Annex A - Defined Terms

          "ACC" means ACC Capital Holdings Corporation, a Delaware corporation,
or, as applicable, its successors.

          "Accounts" means the Collection Account, the Note Account, the Policy
Payments Account, the Pre-Funding Account, the Supplemental Enhancement Account
and the Spread Account.

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

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

          "Addition Notice" means, with respect to the transfer of Subsequent
Receivables to the Trust pursuant to the Sale and Servicing Agreement and a
Transfer Agreement, a written notice which shall be given to the Trust
Collateral Agent, the Note Insurer (in addition to such notice, the Trust
Collateral Agent and the Note Insurer shall both receive an electronic
transmission, in a format acceptable to the Trust Collateral Agent and the Note
Insurer, of the designated Subsequent Receivables to be conveyed to the Trust)
and each Rating Agency pursuant to Section 2.2(b) of the Sale and Servicing
Agreement not later than five Business Days prior to the related Subsequent
Transfer Date, of the Transferor's designation of Subsequent Receivables to be
conveyed to the Trust and the aggregate Principal Balance of such Subsequent
Receivables as of the related Subsequent Cutoff Date.

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

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

          "Agency Agreement" means the Agency Agreement dated as of October 30,
2003 among JPMorgan Chase, LBAC, GCFP and other Program Parties as defined
therein, as amended, modified or supplemented from time to time in accordance
with the terms thereof, including a Program Party Counterpart pursuant to
Section 2 thereof among JPMorgan Chase, as agent thereunder, the Trust
Collateral Agent, LBAC and each of the other trustees and lenders named as
Program Parties thereunder, dated as of the Closing Date.

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




          "Annual Percentage Rate" or "APR" of a Receivable means the annual
rate of finance charges stated in the Receivable. If after the Closing Date, in
the case of an Initial Receivable, or the related Subsequent Transfer Date, in
the case of a Subsequent Receivable, the annual rate with respect to such
Receivable as of the Closing Date or related Subsequent Transfer Date, as
applicable, is reduced as a result of (i) an insolvency proceeding involving the
related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act, the
Annual Percentage Rate or APR shall refer to such reduced rate.

          "Assignments" means each of the Initial Assignments and each
Subsequent Assignment.

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

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

          "Available Funds" shall mean, for each Payment Date, the sum of the
following amounts (without duplication) with respect to the related Collection
Period: (i) all collections on Receivables (including amounts received in
connection with extensions, rebates or adjustments on Receivables granted by the
Servicer pursuant to Section 4.2 of the Sale and Servicing Agreement) and with
respect to each Collection Period during the Funding Period, the related
Payahead Amount, if any; (ii) Liquidation Proceeds received during such
Collection Period with respect to Receivables that became Liquidated Receivables
during such Collection Period in accordance with the Servicer's customary
servicing procedures; (iii) proceeds from Recoveries with respect to Liquidated
Receivables; (iv) the Purchase Amount of each Receivable that became a Purchased
Receivable as of the last day of such Collection Period; and (v) any earnings on
investments of funds in the Collection Account and the Pre-Funding Account.

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

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

          "Back-up Servicer Fee Rate" shall be 0.02% per annum, payable monthly.

          "Bankruptcy Remote Entity" means any special or limited purpose
corporation, partnership or other entity generally structured in accordance with
the guidelines of one or more nationally recognized statistical rating
organizations for such entities, whose certificate of incorporation, partnership
agreement or other governing document includes limitations on purpose;
limitations on amendments to the certificate of incorporation and bylaws,
partnership

                                       2


agreement or other governing documents; limitations on ability to incur debt;
limitations on liquidation, consolidation and merger or the sale of all or a
substantial part of its assets; covenants to maintain separateness from
affiliates; a special purpose bankruptcy remote equity owner, in the case of a
partnership; and at least two independent directors (of such corporation or of
the corporate partner of such partnership).

          "Basic Documents" means the Sale and Servicing Agreement, the
Indenture, the Purchase Agreement, each Transfer Agreement, each Assignment, the
Spread Account Agreement, the Custodial Agreement, the Trust Agreement, the
Notes, the Certificates, the Servicer Termination Side Letter, the Insurance
Agreement, the Indemnification Agreement, the Underwriting Agreement, the
Certificate Purchase Agreement, the Premium Letter, the Lock-Box Agreement, the
Agency Agreement, the Depository Agreement, the Stock Pledge Agreement, the LBAC
Certificate Guarantee, each GCFP Release and each CIGPF Release.

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

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

          "Certificate" means the each of the Class C Certificate and the Class
R Certificate issued by the Issuer pursuant to the Trust Agreement.

          "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated December 9, 2004, among the Transferor, LBAC and the Initial
Purchaser, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.

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

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

          "CIGPF" means CIGPF I Corp. and any successor thereto.

          "CIGPF Release" means the security interest release, dated December 9,
2004, by CIGPF in favor of LBARC-WI and any additional CIGPF Release, dated as
of the related Subsequent Cutoff Date, by CIGPF in favor of LBARC-WI.

                                       3


          "Citigroup" means Citigroup Global Markets Inc., a New York
corporation, and any successor thereto.

          "Class A Interest Payment Amount" means, for any Payment Date the sum
of the Class A-1 Interest Payment Amount, the Class A-2 Interest Payment Amount,
the Class A-3 Interest Payment Amount and the Class A-4 Interest Payment Amount.

          "Class A Note" means any one of the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes or the Class A-4 Notes.

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

          "Class A Note Balance" means the sum of the Class A-1 Note Balance,
the Class A-2 Note Balance, the Class A-3 Note Balance and the Class A-4 Note
Balance.

          "Class A Note Interest" means the sum of the Class A-1 Note Interest,
the Class A-2 Note Interest, the Class A-3 Note Interest and the Class A-4 Note
Interest.

          "Class A Payment Amount" means with respect to any Payment Date, an
amount equal to the sum of the Principal Payment Amount and the Class A Interest
Payment Amount.

          "Class A-1 Final Scheduled Payment Date" means the Payment Date in
December 2005.

          "Class A-1 Interest Carryover Shortfall" means, as of the close of
business on any Payment Date, the excess of the Class A-1 Interest Payment
Amount for such Payment Date and (without duplication) any outstanding Class A-1
Interest Carryover Shortfall from the preceding Payment Date plus interest on
such outstanding Class A-1 Interest Carryover Shortfall, to the extent permitted
by applicable law, at the Class A-1 Note Rate for the related Accrual Period
(calculated on the basis of the actual number of days elapsed during such
Accrual Period and a 360 day year) over the amount of interest actually paid to
the holders of the Class A-1 Notes on such current Payment Date.

