EXHIBIT 99.1





























                             Annex A - Defined Terms

         "Accounts" means the Collection Account, the Note Account, the Policy
Payments Account, the Spread Account and the Demand Note Spread Account, if any.

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

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

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

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

         "Agency Agreement" means the Agency Agreement dated as of 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.

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

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

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

         "Applicable Demand Note Document" means (i) if the Applicable Demand
Note Person is the Demand Note Guarantor, the Demand Note Guarantee, and (ii)
otherwise, the Demand Note.

         "Applicable Demand Note Person" means (i) if the Demand Note Provider
is not an Eligible Person, the related Demand Note Guarantor and (ii) otherwise,
the Demand Note Provider.




         "Assignments" means each of the LBAC Assignment and the LBARC-WI
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) (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.

         "Back-up Servicer" means JPMorgan Chase Bank, 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 0.0215% per annum, payable
monthly.

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


                                       2


         "Basic Documents" means the Sale and Servicing Agreement, the
Indenture, the Purchase Agreement, each Assignment, the Spread Account
Agreement, the Custodial Agreement, the Trust Agreement, the Notes, the
Certificate, the Servicer Termination Side Letter, the Insurance Agreement, the
Indemnification Agreement, the Underwriting Agreement, the Premium Letter, the
Demand Note, the Demand Note Guarantee, the LBAC Guaranty, the Demand Note Fee
Letter, the Lock-Box Agreement, the Agency Agreement, the Depository Agreement,
the Stock Pledge Agreement, the GCFP Release and the CGMRC 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 Class R Certificate issued by the Issuer
pursuant to the Trust Agreement.

         "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.

         "Citigroup" means Citigroup Global Markets Inc. and any successor
thereto.

         "CGMRC" means Citigroup Global Markets Realty Corp. and any successor
thereto.

         "CGMRC Release" means the security interest release, dated October 30,
2003, by CGMRC in favor of LBARC-WI.

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

         "Class A Note" means any one of the Class A-1 Notes or the Class A-2
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 and
the Class A-2 Note Balance.


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

         "Class A-1 Final Scheduled Payment Date" means the Payment Date in
April 2008.

         "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 (calculated on the basis of a 360-day year
consisting of twelve 30-day months) from the preceding Payment Date over the
amount of interest actually paid to the holders of the Class A-1 Notes on such
current Payment Date plus thirty (30) days of 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.

         "Class A-1 Interest Payment Amount" means, for any Payment Date, an
amount equal to the product of (x) 1/12 (or, with respect to the initial Payment
Date, 15/360), (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 1.70% Long Beach Acceptance Auto
Receivables Trust 2003-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.

         "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 1.70% 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 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-2 Final Scheduled Payment Date" means the Payment Date in June
2010.


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         "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 (calculated on the basis of a 360-day year
consisting of twelve 30-day months) from the preceding Payment Date over the
amount of interest actually paid to the holders of the Class A-2 Notes on such
current Payment Date plus thirty (30) days of 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.

         "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 initial Payment
Date, 15/360), (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 3.29% Long Beach Acceptance Auto
Receivables Trust 2003-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.

         "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 3.29% per annum; provided, however, that if
the Class R Certificateholder does not exercise its option to redeem the Notes
on the first Payment Date on which the outstanding Pool Balance is less than or
equal to 10% of the Original Pool Balance, the Class A-2 Note Rate shall on such
Payment Date and each Payment Date thereafter, equal 3.79% 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 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 R Certificate" means a trust certificate evidencing the entire
beneficial interest in the Trust, substantially in the form of Exhibit B 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.


                                       5

         "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 October 30, 2003.

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

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

         "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.

         "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 2003-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.


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         "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.

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

         "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 immediately preceding Collection Period and
(B) $1000.

         "Custodian Fee Rate" means 0.02% per annum.

         "Cutoff Date" means the close of business on September 30, 2003.

         "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.


                                       7


         "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 specified in Section
5.11(a) of the Sale and Servicing Agreement.

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

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

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

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

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

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


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                  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 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


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                  (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 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.

         "Demand Note" means the demand note dated as of October 30, 2003,
issued by CIGPF I Corp. to the Collateral Agent or any replacement demand note
issued, or guaranteed by, an Eligible Person. References to the "Demand Note"
shall also include the Demand Note Spread Account if such account shall have
been funded pursuant to Section 5.12(c) or (e) of the Sale and Servicing
Agreement.

