UNDERWRITING AGREEMENT

Ladies and Gentlemen:

Long Beach Acceptance Corp., a corporation organized and existing under the laws of Delaware (the " Sponsor "), and Long Beach Acceptance Receivables Corp., a corporation organized and existing under the laws of Delaware (the " Seller ") (the Sponsor and the Seller, collectively, the " Companies "), agree with you as follows:

Section 1.    Issuance and Sale of Notes . The Sponsor has authorized the issuance and sale of $____________ Class A ___% Asset Backed Notes (the " Notes "). The Notes are to be issued by Long Beach Acceptance Auto Receivables Trust 20__-_ (the " Trust ") pursuant to an Indenture, to be dated as of _____________, 20__ (the " Indenture "), between the Trust and [Name of indenture trustee], a ________________, as indenture trustee (the " Trustee ") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the " Certificate ") (the Notes and the Certificate, collectively, the " Securities ") pursuant to a Trust Agreement, dated as of ____________, 20__, as amended and restated as of ___________, 20__ between the Seller and [Name of owner trustee], as owner trustee (the " Owner Trustee "). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the " [Initial] Receivables ") and certain monies due thereunder on or after ________________, 20__ (the " [Initial] Cutoff Date "). [Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the " Subsequent Receivables ") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The [Initial] Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables."]

[The Notes will have the benefit of a note insurance policy (the " Note Insurance Policy "), issued by ________________, a __________________ organized under the laws of _____________ (the " Note Insurer ").]

[In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of ______________, 20__ (the " Insurance Agreement ") and (ii) the Seller, the Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement dated as of ____________, 20__ (the " Indemnification Agreement ").]

As used herein, the term " Sponsor Agreements " means the Sale and Servicing Agreement dated as of ___________, 20__ among the Trust, the Sponsor, as servicer, the Seller and [Name of trust collateral agent], a ________________, as trust collateral agent (the " Sale and Servicing Agreement "), the Purchase Agreement between the Sponsor and the Seller dated as of ______________, 20__ (the " Purchase Agreement "), [the Insurance Agreement, the Indemnification Agreement] and this Agreement; the term " Seller Agreements " means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, [the Insurance Agreement, the Indemnification Agreement] and this Agreement.

The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Name of representative of underwriters] is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the " Representative ."

The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on _____________, 20__ as the Underwriters deem advisable.

The Certificate will be retained by the Seller.

Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Section 2.    Representations and Warranties . A. The Sponsor represents, warrants and agrees with the Underwriters, that:

(i)    A Registration Statement on Form S-3 (No. ___________) has (a) been prepared by the Sponsor on such Form in conformity with the requirements of the Securities Act of 1933, as amended (the " Securities Act ") and the rules and regulations (the " Rules and Regulations ") of the United States Securities and Exchange Commission (the " Commission ") thereunder, (b) been filed with the Commission and (c) been declared effective by the Commission, and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been initiated or threatened, by the Commission. Copies of such Registration Statement have been delivered by the Sponsor to the Underwriters. There are no contracts or documents of the Sponsor which are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Rules and Regulations which have not been so filed or incorporated by reference therein on or prior to the Effective Date of the Registration Statement. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied.

As used herein, the term " Effective Date " means the date on and time at which the Registration Statement became effective, or the date on and the time at which the most recent post-effective amendment to such Registration Statement, if any, was declared effective by the Commission. The term " Registration Statement " means (i) the registration statement referred to in the preceding paragraph, including the exhibits thereto, (ii) all documents incorporated by reference therein pursuant to Item 12 of Form S-3 and (iii) any post-effective amendment filed and declared effective prior to the date of issuance of the Notes. The term " Base Prospectus " means the prospectus included in the Registration Statement. The term " Prospectus Supplement " means the prospectus supplement dated the date hereof, specifically relating to the Notes, as filed with the Commission pursuant to Rule 424 of the Rules and Regulations (the " Prospectus Supplement "). The term " Company Offering Materials " means, collectively, the Registration Statement, the Base Prospectus and the Prospectus Supplement except for [(x) the information set forth under the caption "The Insurer" and (y)] the Underwriter Information. The term " Underwriter Information " means the information set forth under the caption "Underwriting" in the Prospectus Supplement and any information in the Prospectus Supplement relating to any potential market-making, over-allotment or price stabilization activities of the Underwriters. The term " Prospectus " means, together, the Base Prospectus and the Prospectus Supplement.

To the extent that the Underwriter either (i) has provided to the Sponsor Collateral term sheets (as hereinafter defined) that such Underwriter has provided to a prospective investor, the Sponsor has filed such Collateral term sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Sponsor Structural term sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Sponsor will file or cause to be filed with the Commission a report on Form 8-K containing such Structural term sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Prospectus is made available to the Underwriter in final form.

