EXHIBIT
      4.5

     

    
      

      

    

     

     

    SALE
      AND
      SERVICING AGREEMENT

     

    among

     

    LONG
      BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-_

     

    Issuer

     

    LONG
      BEACH ACCEPTANCE RECEIVABLES CORP.

     

    Transferor

     

    LONG
      BEACH ACCEPTANCE CORP.

     

    Originator
      and Servicer

     

    and

     

    [NAME
      OF
      INDENTURE TRUSTEE]

     

    Back-up
      Servicer, Custodian and Trust Collateral Agent

     

    Dated
      as
      of _________ , 20__

     

    


     

    
      

      

    

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
           

        

      

    



    TABLE
      OF
      CONTENTS

     

    Page

    

      
        	
                ARTICLE
                  I DEFINITIONS

              	
                1

              
	 	 
	
                    
                  SECTION 1.1.

              	
                Definitions

              	
                1

              
	
                    
                  SECTION 1.2.

              	
                Other
                  Definitional Provisions.

              	
                1

              
	
                    
                  SECTION 1.3.

              	
                Calculations

              	
                2

              
	
                    
                  SECTION 1.4.

              	
                Action
                  by or Consent of Noteholders

              	
                2

              
	
                    
                  SECTION 1.5.

              	
                Material
                  Adverse Effect

              	
                2

              
	 	 	 
	
                ARTICLE
                  II CONVEYANCE OF RECEIVABLES

              	
                3

              
	 	 
	
                    
                  SECTION 2.1.

              	
                Conveyance
                  of Receivables.

              	
                3

              
	
                    
                  SECTION 2.2.

              	
                Transfer
                  Intended as Sale; Precautionary Security Interest

              	
                4

              
	
                    
                  SECTION 2.3.

              	
                Assignment
                  by Transferor

              	
                4

              
	
                    
                  SECTION 2.4.

              	
                The
                  Legal Files Are Not "Financial Assets"

              	
                4

              
	
                    
                  SECTION 2.5.

              	
                Further
                  Encumbrance of Trust Assets.

              	
                5

              
	 	 	 
	
                ARTICLE
                  III THE RECEIVABLES

              	
                5

              
	 	 
	
                    
                  SECTION 3.1.

              	
                Representations
                  and Warranties of Transferor

              	
                5

              
	
                    
                  SECTION 3.2.

              	
                Repurchase
                  upon Breach of Representations and Warranties of the
                  Transferor.

              	
                6

              
	
                    
                  SECTION 3.3.

              	
                Delivery
                  of Legal Files and Receivable Files.

              	
                6

              
	
                    
                  SECTION 3.4.

              	
                Acceptance
                  of Legal Files by Custodian

              	
                7

              
	
                    
                  SECTION 3.5.

              	
                Access
                  to Receivable Files and Legal Files; Servicer's Duties with Respect
                  to
                  Receivable Files; Custodian's Duties with Respect to Legal
                  Files.

              	
                8

              
	
                    
                  SECTION 3.6.

              	
                Covenants
                  of the Custodian.

              	
                9

              
	
                    
                  SECTION 3.7.

              	
                Issuer's
                  Certificate

              	
                11

              
	 	 	 
	
                ARTICLE
                  IV ADMINISTRATION AND SERVICING OF RECEIVABLES

              	
                11

              
	 	 
	
                    
                  SECTION 4.1.

              	
                Duties
                  of the Servicer

              	
                11

              
	
                    
                  SECTION 4.2.

              	
                Collection
                  and Allocation of Receivable Payments

              	
                12

              
	
                    
                  SECTION 4.3.

              	
                Realization
                  upon Receivables.

              	
                13

              
	
                    
                  SECTION 4.4.

              	
                Physical
                  Damage Insurance; Other Insurance.

              	
                14

              
	
                    
                  SECTION 4.5.

              	
                Maintenance
                  of Security Interests in Financed Vehicles.

              	
                14

              
	
                    
                  SECTION 4.6.

              	
                Additional
                  Covenants of Servicer

              	
                16

              
	
                    
                  SECTION 4.7.

              	
                Purchase
                  of Receivables Upon Breach

              	
                16

              
	
                    
                  SECTION 4.8.

              	
                Servicing
                  Fee

              	
                17

              
	
                    
                  SECTION 4.9.

              	
                Servicer's
                  Certificate.

              	
                17

              
	
                    
                  SECTION 4.10.

              	
                Annual
                  Statement as to Compliance; Notice of Default.

              	
                17

              
	
                    
                  SECTION 4.11.

              	
                Annual
                  Independent Certified Public Accountant's Report

              	
                18

              
	
                    
                  SECTION 4.12.

              	
                Servicer
                  Expenses

              	
                19

              
	
                    
                  SECTION 4.13.

              	
                Retention
                  and Termination of Servicer

              	
                19

              


      

       

      
        
           

        

        
          i

          
            

          

        

        
           

        

      

      
        	
                    
                  SECTION 4.14.

              	
                Access
                  to Certain Documentation and Information Regarding
                  Receivables

              	
                20

              
	
                    
                  SECTION 4.15.

              	
                Verification
                  of Servicer's Certificate.

              	
                20

              
	
                    
                  SECTION 4.16.

              	
                Fidelity
                  Bond

              	
                21

              
	
                    
                  SECTION 4.17.

              	
                Delegation
                  of Duties

              	
                21

              
	
                    
                  SECTION 4.18.

              	
                Delivery
                  of Back-up Tapes of Back-up Servicer.

              	
                22

              
	 	 	 
	
                ARTICLE
                  V ACCOUNTS; PAYMENTS; STATEMENTS TO NOTEHOLDERS

              	
                23

              
	 	 
	
                    
                  SECTION 5.1.

              	
                Accounts;
                  Lock-Box Account.

              	
                23

              
	
                    
                  SECTION 5.2.

              	
                Collections

              	
                24

              
	
                    
                  SECTION 5.3.

              	
                Application
                  of Collections

              	
                25

              
	
                    
                  SECTION 5.4.

              	
                Intentionally
                  Omitted.

              	
                25

              
	
                    
                  SECTION 5.5.

              	
                Additional
                  Deposits

              	
                25

              
	
                    
                  SECTION 5.6.

              	
                Payments;
                  [Policy Claims].

              	
                25

              
	
                    
                  SECTION 5.7.

              	
                Statements
                  to Noteholders; Tax Returns.

              	
                29

              
	
                    
                  SECTION 5.8.

              	
                Reliance
                  on Information from the Servicer

              	
                31

              
	
                    
                  SECTION 5.9.

              	
                [Optional
                  Deposits by the Note Insurer

              	
                31

              
	
                    
                  SECTION 5.10.

              	
                [Spread
                  Account

              	
                31

              
	
                    
                  SECTION 5.11.

              	
                [Withdrawals
                  from Spread Account.

              	
                31

              
	
                    
                  SECTION 5.12.

              	
                Simple
                  Interest

              	
                32

              
	
                    
                  SECTION 5.13.

              	
                Securities
                  Accounts

              	
                32

              
	 	 	 
	
                ARTICLE
                  VI [THE NOTE POLICY

              	
                32

              
	 	 
	
                    
                  SECTION 6.1.

              	
                [Note
                  Policy

              	
                32

              
	
                    
                  SECTION 6.2.

              	
                [Claims
                  Under Note Policy.

              	
                32

              
	
                    
                  SECTION 6.3.

              	
                [Preference
                  Claims; Direction of Proceedings.

              	
                34

              
	
                    
                  SECTION 6.4.

              	
                [Surrender
                  of Note Policy

              	
                34

              
	 	 	 
	
                ARTICLE
                  VII THE TRANSFEROR

              	
                35

              
	 	 
	
                    
                  SECTION 7.1.

              	
                Representations
                  of the Transferor

              	
                35

              
	
                    
                  SECTION 7.2.

              	
                Liability
                  of the Transferor

              	
                36

              
	
                    
                  SECTION 7.3.

              	
                Merger
                  or Consolidation of, or Assumption of the Obligations of, the
                  Transferor

              	
                37

              
	
                    
                  SECTION 7.4.

              	
                Limitation
                  on Liability of the Transferor and Others

              	
                37

              
	
                    
                  SECTION 7.5.

              	
                Transferor
                  May Own Notes

              	
                38

              
	 	 	 
	
                ARTICLE
                  VIII THE SERVICER

              	
                 

              	
                38

              
	 	 	 
	
                    
                  SECTION 8.1.

              	
                Representations
                  of Servicer

              	
                38

              
	
                    
                  SECTION 8.2.

              	
                Indemnities
                  of Servicer.

              	
                40

              
	
                    
                  SECTION 8.3.

              	
                Merger
                  or Consolidation of, or Assumption of the Obligations of, Servicer
                  or
                  Back-up Servicer.

              	
                42

              
	
                    
                  SECTION 8.4.

              	
                Limitation
                  on Liability of Servicer and Others.

              	
                43

              
	
                    
                  SECTION 8.5.

              	
                Servicer
                  and Back-up Servicer Not to Resign

              	
                43

              


      

       

      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

      
        	 	 	 
	
                ARTICLE
                  IX SERVICER TERMINATION EVENTS

              	
                44

              
	 	 
	
                    
                  SECTION 9.1.

              	
                Servicer
                  Termination Events

              	
                44

              
	
                    
                  SECTION 9.2.

              	
                Appointment
                  of Successor.

              	
                47

              
	
                    
                  SECTION 9.3.

              	
                Notification
                  to Noteholders

              	
                48

              
	
                    
                  SECTION 9.4.

              	
                Action
                  Upon Certain Failures of the Servicer

              	
                48

              
	 	 	 
	
                ARTICLE
                  X THE TRUST COLLATERAL AGENT AND THE CUSTODIAN

              	
                49

              
	 	 
	
                    
                  SECTION 10.1.

              	
                Duties
                  of the Trust Collateral Agent and the Custodian.

              	
                49

              
	
                    
                  SECTION 10.2.

              	
                Trust
                  Collateral Agent to Act for the Noteholders [and Note
                  Insurer]

              	
                52

              
	
                    
                  SECTION 10.3.

              	
                Certain
                  Matters Affecting the Trust Collateral Agent and the
                  Custodian

              	
                52

              
	
                    
                  SECTION 10.4.

              	
                Trust
                  Collateral Agent, Back-up Servicer and Custodian Not Liable for
                  Notes or
                  Receivables

              	
                54

              
	
                    
                  SECTION 10.5.

              	
                Trust
                  Collateral Agent, Back-up Servicer and Custodian May Own
                  Notes

              	
                55

              
	
                    
                  SECTION 10.6.

              	
                Indemnity
                  of Trust Collateral Agent, Back-up Servicer and Custodian

              	
                55

              
	
                    
                  SECTION 10.7.

              	
                Eligibility
                  Requirements for Trust Collateral Agent and the Custodian

              	
                55

              
	
                    
                  SECTION 10.8.

              	
                Resignation
                  or Removal of Trust Collateral Agent or Custodian.

              	
                56

              
	
                    
                  SECTION 10.9.

              	
                Successor
                  Trust Collateral Agent or Custodian

              	
                57

              
	
                    
                  SECTION 10.10.

              	
                Merger
                  or Consolidation of Trust Collateral Agent or Custodian

              	
                58

              
	
                    
                  SECTION 10.11.

              	
                Co-Trustee;
                  Separate Trustee.

              	
                58

              
	
                    
                  SECTION 10.12.

              	
                Representations
                  and Warranties of Trust Collateral Agent and the Custodian

              	
                59

              
	
                    
                  SECTION 10.13.

              	
                [Rights
                  of Note Insurer to Direct Trust Collateral Agent

              	
                60

              
	 	 	 
	
                ARTICLE
                  XI TERMINATION

              	
                 

              	
                60

              
	 	 	 
	
                    
                  SECTION 11.1.

              	
                Termination.

              	
                60

              
	 	 	 
	
                ARTICLE
                  XII ADMINISTRATIVE DUTIES OF THE SERVICER

              	
                61

              
	 	 
	
                    
                  SECTION 12.1.

              	
                Administrative
                  Duties.

              	
                61

              
	
                    
                  SECTION 12.2.

              	
                Records

              	
                62

              
	
                    
                  SECTION 12.3.

              	
                Additional
                  Information to be Furnished to the Issuer

              	
                62

              
	
                    
                  SECTION 12.4.

              	
                No
                  Additional Compensation

              	
                63

              
	 	 	 
	
                ARTICLE
                  XIII MISCELLANEOUS PROVISIONS

              	
                63

              
	 	 
	
                    
                  SECTION 13.1.

              	
                Amendment.

              	
                63

              
	
                    
                  SECTION 13.2.

              	
                Protection
                  of Title.