         "Demand Note Amount" means with respect to any date of determination,
(i) if no Demand Note Event is continuing, an amount equal to the lesser of (A)
$5,681,818.46 and (B) the lesser of (1) the Required Total Enhancement Amount
less any amount on deposit (other than the Demand Note and any amounts on
deposit in the Demand Note Spread Account) in the Spread Account less the
Overcollateralization Amount and (2) the Demand Note Amount in effect on the
most recent date of determination less any unreimbursed draws thereunder or
under the Demand Note Guarantee (whether such draws were made by the Collateral
Agent or the Note Insurer) and (ii) if a Demand Note Event is continuing and the
Demand Note has been drawn in full pursuant to Section 5.12(e) of the Sale and
Servicing Agreement, zero.

         "Demand Note Claim Date" with respect to any Payment Date, the
Determination Date immediately preceding such Payment Date.


                                       10


         "Demand Note Event" means the existence of any of the following
conditions or events:

                  (a) the Applicable Demand Note Person's failure to make a
         payment under the Demand Note;

                  (b) any representation or warranty made by the Applicable
         Demand Note Person in the Applicable Demand Note Document or in any
         certificate, report or financial statement delivered by it which proves
         to have been untrue in any material respect when made and which
         continues to be incorrect in any material respect for a period of 30
         days after the date on which written notice of such failure, requiring
         the same to be remedied, shall have been given to the Applicable Demand
         Note Person by the Collateral Agent or the Controlling Party;

                  (c) the Applicable Demand Note Person's failure to perform or
         breach of any covenant set forth in the Applicable Demand Note Document
         (other than the covenant set forth in (a) above), which continues to be
         unremedied for a period of 30 days after the date on which written
         notice of such failure, requiring the same to be remedied, shall have
         been given to the Applicable Demand Note Person by the Collateral Agent
         or the Controlling Party;

                  (d) the entry of a decree or order by a court having
         jurisdiction in the premises for relief in respect of Applicable Demand
         Note Person, or adjudging the Applicable Demand Note Person a bankrupt
         or insolvent, or approving as properly filed a petition seeking
         reorganization, adjustment or composition of or in respect of the
         Applicable Demand Note Person under any applicable federal or state
         bankruptcy, insolvency, reorganization or other similar law, or
         appointing a custodian, receiver, liquidator, assignee, trustee,
         sequestrator (or other similar official) of or for the Applicable
         Demand Note Person or any substantial part of its property, or ordering
         the winding up or liquidation of its affairs; or

                  (e) the commencement by the Applicable Demand Note Person of a
         voluntary case, or the institution by it of proceedings to be
         adjudicated a bankrupt or insolvent, or the consent by it to the
         institution of bankruptcy or insolvency proceedings against it, or the
         filing by it of a petition or answer or consent seeking reorganization,
         arrangement or relief under any applicable federal or state bankruptcy,
         insolvency, reorganization or other similar law, or the consent or
         acquiescence by it to the filing of any such petition or to the
         appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee, sequestrator (or other similar official)
         of the Applicable Demand Note Person or any substantial part of its
         property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability or its
         failure to pay its debts generally as they become due, or the taking of
         corporate action by the Applicable Demand Note Person in furtherance of
         any such action.

         "Demand Note Fee" has the meaning set forth in the Demand Note Fee
Letter.


                                       11


         "Demand Note Fee Letter" means the letter agreement, dated the Closing
Date, among LBAC, the Issuer and the Demand Note Provider, setting forth the
fees related to the Demand Note.

         "Demand Note Guarantee" means, if any Demand Note is not issued by an
Eligible Person, the guarantee of such Demand Note by a Demand Note Guarantor in
favor of the Collateral Agent.

         "Demand Note Guarantor" means, with respect to any Demand Note
Guarantee, the Eligible Person executing such Demand Note Guarantee.

         "Demand Note Interest Payment Amount" means, for any Payment Date, the
sum of (a) the product of (i) 1/12 (or with respect to the initial Payment Date,
15/360), (ii) the Demand Note Fee and (iii) the Demand Note Amount (or, if the
Demand Note Spread Account has been funded in accordance with the Spread Account
Agreement, the balance on deposit therein) and (b) any Demand Note Interest
Payment Amount from any prior Payment Date that remains unpaid as of such
current Payment Date.

         "Demand Note Provider" means the Person obligated to make payments to
the Collateral Agent under a Demand Note, initially CIGPF I Corp.

         "Demand Note Spread Account" has the meaning set forth in the Spread
Account Agreement.