(ii)    The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform in all respects to the requirements of the Securities Act and the Rules and Regulations. The Company Offering Materials do not and will not, as of the Effective Date or filing date thereof and of any amendment thereto, as appropriate, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(iii)    The documents incorporated by reference in the Company Offering Materials, when they were filed with the Commission conformed in all material respects to the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the " Exchange Act "), as applicable, and the Rules and Regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Company Offering Materials, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the Rules and Regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(iv)    Since the respective dates as of which information is given in the Company Offering Materials, or the Company Offering Materials as amended and supplemented, (x) there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, stockholders' equity, results of operations, regulatory situation or business prospects of the Sponsor and (y) the Sponsor has not entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Sponsor that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Notes, otherwise than as set forth or contemplated in the Company Offering Materials, as so amended or supplemented.

(v)    The Sponsor is not aware of (x) any request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information, (y) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or (z) any notification with respect to the suspension of the qualification of the Notes for the sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(vi)    The Sponsor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business or financial condition of the Sponsor and has all power and authority necessary to own or hold its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under each Sponsor Agreement and to cause the Securities to be issued.

(vii)    There are no actions, proceedings or investigations pending before or threatened by any court, administrative agency or other tribunal to which the Sponsor is a party or of which any of its properties is the subject (i) which if determined adversely to it is likely to have a material adverse effect individually, or in the aggregate, on the business or financial condition of the Sponsor, (ii) asserting the invalidity of any Sponsor Agreement, in whole or in part or the Securities, (iii) seeking to prevent the issuance of the Securities or the consummation by the Companies of any of the transactions contemplated by any Sponsor Agreement, in whole or in part, or (iv) which if determined adversely is likely to materially and adversely affect the performance by the Sponsor of its obligations under, or the validity or enforceability of, any Sponsor Agreement, in whole or in part or the Securities.

(viii)    Each Sponsor Agreement has been, or, when executed and delivered will have been, duly authorized, validly executed and delivered by the Sponsor and each Sponsor Agreement constitutes, a valid and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with its respective terms, except to the extent that the enforceability hereof may be subject (x) to insolvency, reorganization, moratorium, receivership, conservatorship, or other similar laws, regulations or procedures of general applicability now or hereafter in effect relating to or affecting creditors' rights generally, (y) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (z) with respect to rights of indemnity under this Agreement, to limitations of public policy under applicable securities laws.

(ix)    The issuance and delivery of the Securities, and the execution, delivery and performance of each Sponsor Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach of or violate any term or provision of or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Sponsor is a party, by which the Sponsor may be bound or to which any of the property or assets of the Sponsor or any of its subsidiaries may be subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Sponsor or any law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Sponsor or any of its respective properties or assets.

(x)    [Name of accountant] is an independent public accountant with respect to the Sponsor as required by the Securities Act and the Rules and Regulations.

(xi)    No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance and sale of the Notes, or the consummation by the Sponsor of the other transactions contemplated by this Agreement, except the registration under the Securities Act of the Securities and such consents, approvals, authorizations, registrations or qualifications as may have been obtained or effected or as may be required under securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters.

(xii)    The Sponsor possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Company Offering Materials (or is exempt therefrom) and the Sponsor has not received notice of any proceedings relating to the revocation or modification of such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, is likely to materially and adversely affect the conduct of its business, operations, financial condition or income.

(xiii)    The Sponsor will not conduct its operations while any of the Securities are outstanding in a manner that would require the Sponsor or the Trust to be registered as an "investment company" under the Investment Company Act of 1940, as amended (the " 1940 Act "), as in effect on the date hereof.

(xiv)    Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of any Sponsor Agreement, [the Note Insurance Policy] and the Securities that are required to be paid by the Sponsor at or prior to the Closing Date have been paid or will be paid at or prior to the Closing Date.

(xv)    At the Closing Date, each of the representations and warranties of the Sponsor set forth in any Sponsor Agreement will be true and correct in all material respects.

(xvi)    Any certificate signed by an officer of the Sponsor and delivered to the Representative or the Representative's counsel in connection with an offering of the Notes shall be deemed, and shall state that it is, a representation and warranty as to the matters covered thereby to each person to whom the representations and warranties in this Section 2A are made.

B.    The Seller represents, warrants and agrees with the Underwriters, that:

(i)    The Company Offering Materials do not and will not, as of the applicable filing date therefor and any amendment or supplement thereto, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

(ii)    The documents incorporated by reference in the Company Offering Materials, when they were filed with the Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act and the Rules and Regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Company Offering Materials, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the Rules and Regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(iii)    Since the respective dates as of which information is given in the Company Offering Materials, (x) there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, stockholders' equity, results of operations, regulatory situation or business prospects of the Seller and (y) the Seller has not entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Seller that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Securities, otherwise than as set forth or contemplated in the Company Offering Materials, as so amended or supplemented.