              	
                64

              
	
                    
                  SECTION 13.3.

              	
                Limitation
                  on Rights of Noteholders.

              	
                66

              
	
                    
                  SECTION 13.4.

              	
                Governing
                  Law

              	
                67

              
	
                    
                  SECTION 13.5.

              	
                Notices.

              	
                67

              
	
                    
                  SECTION 13.6.

              	
                Severability
                  of Provisions

              	
                68

              
	
                    
                  SECTION 13.7.

              	
                Assignment
                  to Indenture Trustee

              	
                68

              


      

       

      
        
           

        

        
          iii

          
            

          

        

        
           

        

      

      
        	
                    
                  SECTION 13.8.

              	
                Limitation
                  of Liability of Owner Trustee, Custodian and Trust Collateral
                  Agent.

              	
                68

              
	
                    
                  SECTION 13.9.

              	
                Independence
                  of the Servicer

              	
                69

              
	
                    
                  SECTION 13.10.

              	
                No
                  Joint Venture

              	
                69

              
	
                    
                  SECTION 13.11.

              	
                Nonpetition
                  Covenant

              	
                69

              
	
                    
                  SECTION 13.12.

              	
                Third
                  Party Beneficiaries

              	
                69

              
	
                    
                  SECTION 13.13.

              	
                Consent
                  to Jurisdiction.

              	
                70

              
	
                    
                  SECTION 13.14.

              	
                Headings

              	
                71

              
	
                    
                  SECTION 13.15.

              	
                Trial
                  by Jury Waived

              	
                71

              
	
                    
                  SECTION 13.16.

              	
                Entire
                  Agreement

              	
                71

              
	
                    
                  SECTION 13.17.

              	
                [Effect
                  of Policy Expiration Date

              	
                71

              


      

    

     

    


     

    ANNEXES

    

      
        	
                Annex

              	
                A

              	
                Defined
                  Terms

              
	 	 	 
	
                EXHIBITS

              
	 	 	 
	
                Exhibit

              	
                A-1

              	
                Form
                  of Issuer's Certificate

              
	
                Exhibit

              	
                A-2

              	
                Form
                  of Issuer's Certificate

              
	
                Exhibit

              	
                B-1

              	
                Form
                  of Servicer's Certificate

              
	
                Exhibit

              	
                B-2

              	
                Form
                  of Loan Master File Layout

              
	
                Exhibit

              	
                C

              	
                Intentionally
                  Omitted

              
	
                Exhibit

              	
                D

              	
                Payment
                  Deferment and Due Date Change Policies

              
	
                Exhibit

              	
                E

              	
                Documentation
                  Checklist

              
	
                Exhibit

              	
                F

              	
                Form
                  of Request for Transfer of Possession

              
	
                Exhibit

              	
                G

              	
                Form
                  of Custodial Letter

              
	 	 	 
	
                SCHEDULES

              
	 	 	 
	
                Schedule

              	
                A

              	
                Schedule
                  of Receivables

              
	
                Schedule

              	
                B

              	
                Location
                  of Receivable Files; Location of Legal Files

              
	
                Schedule

              	
                C

              	
                Delivery
                  Requirements

              


      

    

    

       

    


    
      
         

      

      
        iv

        
          

        

      

      
         

        
          


        

      

    



    SALE
      AND
      SERVICING AGREEMENT ("Agreement"), dated as of ____________, 20__, among LONG
      BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-_, a Delaware business trust,
      as
      issuer (the "Issuer"), LONG BEACH ACCEPTANCE RECEIVABLES CORP., a Delaware
      corporation, as transferor (the "Transferor"), LONG BEACH ACCEPTANCE CORP.,
      a
      Delaware corporation, as originator of the receivables ("LBAC") and as servicer
      (in such capacity, the "Servicer") and [NAME OF INDENTURE TRUSTEE], a
      ___________________, as back-up servicer, custodian and trust collateral agent,
      ("Back-up Servicer", "Custodian" and "Trust Collateral Agent",
      respectively).

     

    WHEREAS
      the Issuer desires to acquire a portfolio of receivables arising in connection
      with motor vehicle retail installment sale contracts acquired by LBAC through
      motor vehicle dealers;

     

    WHEREAS
      the Transferor has purchased such receivables from LBAC and is willing to convey
      such receivables to the Issuer; and

     

    WHEREAS
      the Servicer is willing to service all such receivables.

     

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

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.1.   Definitions

     

    .
      Whenever used in this Agreement, capitalized terms used and not otherwise
      defined herein shall have the meanings set forth in Annex A attached
      hereto.

     

    SECTION
      1.2.   Other
      Definitional Provisions.

     

    (a)
        All
      terms
      defined in this Agreement (including Annex A hereto) shall have the defined
      meanings when used in any instrument governed hereby and in any certificate
      or
      other document made or delivered pursuant hereto unless otherwise defined
      therein.

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

     

    (d)
        With
      respect to all terms in this Agreement, the singular includes the plural and
      the
      plural the singular; words importing any gender include the other genders;
      references to "writing" include printing, typing, lithography, and other means
      of reproducing words in a visible form; references to agreements and other
      contractual instruments include all subsequent amendments thereto or changes
      therein entered into in accordance with their respective terms and not
      prohibited by this Agreement; references to Persons include their permitted
      successors and assigns; and the term "including" means "including without
      limitation."

     

    (e)
        Any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns.

     

    SECTION
      1.3.   Calculations

     

    .
      All
      calculations of the amount of the Servicing Fee, the Back-up Servicer Fee,
      Custodian Fee and the Indenture Trustee Fee shall be made on the basis of [a
      360-day year consisting of twelve 30-day months]. All references to the
      Principal Balance of a Receivable as of the last day of a Collection Period
      shall refer to the close of business on such day.

     

    SECTION
      1.4.   Action
      by or Consent of Noteholders.
      Whenever any provision of this Agreement refers to action to be taken, or
      consented to, by Noteholders, such provision shall be deemed to refer to
      Noteholders of record as of the Record Date immediately preceding the date
      on
      which such action is to be taken, or consent given, by Noteholders. Solely
      for
      the purposes of any action to be taken or consented to by Noteholders, any
      Note
      registered in the name of the Transferor, LBAC, the Servicer or any Affiliate
      thereof shall be deemed not to be outstanding and shall not be taken into
      account in determining whether the requisite interest necessary to effect any
      such action or consent has been obtained; provided,
      however,
      that,
      solely for the purpose of determining whether the Indenture Trustee or the
      Trust
      Collateral Agent is entitled to rely upon any such action or consent, only
      Notes
      which the Indenture Trustee or the Trust Collateral Agent actually knows to
      be
      so owned shall be so disregarded.

     

    SECTION
      1.5.   Material
      Adverse Effect.
      [Whenever a determination is to be made under this Agreement as to whether
      a
      given event, action, course of conduct or set of facts or circumstances could
      or
      would have a material adverse effect on the Issuer or Noteholders (or any
      similar or analogous determination), such determination shall be made without
      taking into account the insurance provided by the Note Policy.] Whenever a
      determination is to be made under this Agreement whether a breach of a
      representation, warranty or covenant has or could have a material adverse effect
      on a Receivable or the interest therein of the Issuer, the Noteholders [or
      the
      Note Insurer] (or any similar or analogous determination), such determination
      shall be made by the Controlling Party in its sole discretion.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    ARTICLE
      II

     

    CONVEYANCE
      OF RECEIVABLES

     

    SECTION
      2.1.   Conveyance
      of Receivables.

     

    In
      consideration of the Issuer's delivery of the Certificate to or upon the order
      of the Transferor on the Closing Date and the net proceeds from the sale of
      the
      Notes and the other amounts to be distributed from time to time to, or upon
      the
      order of, the Transferor in accordance with the terms of this Agreement, the
      Transferor does hereby transfer, assign, set over and otherwise convey to the
      Issuer, without recourse, all right, title and interest of the Transferor in
      and
      to:

     

    (i)  the
      Receivables listed in Schedule A hereto, all monies received on the Receivables
      after the Cutoff Date and, with respect to any Receivables which are Precomputed
      Receivables, the related Payahead Amount, and all Liquidation Proceeds and
      Recoveries received with respect to such Receivables;

     

    (ii)  the
      security interests in the related Financed Vehicles granted by the related
      Obligors pursuant to the Receivables and any other interest of the Transferor
      in
      such Financed Vehicles, including, without limitation, the certificates of
      title
      and any other evidence of ownership with respect to such Financed
      Vehicles;

     

    (iii)  any
      proceeds from claims on any physical damage, credit life and credit accident
      and
      health insurance policies or certificates or the VSI Policy, if any, relating
      to
      the related Financed Vehicles or the related Obligors, including any rebates
      and
      premiums;

     

    (iv)  property
      (including the right to receive future Liquidation Proceeds) that secures a
      Receivable and that has been acquired by or on behalf of the Issuer pursuant
      to
      the liquidation of such Receivable;

     

    (v)  the
      Purchase Agreement and the Guarantee including, without limitation, a direct
      right to cause LBAC to purchase Receivables from the Issuer upon the occurrence
      of a breach of any of the representations and warranties contained in Section
      3.2(b) of the Purchase Agreement or the failure of LBAC to timely comply with
      its obligations pursuant to Section 5.5 of the Purchase Agreement;

     

    (vi)  refunds
      for the costs of extended service contracts with respect to the related Financed
      Vehicles, refunds of unearned premiums with respect to credit life and credit
      accident and health insurance policies or certificates covering a related
      Obligor or Financed Vehicle or his or her obligations with respect to such
      Financed Vehicle and any recourse to Dealers for any of the
      foregoing;

     

    (vii)  the
      Legal
      Files and the Receivable Files related to each Receivable and any and all other
      documents that LBAC keeps on file in accordance with its customary procedures
      relating to the Receivables, the related Obligors or the related Financed
      Vehicles;

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (viii)  all
      amounts and property from time to time held in or credited to the Lock-Box
      Account, to the extent such amounts and property relate to the
      Receivables;

     

    (ix)  any
      proceeds from recourse against Dealers (other than any Chargeback Obligations),
      including, without limitation, any Dealer Title Guaranties with respect to
      the
      Receivables, with respect to the sale of the Receivables; and

     

    (x)  the
      proceeds of any and all of the foregoing.

     

    SECTION
      2.2.   Transfer
      Intended as Sale; Precautionary Security Interest

    .
      The
      conveyance to the Issuer of the property set forth in Section 2.1 above is
      intended as a sale (for certain non-tax purposes) free and clear of all Liens,
      and it is intended that the property of the Issuer shall not be part of the
      Transferor's estate in the event of the filing of a bankruptcy petition by
      or
      against the Transferor under any bankruptcy law. In the event, however, that
      notwithstanding the intent of LBAC, the Transferor and the Issuer, the transfer
      under this Agreement is held not to be a sale, this Agreement shall constitute
      a
      security agreement under the UCC (as defined in the UCC as in effect in the
      State of New York) and applicable law, and the Transferor hereby grants a
      security interest to the Issuer in, to and under the property described in
      Section 2.1 above and all proceeds thereof, for the benefit of the Noteholders
      [and the Note Insurer] as their interests may appear herein, for the purpose
      of
      securing the payment and performance of the Notes and the repayment of amounts
      owed to the Issuer from the Transferor.

     

    SECTION
      2.3.   Assignment
      by Transferor.
      The
      Transferor does hereby transfer, assign and otherwise convey unto the Issuer,
      for the benefit of the Noteholders [and the Note Insurer,] its right to any
      recourse to LBAC resulting from the occurrence of a breach of any of their
      respective representations and warranties contained in Section 3.2 of the
      Purchase Agreement or from the failure of LBAC to comply with its obligations
      pursuant to Section 5.5 of the Purchase Agreement. The provisions of this
      Section 2.3 are intended to grant the Issuer a direct right against LBAC to
      demand performance under the terms of the Purchase Agreement.

     

    SECTION
      2.4.   The
      Legal Files Are Not "Financial Assets".
      The
      parties (for themselves, their successors, trustees, receivers and assigns)
      acknowledge and agree that the Legal Files held pursuant to this Agreement
      are
      not "financial assets" within the meaning of § 8-102(a)(9) of the Uniform
      Commercial Code.

     

    SECTION
      2.5.   Further
      Encumbrance of Trust Assets.

     

    (a)
        Immediately
      upon the conveyance to the Issuer by the Transferor of any item of the Trust
      Assets pursuant to Section 2.1, all right, title and interest of the Transferor
      in and to such item of Trust Assets shall terminate, and all such right, title
      and interest shall vest in the Issuer, in accordance with the Trust Agreement
      and Sections 3802 and 3805 of the Business Trust Statute (as defined in the
      Trust Agreement).