          "Class A-1 Interest Payment Amount" means, for any Payment Date, an
amount equal to the product of (x) a fraction, the numerator of which is the
actual number of days elapsed during the related Accrual Period (which, for the
first Payment Date, is 40 days), (y) the Class A-1 Note Rate and (z) the Class
A-1 Note Balance as of such Payment Date (without giving effect to any payments
to be made on such Payment Date).

          "Class A-1 Note" means any one of the 2.390% Long Beach Acceptance
Auto Receivables Trust 2004-C, Class A-1 Notes, executed by the Owner Trustee on
behalf of the Issuer and authenticated by the Indenture Trustee in substantially
the form set forth in Exhibit A-1 attached to the Indenture.

          "Class A-1 Note Balance" means initially, the Initial Class A-1 Note
Balance and, thereafter, the Initial Class A-1 Note Balance, reduced by all
amounts previously distributed to Class A-1 Noteholders and allocable to
principal.

                                       4


          "Class A-1 Note Interest" means, for any Payment Date, the sum of the
Class A-1 Interest Payment Amount for such Payment Date and the Class A-1
Interest Carryover Shortfall, if any, as of the immediately preceding Payment
Date.

          "Class A-1 Note Rate" means 2.390% per annum.

          "Class A-1 Noteholder" means the Person in whose name a Class A-1 Note
is registered on the Note Register.

          "Class A-1 Payment Amount" means with respect to any Payment Date, an
amount equal to the sum of the Class A-1 Principal Payment Amount and the Class
A-1 Interest Payment Amount.

          "Class A-1 Pool Factor" means, with respect to any Payment Date, an
eight-digit decimal figure equal to the Class A-1 Note Balance as of the close
of business on the last day of the related Collection Period divided by the
Initial Class A-1 Note Balance. The Class A-1 Pool Factor will be 1.0000000 as
of the Closing Date; thereafter, the Class A-1 Pool Factor will decline to
reflect reductions in the Class A-1 Note Balance.

          "Class A-1 Principal Payment Amount" means, for any Payment Date, the
Principal Payment Amount, if any, due and payable to the Class A-1 Noteholders
with respect to such Payment Date in accordance with the priorities set forth in
Section 5.6(c)(iv) of the Sale and Servicing Agreement.

          "Class A-2 Final Scheduled Payment Date" means the Payment Date in
August 2008.

          "Class A-2 Interest Carryover Shortfall" means, as of the close of
business on any Payment Date, the excess of the Class A-2 Interest Payment
Amount for such Payment Date and (without duplication) any outstanding Class A-2
Interest Carryover Shortfall from the preceding Payment Date plus interest on
such outstanding Class A-2 Interest Carryover Shortfall, to the extent permitted
by applicable law, at the Class A-2 Note Rate for the related Accrual Period
(calculated on the basis of a 360-day year consisting of twelve 30-day months)
over the amount of interest actually paid to the holders of the Class A-2 Notes
on such current Payment Date.

          "Class A-2 Interest Payment Amount" means, for any Payment Date, an
amount equal to the product of (x) 1/12 (or, with respect to the first Payment
Date, 39/360), (y) the Class A-2 Note Rate and (z) the Class A-2 Note Balance as
of such Payment Date (without giving effect to any payments to be made on such
Payment Date).

          "Class A-2 Note" means any one of the 3.040% Long Beach Acceptance
Auto Receivables Trust 2004-C, Class A-2 Notes, executed by the Owner Trustee on
behalf of the Issuer and authenticated by the Indenture Trustee in substantially
the form set forth in Exhibit A-2 attached to the Indenture.

          "Class A-2 Note Balance" means initially, the Initial Class A-2 Note
Balance and, thereafter, the Initial Class A-2 Note Balance, reduced by all
amounts previously distributed to Class A-2 Noteholders and allocable to
principal.

                                       5


          "Class A-2 Note Interest" means, for any Payment Date, the sum of the
Class A-2 Interest Payment Amount for such Payment Date and the Class A-2
Interest Carryover Shortfall, if any, as of the immediately preceding Payment
Date.

          "Class A-2 Note Rate" means 3.040% per annum.

          "Class A-2 Noteholder" means the Person in whose name a Class A-2 Note
is registered on the Note Register.

          "Class A-2 Payment Amount" means with respect to any Payment Date, an
amount equal to the sum of the Class A-2 Principal Payment Amount and the Class
A-2 Interest Payment Amount.

          "Class A-2 Pool Factor" means, with respect to any Payment Date, an
eight-digit decimal figure equal to the Class A-2 Note Balance as of the close
of business on the last day of the related Collection Period divided by the
Initial Class A-2 Note Balance. The Class A-2 Pool Factor will be 1.0000000 as
of the Closing Date; thereafter, the Class A-2 Pool Factor will decline to
reflect reductions in the Class A-2 Note Balance.

          "Class A-2 Principal Payment Amount" means, for any Payment Date, the
Principal Payment Amount, if any, due and payable to the Class A-2 Noteholders
with respect to such Payment Date in accordance with the priorities set forth in
Section 5.6(c)(iv) of the Sale and Servicing Agreement.

          "Class A-3 Final Scheduled Payment Date" means the Payment Date in
September 2009.

          "Class A-3 Interest Carryover Shortfall" means, as of the close of
business on any Payment Date, the excess of the Class A-3 Interest Payment
Amount for such Payment Date and (without duplication) any outstanding Class A-3
Interest Carryover Shortfall from the preceding Payment Date plus interest on
such outstanding Class A-3 Interest Carryover Shortfall, to the extent permitted
by applicable law, at the Class A-3 Note Rate for the related Accrual Period
(calculated on the basis of a 360-day year consisting of twelve 30-day months)
over the amount of interest actually paid to the holders of the Class A-3 Notes
on such current Payment Date.

          "Class A-3 Interest Payment Amount" means with respect to any Payment
Date, an amount equal to the product of (x) 1/12 (or, with respect to the first
Payment Date, 39/360), (y) the Class A-3 Note Rate and (z) the Class A-3 Note
Balance as of such Payment Date (without giving effect to any payments to be
made on such Payment Date).