(iv)    The Seller is not aware of (x) any request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information, (y) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or (z) any notification with respect to the suspension of the qualification of the Notes for the sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(v)    The Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business or financial condition of the Seller and has all power and authority necessary to own or hold its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under each Seller Agreement.

(vi)    There are no actions, proceedings or investigations pending before or threatened by any court, administrative agency or other tribunal to which the Seller is a party or of which any of its properties is the subject (i) which if determined adversely to it is likely to have a material adverse effect individually, or in the aggregate, on the business or financial condition of the Seller, (ii) asserting the invalidity of any Seller Agreement in whole or in part, (iii) seeking to prevent the issuance of the Securities or the consummation by the Seller of any of the transactions contemplated by any Seller Agreement in whole or in part, or (iv) which if determined adversely is likely to materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, any Seller Agreement in whole or in part or the Securities.

(vii)    Each Seller Agreement has been, or, when executed and delivered will have been, duly authorized, validly executed and delivered by the Seller and each Seller Agreement constitutes, a valid and binding agreement of the Seller, enforceable against the Seller in accordance with their respective terms, except to the extent that the enforceability hereof may be subject (x) to insolvency, reorganization, moratorium, receivership, conservatorship, or other similar laws, regulations or procedures of general applicability now or hereafter in effect relating to or affecting creditors' rights generally, (y) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (z) with respect to rights of indemnity under this Agreement, to limitations of public policy under applicable securities laws.

(viii)    The execution, delivery and performance of each Seller Agreement by the Seller and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach of or violate any term or provision of or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Seller is a party, by which the Seller may be bound or to which any of the property or assets of the Seller or any of its subsidiaries may be subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Seller or any law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller or any of its respective properties or assets.

(ix)    [Name of accountant] is an independent public accountant with respect to the Seller as required by the Securities Act and the Rules and Regulations.

(x)    No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance and sale of the Notes, or the consummation by the Seller of the transactions contemplated by each Seller Agreement except the registration under the Securities Act of the Securities and such consents, approvals, authorizations, registrations or qualifications as may have been obtained or effected or as may be required under securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters.

(xi)    The Seller possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Company Offering Materials (or each is exempt therefrom) and the Seller has not received notice of any proceedings relating to the revocation or modification of such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, is likely to materially and adversely affect the conduct of its business, operations, financial condition or income.

(xii)    The Seller will have the power and authority to sell the Receivables to the Trust. Following the conveyance of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Trust will own the Receivables free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, " Liens ") other than Liens created by the Sale and Servicing Agreement.

(xiii)    As of the [Initial] Cutoff Date each of the [Initial] Receivables will meet the eligibility criteria described in the Prospectus [and as of the applicable Subsequent Cutoff Date each of the related Subsequent Receivables will meet the eligibility criteria described in the Prospectus].

(xiv)    Neither the Seller nor the Trust created by the Trust Agreement will conduct their operations while any of the Securities are outstanding in a manner that would require the Seller or the Trust to be registered as an "investment company" under the 1940 Act, as in effect on the date hereof.

(xv)    Each of the Securities, the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, [the Indemnification Agreement and the Note Insurance Policy] conforms in all material respects to the descriptions thereof contained in the Prospectus.

(xvi)    Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of any Seller Agreement, [the Note Insurance Policy] and the Securities that are required to be paid by either the Seller at or prior to the Closing Date have been paid or will be paid at or prior to the Closing Date.

(xvii)    At the Closing Date, each of the representations and warranties of the Seller set forth in any Seller Agreement will be true and correct in all material respects.

(xviii)    The direction by the Seller to the Owner Trustee to execute, authenticate, issue and deliver the Certificate will be duly authorized by the Seller and, assuming the Owner Trustee has been duly authorized to do so, when executed, authenticated, issued and delivered by the Owner Trustee in accordance with the Trust Agreement, the Certificate will be validly issued and outstanding and will be entitled to the benefits of the Trust Agreement.

Any certificate signed by an officer of the Seller and delivered to the Representative or the Representative's counsel in connection with an offering of the Notes shall be deemed, and shall state that it is, a representation and warranty as to the matters covered thereby to each person to whom the representations and warranties in this Section 2B are made.

Section 3.    Purchase and Sale . The Underwriters' commitment to purchase the Notes pursuant to this Agreement shall be deemed to have been made on the basis of the representations and warranties of the Companies herein contained and shall be subject to the terms and conditions herein set forth. The Sponsor agrees to instruct the Trust to issue the Notes to the Underwriters, and the Underwriters agree to purchase on the date of issuance thereof. The purchase prices for the Notes shall be as set forth on Schedule 1 hereto.