     

    (b)
        Immediately
      upon the vesting of the Trust Assets in the Issuer, the Issuer shall have the
      sole right to pledge or otherwise encumber, such Trust Assets. Pursuant to
      the
      Indenture, the Issuer shall grant a security interest in the Trust Assets to
      the
      Indenture Trustee to secure the repayment of the Notes. The Certificate shall
      represent the beneficial ownership interest in the Trust Assets, and the
      Noteholders shall be entitled to receive payments with respect thereto as set
      forth herein and pursuant to the Indenture.

     

    
      
         

      

      
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    (c)
        Following
      the payment in full of the Notes and the release and discharge of the Indenture,
      all covenants of the Issuer under Article III of the Indenture shall, until
      payment in full of the Certificate, remain as covenants of the Issuer for the
      benefit of the Certificateholder, enforceable by the Certificateholder to the
      same extent as such covenants were enforceable by the Noteholders prior to
      the
      discharge of the Indenture. Any rights of the Indenture Trustee under Article
      III of the Indenture, following the discharge of the Indenture, shall vest
      in
      the Certificateholder.

     

    (d)
        The
      Trust
      Collateral Agent shall, at such time as there are no Notes or Certificates
      outstanding, [the Note Policy has expired in accordance with its terms] and
      all
      sums due to (i) [the Note Insurer hereunder or pursuant to the Insurance
      Agreement, (ii)] the Indenture Trustee pursuant to the Indenture and [(iii)]
      the
      Trust Collateral Agent pursuant to this Agreement, have been paid, release
      any
      remaining portion of the Trust Assets to the Transferor.

     

     

    ARTICLE
      III

     

    THE
      RECEIVABLES

     

    SECTION
      3.1.   Representations
      and Warranties of Transferor.
      The
      Transferor hereby makes each of the representations and warranties made by
      LBAC
      in Section 3.2(b) of the Purchase Agreement with respect to the Receivables
      to
      the same extent as if such representations and warranties were fully set forth
      herein. With respect to such representations and warranties, the Issuer is
      deemed to have relied on such representations and warranties in acquiring the
      Receivables, [the Note Insurer shall be deemed to have relied on such
      representations and warranties in issuing the Note Policy], the Indenture
      Trustee is deemed to have relied on such representations and warranties in
      issuing the Notes, the Noteholders are deemed to have relied on such
      representations and warranties in purchasing the Notes and the Owner Trustee
      is
      deemed to have relied on such representations and warranties in issuing the
      Certificate. Such representations and warranties speak as of the execution
      and
      delivery of this Agreement and as of the Closing Date but shall survive the
      transfer and assignment of the Receivables to the Issuer and the subsequent
      pledge thereof to the Indenture Trustee pursuant to the Indenture.

     

    SECTION
      3.2.   Repurchase
      upon Breach of Representations and Warranties of the Transferor.

     

    (a)
        The
      Transferor, the Servicer, [the Note Insurer,] the Custodian, the Trust
      Collateral Agent or the Issuer, as the case may be, shall inform the other
      parties to this Agreement promptly, by notice in writing, upon the discovery
      of
      any breach of the Transferor's representations and warranties made pursuant
      to
      Section 3.1. As of the last day of the second Collection Period following the
      discovery by the Transferor or receipt by the Transferor of notice of such
      breach, unless such breach is cured by such date, the Transferor shall have
      an
      obligation to repurchase any Receivable in which the interests of the
      Noteholders [or the Note Insurer] are materially and adversely affected by
      any
      such breach as of such date. In consideration of and simultaneously with the
      repurchase of the Receivable, the Transferor shall remit, or cause LBAC to
      remit, to the Collection Account the Purchase Amount in the manner specified
      in
      Section 5.5 and the Issuer shall execute such assignments and other documents
      reasonably requested by such person in order to effect such repurchase. The
      sole
      remedies of the Issuer, the Trust Collateral Agent, the Indenture Trustee or
      the
      Noteholders with respect to a breach of representations and warranties pursuant
      to Section 3.1 shall be (i) the repurchase of Receivables pursuant to this
      Section, subject to the conditions contained herein, or (ii) to enforce the
      obligation of LBAC to the Transferor to repurchase such Receivables pursuant
      to
      the Purchase Agreement. Neither the Owner Trustee, the Custodian, the Trust
      Collateral Agent nor the Indenture Trustee shall have a duty to conduct any
      affirmative investigation as to the occurrence of any conditions requiring
      the
      repurchase of any Receivable pursuant to this Section.

     

    
      
         

      

      
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    (b)
        Pursuant
      to Section 2.1, the Transferor conveys to the Issuer all of the Transferor's
      right, title and interest in its rights and benefits, but none of its
      obligations or burdens, under the Purchase Agreement including the Transferor's
      rights under the Purchase Agreement and the delivery requirements,
      representations and warranties and the cure or repurchase obligations of LBAC
      thereunder. The Transferor hereby represents and warrants to the Issuer that
      such assignment is valid, enforceable and effective to permit the Issuer to
      enforce such obligations of LBAC and the Transferor under the Purchase
      Agreement.

     

    SECTION
      3.3.   Delivery
      of Legal Files and Receivable Files.

     

    (a)
        On
      or
      prior to the Closing Date, the Transferor shall transfer and deliver to the
      Custodian at the offices specified in Schedule B to this Agreement the Legal
      Files with respect to each applicable Receivable.

     

    (b)  
On
      or
      prior to the Closing Date, the Transferor shall transfer and deliver to the
      Servicer with respect to each Receivable the following, either in hard copy
      or
      in an electronic format:

     

    (i)  a
      copy of
      the fully executed original of the Receivable with a copy of the fully executed
      assignment from the related Dealer to the Originator (together with copies
      of
      any agreements modifying the Receivable, including, without limitation, any
      extension agreements);

     

    (ii)  a
      copy of
      the original credit application fully executed by the Obligor;

     

    (iii)  a
      copy of
      the Lien Certificate or Title Package, as applicable;

     

    (iv)  all
      other
      documents listed on the Documentation Checklist in effect on the Cutoff Date
      relating to such Receivable, except that the Receivable Files shall contain
      a
      copy of those documents the original of which constitutes a part of the Legal
      File; and

     

    (v)  any
      and
      all other documents that the Servicer or the Originator shall keep on file,
      in
      accordance with its customary procedures, relating to a Receivable, an Obligor
      or a Financed Vehicle.

     

    
      
         

      

      
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    SECTION
      3.4.   Acceptance
      of Legal Files by Custodian.
      The
      Custodian acknowledges receipt of files which the Transferor has represented
      are
      the Legal Files relating to the Receivables. The Custodian shall hold the Legal
      Files subject to the terms and conditions of this Agreement. The Custodian
      may
      perform its duties in respect of custody of the Legal Files by or through its
      agents or employees. The Custodian has reviewed the Legal Files relating to
      the
      Receivables and hereby acknowledges that it has determined that it has received
      a file for each Receivable identified in Schedule A to this Agreement. The
      Custodian declares that it holds and will continue to hold such files, any
      amendments, replacements or supplements thereto and all other Trust Assets
      as
      custodian, agent and bailee for the Trust Collateral Agent in trust for the
      use
      and benefit of all present and future Noteholders. The Custodian shall review
      each Legal File delivered to it no later than the Closing Date to determine
      whether such Legal Files contain the documents referred to in the definition
      of
      the term "Legal File" and shall certify on the Closing Date to such effect.
      In
      addition, in the case of any Legal File which does not contain either an
      original Lien Certificate, an application for a certificate of title or a Dealer
      Title Guaranty for the related Financed Vehicle, the Custodian shall certify
      that the related Dealer is listed on the Dealer Title Addendum. If the Custodian
      finds during its review of the Legal Files or at any time thereafter that a
      Legal File for a Receivable has not been received or that any of the documents
      referred to in the definition of the term "Legal File" are not contained in
      a
      Legal File or, if applicable, the related Dealer is not listed on the Dealer
      Title Addendum, the Custodian shall promptly inform the Trust Collateral Agent
      (if at such time the Trust Collateral Agent is not also the Custodian
      hereunder), LBAC, the Transferor, the Back-up Servicer [and the Note Insurer]
      promptly, in writing, of the failure to receive a Legal File with respect to
      such Receivable (or of the failure of any of the aforementioned documents to
      be
      included in the Legal File or the failure of the related Dealer to be so listed)
      (it being understood that the Custodian's obligation to review the contents
      of
      any Legal File and the Dealer Title Addendum shall be limited as set forth
      in
      the preceding sentence). Unless any such defect with respect to such Receivable
      shall have been cured by the last day of the second Collection Period following
      discovery thereof by the Custodian, LBAC shall repurchase any such Receivable
      as
      of such last day. In consideration of the purchase of the Receivable, LBAC
      shall
      remit the Purchase Amount, in the manner specified in Section 5.5. The sole
      remedy of the Indenture Trustee, the Trust Collateral Agent, the Issuer or
      the
      Noteholders with respect to a breach pursuant to this Section 3.4 shall be
      to
      require LBAC to purchase the Receivables pursuant to this Section 3.4. Upon
      receipt of the Purchase Amount and written instructions from the Servicer,
      the
      Trust Collateral Agent shall cause the Custodian to release to LBAC or its
      designee the related Legal File and shall execute and deliver all reasonable
      instruments of transfer or assignment, without recourse, as are prepared by
      LBAC
      and delivered to the Trust Collateral Agent and are necessary to vest in LBAC
      or
      such designee the Issuer's right, title and interest in the Receivable. The
      Custodian shall make a list of Receivables for which an application for a
      certificate of title or a Dealer Title Guaranty but not a Lien Certificate
      is
      included in the Legal File as of the date of its review of the Legal Files
      and
      deliver a copy of such list to the Servicer, the Trust Collateral Agent [and
      the
      Note Insurer]. On the date which is 90 days following the Closing Date, or,
      if
      such date is not a Business Day, on the next succeeding Business Day, the
      Custodian shall inform LBAC and the other parties to this Agreement [and the
      Note Insurer] of any Receivable for which the related Legal File on such date
      does not include a Lien Certificate, and LBAC shall repurchase any such
      Receivable as of the last day of the Collection Period in which the date, which
      is 150 days following the Closing Date, if the related Legal File does not
      include a Lien Certificate as of the close of business on such 150th day. In
      consideration of the purchase of such Receivable, LBAC shall remit the Purchase
      Amount in the manner specified in Section 5.5. The Transferor shall have no
      obligation to repurchase any Receivable upon a breach pursuant to this Section
      3.4. The Transferor shall have no liability for any action taken or omitted
      to
      be taken by LBAC pursuant to this Section 3.4.

     

    
      
         

      

      
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    SECTION
      3.5.   Access
      to Receivable Files and Legal Files; Servicer's Duties with Respect to
      Receivable Files; Custodian's Duties with Respect to Legal Files.

     

    (a)
        The
      Servicer and the Custodian shall, upon reasonable notice, permit the Originator,
      the Trust Collateral Agent, the Transferor, the Issuer [and the Note Insurer]
      access to the Receivable Files and the Legal Files, respectively, at all
      reasonable times, upon reasonable notice and during the Servicer's or the
      Custodian's normal business hours, as the case may be. In addition, the Servicer
      and the Custodian shall provide such access to any Noteholder upon reasonable
      notice at all reasonable times during the Servicer's or the Custodian's normal
      business hours, as the case may be, in cases where the Noteholders shall be
      required by applicable statutes or regulations to review such documentation;
      provided,
      however,
      that the
      Servicer or the Custodian shall be entitled to rely upon an Opinion of Counsel
      as to such fact. In each case, such access shall be afforded without charge
      but
      only upon reasonable request. Each Noteholder shall be deemed to have agreed
      by
      its acceptance of a Note to use its best efforts to hold in confidence all
      Confidential Information in accordance with its then customary procedures;
      provided
      that
      nothing herein shall prevent any Noteholder from delivering copies of any
      financial statements and other documents whether or not constituting
      Confidential Information, and disclosing other information, whether or not
      Confidential Information, to (i) its directors, officers, employees, agents
      and
      professional consultants, (ii) any other institutional investor that holds
      Notes, (iii) any prospective institutional investor transferee in connection
      with the contemplated transfer of a Note or any part thereof or participation
      therein who is subject to confidentiality arrangements at least substantially
      similar hereto, (iv) any governmental authority, (v) the National Association
      of
      Insurance Commissioners or any similar organization, (vi) any nationally
      recognized rating agency in connection with the rating of the Notes by such
      agency or (vii) any other Person to which such delivery or disclosure may be
      necessary or appropriate (a) in compliance with any applicable law, rule,
      regulation or order, (b) in response to any subpoena or other legal process,
      (c)
      in connection with any litigation to which such Noteholder is a party or (d)
      in
      order to protect or enforce such Person's investment in any Note.