         "Demand Note Supplemental Fee" has the meaning set forth in the Demand
Note Fee Letter.

         "Demand Note Supplemental Interest Payment Amount" means, for any
Payment Date, the product of (i) 1/12, (ii) the Demand Note Supplemental Fee and
(iii) the amount of any current and previously unreimbursed draws on the Demand
Note, pursuant to Section 5.12(b) hereof.

         "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 fifth
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.


                                       12


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

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

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

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

         (g) the Demand Note or any replacement Demand Note issued or guaranteed
by an Eligible Person; and


                                       13


         (h) 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.

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

         "GCFP" means Greenwich Capital Financial Products, Inc.

         "GCFP Release" means the security interest release, dated October 30,
2003, by GCFP in favor of LBAC.


                                       14


         "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.

         "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 October 1, 2003, 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 October 1, 2003, between
the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time.

         "Indenture Trustee" means JPMorgan Chase Bank, a New York banking
corporation, 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
initial Payment Date, the Indenture Trustee Fee will equal the product of
one-twelfth of the Indenture Trustee Fee Rate and the Initial Note Balance.


                                       15


         "Indenture Trustee Fee Rate" means 0.0035% per annum.

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

         "Independent Certificate" means a certificate or opinion to be
delivered to the Trust Collateral Agent under the circumstances described in,
and otherwise complying with, the applicable requirements of Section 4.11 of the
Sale and Servicing Agreement, prepared by an Independent appraiser or other
expert appointed by an Issuer Order and approved by the Trust Collateral Agent
in the exercise of reasonable care, and such opinion or certificate shall state
that 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 Note Balance" means the sum of the Initial Class A-1 Note
Balance and the Initial Class A-2 Note Balance.

         "Initial Class A-1 Note Balance" means $170,000,000.

         "Initial Class A-2 Note Balance" means $80,000,000.

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

         "Insurance Agreement" means the Insurance and Indemnity Agreement,
dated as of October 1, 2003, among LBAC, the Transferor, the Issuer and the Note
Insurer, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.

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

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

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

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

         "Issuer" or "Trust" means the Long Beach Acceptance Auto Receivables
Trust 2003-C, a Delaware statutory trust, created pursuant to the Trust
Agreement.


                                       16


         "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, a New York banking
corporation, and its successors in interest.

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

         "LBAC Assignment" means the assignment dated as of October 1, 2003 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.

         "LBAC Guaranty" means the guaranty, dated as of October 30, 2003, in
favor of the Demand Note Provider and the Demand Note Guarantor.

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

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

         "LBAC Receivables Purchase Price" means $182,383,168.85.

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

         "LBARC-WI Assignment" means the assignment dated as of October 1, 2003
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 Receivables" means the Receivables set forth on Schedule A-2
to the Purchase Agreement.

         "LBARC-WI Receivables Purchase Price" means $70,142,096.00.

         "Legal Files" means, with respect to each Receivable, the following
documents held by the Custodian pursuant to the Custodial Agreement: 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), a fully
executed assignment in blank from the Originator, the Lien Certificate or the
Title Package, the fully executed original of any form legally required to be
executed by a co-signer, evidence of verification of physical damage insurance
coverage and 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.


                                       17


         "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.


                                       18


         "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 Bank, as amended, modified
or supplemented from time to time in accordance with the terms thereof unless
such Agreement shall be terminated in accordance with its terms or the terms
hereof, in which event, "Lock-Box Agreement" shall mean such other agreement, in
form and substance acceptable to the Note Insurer, among the Servicer, the
Lock-Box Processor and the Indenture Trustee.

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

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

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

         "Master Loan Agreement" means the Master Loan Agreement, dated as of
October 30, 2003 among LBARC-WI, as borrower, LBAC and CIGPF I Corp Inc., as
lender, as the same may be amended, supplemented or otherwise modified from time
to time in accordance with the terms thereof.

         "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.


                                       19


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

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

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

         "New York UCC" shall have the meaning set forth in Section 5.13 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 Class A
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).


                                       20


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

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

         "Note Rate" means (i) with respect to the Class A-1 Notes, the Class
A-1 Note Rate and (ii) with respect to the Class A-2 Notes, the Class A-2 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 the Spread Account
(including the Demand Note) over (y) the Pool Balance at the end of the prior
calendar month.

         "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.


                                       21


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

         "Original Pool Balance" means $252,525,264.85.