Section 4.    Delivery and Payment . Payment of the purchase price for, and delivery of, any Notes to be purchased by the Underwriters shall be made at the office of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York, or at such other place as shall be agreed upon by the Representative and the Companies, at 10:00 a.m. New York City time on ______________, 20__ (the " Closing Date "), or at such other time or date as shall be agreed upon in writing by the Representative and the Companies. Payment shall be made by wire transfer of same day funds payable to the account designated by the Sponsor. Each of the Notes so to be delivered shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company.

The Companies agree to have the Notes available for inspection, checking and packaging by the Representative in New York, New York, not later than 12:00 P.M. New York City time on the business day prior to the Closing Date.

Section 5.    Offering by Underwriters . It is understood that the Underwriters propose to offer the Notes for sale to the public as set forth in the Prospectus.

Section 6.    Covenants of the Companies . Each of the Companies covenants with the Underwriters as follows:

A.    To cause to be prepared a Prospectus in a form approved by the Underwriters, to file such Prospectus pursuant to Rule 424(b) under the Securities Act within the time period prescribed by Rule 424(b) and to provide the Underwriters with evidence satisfactory to the Underwriters of such timely filing; to cause to be made no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the 91st day following the Closing Date except as permitted herein; to give notice to the Underwriters of the filing of any amendment to the Registration Statement which is filed or becomes effective prior to the 91st day following the Closing Date or any supplement to the Prospectus or any amended Prospectus which is filed prior to the 91st day following the Closing Date and to furnish the Underwriters with copies thereof; to file promptly all reports and any global proxy or information statements required to be filed by the Sponsor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and, until the 91st day following the Closing Date; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order or of: (i) any order preventing or suspending the use of the Prospectus; (ii) the suspension of the qualification of the Notes for offering or sale in any jurisdiction; (iii) the initiation of or threat of any proceeding for any such purpose; (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Sponsor promptly shall use its best efforts to obtain the withdrawal of such order by the Commission.

B.    To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.

C.    To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time in connection with the offering or sale of the Notes and if at such time any events shall have occurred as a result of which the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Sponsor shall notify the Underwriters and, upon the Underwriters' request based upon the advice of counsel, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance.

D.    To cause to be filed promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Seller or the Underwriters, be required by the Securities Act or requested by the Commission. Neither the Underwriters' consent to nor their delivery of any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

E.    To cause to be furnished to the Underwriters and counsel for the Underwriters, prior to filing with the Commission, and to obtain the consent of the Underwriters, which consent will not unreasonably be withheld, for the filing of the following documents relating to the Notes: (i) any amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (ii) the Prospectus filed pursuant to Rule 424 of the Rules and Regulations.

F.    To use its best efforts, in cooperating with the Sponsor and the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Notes. The Seller will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been so qualified.

G.    The Seller will not, without the prior written consent of the Representative, contract to sell any automobile receivables-backed certificates, automobile receivables-backed notes or other similar securities either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the Closing Date.

H.    So long as the Notes shall be outstanding, the Seller shall deliver to the Underwriters as soon as such statements are furnished to the Trustee: (i) the annual statement as to compliance of the Servicer delivered to the Trustee pursuant to Section [4.10(a)] of the Sale and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to Section [4.11] of the Sale and Servicing Agreement with respect to the Servicer; and (iii) the monthly reports furnished to the Noteholders pursuant to Section [5.7] of the Sale and Servicing Agreement.

I.    So long as any of the Notes are outstanding, the Seller will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year of the Trust, all documents required to be distributed to Noteholders and other filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder with respect to any securities issued by the Sponsor or the Seller that are (A) non-structured equity or debt offering of the Sponsor or the Seller or (B) the Notes and (ii) from time to time, any other information concerning the Sponsor or the Seller filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters shall reasonably request in writing.

J.    To apply the net proceeds from the sale of the Notes in the manner set forth in the Prospectus.

K.    If, between the date hereof or, if earlier, the dates as of which information is given in the Prospectus and the Closing Date, to the knowledge of the Seller, there shall have been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Sponsor or the Seller, the Seller will give prompt written notice thereof to the Underwriters.

L.    To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Sponsor or the Seller, the Seller shall use its best efforts to furnish or cause to be furnished such documents and take any such other actions.

Section 7.    Conditions of the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Notes pursuant to this Agreement are subject to (i) the accuracy on and as of the Closing Date of the representations and warranties on the part of the Companies herein contained, (ii) the accuracy of the statements of officers of the Companies made pursuant hereto, (iii) the performance by the Companies of all of their respective obligations hereunder, and the performance by the Companies of all of their respective obligations under the Sponsor Agreements and the Seller Agreements and (iv) the following conditions as of the Closing Date:

A.    No stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with.

B.    The Underwriters shall have received the Sale and Servicing Agreement, the Purchase Agreement, the Indenture, the Trust Agreement, [the Indemnification Agreement] and the Notes in form and substance satisfactory to the Underwriters a