     

    (b)
        Upon
      instruction from the Trust Collateral Agent, the Servicer shall release any
      Receivable Files to the Trust Collateral Agent, the Trust Collateral Agent's
      agent or the Trust Collateral Agent's designee, as the case may be, at such
      place or places as the Trust Collateral Agent may designate, as soon as
      practicable; provided,
      however,
      that
      such Receivable Files may be, at the discretion of the Servicer, in the form
      of
      electronic files or reproduced copies of such electronic files. The Servicer
      shall not be responsible for the safekeeping of such Receivable Files following
      such release to the Trust Collateral Agent unless and until such Receivable
      Files are returned to the Servicer.

     

    (c)
        The
      Custodian shall, within two Business Days of the request of the Servicer, the
      Trust Collateral Agent [or the Note Insurer], execute such documents and
      instruments as are prepared by the Servicer, the Trust Collateral Agent [or
      the
      Note Insurer] and delivered to the Custodian, as the Servicer, the Trust
      Collateral Agent [or the Note Insurer] deems necessary to permit the Servicer,
      in accordance with its customary servicing procedures, to enforce the Receivable
      on behalf of the Issuer and any related insurance policies (including the VSI
      Policy, if any) covering the Obligor, the Receivable or Financed Vehicle. The
      Custodian shall not be obligated to release any document from any Legal File
      unless it receives a request for transfer of possession signed, or, if such
      request is transmitted electronically, transmitted by a Servicing Officer in
      the
      form of Exhibit F to this Agreement and a custodial letter signed, or, if such
      request is transmitted electronically, transmitted by a Servicing Officer in
      the
      form of Exhibit G to this Agreement (the "Custodial Letter"). Such Custodial
      Letter shall obligate the Servicer to return such document(s) to the Custodian
      when the need therefor no longer exists. At all times while any Legal File
      is in
      the Servicer's possession, the Servicer shall hold such Legal File in trust
      on
      behalf of the Issuer, the Indenture Trustee, the Trust Collateral Agent [and
      the
      Note Insurer].

     

    
      
         

      

      
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    SECTION
      3.6.   Covenants
      of the Custodian.

     

    (a)
        The
      Custodian, either directly or by acting through an agent or nominee (which
      agent
      shall not be the Originator or any Affiliate thereof, except as provided in
      Section 10.8(e) hereof), shall hold the Legal File and all other documents
      relating to any Receivable that comes into its possession for the exclusive
      use
      and benefit of the Issuer and shall make disposition thereof only in accordance
      with the provisions of this Agreement. The Custodian shall maintain continuous
      custody of the Legal File and such other documents received by it in secure
      facilities in accordance with customary standards for such custody and shall
      not
      release such documents or transfer such documents to any other party, including
      any subcustodian, except as otherwise expressly provided herein.

     

    (b)
        The
      Custodian covenants and warrants to the Issuer, the Trust Collateral Agent,
      the
      Servicer [and the Note Insurer] that to the knowledge of its Responsible
      Officers, as of the related date on which the Custodian makes the certification
      required under Section 3.4 with respect to the Legal Files, it holds no adverse
      interest, by way of security or otherwise, in any Receivable.

     

    (c)
        Instructions
      to the Custodian relating to this Agreement will be carried out by the
      Custodian, in accordance with the terms and provisions of this Agreement. The
      Custodian is authorized to conclusively rely on any such instruction that it
      believes in good faith to have been given by the Servicer pursuant to and in
      accordance with the terms and provisions of this Agreement. The Custodian may
      record any such instructions given by telephone, and any other telephone
      discussions with respect to this Agreement.

     

    (d)
        The
      Custodian shall not by reason of this Agreement have a fiduciary relationship
      in
      respect of the Servicer or LBAC or any Affiliate thereof, and nothing in this
      Agreement, express or implied, is intended to or shall be so construed so as
      to
      impose upon the Custodian any obligations in respect of this Agreement except
      as
      expressly set forth in it. The Custodian, acting as custodian, shall have no
      responsibility for (i) ascertaining or taking action with respect to exchanges,
      maturities, tenders or other matters relative to any Receivables, whether or
      not
      the Custodian has or is deemed to have knowledge of such matters or (ii) taking
      any necessary steps to preserve rights against any parties with respect to
      any
      Receivables, except as otherwise expressly set forth herein in its capacity
      as
      Custodian. The Custodian does not assume and shall have no responsibility for,
      and makes no representations as to, monitoring the value of the Receivables
      and
      the related Legal Files. The Custodian may rely upon the validity of documents
      delivered to it, without investigation as to their authority or legal
      effectiveness.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    (e)
        Each
      of
      the Servicer, the Issuer, the Transferor and LBAC acknowledges and agrees that
      the Custodian:

     

    (i)  shall
      not
      be responsible for any of the agreements set forth in the Purchase Agreement
      or
      any other documents or instruments other than this Agreement, including its
      Exhibits, but shall be obligated only for the performance of such duties as
      are
      specifically set forth in this Agreement;

     

    (ii)  shall
      not
      be under any obligation to exercise any of the rights or powers vested in it
      by
      this Agreement, or to institute, conduct, or defend any litigation under this
      Agreement or in relation to this Agreement, at the request, order or direction
      of any of the Noteholders [or the Note Insurer] pursuant to the provisions
      of
      this Agreement, unless such Noteholders [or the Note Insurer] shall have offered
      to the Custodian reasonable security or indemnity in form and substance
      reasonably satisfactory to the Custodian, against the costs, expenses and
      liabilities that may be incurred therein or thereby;

     

    (iii)  may
      rely
      and shall be protected in acting or refraining from acting upon any resolution,
      Officer's Certificate, Servicer's Certificate, certificate of auditors, or
      any
      other certificate, statement, instrument, opinion, report, notice, request,
      consent, order, appraisal, bond, or other paper or document believed by it
      to be
      genuine and to have been signed or presented by the proper party or parties,
      and
      shall have no responsibility for determining the accuracy thereof (except
      pursuant to Section 10.3(iv)); and

     

    (iv)  may
      consult with counsel, and any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it under this Agreement in good faith and in accordance with such
      Opinion of Counsel.

     

    (f)
        If
      the
      Custodian shall request instructions from the Servicer or LBAC with respect
      to
      any act or action (including failure to act) in connection with this Agreement,
      the Custodian shall be entitled to refrain from such act or taking such action
      unless and until the Custodian shall have received instructions from such
      Person; and the Custodian shall not incur liability to such Person or any other
      Person by reason of so refraining. Without limiting the foregoing, neither
      the
      Servicer, nor LBAC, nor any other Person shall have any right of action
      whatsoever against the Custodian as a result of the Custodian's acting or
      refraining from acting in accordance with the Servicer's instructions hereunder,
      other than any such action arising out of the Custodian's negligence, bad faith
      or willful misconduct in so acting or refraining from acting.

     

    (g)
        The
      Custodian shall physically segregate the Legal Files for the Receivables from
      all other instruments similar in nature to such Legal Files in its possession,
      and shall hold the Legal Files so as to reflect the ownership of the Issuer.
      The
      Custodian shall mark its books, accounts and records to reflect such fact.
      At
      its own expense, the Custodian shall maintain at all times during which this
      Agreement is in effect, fidelity insurance in amounts customary for similar
      transactions. Such insurance may be maintained by the Custodian in the form
      of
      self-insurance.

     

    
      
         

      

      
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    SECTION
      3.7.   Issuer's
      Certificate.
      Within
      five Business Days after each Payment Date on which Receivables shall be
      assigned to LBAC or the Servicer, as applicable, pursuant to this Agreement,
      based on amounts deposited to the Collection Account, notices received pursuant
      to this Agreement and the information contained in the Servicer's Certificate
      for the related Collection Period, identifying the Receivables purchased by
      LBAC
      pursuant to Section 3.4 or purchased by the Servicer pursuant to Section 4.7,
      the Issuer shall execute an Issuer's Certificate (in the form of Exhibit A-1
      or
      A-2, as applicable), and shall deliver such Issuer's Certificate, accompanied
      by
      a copy of the Servicer's Certificate for such Collection Period, to LBAC or
      the
      Servicer, as the case may be, [with a copy to the Note Insurer]. The Issuer's
      Certificate submitted with respect to such Payment Date shall operate, as of
      such Payment Date, as an assignment, without recourse, representation or
      warranty, to LBAC or the Servicer, as the case may be, of all the Issuer's
      right, title, and interest in and to such repurchased Receivable, and all
      security and documents relating thereto, such assignment being an assignment
      outright and not for security.

     

     

    ARTICLE
      IV

     

    ADMINISTRATION
      AND SERVICING OF RECEIVABLES

     

    SECTION
      4.1.   Duties
      of the Servicer.
      The
      Servicer, as agent for the Issuer (to the extent provided herein), and in such
      capacity, shall manage, service, administer and make collections on the
      Receivables with reasonable care, using that degree of skill and attention
      customary and usual for institutions which service motor vehicle retail
      installment contracts similar to the Receivables and, to the extent more
      exacting, that the Servicer exercises with respect to all comparable automotive
      receivables that it services for itself or others. The Servicer's duties shall
      include collection and posting of all payments, responding to inquiries of
      Obligors on such Receivables, investigating delinquencies, sending payment
      statements to Obligors, reporting tax information to Obligors, accounting for
      collections, furnishing monthly and annual statements to the Trust Collateral
      Agent, the Indenture Trustee, the Back-up Servicer [and the Note Insurer] with
      respect to payments and complying with the terms of the Lock-Box Agreement.
      The
      Servicer shall also administer and enforce all rights and responsibilities
      of
      the holders of the Receivables provided for in the Dealer Agreements to the
      extent that such Dealer Agreements relate to the Receivables, the Financed
      Vehicles or the Obligors. Without limiting the generality of the foregoing,
      and
      subject to the servicing standards set forth in this Agreement, the Servicer
      is
      authorized and empowered by the Trust Collateral Agent to execute and deliver,
      on behalf of itself, the Issuer, the Noteholders or any of them, any and all
      instruments of satisfaction or cancellation, or partial or full release or
      discharge, and all other comparable instruments, with respect to such
      Receivables or to the Financed Vehicles securing such Receivables and/or the
      certificates of title or other evidence of ownership with respect to such
      Financed Vehicles; provided,
      however,
      that
      notwithstanding the foregoing, the Servicer shall not release an Obligor from
      payment of any unpaid amount under any Receivable or waive the right to collect
      the unpaid balance of any Receivable from the Obligor, except (i) pursuant
      to an
      order from a court of competent jurisdiction, (ii) in accordance with its
      customary procedures or (iii) in accordance with Section 4.2. If the Servicer
      shall commence a legal proceeding to enforce a Receivable, the Issuer shall
      thereupon be deemed to have automatically assigned, solely for the purpose
      of
      collection, such Receivable to the Servicer. If in any enforcement suit or
      legal
      proceeding it shall be held that the Servicer may not enforce a Receivable
      on
      the ground that it shall not be a real party in interest or a holder entitled
      to
      enforce such Receivable, the Trust Collateral Agent shall, at the Servicer's
      expense and direction, take steps to enforce such Receivable, including bringing
      suit in its name or the name of the Noteholders. The Servicer shall prepare
      and
      furnish and the Trust Collateral Agent shall execute, any powers of attorney
      and
      other documents reasonably necessary or appropriate to enable the Servicer
      to
      carry out its servicing and administrative duties hereunder.