          "Class A-3 Note" means any one of the 3.402% Long Beach Acceptance
Auto Receivables Trust 2004-C, Class A-3 Notes, executed by the Owner Trustee on
behalf of the Issuer and authenticated by the Indenture Trustee in substantially
the form set forth in Exhibit A-3 attached to the Indenture.

          "Class A-3 Note Balance" means initially, the Initial Class A-3 Note
Balance and, thereafter, the Initial Class A-3 Note Balance, reduced by all
amounts previously distributed to Class A-3 Noteholders and allocable to
principal.

                                       6


          "Class A-3 Note Interest" means, for any Payment Date, the sum of the
Class A-3 Interest Payment Amount for such Payment Date and the Class A-3
Interest Carryover Shortfall, if any, as of the immediately preceding Payment
Date.

          "Class A-3 Note Rate" means 3.402% per annum.

          "Class A-3 Noteholder" means the Person in whose name a Class A-3 Note
is registered on the Note Register.

          "Class A-3 Payment Amount" means with respect to any Payment Date, an
amount equal to the sum of the Class A-3 Principal Payment Amount and the Class
A-3 Interest Payment Amount.

          "Class A-3 Pool Factor" means, with respect to any Payment Date, an
eight-digit decimal figure equal to the Class A-3 Note Balance as of the close
of business on the last day of the related Collection Period divided by the
Initial Class A-3 Note Balance. The Class A-3 Pool Factor will be 1.0000000 as
of the Closing Date; thereafter, the Class A-3 Pool Factor will decline to
reflect reductions in the Class A-3 Note Balance.

          "Class A-3 Principal Payment Amount" means, for any Payment Date, the
Principal Payment Amount, if any, due and payable to the Class A-3 Noteholders
with respect to such Payment Date in accordance with the priorities set forth in
Section 5.6(c)(iv) of the Sale and Servicing Agreement.

          "Class A-4 Final Scheduled Payment Date" means the Payment Date in
July 2011.

          "Class A-4 Interest Carryover Shortfall" means, as of the close of
business on any Payment Date, the excess of the Class A-4 Interest Payment
Amount for such Payment Date and (without duplication) any outstanding Class A-4
Interest Carryover Shortfall from the preceding Payment Date plus interest on
such outstanding Class A-4 Interest Carryover Shortfall, to the extent permitted
by applicable law, at the Class A-4 Note Rate for the related Accrual Period
(calculated on the basis of a 360-day year consisting of twelve 30-day months)
over the amount of interest actually paid to the holders of the Class A-4 Notes
on such current Payment Date.

          "Class A-4 Interest Payment Amount" means, for any Payment Date, an
amount equal to the product of (x) 1/12 (or, with respect to the first Payment
Date, 39/360), (y) the Class A-4 Note Rate and (z) the Class A-4 Note Balance as
of such Payment Date (without giving effect to any payments to be made on such
Payment Date).

          "Class A-4 Note" means any one of the 3.777% Long Beach Acceptance
Auto Receivables Trust 2004-C, Class A-4 Notes, executed by the Owner Trustee on
behalf of the Issuer and authenticated by the Indenture Trustee in substantially
the form set forth in Exhibit A-4 attached to the Indenture.

          "Class A-4 Note Balance" means initially, the Initial Class A-4 Note
Balance and, thereafter, the Initial Class A-4 Note Balance, reduced by all
amounts previously distributed to Class A-4 Noteholders and allocable to
principal.

                                       7


          "Class A-4 Note Interest" means, for any Payment Date, the sum of the
Class A-4 Interest Payment Amount for such Payment Date and the Class A-4
Interest Carryover Shortfall, if any, as of the immediately preceding Payment
Date.

          "Class A-4 Note Rate" means 3.777% per annum.

          "Class A-4 Noteholder" means the Person in whose name a Class A-4 Note
is registered on the Note Register.

          "Class A-4 Payment Amount" means with respect to any Payment Date, an
amount equal to the sum of the Class A-4 Principal Payment Amount and the Class
A-4 Interest Payment Amount.

          "Class A-4 Pool Factor" means, with respect to any Payment Date, an
eight-digit decimal figure equal to the Class A-4 Note Balance as of the close
of business on the last day of the related Collection Period divided by the
Initial Class A-4 Note Balance. The Class A-4 Pool Factor will be 1.0000000 as
of the Closing Date; thereafter, the Class A-4 Pool Factor will decline to
reflect reductions in the Class A-4 Note Balance.

          "Class A-4 Principal Payment Amount" means, for any Payment Date, the
Principal Payment Amount, if any, due and payable to the Class A-4 Noteholders
with respect to such Payment Date in accordance with the priorities set forth in
Section 5.6(c)(iv) of the Sale and Servicing Agreement.

          "Class C Certificate" means the certificate substantially in the form
of Exhibit B-2 to the Trust Agreement.

          "Class C Certificate Balance" means, as of any Payment Date, the
Supplemental Enhancement Account Balance.

          "Class C Certificate Rate" means 6.00% per annum.

          "Class C Interest Carryover Shortfall" means, for any Payment Date,
the excess of the Class C Interest Payment Amount, and if applicable, the Class
C Supplemental Interest Payment Amount for such Payment Date and (without
duplication) any outstanding Class C Interest Carryover Shortfall from the
preceding Payment Date over the amount of interest actually paid to the holders
of the Class C Certificates on such current Payment Date, plus interest on such
outstanding Class C Interest Carryover Shortfall with respect to such Payment
Date or any prior Payment Date (calculated on a 30/360 basis), to the extent
permitted by applicable law, at the Class C Certificate Rate or if applicable,
the Class C Supplemental Interest Rate for the related Accrual Period.

          "Class C Interest Payment Amount" means, for any Payment Date, an
amount equal to the product of (x) 1/12, (y) the Class C Certificate Rate and
(z) the Class C Certificate Balance as of such Payment Date (without giving
effect to any payments to be made on such Payment Date).

                                       8


          "Class C Principal Deficiency Amount" means, for any Payment Date, the
Initial Class C Certificate Balance, less the sum of (i) the cumulative amount
of Supplemental Enhancement Account Release Amounts distributed pursuant to
Section 5.6(c)(xi) of the Sale and Servicing Agreement on prior Payment Dates,
and (ii) the Class C Certificate Balance for such Payment Date (after giving
effect to amounts deposited into the Supplemental Enhancement Account pursuant
to Section 5.6(c)(viii) and before giving effect to the payments pursuant to
Section 5.6(c)(xi) of the Sale and Servicing Agreement.