         "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 the Pool Balance over 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 Cutoff Date in excess of
the aggregate Scheduled Receivable Payments, Servicer expenses and late fees, if
any, with respect to such Precomputed Receivables, retained by the Servicer in
accordance with its payment application procedures.

         "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 November 17, 2003.

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

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

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

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


                                       22


         "Policy" means the financial guaranty insurance policy No. 51465-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.

         "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 Cutoff Date, using the actuarial or constant yield
method and (B) thereafter, using the Simple Interest Method, provided, however,
that no amount applied as interest accrued on any such Precomputed Receivable
for any single Collection Period will exceed 30 days' interest accrued thereon
assuming a 360-day year consisting of twelve 30-day months; (ii) in the case of
Simple Interest Receivables, that portion of all Scheduled Receivable Payments
on such Receivable actually received on or prior to such day allocable to
principal using the Simple Interest Method; (iii) any payment of the Purchase
Amount with respect to the Receivable allocable to principal; (iv) any Cram Down
Loss in respect of such Receivable; and (v) any prepayment in full or any
partial prepayment applied to reduce the Principal Balance of the Receivable;
provided, however, that the Principal Balance of a Receivable that has become a
Liquidated Receivable shall equal zero.

         "Principal Payment Amount" means, (i) for any Payment Date other than
the Final Scheduled Payment Date, the amount, if any, by which the outstanding
Class A Note Balance exceeds the Pool Balance as of the end of the related
Collection Period; 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) then outstanding Class A-1 Note Balance
or Class A-2 Note Balance, as applicable.


                                       23


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

         "Prospectus Supplement" means the prospectus supplement dated October
17, 2003 specifically relating to the Class A Notes.

         "Prospectus" means the prospectus (included in Registration Statement
No. 333-108506) dated September 11, 2003.

         "Purchase Agreement" means the Purchase Agreement, dated as of October
1, 2003, 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.

         "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.


                                       24


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

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

         "Receivables Purchase Price" means $250,000,000.

         "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 outstanding Note Balance 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 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.

         "Remaining Deficiency Claim Amount" means, with respect to any Demand
Note Claim Date, the excess of (a) the sum of amounts due and owing on the
related Payment Date pursuant to Section 5.6(c)(i) through (vi) of the Sale and
Servicing Agreement over (b) the sum of Available Funds and the cash on deposit
in the Spread Account (excluding the proceeds from the Demand Note).

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


                                       25


         "Requisite Amount" shall have the meaning specified 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 (excluding the Demand Note).

         "Required Total Enhancement Amount" has 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 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 October 1, 2003, 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 such Collection Period. If after the Closing Date, the Obligor's
obligation under such Receivable with respect to a Collection Period has been
modified so as to differ from the amount specified in such Receivable as a
result of (i) the order of a court in an insolvency proceeding involving the
Obligor, (ii) pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended or (iii) modifications or extensions of the Receivable permitted by
Section 4.2 of the Sale and Servicing Agreement, the Scheduled Receivable
Payment with respect to such Collection Period shall refer to the Obligor's
payment obligation with respect to such Collection Period as so modified.

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


                                       26


         "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
October 1, 2003, 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.

         "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.


                                       27


         "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 October 1, 2003, 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 (other than the Demand Note) 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 Bank, as trust collateral agent and collateral agent, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof.

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

         "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,
(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 and (iv) the date on which all amounts due and owing to the
Demand Note Provider have been paid in full.

         "Texas UCC" shall have the meaning set forth in Section 2.4 of the Sale
and Servicing Agreement.


                                       28


         "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 (including the Demand Note
Amount) and (ii) the Overcollateralization Amount.

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

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

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

         "Trust Agreement" means the Amended and Restated Trust Agreement, dated
as of October 1, 2003, between the Transferor and the Owner Trustee, as the same
may be amended or supplemented from time to time.

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

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

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

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

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


                                       29


         "Underwriting Agreement" means the Underwriting Agreement relating to
the Class A Notes, dated October 17, 2003, 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 or (iv) the vendor's single
interest physical damage insurance policy No. UL6160 issued by Ohio Indemnity
Company, as applicable, with respect to the Financed Vehicles covered thereby,
in each case in which LBAC is the named insured and the Trust Collateral Agent
is an additional named insured; provided, that in the reasonable discretion of
the Servicer any of the aforementioned policies may be cancelled and replaced
with a substitute insurance policy, or, with the prior written consent of the
Note Insurer, the Servicer may self-insure against the risk previously covered
by the cancelled policy.

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


                                       30