     

    
      
         

      

      
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    SECTION
      4.2.   Collection
      and Allocation of Receivable Payments

     

    .
      Consistent with the standards, policies and procedures required by this
      Agreement, the Servicer shall make reasonable efforts to collect all payments
      called for under the terms and provisions of the Receivables as and when the
      same shall become due and shall follow such collection procedures as it follows
      with respect to all comparable automotive receivables that it services for
      itself or others; provided,
      however,
      that the
      Servicer shall notify each Obligor prior to the Closing Date to make all
      payments with respect to the Receivables to the Lock-Box and shall make
      reasonable efforts to cause Obligors to make all such payments to such Lock-Box.
      The Servicer will provide each Obligor with a monthly statement in order to
      notify such Obligors to make payments directly to the Lock-Box. The Servicer
      shall allocate collections between principal and interest in accordance with
      the
      customary servicing procedures it follows with respect to all comparable
      automotive receivables that it services for itself or others and in accordance
      with the terms of this Agreement. The Servicer, for so long as LBAC is the
      Servicer, may grant extensions, rebates or adjustments on a Receivable in
      accordance with the customary servicing procedures it follows with respect
      to
      all comparable automotive receivables that it services for itself which shall
      not modify the original due date of the Scheduled Receivable Payments on any
      Receivable other than (a) in accordance with the Payment Deferment and Due
      Date
      Change Policies, (b) in connection with a Deficient Liquidated Receivable,
      (c)
      [with the prior written consent of the Note Insurer, with respect to any other
      Liquidated Receivable or (d)] as otherwise required by applicable law.
      Notwithstanding anything contained herein to the contrary, the Servicer may,
      at
      its option, repurchase up to 25 Receivables in a manner consistent with Section
      5.5 hereof and any such repurchased Receivable (an "Optional Repurchase
      Receivable") shall not be deemed to be a Defaulted Receivable or a Liquidated
      Receivable. The Servicer shall not modify the Payment Deferment and Due Date
      Change Policies without the prior written consent of [the Note Insurer]. The
      Servicer shall notify Moody's of any modification to the Payment Deferment
      and
      Due Date Change Policies. [If the Servicer is not LBAC, the Servicer may not
      make any extension on a Receivable without the prior written consent of the
      Note
      Insurer]. The Servicer may in its discretion waive any late payment charge
      or
      any other fees that may be collected in the ordinary course of servicing a
      Receivable if it would forgo collection of such amount in accordance with its
      customary procedures. Notwithstanding anything to the contrary contained herein,
      the Servicer (i) shall not agree to any alteration of the interest rate on
      any
      Receivable or of the amount of any Scheduled Receivable Payment on any
      Receivable, except (a) as otherwise required by applicable law, (b) with respect
      to a Deficient Liquidated Receivable and [(c) with the prior written consent
      of
      the Note Insurer, with respect to any other Liquidated Receivable], and (ii)
      shall not agree to any modification that would result in a material adverse
      effect on a Receivable (other than a Deficient Liquidated Receivable [and,
      with
      the prior written consent of the Note Insurer, any other Liquidated Receivable])
      or the interest therein of the Issuer, the Noteholders [or the Note Insurer]
      other than a modification in accordance with the Payment Deferment and Due
      Date
      Change Policies.

     

    
      
         

      

      
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    On
      each
      Business Day, the Servicer shall prepare and transmit to the Trust Collateral
      Agent and the Back-up Servicer in a form acceptable to the Trust Collateral
      Agent and the Back-up Servicer, a record setting forth the aggregate amount
      of
      collections on the Receivables processed by the Servicer on the second preceding
      Business Day.

     

    SECTION
      4.3.   Realization
      upon Receivables.

     

    (a)
        On
      behalf
      of the Issuer, the Noteholders [and the Note Insurer,] the Servicer shall use
      its best efforts, consistent with the servicing procedures set forth herein,
      to
      repossess or otherwise convert the ownership of the Financed Vehicle securing
      any Receivable as to which the Servicer shall have determined eventual payment
      in full is unlikely. The Servicer shall commence efforts to repossess or
      otherwise convert the ownership of a Financed Vehicle on or prior to the date
      that an Obligor has not paid at least 95% of a Scheduled Receivable Payment
      thereon for 120 consecutive days or more; provided,
      however,
      that the
      Servicer may elect not to commence such efforts within such time period if
      in
      its good faith judgment it determines either that it would be impracticable
      to
      do so or that the proceeds ultimately recoverable with respect to such
      Receivable would be increased by forbearance. The Servicer shall follow such
      customary and usual practices and procedures as it shall deem necessary or
      advisable in its servicing of automotive receivables, consistent with the
      standards of care set forth in Section 4.1, which may include reasonable efforts
      to realize upon any recourse to Dealers and selling the Financed Vehicle at
      public or private sale. The foregoing shall be subject to the provision that,
      in
      any case in which the Financed Vehicle shall have suffered damage, the Servicer
      shall not expend funds in connection with the repair or the repossession of
      such
      Financed Vehicle unless it shall determine in its discretion that such repair
      and/or repossession will increase the proceeds ultimately recoverable with
      respect to such Receivable by an amount greater than the amount of such
      expenses. All Liquidation Proceeds and Recoveries received shall be remitted
      directly by the Servicer to the Collection Account, without deposit into any
      intervening account as soon as practicable, but in no event later than the
      second Business Day after receipt thereof.

     

    (i)  The
      Servicer agrees that within 45 days from the Closing Date it shall make such
      filings and effect such notices as are necessary under Section 9-114(1) of
      the
      New York UCC (or comparable section of the UCC of any applicable state) to
      preserve its ownership interest (or security interest, as the case may be)
      in
      any repossessed Financed Vehicles delivered for sale to Dealers.

     

    (ii)  The
      Servicer agrees that at any time after 45 days from the Closing Date there
      will
      be (a) no more than 25 repossessed Financed Vehicles in the aggregate delivered
      for sale to any Dealer and (b) no more than 50 repossessed Financed Vehicles
      in
      the aggregate delivered for the sale to all Dealers with respect to which the
      actions referred to in (b)(1) above have not been effected. The Servicer agrees
      that prior to delivering additional Financed Vehicles for sale to any such
      Dealer, it shall make such filings and effect such notices as are necessary
      under Section 9-114(1) of the New York UCC (or comparable section of the
      applicable UCC) to preserve its ownership interest (or security interest, as
      the
      case may be) in any such repossessed Financed Vehicle.

     

    
      
         

      

      
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    SECTION
      4.4.   Physical
      Damage Insurance; Other Insurance.

     

    (a)
        The
      Servicer shall continue to maintain the VSI Policy or another collateral
      protection insurance policy providing physical damage insurance coverage to
      at
      least the same extent as the VSI Policy with respect to all Financed Vehicles,
      unless the Servicer shall have received the prior written consent of [the Note
      Insurer] allowing the Servicer to no longer maintain any of such polices. The
      Servicer, in accordance with the servicing procedures and standards set forth
      herein, shall require that (i) each Obligor shall have obtained insurance
      covering the Financed Vehicle, as of the date of the execution of the
      Receivable, insuring against loss and damage due to fire, theft, transportation,
      collision and other risks generally covered by comprehensive and collision
      coverage and each Receivable requires the Obligor to maintain such physical
      loss
      and damage insurance naming LBAC and its successors and assigns as an additional
      insured, (ii) each Receivable that finances the cost of premiums for credit
      life
      and credit accident and health insurance is covered by an insurance policy
      or
      certificate naming LBAC as policyholder (creditor) and (iii) as to each
      Receivable that finances the cost of an extended service contract, the
      respective Financed Vehicle which secures the Receivable is covered by an
      extended service contract.

     

    (b)
        To
      the
      extent applicable, the Servicer shall not take any action which would result
      in
      noncoverage under any of the insurance policies referred to in Section 4.4(a)
      which, but for the actions of the Servicer, would have been covered thereunder.
      The Servicer, on behalf of the Trust Collateral Agent, shall take such
      reasonable action as shall be necessary to permit recovery under any of the
      foregoing insurance policies. Any amounts collected by the Servicer under any
      of
      the foregoing insurance policies shall be deposited in the Collection Account
      pursuant to Section 5.2. In the event of the cancellation or non-renewal of
      the
      insurance referred to in Section 4.4(a)(i) above with respect to any Financed
      Vehicle, the Servicer will endeavor, in accordance with its customary servicing
      standards and procedures, to cause the related Obligor to obtain a replacement
      insurance policy. In no event shall the Servicer be required to force place
      insurance on a Financed Vehicle.

     

    SECTION
      4.5.   Maintenance
      of Security Interests in Financed Vehicles.

     

    (a)
        Consistent
      with the policies and procedures required by this Agreement, the Servicer shall
      take such steps as are necessary to maintain perfection of the security interest
      created in the name of LBAC by each Receivable in the related Financed Vehicle,
      including, but not limited to, obtaining the execution by the Obligors and
      the
      recording, registering, filing, re-recording, re-registering and refiling of
      all
      security agreements, financing statements and continuation statements or
      instruments as are necessary to maintain the security interest granted by
      Obligors under the respective Receivables. The Trust Collateral Agent hereby
      authorizes the Servicer to take such steps as are necessary to re-perfect or
      continue the perfection of such security interest on behalf of the Issuer in
      the
      event of the relocation of a Financed Vehicle or for any other
      reason.

     

    (b)
        [Upon
      the
      occurrence of an Insurance Agreement Event of Default, the Note Insurer may
      (so
      long as a Note Insurer Default shall not have occurred and be continuing)
      instruct the Trust Collateral Agent and the Servicer to take or cause to be
      taken, or, if a Note Insurer Default shall have occurred and be continuing,
      upon
      the occurrence of a Servicer Termination Event, either the Trust Collateral
      Agent or the Trust Collateral Agent acting at the direction of the
      Majorityholders shall direct the Servicer to take and the Servicer shall take
      or
      cause to be taken such action as may, in the opinion of counsel to the Note
      Insurer (or, if a Note Insurer Default shall have occurred and be continuing,
      the Trust Collateral Agent), which opinion shall not be an expense of the Note
      Insurer or the Trust Collateral Agent (as applicable), be necessary to perfect
      or reperfect the security interests in the Financed Vehicles securing the
      Receivables in the name of the Trust Collateral Agent on behalf of the Issuer
      by
      amending the title documents of such Financed Vehicles to reflect the security
      interest of the Trust Collateral Agent in the related Financed Vehicles or
      by
      such other reasonable means as may, in the opinion of counsel to the Note
      Insurer or the Trust Collateral Agent (as applicable), which opinion shall
      not
      be an expense of the Note Insurer or the Trust Collateral Agent, be necessary
      or
      prudent. The Servicer hereby agrees to pay all expenses related to such
      perfection or reperfection and to take all action necessary therefor. In
      addition, prior to the occurrence of an Insurance Agreement Event of Default,
      the Note Insurer may (unless a Note Insurer Default shall have occurred and
      be
      continuing) instruct the Trust Collateral Agent and the Servicer to take or
      cause to be taken such action as may, in the opinion of counsel to the Note
      Insurer, be necessary to perfect or reperfect the security interest in the
      Financed Vehicles securing the Receivables in the name of the Trust Collateral
      Agent on behalf of the Issuer, including by amending the title documents of
      such
      Financed Vehicles to reflect the security interest of the Trust Collateral
      Agent
      in the related Financed Vehicle or by such other reasonable means as may, in
      the
      opinion of counsel to the Note Insurer, be necessary or prudent; provided,
      however,
      that if
      the Note Insurer requests (unless a Note Insurer Default shall have occurred
      and
      be continuing) that the title documents be amended prior to the occurrence
      of an
      Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer
      or the Trust Collateral Agent in connection with such action shall be reimbursed
      to the Servicer or the Trust Collateral Agent, as applicable, by the Note
      Insurer.]

     

    
      
         

      

      
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    In
      addition to the foregoing, in the event any of the Servicer Termination Events
      described in Section 9.1(iii) or (iv) shall have occurred, or in the event
      LBAC
      shall have been removed or replaced as Servicer pursuant to Section 8.3, Section
      8.5, or otherwise pursuant to Section 9.1, then LBAC and/or the Servicer shall
      immediately cause each Lien Certificate for a Financed Vehicle to be marked
      to
      reflect the security interest of the Trust Collateral Agent in the Financed
      Vehicle at the expense of LBAC.

     

    The
      Servicer hereby makes, constitutes and appoints the Trust Collateral Agent
      acting through its duly appointed officers or any of them, its true and lawful
      attorney, for it and in its name and on its behalf, for the sole and exclusive
      purpose of authorizing said attorney to execute and deliver as attorney-in-fact
      or otherwise, any and all documents and other instruments and to do or
      accomplish all other acts or things necessary or appropriate to show the Trust
      Collateral Agent as lienholder or secured party on the related Lien Certificates
      relating to a Financed Vehicle.

     

    SECTION
      4.6.   Additional
      Covenants of Servicer.
      The
      Servicer hereby makes the following covenants to the other parties hereto [and
      the Note Insurer] on which the Trust Collateral Agent shall rely in accepting
      the Receivables in trust [and on which the Note Insurer shall rely in issuing
      the Note Policy]: (i) the Servicer shall not release the Financed Vehicle
      securing any Receivable from the security interest granted by such Receivable
      in
      whole or in part except in the event of payment in full by the Obligor
      thereunder or repossession or other liquidation of such Financed Vehicle, (ii)
      the Servicer shall not impair the rights of the Noteholders, the Issuer [or
      the
      Note Insurer] in such Receivables, (iii) the Servicer shall not modify a
      Receivable, except in accordance with Section 4.2, and (iv) the Servicer shall
      service the Receivables as required by the terms of this Agreement and in
      material compliance with its current servicing procedures for servicing of
      all
      its other comparable motor vehicle receivables.