          "Class C Supplemental Interest Payment Amount" means, for any Payment
Date, (a) if no Trigger Event is in effect or no Insurance Agreement Event of
Default has occurred and is continuing, the product of the (x) 1/12 of the Class
C Supplemental Interest Rate and (y) the Class C Principal Deficiency Amount; or
(b) if a Trigger Event is in effect, or an Insurance Agreement Event of Default
has occurred and is continuing, the sum of (x) the product of 1/12 of the Class
C Supplemental Interest Rate and the Class C Principal Deficiency Amount, and
(y) the product of 1/12 and 2.50% and the Class C Certificate Balance.

          "Class C Supplemental Interest Rate" means, as of any Determination
Date, the Class C Certificate Rate plus 2.50%.

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

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

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

          "Closing Date" means December 9, 2004.

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

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

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

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

                                       9


          "Confidential Information" means, in relation to any Person, any
written information delivered or made available by or on behalf of LBAC or the
Transferor to such Person in connection with or pursuant to the Sale and
Servicing Agreement or any other Basic Document or the transactions contemplated
thereby which is proprietary in nature and clearly marked or identified as being
confidential information other than information (i) which was publicly known, or
otherwise known to such Person, at the time of disclosure (except pursuant to
disclosure in connection with the Sale and Servicing Agreement or any other
Basic Document), (ii) which subsequently becomes publicly known through no act
or omission by such Person, or (iii) which otherwise becomes known to such
Person on a non-confidential basis; provided, that such source is not known by
such Person to be prohibited from transmitting the information to such Person by
a contractual or other obligation.

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

          "Corporate Trust Office" means (i) with respect to the Indenture
Trustee, the Trust Collateral Agent and the Collateral Agent, the principal
office of the Trust Collateral Agent at which its corporate trust business shall
be administered, which office at the Closing Date is located at 4 New York
Plaza, 6th Floor, New York, NY 10004, Attention: Institutional Trust
Services/Global Debt, Long Beach 2004-C; and (ii) with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee, which as of
the Closing Date is Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration.

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

          "Credit and Security Agreement" means the Credit and Security
Agreement, dated as of December 9, 2004 by and among GCFP, as lender, the
Transferor, as borrower, and LBAC, as guarantor, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof.

          "Custodial Agreement" means the Custodial Agreement among the
Custodian, the Indenture Trustee, the Note Insurer and the Issuer.

                                       10


          "Custodian" means, initially, LBAC and its successors-in-interest,
acting in its capacity as such under the Custodial Agreement.

          "Custodian Fee" means, with respect to any Payment Date, the greater
of (A) the product of (i) one-twelfth of the Custodian Fee Rate and (ii) the
Pool Balance as of the last day of the second preceding Collection Period and
(B) $1000.

          "Custodian Fee Rate" means 0.02% per annum.

          "Cutoff Date" means the Initial Cutoff Date or the relevant Subsequent
Cutoff Date, as applicable.

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

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

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

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

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

          "Defaulted Receivable" means, with respect to any Payment Date, a
Receivable with respect to which the earliest of any of the following shall have
occurred: (i) the related Obligor has failed to pay at least 95% of a Scheduled
Receivable Payment by its due date and such failure continues for 90 days
(calculated based on a 360-day year consisting of twelve 30-day months), (ii)
the Servicer has repossessed the related Financed Vehicle (and any applicable
redemption period has expired), (iii) such Receivable is in default and the
Servicer has determined in good faith that payments thereunder are not likely to
be resumed or (iv) such Receivable is a Sold Receivable; provided, however, that
Defaulted Receivable shall not include any Optional Repurchased Receivable.

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

                                       11


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

          "Deficiency Notice" shall have the meaning set forth in Section
5.11(a) of the Sale and Servicing Agreement.

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

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

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

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

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

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

          (b)  by physical delivery of such certificated security in registered
               form to a "securities intermediary" (as defined in Section
               8-102(a)(14) of the UCC) acting on behalf of the Trust Collateral
               Agent if the certificated security has been specially endorsed to
               the Trust Collateral Agent by an effective endorsement.

          3. With respect to any security issued by the U.S. Treasury, the
     Federal Home Loan Mortgage Corporation or by the Federal National Mortgage
     Association that


                                       12


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

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

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

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

          5. With respect to a "security entitlement" (as defined in Section
     8-102(a)(17) of the UCC), if a securities intermediary (A) indicates by
     book entry that a "financial asset" (as defined in Section 8-102(a)(9) of
     the UCC) has been credited to be the Trust Collateral Agent's "securities
     account" (as defined in Section 8-501(a) of the UCC), (B) receives a
     financial asset (as so defined) from the Trust Collateral Agent or acquires
     a financial asset for the Trust Collateral Agent, and in either case,
     accepts it for credit to the Trust Collateral Agent's securities account
     (as so defined), (C) becomes obligated under other law, regulation or rule
     to credit a financial asset to the Trust Collateral Agent's securities
     account, or (D) has agreed that it will comply with "entitlement orders"
     (as defined in Section 8-102(a)(8) of the UCC) originated by the Trust
     Collateral Agent without further consent by the "entitlement holder" (as
     defined in Section 8-102(a)(7) of the UCC), of a confirmation of the
     purchase and the making by such securities intermediary of entries on its
     books and records identifying as belonging to the Trust Collateral Agent of
     (I) a specific certificated security in the securities


                                       13


     intermediary's possession, (II) a quantity of securities that constitute or
     are part of a fungible bulk of certificated securities in the securities
     intermediary's possession, or (III) a quantity of securities that
     constitute or are part of a fungible bulk of securities shown on the
     account of the securities intermediary on the books of another securities
     intermediary.

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

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

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

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

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

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

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

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

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

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

                                       14


Person other than such depository institution or trust company) thereof shall be
rated "A-1+" by Standard & Poor's and "Prime-1" by Moody's;

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

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

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

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

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

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

          "Eligible Person" means a Person, with short term ratings of
"A-1"/"P-1" or higher and long term ratings of "A-"/"A3" or higher by the Rating
Agencies and consented to, in writing, by the Note Insurer.

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


                                       15


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

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

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Federal Financial Privacy Law" means Subtitle A of Title V of the
Gramm-Leach-Bliley Financial Services Modernization Act, 15 U.S.C. ss. ss.
6801-6809, and all applicable regulations in effect from time to time.

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

          "Final Funding Period Payment Date" means the Payment Date immediately
succeeding the date on which the Funding Period ends (or on the Payment Date on
which the Funding Period ends if the Funding Period ends on a Payment Date).