     

    
      
         

      

      
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    SECTION
      4.7.   Purchase
      of Receivables Upon Breach.
      The
      Servicer, the Transferor, the Issuer, the Custodian or the Trust Collateral
      Agent shall inform the other parties hereto [and the Note Insurer] promptly,
      in
      writing, upon the discovery by the Servicer, the Transferor, the Issuer or
      a
      Responsible Officer of the Trust Collateral Agent or the Custodian, as the
      case
      may be, of any breach of the provisions of Section 4.2 relating to modifications
      of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided,
      however,
      that the
      failure to give such notice shall not affect any obligation of the Servicer
      hereunder. Unless the breach shall have been cured by the last day of the second
      Collection Period following such discovery by or notice to the Servicer of
      such
      breach, the Servicer shall purchase any Receivable with respect to which such
      breach has a material adverse effect on such Receivable or the interest therein
      of the Issuer, the Noteholders [or the Note Insurer]. In consideration of the
      purchase of such Receivable, the Servicer shall remit the Purchase Amount in
      the
      manner specified in Section 5.5. For purposes of this Section, the Purchase
      Amount shall, whenever applicable, consist in part of a release by the Servicer
      of all rights to receive Simple Interest Excess with respect to the related
      Receivable. The sole remedy of the Trust Collateral Agent, the Issuer, [the
      Note
      Insurer] or the Noteholders with respect to a breach of the provisions of
      Section 4.2 relating to modifications of the Receivables or any breach of
      Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase
      Receivables pursuant to this Section 4.7; provided,
      however,
      that the
      Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee,
      [the
      Collateral Agent], the Back-up Servicer, the Custodian, the Transferor, [the
      Note Insurer], the Issuer and the Noteholders and each of their respective
      officers, employees, directors, agents and representatives against all costs,
      expenses, losses, damages, claims and liabilities, including reasonable fees
      and
      expenses of counsel, which may be asserted against or incurred by any of them
      as
      a result of third party claims arising out of the events or facts giving rise
      to
      such breach. The Transferor shall have no obligation to repurchase the
      Receivables upon a breach of the provisions of Section 4.2 relating to
      modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6.
      The
      Transferor shall have no liability for actions taken or omitted to be taken
      by
      the Servicer pursuant to this Section 4.7.

     

    SECTION
      4.8.   Servicing
      Fee.
      The
      Servicing Fee for the initial Payment Date shall equal the product of (a)
      [one-twelfth] of the Servicing Fee Rate and (b) the Original Pool Balance.
      Thereafter, the Servicing Fee for a Payment Date shall equal the product of
      (i)
      one-twelfth of the Servicing Fee Rate and (ii) the Pool Balance as of the last
      day of the second preceding Collection Period. The Servicing Fee shall in
      addition include all late fees, prepayment charges including, in the case of
      a
      Precomputed Receivable that is prepaid in full, to the extent not required
      by
      law to be remitted to the related Obligor, the difference between the amounts
      received upon prepayment in full of such Precomputed Receivable and the then
      outstanding Principal Balance of such Precomputed Receivable and accrued
      interest thereon (calculated pursuant to the Simple Interest Method) and other
      administrative fees or similar charges allowed by applicable law with respect
      to
      Receivables, collected (from whatever source) on the Receivables.

     

    
      
         

      

      
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    SECTION
      4.9.   Servicer's
      Certificate.

     

    (a)
        By
      10:00
      a.m., New York City time, on each Determination Date, the Servicer shall deliver
      to the Issuer, the Trust Collateral Agent, the Indenture Trustee, the Back-up
      Servicer, [the Collateral Agent], the Transferor, [the Note Insurer,] GCFP
      and
      the Rating Agencies, a Servicer's Certificate containing all information
      necessary to make the payments pursuant to Section 5.6 [(including, if required,
      withdrawals from the Spread Account)], for the Collection Period preceding
      the
      date of such Servicer's Certificate and all information necessary for the Trust
      Collateral Agent to send statements to Noteholders [and the Note Insurer]
      pursuant to Section 5.7. Receivables to be purchased by the Servicer or to
      be
      purchased by LBAC shall be identified by the Servicer by account number with
      respect to such Receivable (as specified in the Schedule of
      Receivables).

     

    (b)
        [In
      addition to the information required by Section 4.9(a), the Servicer shall
      include in the copy of the Servicer's Certificate delivered to the Note Insurer
      (i) the Average Delinquency Ratio, the Cumulative Default Rate, and the
      Cumulative Loss Rate (as such terms are defined in the Spread Account
      Agreement), (ii) whether any Trigger Event (as such term is defined in the
      Spread Account Agreement) has occurred as of such Determination Date, (iii)
      whether any Trigger Event that may have occurred as of a prior Determination
      Date is Deemed Cured (as defined in the Spread Account Agreement) as of such
      Determination Date and (iv) whether to the knowledge of the Servicer an
      Insurance Agreement Event of Default has occurred. The Servicer shall in
      addition give notice of the occurrence of any Trigger Event or any Insurance
      Agreement Event of Default to each Rating Agency.]

     

    SECTION
      4.10.   Annual
      Statement as to Compliance; Notice of Default.

     

    (a)
        To
      the
      extent required by Section 1123 of Regulation AB, the Servicer [or the Back-up
      Servicer] shall deliver to the Issuer, the Trust Collateral Agent, the Indenture
      Trustee, the Back-up Servicer, [the Collateral Agent], the Transferor, the
      Issuer [and the Note Insurer], on or before March 31 of each year beginning
      March 31, 20__, an Officer's Certificate, dated as of December 31 of the
      preceding calendar year, stating that (i) a review of the activities of the
      Servicer [or Back-up Servicer] during such preceding calendar year and of its
      performance under this Agreement has been made under such officer's supervision
      and (ii) to the best of such officer's knowledge, based on such review, the
      Servicer [or Back-up Servicer] has fulfilled in all material respects all its
      obligations under this Agreement throughout such year, or, if there has been
      a
      failure to fulfill any such obligation in any material respect, identifying
      each
      such failure known to such officer and the nature and status of such failure.
      The Trust Collateral Agent shall send a copy of such certificate to the Rating
      Agencies.

     

    (b)
        The
      Servicer shall deliver to the Issuer, the Trust Collateral Agent, the Indenture
      Trustee, the Back-up Servicer, [the Collateral Agent], the Transferor, the
      Issuer, [the Note Insurer] and the Rating Agencies, promptly after having
      obtained knowledge thereof, but in no event later than two (2) Business Days
      after having obtained such knowledge, written notice in an Officer's Certificate
      of any event which with the giving of notice or lapse of time, or both, would
      become a Servicer Termination Event under Section 9.1.

     

    
      
         

      

      
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    (c)
        The
      Servicer will deliver to the Issuer, on or before March 31 of each year,
      beginning on March 31, 20__, a report regarding the Servicer's assessment of
      compliance with Servicing Criteria during the immediately preceding calendar
      year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
      1122 of Regulation AB.

     

    SECTION
      4.11.   Annual
      Independent Certified Public Accountant's Reports.

     

    (a)
        The
      Servicer shall cause a firm of nationally recognized independent certified
      public accountants, who may also render other services to the Servicer or to
      the
      Transferor, to deliver to the Issuer, the Trust Collateral Agent, the Indenture
      Trustee, the Back-up Servicer, [the Collateral Agent], the Issuer, the
      Noteholders, [the Note Insurer] and each Rating Agency on or before March 31
      of
      each year beginning March 31, 20__, a report dated as of December 31 of the
      preceding calendar year and reviewing the Servicer's activities during such
      preceding calendar year, addressed to the Board of Directors of the Servicer,
      providing such information as is required under Item 1122(b) of Regulation
      AB.

     

    (b)
        The
      Servicer shall cause a firm of nationally recognized independent certified
      public accountants, who may also render other services to the Servicer or to
      the
      Transferor, to deliver to the Trust Collateral Agent, the Back-up Servicer,
      [the
      Collateral Agent], the Issuer, the Transferor [and the Note Insurer], on or
      before March 31 of each year beginning March 31, 20__, a report dated as of
      December 31 of the preceding calendar year, to the effect that such firm has
      audited the financial statements of the Servicer and issued its report therefor
      and that such audit (a) was made in accordance with generally accepted auditing
      standards, and accordingly included such tests of the accounting records and
      such other auditing procedures as such firm considered necessary in the
      circumstances; (b) included tests relating to automotive loans serviced for
      others in accordance with the requirements of the Uniform Single Attestation
      Program for Mortgage Bankers (the "Program"), to the extent the procedures
      in
      the Program are applicable to the servicing obligations set forth in this
      Agreement; (c) included an examination of the delinquency and loss statistics
      relating to the Servicer's portfolio of automobile, van, sport utility vehicle
      and light duty truck installment sales contracts; and (d) except as described
      in
      the report, disclosed no exceptions or errors in the records relating to
      automobile, van, sport utility vehicle and light duty truck loans serviced
      for
      others that, in the firm's opinion, the Program requires such firm to report.
      The accountant's report shall further state that (1) a review in accordance
      with
      agreed upon procedures was made of three randomly selected Servicer's
      Certificates; (2) except as disclosed in the report, no exceptions or errors
      in
      the Servicer's Certificates were found; and (3) the delinquency and loss
      information relating to the Receivables contained in the Servicer's Certificates
      were found to be accurate.

     

    The
      report will also indicate that the firm is independent of the Servicer within
      the meaning of the Code of Professional Ethics of the American Institute of
      Certified Public Accountants.

     

    SECTION
      4.12.   Servicer
      Expenses.
      The
      Servicer shall be required to pay all expenses incurred by it in connection
      with
      its activities under this Agreement (including taxes imposed on the Servicer,
      expenses incurred by the Servicer in connection with payments and reports to
      Noteholders, the Trust Collateral Agent [and the Note Insurer] and all other
      fees and expenses of the Issuer including taxes levied or assessed against
      the
      Issuer, and claims against the Issuer in respect of indemnification not
      expressly stated under this agreement to be for the account of the
      Issuer).

     

    
      
         

      

      
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    SECTION
      4.13.   Retention
      and Termination of Servicer.
      The
      Servicer hereby covenants and agrees to act as such under this Agreement for
      an
      initial term, commencing on the Closing Date and ending on _______________
      which
      term shall be extendible by [the Note Insurer] for successive quarterly terms
      ending on each successive June 30, September 30, December 31, and March 31
      (or,
      pursuant to revocable written standing instructions from time to time to the
      Servicer and the Trust Collateral Agent, for any specified number of terms
      greater than one), until the termination of the Issuer. Each such notice
      (including each notice pursuant to standing instructions, which shall be deemed
      delivered at the end of successive quarterly terms for so long as such
      instructions are in effect) (a "Servicer Extension Notice") shall be delivered
      by [the Note Insurer] to the Trust Collateral Agent and the Servicer. The
      Servicer hereby agrees that, as of the date hereof and upon its receipt of
      any
      such Servicer Extension Notice, the Servicer shall become bound, for the initial
      term beginning on the date hereof and for the duration of the term covered
      by
      such Servicer Extension Notice, to continue as the Servicer subject to and
      in
      accordance with the other provisions of this Agreement. [Until such time as
      a
      Note Insurer Default shall have occurred and be continuing,] the Trust
      Collateral Agent agrees that if as of the fifteenth day prior to the last day
      of
      any term of the Servicer, the Trust Collateral Agent shall not have received
      any
      Servicer Extension Notice from [the Note Insurer], the Trust Collateral Agent
      will, within five days thereafter, give written notice of such non-receipt
      [to
      the Note Insurer], the Back-up Servicer (or any alternate successor servicer
      appointed by the Note Insurer pursuant to Section 8.5) and the Servicer and
      the
      Servicer's terms shall not be extended unless a Servicer Extension Notice is
      received on or before the last day of such term.

     

    SECTION
      4.14.   Access
      to Certain Documentation and Information Regarding Receivables.
      The
      Servicer shall provide to representatives of the Indenture Trustee, the Trust
      Collateral Agent, [the Collateral Agent], the Back-up Servicer, the Transferor,
      the Issuer [and the Note Insurer] reasonable access to documentation and
      computer systems and information regarding the Receivables and shall provide
      such access to Noteholders in such cases where the Noteholders are required
      by
      applicable law or regulation to review such documentation. In each case, such
      access shall be afforded without charge but only upon reasonable request and
      during normal business hours. Nothing in this Section 4.14 shall derogate from
      the obligation of the Servicer to observe any applicable law prohibiting
      disclosure of information regarding the Obligors, and the failure of the
      Servicer to provide access as provided in this Section 4.14 as a result of
      such
      obligation shall not constitute a breach of this Section 4.14.