          "Final Scheduled Payment Date" means, (i) with respect to the Class
A-1 Notes, the Class A-1 Final Scheduled Payment Date, (ii) with respect to the
Class A-2 Notes, the Class A-2 Final Scheduled Payment Date, (iii) with respect
to the Class A-3 Notes, the Class A-3 Final Scheduled Payment Date and (iv) with
respect to the Class A-4 Notes, the Class A-4 Final Scheduled Payment Date.

          "Funding Period" means the period from the Closing Date until the
earliest to occur of (i) the date on which the remaining Pre-Funded Amount is
less than $100,000, (ii) the date on which an Event of Default under the
Indenture occurs or (iii) the close of business on March 31, 2005.

          "GCFP" means Greenwich Capital Financial Products, Inc.

          "GCFP Release" means the security interest release, dated December 9,
2004, by GCFP in favor of LBAC and any additional GCFP Release, dated as of the
related Subsequent Cutoff Date, by GCFP in favor of LBAC.

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

                                       16


          "Indebtedness" means, with respect to any Person at any time, (a)
indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred
purchase price of property or services (including trade obligations); (b)
obligations of such Person as lessee under leases which should have been or
should be, in accordance with generally accepted accounting principles, recorded
as capital leases; (c) current liabilities of such Person in respect of unfunded
vested benefits under plans covered by Title IV of ERISA; (d) obligations issued
for or liabilities incurred on the account of such Person; (e) obligations or
liabilities of such Person arising under acceptance facilities; (f) obligations
of such Person under any guarantees, endorsements (other than for collection or
deposit in the ordinary course of business) and other contingent obligations to
purchase, to provide funds for payment, to supply funds to invest in any Person
or otherwise to assure a creditor against loss; (g) obligations of such Person
secured by any lien on property or assets of such Person, whether or not the
obligations have been assumed by such Person; or (h) obligations of such Person
under any interest rate or currency exchange agreement.

          "Indemnification Agreement" means the Indemnification Agreement, dated
as of December 1, 2004, among the Underwriters, the Transferor and the Note
Insurer, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.

          "Indenture" means the Indenture, dated as of December 1, 2004, between
the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time.

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

          "Indenture Trustee Fee" means the monthly fee payable on each Payment
Date to the Indenture Trustee, Trust Collateral Agent and Collateral Agent for
services rendered during the preceding Collection Period in an amount equal to
the greater of (A) the product of (i) one-twelfth of the Indenture Trustee Fee
Rate and (ii) the Note Balance as of the last day of the second preceding
Collection Period and (B) $250; provided, however, that with respect to the
first Payment Date, the Indenture Trustee Fee will equal the product of
one-twelfth of the Indenture Trustee Fee Rate and the Initial Note Balance.

          "Indenture Trustee Fee Rate" means 0.003% per annum.

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

                                       17


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

          "Initial Class A-1 Note Balance" means $63,000,000.

          "Initial Class A-2 Note Balance" means $106,000,000.

          "Initial Class A-3 Note Balance" means $74,000,000.

          "Initial Class A-4 Note Balance" means $107,000,000.

          "Initial Class C Certificate Balance" means $7,954,545.45.

          "Initial Note Balance" means the sum of the Initial Class A-1 Note
Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance
and the Initial Class A-4 Note Balance.

          "Initial Purchaser" means Greenwich Capital Markets, Inc.

          "Initial Receivables" means the Receivables initially transferred by
LBAC and LBARC-WI to the Transferor pursuant to the Purchase Agreement and by
the Transferor to the Issuer pursuant to the Sale and Servicing Agreement on the
Closing Date, which Receivables are listed on the Schedule of Receivables.

          "Initial Receivables Purchase Price" means $230,227,265.77 (the
Principal Balance of the Initial Receivables as of the Initial Cutoff Date).

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

          "Initial Transferred Property" shall have the meaning set forth in
Section 2.01(a) of the Purchase Agreement.

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

          "Insurance Agreement" means the Insurance and Indemnity Agreement,
dated as of December 1, 2004, among LBAC, the Transferor, the Issuer and the
Note Insurer, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof.

                                       18


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

          "Insurance Agreement Indenture Cross Default" has the meaning set
forth in the Insurance Agreement.

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

          "Insurance Policy" means with respect to a Receivable and Financed
Vehicle, any insurance policy required to be maintained by the Obligor that
covers physical damage to the Financed Vehicle; notwithstanding the foregoing,
in the event that customary procedures and practices of any applicable state
permit the use of any instrument or document in lieu of an actual insurance
policy as evidence of verification of physical damage insurance coverage, the
term "Insurance Policy" shall be deemed to include any such instrument or
document.

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

          "Issuer" or "Trust" means the Long Beach Acceptance Auto Receivables
Trust 2004-C, a Delaware statutory trust, created pursuant to the Trust
Agreement.

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

          "Issuer's Certificate" means a certificate completed and executed for
the Issuer by an Authorized Officer, substantially in the form of, in the case
of an assignment to LBAC, Exhibit A-1 to the Sale and Servicing Agreement, and
in the case of an assignment to the Servicer, Exhibit A-2 to the Sale and
Servicing Agreement.

          "JPMorgan Chase" means JPMorgan Chase Bank, National Association, a
banking association organized under the laws of the United States, and its
successors in interest.

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

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

          "LBAC Certificate Guarantee" means the guarantee, dated as of December
9, 2004, in favor of the Class C Certificateholder.

          "LBAC Initial Assignment" means the assignment dated as of December 1,
2004 by LBAC to the Transferor substantially in the form of Exhibit A to the
Purchase Agreement, pursuant to which the LBAC Receivables are conveyed to the
Transferor.

                                       19


          "LBAC Initial Receivables" means the Receivables, set forth on
Schedule A-1 to the Purchase Agreement.

          "LBAC Initial Receivables Purchase Price" means $124,348,517.70.

          "LBAC Receivables" means the LBAC Initial Receivables and the LBAC
Subsequent Receivables.

          "LBAC Subsequent Receivables Purchase Price" shall have the meaning
set forth in the related Transfer Agreement.

          "LBAC Subsequent Receivables" shall have the meaning set forth in the
related Transfer Agreement.

          "LBARC-WI" means Long Beach Acceptance Receivables Corp. Warehouse I,
a Delaware corporation, and its successors.

          "LBARC-WI Initial Assignment" means the assignment dated as of
December 1, 2004 by LBARC-WI to the Transferor substantially in the form of
Exhibit A to the Purchase Agreement, pursuant to which the LBARC-WI Receivables
are conveyed to the Transferor.

          "LBARC-WI Initial Receivables" means the Receivables, set forth on
Schedule A-2 to the Purchase Agreement.

          "LBARC-WI Initial Receivables Purchase Price" means $105,878,748.07.

          "LBARC-WI Receivables" means the LBARC-WI Initial Receivables and the
LBARC-WI Subsequent Receivables.

          "LBARC-WI Subsequent Receivables Purchase Price" shall have the
meaning set forth in the related Transfer Agreement.

          "LBARC-WI Subsequent Receivables" shall have the meaning set forth in
the related Transfer Agreement.

          "Legal Files" means, with respect to each Receivable, the following
documents held by the Custodian pursuant to the Custodial Agreement: (a) the
fully executed original of such Receivable with fully executed assignment from
the related Dealer to the Originator (together with any agreements modifying the
Receivable, including, without limitation, any extension agreements), (b) a
fully executed assignment in blank from the Originator, (c) the Lien Certificate
or the Title Package, (d) the fully executed original of any form legally
required to be executed by a co-signer, (e) evidence of an Insurance Policy and
(f) the original or a copy of the original credit application fully executed by
the related Obligor in respect of such Receivable. Notwithstanding the
foregoing, in the event that customary procedures and practices of any
applicable state permit the use of any instrument or document in lieu of
evidence of verification of physical damage insurance coverage, the term "Legal
Files" shall be deemed to include any such instrument or document in lieu of
evidence of verification of physical damage insurance coverage.

                                       20


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

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

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

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

          "Lock-Box" means the post-office box or boxes, maintained pursuant to
Section 5.1 of the Sale and Servicing Agreement, into which the Servicer shall
direct each Obligor under each Receivable to forward all payments in respect of
such Receivable.

          "Lock-Box Account" means the segregated account or accounts designated
as such, established and maintained pursuant to Section 5.1(a) of the Sale and
Servicing Agreement.

          "Lock-Box Agreement" means the Amended and Restated Multi-Party
Remittance Processing Agreement, dated as of October 30, 2003, among the
Servicer, the Lock-Box Processor and JPMorgan Chase, as amended, modified or
supplemented from time to time in accordance with the terms thereof unless such
Agreement shall be terminated in accordance with its terms or the terms hereof,
in which event, "Lock-Box Agreement" shall mean such other


                                       21


agreement, in form and substance acceptable to the Note Insurer, among the
Servicer, the Lock-Box Processor and the Indenture Trustee.

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

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

          "Majorityholders" means, as of any date of determination, (i) the
Class A Noteholders, holding in the aggregate more than 50% of the outstanding
Class A Note Balance and (ii) the Class C Certificateholder (so long as the
Class C Certificateholder is outstanding), acting together.

          "Mandatory Special Redemption" means the portion, if any, of the
Pre-Funded Amount remaining on deposit in the Pre-Funding Account after giving
effect to the acquisition by the Transferor and the conveyance to the Trust of
all Subsequent Receivables during the Funding Period, including any such
acquisition and conveyance on the date on which the Funding Period ends.

          "Minimum Sale Price" means (i) with respect to a Receivable (x) that
has become 60 to 210 days delinquent or (y) that has become greater than 210
days delinquent and with respect to which the related Financed Vehicle has been
repossessed by the Servicer and has not yet been sold at auction, the greater of
(A) 55% multiplied by the Principal Balance of such Receivable and (B) the
product of the three month rolling average recovery rate (expressed as a
percentage) for the Servicer in its liquidation of all receivables for which it
acts as servicer, either pursuant to the Sale and Servicing Agreement or
otherwise, multiplied by the Principal Balance of such Receivable or (ii) with
respect to a Receivable (x) with respect to which the related Financed Vehicle
has been repossessed by the Servicer and has been sold at auction or (y) that
has become greater than 210 days delinquent and with respect to which the
related Financed Vehicle has not been repossessed by the Servicer, 8% multiplied
by the Principal Balance of such Receivable.

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

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

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

                                       22


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

          "New York UCC" has the meaning set forth in Section 5.14 of the Sale
and Servicing Agreement.

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

          "Note" means any one of the Class A Notes.

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

          "Note Balance" means, with respect to any Payment Date, the sum of the
Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance
and the Class A-4 Note Balance.

          "Note Insurer" means Financial Security Assurance, Inc., a monoline
insurance company incorporated under the laws of the State of New York, or its
successors in interest as issuer of the Policy.

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

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

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

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

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

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

                                       23


          "Note Rate" means (i) with respect to the Class A-1 Notes, the Class
A-1 Note Rate, (ii) with respect to the Class A-2 Notes, the Class A-2 Note
Rate, (iii) with respect to the Class A-3 Notes, the Class A-3 Note Rate and
(iv) with respect to the Class A-4 Notes, the Class A-4 Note Rate.

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

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

          "Noteholders' Remaining Parity Deficit Amount" means, with respect to
any Payment Date, the excess, if any, of (x) the aggregate remaining principal
balance of the Notes outstanding on such Payment Date, after giving effect to
all reductions in such aggregate principal balance from (i) the Spread Account
and (ii) the Supplemental Enhancement Account over (y) the sum of the Pool
Balance at the end of the prior calendar month plus any remaining Pre-Funded
Amount.

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

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

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

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

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

                                       24


          "Original Pool Balance" means $230,227,265.77.

          "Original Pre-Funded Amount" means $123,308,088.

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

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

          "Overcollateralization Amount" means, as of any date of determination,
the excess, if any, of (a) the sum of the Pool Balance plus any amounts
remaining in the Pre-Funding Account over (b) the Class A Note Balance.

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

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

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

          "Payment Date" means, for each Collection Period, the 15th day of the
following month, or if the 15th day is not a Business Day, the next following
Business Day, commencing January 18, 2005.

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

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

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


                                       25


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

          "Policy" means the financial guaranty insurance policy No. 51598-N
issued by the Note Insurer for the benefit of the Holders of the Class A Notes
issued pursuant to the Insurance Agreement, including any endorsements thereto.

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

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

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

          "Pool Balance" means, as of the close of business on the last day of a
Collection Period, the aggregate Principal Balance of the Receivables
(excluding, without duplication, Liquidated Receivables, Purchased Receivables
and Optional Repurchased Receivables).