     

    SECTION
      4.15.   Verification
      of Servicer's Certificate.

     

    (a)
        On
      or
      before the fifth Business Day of each month, the Servicer will deliver to the
      Trust Collateral Agent and the Back-up Servicer a computer diskette (or other
      electronic transmission) in a format acceptable to the Trust Collateral Agent
      and the Back-up Servicer containing such information with respect to the
      Receivables as of the close of business on the last day of the preceding
      Collection Period as is necessary for preparation of the Servicer's Certificate.
      The Back-up Servicer shall use such computer diskette (or other electronic
      transmission) to verify the information specified in Section 4.15(b)(iii)
      contained in the Servicer's Certificate delivered by the Servicer, and the
      Back-up Servicer shall certify to [the Note Insurer] that it has verified the
      Servicer's Certificate in accordance with this Section 4.15 and shall notify
      the
      Servicer, [the Note Insurer] and the Trust Collateral Agent of any
      discrepancies, in each case, on or before the related [Deficiency Claim Date].
      In the event that the Back-up Servicer reports any discrepancies, the Servicer
      and the Back-up Servicer shall attempt to reconcile such discrepancies prior
      to
      the related Deficiency Claim Date, but in the absence of a reconciliation,
      the
      Servicer's Certificate shall control for the purpose of calculations and
      payments with respect to the related Payment Date. In the event that the Back-up
      Servicer and the Servicer are unable to reconcile discrepancies with respect
      to
      a Servicer's Certificate by the related Payment Date, (i) the Back-up Servicer
      will notify [the Note Insurer] and the Trust Collateral Agent, and (ii) the
      Servicer shall cause a firm of independent certified public accountants, at
      the
      Servicer's expense, to audit the Servicer's Certificate and, prior to the fifth
      calendar day of the following month, reconcile the discrepancies. The effect,
      if
      any, of such reconciliation shall be reflected in the Servicer's Certificate
      for
      such next succeeding Determination Date. In addition, the Servicer shall, [if
      so
      requested by the Note Insurer (unless a Note Insurer Default shall have occurred
      and be continuing)] deliver to the Back-up Servicer (i) within five (5) Business
      Days of demand therefor a computer tape containing as of the close of business
      on the date of demand all of the data maintained by the Servicer in computer
      format in connection with servicing the Receivables and (ii) within fifteen
      (15)
      Business Days of demand therefor a copy of such other information as is
      reasonably requested by [the Note Insurer] for the purpose of reconciling such
      discrepancies. Other than the duties specifically set forth in this Agreement,
      the Back-up Servicer shall have no obligations hereunder, including, without
      limitation, to supervise, verify, monitor or administer the performance of
      the
      Servicer. The Back-up Servicer shall have no liability for any actions taken
      or
      omitted by the Servicer. The duties and obligations of the Back-up Servicer
      shall be determined solely by the express provisions of this Agreement and
      no
      implied covenants or obligations shall be read into this Agreement against
      the
      Back-up Servicer.

     

    
      
         

      

      
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    (b)
        The
      Back-up Servicer shall review each Servicer's Certificate delivered pursuant
      to
      Section 4.15(a) and shall, based upon the information provided from the Servicer
      under Section 4.15(a):

     

    (i)  confirm
      that such Servicer's Certificate is complete on its face;

     

    (ii)  load
      the
      computer diskette (which shall be in a format acceptable to the Back-up
      Servicer) received from the Servicer pursuant to Section 4.15(a) hereof, confirm
      that such computer diskette is in a readable form and calculate the Principal
      Balance of each Receivable based on the Principal Balance of such Receivable
      as
      of the preceding Payment Date (as set forth in such Servicer's Certificate)
      and
      the current principal payment for such Receivable (as set forth in such
      Servicer's Certificate) and compare such calculation to that set forth in the
      Servicer's Certificate (and give notice of any discrepancy to [the Note
      Insurer]); and

     

    (iii)  recalculate
      the Available Funds, the Payment Amount, the Principal Payment Amount, the
      Interest Payment Amount, the Back-up Servicer Fee, the Servicing Fee, the
      Indenture Trustee Fee, the Custodian Fee, [the amount on deposit in the Spread
      Account and the Premium] in the Servicer's Certificate based solely on the
      balances and calculations specifically set forth in the Servicer's Certificate,
      compare such calculations to those set forth in the Servicer's Certificate.
      To
      the extent of any discrepancy, the Back-up Servicer shall give notice thereof
      to
      [the Note Insurer]. The Back-up Servicer's obligation shall be limited to the
      mathematical recalculation of the amounts set forth in this Section 4.15(b)(iii)
      based on the Servicer's Certificate.

     

    
      
         

      

      
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    SECTION
      4.16.   Fidelity
      Bond.
      The
      Servicer shall maintain a fidelity bond in such form and amount as is customary
      for entities acting as custodian of funds and documents in respect of consumer
      contracts on behalf of institutional investors.

     

    SECTION
      4.17.   Delegation
      of Duties.
      The
      Servicer may at any time delegate duties under this Agreement to sub-contractors
      who are in the business of servicing automotive receivables with the prior
      written consent of the Controlling Party; provided,
      however,
      that no
      such delegation or sub-contracting of duties by the Servicer shall relieve
      the
      Servicer of its responsibility with respect to such duties. In the event the
      Servicer shall for any reason no longer be the servicer of the Receivables
      (including by reason of a Servicer Termination Event), the Back-up Servicer,
      its
      designee or any successor Servicer shall assume all of the rights and
      obligations of the predecessor Servicer under one or more subservicing
      agreements that may have been entered into by the predecessor Servicer by giving
      notice of such assumption to the related subservicer or subservicers within
      ten
      (10) Business Days of the termination of the Servicer as servicer of the
      Receivables; provided,
      however,
      that
      the Back-up Servicer may elect to terminate a subservicing agreement with the
      prior written consent of [the Note Insurer, so long as no Note Insurer Default
      is then continuing.] If the Back-up Servicer does not elect to assume any
      subservicing agreement, any and all costs of termination shall be at the
      predecessor Servicer's expense. Upon the giving of such notice, the Back-up
      Servicer, its designee or the successor Servicer shall be deemed to have assumed
      all of the predecessor Servicer's interest therein and to have replaced the
      predecessor Servicer as a party to the subservicing agreement to the same extent
      as if the subservicing agreement had been assigned to the assuming party except
      that the predecessor Servicer and the subservicer, if any, shall not thereby
      be
      relieved of any liability or obligations accrued up to the date of the
      replacement of the Servicer under the subservicing agreement and the
      subservicer, if any, shall not be relieved of any liability or obligation to
      the
      predecessor Servicer that survives the assignment or termination of the
      subservicing agreement. The Back-up Servicer shall notify each Rating Agency
      [and the Note Insurer] if any subservicing agreement is assumed by the Back-up
      Servicer, its designee or the successor Servicer. The predecessor Servicer
      shall, upon request of the Trust Collateral Agent, the Back-up Servicer or
      any
      successor Servicer, but at the expense of the predecessor Servicer, deliver
      to
      the assuming party all documents and records relating to the subservicing
      agreement and the Receivables then being serviced and an accounting of amounts
      collected and held by it and otherwise use its reasonable efforts to effect
      the
      orderly and efficient transfer of the subservicing agreement to the assuming
      party.

     

    SECTION
      4.18.   Delivery
      of Back-up Tapes of Back-up Servicer.

     

    (a)
        In
      addition to the information to be delivered by the Servicer to the Back-up
      Servicer on or before the fifth Business Day of each month pursuant to Section
      4.15(a), the Servicer shall deliver to the Back-up Servicer, or its designated
      agent, a computer diskette (or other electronic transmission), in a format
      acceptable to the Back-up Servicer or its designated agent, as the case may
      be,
      with the loan master file and history information in the form attached hereto
      as
      Exhibit B-2 on or prior to the Closing Date, which loan master file and history
      information shall be sufficiently detailed to enable the Back-up Servicer to
      maintain records sufficient to assume the role of successor Servicer pursuant
      to
      this Agreement.

     

    
      
         

      

      
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    (b)
        In
      addition to the information required to be delivered by the Servicer to the
      Back-up Servicer or its designated agent on or before the fifth Business Day
      of
      each month pursuant to Section 4.15(a) and on or prior to the Closing Date
      pursuant to Section 4.18(a), the Servicer shall deliver the loan master file
      and
      history information to the Back-up Servicer or its designated agent on the
      Determination Date occurring in ________ (with respect to the period from and
      including the Cutoff Date to the last day of the related Collection Period)
      and
      on the Determination Date occurring every six months thereafter in the form
      attached hereto as Exhibit B-2 in writing and on a computer diskette (or other
      electronic transmission) in a format acceptable to the Back-up Servicer or
      its
      designated agent, as the case may be, and as at such other times as may be
      requested by [the Note Insurer or] the Back-up Servicer upon prior written
      notice to the Servicer, provided that the Back-up Servicer shall deliver a
      copy
      of any such notice by the Back-up Servicer to [the Note Insurer] simultaneously
      with its delivery of such notice to the Servicer.

     

    ARTICLE
      V

     

    ACCOUNTS;
      PAYMENTS;

     

    STATEMENTS
      TO NOTEHOLDERS

     

    SECTION
      5.1.   Accounts;
      Lock-Box Account.

     

    (a)
        The
      Servicer has established the Lock-Box Account as three Eligible Accounts, one
      established with [Name of indenture trustee] entitled "____________", account
      number ________________, one established with [Name of bank] entitled
      "____________," account number __________, and one established with [Name of
      indenture trustee] entitled "____________," account number ___________;
provided,
      that
      the
      Servicer, [with the prior written consent of the Note Insurer], may from time
      to
      time (a) establish additional or substitute Lock-Box Accounts, each of which
      shall be an Eligible Account, and (b) close or terminate the use of any of
      the
      aforementioned accounts or any subsequently established accounts, each of which
      accounts, at such time, shall no longer be deemed to be a Lock-Box Account;
      provided,
      further,
      that
      pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person,
      save the Trust Collateral Agent or the Servicer, has authority to direct
      disposition of funds related to the Receivables on deposit in the Lock-Box
      Account consistent with the provisions of this Agreement and the Lock-Box
      Agreement. The Trust Collateral Agent shall have no liability or responsibility
      with respect to the Lock-Box Processor's or the Servicer's directions or
      activities as set forth in the preceding sentence. The Lock-Box Account shall
      be
      established pursuant to and maintained in accordance with the Lock-Box Agreement
      and shall be a demand deposit account which shall at all times be an Eligible
      Account, initially established and maintained with [Name of indenture trustee]
      or, [at the request of the Note Insurer], an Eligible Account satisfying clause
      (i) of the definition thereof. The Servicer has established and shall maintain
      the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box
      Agreement or any of the provisions of this Agreement relating to the Lock-Box
      and the Lock-Box Agreement, the Servicer shall remain obligated and liable
      to
      the Trust Collateral Agent and the Noteholders for servicing and administering
      the Receivables and the other Trust Assets in accordance with provisions of
      this
      Agreement without diminution of such obligation or liability by virtue
      thereof.

     

    
      
         

      

      
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    In
      the
      event the Servicer shall for any reason no longer be acting as such, the
      Lock-Box Agreement shall terminate in accordance with its terms and funds on
      deposit in the Lock-Box Account shall be distributed by [Name of indenture
      trustee], as agent for the beneficial owners of funds in the Lock-Box Account
      at
      such time (including the Issuer), and [Name of indenture trustee] shall deposit
      any such funds relating to the Receivables to such other account as shall be
      identified by the Back-up Servicer or successor Servicer for deposit therein;
      provided,
      however,
      that the
      outgoing Servicer shall not thereby be relieved of any liability or obligations
      on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box
      Agreement. The outgoing Servicer shall, upon request of the Trust Collateral
      Agent, but at the expense of the outgoing Servicer, deliver to the successor
      Servicer all documents and records relating to the Lock-Box Agreement and an
      accounting of amounts collected and held in the Lock-Box Account or held by
      the
      Lock-Box Processor in respect of the Receivables and otherwise use its best
      efforts to effect the orderly and efficient transfer of any Lock-Box Agreement
      to the successor Servicer. In the event that the Lock-Box Account fails at
      any
      time to qualify as an Eligible Account, the Servicer, at its expense, shall
      cause the Lock-Box Bank to deliver, at the direction of the Controlling Party
      to
      the Trust Collateral Agent or a successor Lock-Box Bank, all documents and
      records relating to the Receivables and all amounts held (or thereafter
      received) on deposit in the Lock Box Account or held by the Lock-Box Processor
      in respect of the Receivables (together with an accounting of such amounts)
      and
      shall otherwise use its best efforts to effect the orderly and efficient
      transfer of the lock-box arrangements, and the Servicer shall promptly notify
      the Obligors to make payments to any new Lock-Box.