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

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

          "Pre-Funded Amount" means, with respect to (i) the first Payment Date,
the Original Pre-Funded Amount, and (ii) any Payment Date thereafter, the amount
on deposit in the Pre-Funding Account (not including any investment earnings
thereon).

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

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

          "Premium Letter" means the letter agreement dated the Closing Date
among LBAC, the Issuer and the Note Insurer referring to payment of the Premium.

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


                                       26


Simple Interest Receivables, that portion of all Scheduled Receivable Payments
on such Receivable actually received on or prior to such day allocable to
principal using the Simple Interest Method; (iii) any payment of the Purchase
Amount with respect to the Receivable allocable to principal; (iv) any Cram Down
Loss in respect of such Receivable; and (v) any prepayment in full or any
partial prepayment applied to reduce the Principal Balance of the Receivable;
provided, however, that the Principal Balance of a Receivable that has become a
Liquidated Receivable shall equal zero.

          "Principal Payment Amount" means, (i) for any Payment Date other than
the Final Scheduled Payment Date for each class of the Class A Notes, the
amount, if any, by which the outstanding Class A Note Balance exceeds the sum of
(a) the Pool Balance as of the end of the related Collection Period and (b) any
remaining Pre-Funded Amount; and (ii) with respect to the Final Scheduled
Payment Date for any class of the Class A Notes, an amount equal to the greater
of (a) the amount calculated in clause (i) above and (b) the then outstanding
Class A-1 Note Balance, Class A-2 Note Balance, Class A-3 Note Balance or Class
A-4 Note Balance, as applicable.

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

          "Prospectus Supplement" means the prospectus supplement dated November
19, 2004 specifically relating to the Class A Notes.

          "Prospectus" means the prospectus (included in Registration Statement
No. 333-108506) dated March 16, 2004.

          "Purchase Agreement" means the Purchase Agreement, dated as of
December 1, 2004, among the Transferor, LBAC and LBARC-WI, as the same may be
amended, modified or supplemented from time to time in accordance with the terms
thereof, relating to the purchase of the Receivables by the Transferor from LBAC
and LBARC-WI.

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

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

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

                                       27


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

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

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

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

          "Record Date" means, with respect to any Payment Date, the business
day immediately preceding such Payment Date.

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

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

          "Redemption Price" means the sum of the outstanding Note Balance, the
outstanding Class C Certificate Balance and any Class C Principal Deficiency
Amount as of the Redemption Date, plus all accrued and unpaid interest thereon
as of such Redemption Date.

          "Registered Note" means a Note that has been registered under the
Securities Act.

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

          "Reimbursement Obligations" means, with respect to each Payment Date,
any amounts due to the Note Insurer under the terms of the Sale and Servicing
Agreement or the


                                       28


Insurance Agreement and with respect to which the Note Insurer has not been
previously paid whether or not LBAC is obligated to pay such amounts.

          "Repurchase Event" shall have the meaning set forth in Section 6.02 of
the Purchase Agreement.

          "Requisite Amount" shall have the meaning set forth in the Spread
Account Agreement.

          "Required Overcollateralization Target" means, for any Payment Date,
the Required Total Enhancement Amount minus the amount on deposit in the Spread
Account.

          "Required Total Enhancement Amount" shall have the meaning set forth
in the Spread Account Agreement.

          "Responsible Officer" means, as to the Trust Collateral Agent, the
Indenture Trustee and the Back-up Servicer or at such time as JPMorgan Chase is
the Servicer, an officer in Institutional Trust Services of the Indenture
Trustee having direct responsibility for the administration of the Basic
Documents to which such entities are a party.

          "Rule 144A Information" means any information provided to any holder
or prospective purchaser of the Class C Certificate pursuant to Section 3.7(h)
of the Trust Agreement.

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

          "Sale Amount" means, with respect to any Sold Receivable, the amount
received from the related third-party purchaser as payment for such Sold
Receivable.

          "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of December 1, 2004, among the Issuer, the Transferor, the Servicer,
the Back-up Servicer, the Trust Collateral Agent and the Custodian, as the same
may be amended or supplemented from time to time.

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

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

          "Scheduled Receivable Payment" means, for any Collection Period for
any Receivable, the amount indicated in such Receivable as required to be paid
by the Obligor in


                                       29


such Collection Period. If after the Closing Date in the case of an Initial
Receivable, or the related Subsequent Transfer Date, in the case of a Subsequent
Receivable, the Obligor's obligation under such Receivable with respect to a
Collection Period has been modified so as to differ from the amount specified in
such Receivable as a result of (i) the order of a court in an insolvency
proceeding involving the Obligor, (ii) pursuant to the Servicemembers Civil
Relief Act or (iii) modifications or extensions of the Receivable permitted by
Section 4.2 of the Sale and Servicing Agreement, the Scheduled Receivable
Payment with respect to such Collection Period shall refer to the Obligor's
payment obligation with respect to such Collection Period as so modified.

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

          "Seller" means each of LBAC and LBARC-WI, in each case, in its
capacity as a seller under the Purchase Agreement.

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

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

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

          "Servicer Termination Side Letter" means the letter from the Note
Insurer to the Servicer, the Issuer and the Indenture Trustee dated as of
December 1, 2004, with respect to the renewal term of the Servicer.

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

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

          "Servicing Fee Rate" means, with respect to any Payment Date, 1.75%
per annum; provided, however, that if the Back-up Servicer or another entity
becomes the successor Servicer, the "Servicing Fee Rate" shall be equal to a
rate not to exceed the Successor Servicing Fee Rate. Notwithstanding the
foregoing, so long as LBAC is the Servicer and with respect to any Receivable as
of any Determination Date, in the event that the sum of (i) the Weighted Average
Note Rate and (ii) the Servicing Fee Rate as of such Determination Date, exceeds
the adjusted APR on such Receivable, the Servicing Fee Rate with respect to such
Receivable shall be adjusted downward in an amount equal to such excess;
provided, that in no event shall such Servicing Fee Rate be less than zero.

                                       30


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

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

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

          "Sold Receivable" means a Receivable that was more than 60 days
delinquent and was sold to an unaffiliated third party by the Issuer, at the
Servicer's direction, as of the close of business on the last day of a
collection period and in accordance with the provisions of Section 4.3(c) of the
Sale and Servicing Agreement.

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

          "Spread Account Agreement" means the Spread Account Agreement dated as
of December 1, 2004, among the Transferor, the Note Insurer, the Trustee, and
the Collateral Agent, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof.

          "Spread Account Release Amount" means, with respect to any Payment
Date, the excess of the amount on deposit in the Spread Account (after giving
effect to the withdrawal of any Deficiency Claim Amount from the Spread Account
on such Payment Date and the deposit to the Spread Account of the remaining
Available Funds pursuant to clause (x) of Section 5.6(c) of the Sale and
Servicing Agreement on such Payment Date) over the Requisite Amount with respect
to such Payment Date.

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

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

          "Stock Pledge Agreement" means the Stock Pledge and Collateral Agency
Agreement, dated as of March 1, 1997, among LBAC, the Note Insurer and JPMorgan
Chase, as trust collateral agent and collateral agent, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof.

          "Subsequent Assignment" means each assignment dated as of the related
Subsequent Cutoff Date by LBAC to the Transferor and by LBARC-WI to the
Transferor,


                                       31


respectively, substantially in the form of Exhibit B to the Purchase Agreement,
pursuant to which Subsequent Receivables are conveyed to the Transferor.

          "Subsequent Cutoff Date" means the close of business on the last day
of the calendar month immediately preceding the related Subsequent Transfer
Date, as set forth in the related Transfer Agreement.

          "Subsequent Receivables" means the Receivables transferred by LBAC
and/or LBARC-WI, as applicable, to the Transferor pursuant to a Subsequent
Assignment and by the Transferor to the Trust pursuant to a Transfer Agreement,
in each case on the related Subsequent Transfer Date, which Receivables will be
listed on Schedule A to the related Subsequent Assignment and Transfer Agreement
and will be treated as incorporated by reference in the Schedule of Receivables
pursuant to the related Subsequent Assignment and Transfer Agreement.

          "Subsequent Receivables Purchase Price" shall have the meaning set
forth in the related Transfer Agreement.

          "Subsequent Spread Account Deposit" shall have the meaning set forth
in the Spread Account Agreement.

          "Subsequent Transfer Date" shall have the meaning set forth in the
related Transfer Agreement.

          "Subsequent Transferred Property" shall have the meaning set forth in
Section 2.03(a) of the Purchase Agreement.

          "Subsequent Trust Assets" means all money, instruments, rights and
other property transferred by the Transferor to the Trust set forth in items (i)
through (x) of Section 2.2(a) of the Sale and Servicing Agreement, including all
proceeds thereof.

          "Successor Servicing Fee Rate" means, with respect to any Payment
Date, 1.75% per annum.

          "Supplemental Enhancement Account" means the Supplemental Enhancement
Account established and maintained pursuant to Section 5.12 of the Sale and
Servicing Agreement.

          "Supplemental Enhancement Account Balance" means, with respect to any
Payment Date, the amount on deposit in the Supplemental Enhancement Account on
the related Determination Date (exclusive of the Supplemental Enhancement
Account Investment Earnings Amount).

          "Supplemental Enhancement Account Deposit" means $7,954,545.45.

          "Supplemental Enhancement Account Investment Earnings Amount" means,
with respect to any Payment Date, the earnings on investments of funds in the
Supplemental Enhancement Account.

                                       32


          "Supplemental Enhancement Account Release Amount" means, with respect
to any Payment Date, the amount to be released from the Supplemental Enhancement
Account on such Payment Date equal to the excess of the Total Enhancement Amount
(after giving effect to all withdrawals from the Spread Account to be made on
such Payment Date ) over the Required Total Enhancement Amount, after
application of clauses (i) through (ix) of Section 5.6(c) of the Sale and
Servicing Agreement, on such Payment Date.

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

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

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

          "Total Enhancement Amount" means, for any date of determination, the
sum of (i) amounts on deposit in the Spread Account, (ii) the Supplemental
Enhancement Account Balance and (iii) the Overcollateralization Amount.

          "Transfer Agreement" means each Transfer Agreement, substantially in
the form of Exhibit H to the Sale and Servicing Agreement, dated as of the
related Subsequent Transfer Date, among the Transferor, the Originator, LBARC-WI
and the Trust Collateral Agent, pursuant to which Subsequent Receivables are
conveyed to the Trust, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof.

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

          "Transferred Property" shall mean the Initial Transferred Property and
the Subsequent Transferred Property.

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

          "Trust Agreement" means the Amended and Restated Trust Agreement,
dated as of December 1, 2004, between the Transferor and the Owner Trustee, as
the same may be amended or supplemented from time to time.

          "Trust Assets" means collectively, the Initial Trust Assets and the
Subsequent Trust Assets.

                                       33


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

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

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

          "Underwriters" means Greenwich Capital Markets, Inc. and Citigroup.

          "Underwriting Agreement" means the Underwriting Agreement relating to
the Class A Notes, dated November 19, 2004, among the Transferor, LBAC and the
Underwriters, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof.

          "VSI Policy" means, as of the Closing Date, (i) the vendor's single
interest physical damage insurance policy No. 1-5529-1344 NJ issued by BALBOA
Life and Casualty, (ii) the vendor's single interest physical damage insurance
policy No. LS 700 9-0254 issued by Old Republic Minnehoma Insurance Company,
(iii) the vendor's single interest physical damage insurance policy No.
C1M2187817 issued by Utica National Insurance Group, (iv) the vendor's single
interest physical damage insurance policy No. UL6160 issued by Ohio Indemnity
Company, (v) the vendor's single interest physical damage insurance policy No.
ANCOL6715 issued by American National Property & Casualty Company, or (vi) the
vendor's single interest physical damage insurance policy No. ANCA06716 issued
by American National Property & Casualty Company, as applicable, with respect to
the Financed Vehicles covered thereby, in each case in which LBAC is the named
insured and the Trust Collateral Agent is an additional named insured; provided,
that in the reasonable discretion of the Servicer any of the aforementioned
policies may be cancelled and replaced with a substitute insurance policy, or,
with the prior written consent of the Note Insurer, the Servicer may self-insure
against the risk previously covered by the cancelled policy.

          "Weighted Average Note Rate" means, as of any Determination Date, the
weighted average of the Class A-1 Note Rate, the Class A-2 Note Rate, the Class
A-3 Note Rate and the Class A-4 Note Rate (weighted based on the outstanding
Class A-1 Note Balance, the outstanding Class A-2 Note Balance, the outstanding
Class A-3 Note Balance and the outstanding Class A-4 Note Balance as of such
Determination Date).


                                       34