     

    (b)
        In
      addition to the Lock-Box Account, the Trust Collateral Agent shall establish,
      with itself, the Collection Account and the Note Account in the name of the
      Issuer for the benefit of the Noteholders [and the Note Insurer], [and the
      Policy Payments Account in the name of the Issuer for the benefit of the
      Noteholders]. The Collection Account, the Note Account [and the Policy Payments
      Account] shall be Eligible Accounts initially established with the Trust
      Collateral Agent; provided,
      however,
      if any
      of such accounts shall cease to be an Eligible Account, the Servicer, [with
      the
      consent of the Note Insurer (so long as no Note Insurer Default has occurred
      and
      is continuing),] within five (5) Business Days shall, cause such accounts to
      be
      moved to an institution so that such account meets the definition of Eligible
      Account. The Servicer shall promptly notify the Rating Agencies and the
      Transferor of any change in the location of any of the aforementioned
      accounts.

     

    All
      amounts held in the Collection Account shall be invested by the Trust Collateral
      Agent at the written direction of the Transferor in Eligible Investments in
      the
      name of the Trust Collateral Agent on behalf of the Issuer and shall mature
      no
      later than one Business Day immediately preceding the Payment Date next
      succeeding the date of such investment. In no event shall the Trust Collateral
      Agent be liable for any insufficiency in the Collection Account resulting from
      any investment loss in any Eligible Account. Such written direction shall
      certify that any such investment is authorized by this Section. No investment
      may be sold prior to its maturity. Amounts in the Note Account [and the Policy
      Payments Account] shall not be invested. The amount of earnings on investments
      of funds in the Collection Account during the Collection Period related to
      each
      Payment Date shall be deposited into the Note Account on each Payment Date,
      and
      shall be available for payment pursuant to Section 5.6(c). For purposes of
      this
      paragraph, the Trust Collateral Agent will take delivery of the Eligible
      Investments in accordance with Schedule C.

     

    
      
         

      

      
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    (c)
        The
      Trust
      Collateral Agent, pursuant to the Servicer's written instruction, shall on
      or
      prior to each Payment Date (and prior to the transfer from the Collection
      Account to the Note Account described in Section 5.6(a)(i)) transfer from the
      Collection Account to the Servicer, as additional servicing compensation, the
      amount, if any, required to be paid to the Servicer pursuant to Section
      5.12.

     

    SECTION
      5.2.   Collections.
      The
      Servicer shall use reasonable efforts to cause the Lock-Box Processor to
      transfer any payments in respect of the Receivables from or on behalf of
      Obligors received in the Lock-Box to the Lock-Box Account on the Business Day
      on
      which such payments are received, pursuant to the Lock-Box Agreement. Within
      two
      Business Days of receipt of such funds into the Lock-Box Account, the Servicer
      shall cause the Lock-Box Bank to transfer available funds related to the
      Receivables from the Lock-Box Account to the Collection Account, and if such
      funds are not available funds, as soon thereafter as they clear (i.e., become
      available for withdrawal from the Lock-Box Account). In addition, the Servicer
      shall remit all payments by or on behalf of the Obligors received by the
      Servicer with respect to the Receivables (other than Purchased Receivables),
      and
      all Liquidation Proceeds no later than the second Business Day following receipt
      into the Lock-Box Account or the Collection Account.

     

    SECTION
      5.3.   Application
      of Collections.
      All
      collections for each Collection Period shall be applied by the Servicer as
      follows:

     

    With
      respect to each Receivable (other than a Purchased Receivable), payments
      actually received from or on behalf of the Obligor shall be applied hereunder,
      first, to interest and principal in accordance with the Simple Interest Method
      to the extent necessary to bring such Receivable current, second, in connection
      with the redemption of a defaulted Receivable, to reimburse the Servicer for
      reasonable and customary out-of-pocket expenses incurred by the Servicer in
      connection with such Receivable, third, to late fees and fourth, to principal
      in
      accordance with the Simple Interest Method. Notwithstanding anything herein
      to
      the contrary, no amount applied as interest accrued on any Precomputed
      Receivable for any single Collection Period will exceed 30 days' interest
      accrued thereon assuming a 360-day year of twelve 30-day months.

     

    SECTION
      5.4.   Intentionally
      Omitted.

     

    SECTION
      5.5.   Additional
      Deposits.
      The
      following additional deposits shall be made in immediately available funds
      on
      the dates indicated: (i) on the Business Day immediately preceding each
      Determination Date, the Servicer or LBAC, as the case may be, shall deposit
      or
      cause to be deposited in the Collection Account the aggregate Purchase Amount
      with respect to Purchased Receivables, (ii) on the Business Day immediately
      preceding each Determination Date, the Trust Collateral Agent shall deposit
      in
      the Collection Account all amounts to be paid under Section 11.1, [and (iii)
      on
      or before each Draw Date, the Trust Collateral Agent shall transfer to the
      Collection Account any amounts transferred to the Trust Collateral Agent by
      [the
      Collateral Agent] from the Spread Account].

     

    
      
         

      

      
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    SECTION
      5.6.   Payments;
      [Policy Claims].

     

    (a)
        The
      Trust
      Collateral Agent (based solely on the information set forth in the Servicer's
      Certificate for the related Payment Date upon which the Trust Collateral Agent
      may conclusively rely) shall transfer on each Payment Date, from the Collection
      Account to the Note Account, in immediately available funds, an amount equal
      to
      the excess of the sum of (a) all funds that were deposited in the Collection
      Account, plus (b) earnings on investments of funds in the Collection Account
      pursuant to Section 5.1(b), for the related Collection Period over all funds
      transferred from the Collection Account with respect to such Collection Period
      pursuant to Section 5.1(c).

     

    (b)
        Prior
      to
      each Payment Date, the Servicer shall on the related Determination Date
      calculate the Available Funds, the Principal Payment Amount, the Payment Amount,
      the Interest Payment Amount, the Monthly Dealer Participation Fee Payment
      Amount, the amount, if any, required to be withdrawn from the Collection Account
      and paid to the Servicer as additional servicing compensation [or contributed
      to
      the Spread Account on behalf of the Servicer], in each case pursuant to Section
      5.12 and, based on the Available Funds and the other amounts available for
      payment on such Payment Date, determine the amount payable to the
      Noteholders.

     

    (c)
        On
      each
      Payment Date, the Trust Collateral Agent shall [(x) distribute all amounts
      delivered by the Note Insurer to the Trust Collateral Agent for deposit into
      the
      Collection Account pursuant to Section 5.9 for payment in the amounts and
      priority as directed by the Note Insurer, and (y)] (based on the information
      contained in the Servicer's Certificate delivered on the related Determination
      Date pursuant to Section 4.9 upon which the Trust Collateral Agent may
      conclusively rely) subject to subsection (e) hereof, make the following payments
      from the Available Funds withdrawn from the Note Account and from the other
      sources described below in the following order of priority:

     

    (i)  first,
      to
      LBAC, from the Available Funds, the Monthly Dealer Participation Fee Payment
      Amount and all unpaid Monthly Dealer Participation Fee Payment Amounts from
      prior Collection Periods, and second,
      to the
      Servicer, from the Available Funds (as such Available Funds have been reduced
      by
      payments made pursuant to subclause first
      of this
      clause (i)), the Servicing Fee and all unpaid Servicing Fees from prior
      Collection Periods [and, if the Available Funds are insufficient to pay such
      Servicing Fee and such unpaid Servicing Fees from prior Collection Periods,
      the
      Servicer will receive such deficiency from the Deficiency Claim Amount with
      respect to such Payment Date, if any, to the extent such Deficiency Claim Amount
      is received by the Trust Collateral Agent from [the Collateral
      Agent]];

     

    (ii)  to
      the
      Indenture Trustee, the Custodian and the Back-up Servicer from the Available
      Funds (as such Available Funds have been reduced by payments made pursuant
      to
      clause (i) above), the Indenture Trustee Fee, the Custodian Fee and the Back-up
      Servicer Fee, respectively, and all unpaid Indenture Trustee Fees, Custodian
      Fees and Back-up Servicer Fees from prior Collection Periods [and, if the
      Available Funds are insufficient to pay such amounts, the Indenture Trustee,
      the
      Custodian and the Back-up Servicer will receive such deficiency from the
      remaining portion of the Deficiency Claim Amount with respect to such Payment
      Date, if any, to the extent such Deficiency Claim Amount is received by the
      Trust Collateral Agent from [the Collateral Agent], after application thereof
      pursuant to clause (i) above];

     

    
      
         

      

      
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    (iii)  to
      the
      Noteholders, pro rata
      based on
      the Note Interest due on each such class of Notes, from the Available Funds
      (as
      such Available Funds have been reduced by payments made pursuant to clauses
      (i)
      and (ii) above), an amount equal to the Class A-1 Note Interest, with respect
      to
      such Payment Date (plus (without duplication) interest on any outstanding
      Interest Carryover Shortfall, if any, to the extent permitted by applicable
      law,
      at the Note Rate, for the related Accrual Period (calculated (i) with respect
      to
      the Class A-1 Notes, on the basis of [the actual number of days elapsed during
      such Accrual Period based on a 360 day year or a 360-day year consisting of
      twelve 30-day months)] [and, if the Available Funds are insufficient to pay
      such
      amounts, the Noteholders will receive such deficiency from the following sources
      in the following order of priority: (A) from the remaining portion of the
      Deficiency Claim Amount with respect to such Payment Date, if any, to the extent
      such Deficiency Claim Amount is received by the Trust Collateral Agent from
      [the
      Collateral Agent], after application thereof pursuant to clauses (i) and (ii)
      above and (B) from the Policy Claim Amount with respect to such Payment Date,
      if
      any, received by the Trust Collateral Agent from the Note Insurer];

     

    (iv)  from
      the
      Available Funds (as such Available Funds have been reduced by payments made
      pursuant to clauses (i) through (iii) above) to the Noteholders, until the
      Note
      Balance has been reduced to zero, an amount equal to the sum of the Principal
      Payment Amount with respect to such Payment Date and any Principal Carryover
      Shortfall as of the close of business on the preceding Payment Date, [and,
      if
      the Available Funds are insufficient to pay such amounts, the Noteholders will
      receive such deficiency from the following sources in the following order of
      priority: (A) from the remaining portion of the Deficiency Claim Amount with
      respect to such Payment Date, if any, after application thereof pursuant to
      clauses (i) through (iii) above, plus (B) the remaining portion of the Policy
      Claim Amount with respect to such Payment Date, if any, after application
      thereof pursuant to clause (iii) above];

     

    (v)  first,
      [to the
      Note Insurer, from the Available Funds (as such Available Funds have been
      reduced by payments made pursuant to clauses (i) through (iv) above), an amount
      equal to the Reimbursement Obligations and, if the Available Funds are
      insufficient to pay such Reimbursement Obligations, the Note Insurer shall
      receive such deficiency from the remaining portion of the Deficiency Claim
      Amount with respect to such Payment Date, if any, to the extent received by
      the
      Trust Collateral Agent from [the Collateral Agent], after application thereof
      pursuant to clauses (i) through (iv) above, second,]
      to the
      Trust Collateral Agent, the Indenture Trustee, the Back-up Servicer and the
      Custodian, as applicable, from the Available Funds (as such Available Funds
      have
      been reduced by payments made pursuant to clauses (i) through (iv) above and
      subclause first
      of this
      clause (v)), all reasonable out-of-pocket expenses of the Trust Collateral
      Agent, the Indenture Trustee, the Back-up Servicer and the Custodian (including
      reasonable counsel fees and expenses), including, without limitation, costs
      and
      expenses required to be paid by the Servicer to the Back-up Servicer under
      Section 9.2(a), to the extent not paid by the Servicer, and all unpaid
      reasonable out-of-pocket expenses of the Trust Collateral Agent, the Indenture
      Trustee, the Back-up Servicer and the Custodian (including reasonable counsel
      fees and expenses) from prior Collection Periods; provided,
      however,
      that
      unless an Event of Default shall have occurred and be continuing, expenses
      payable to the Trust Collateral Agent, the Indenture Trustee, the Back-up
      Servicer and the Custodian pursuant to this subclause second
      of
      clause (v) shall be limited to a combined aggregate amount of $__________ per
      annum, and third
      to the
      Back-up Servicer, from the Available Funds (as such Available Funds have been
      reduced by payments made pursuant to clauses (i) through (iv) above and
      subclauses first
      and
second
      of this
      clause (v)), in the event that the Back-up Servicer shall have assumed the
      obligations of Servicer pursuant to Section 9.2(a) and the Servicer fails to
      pay
      the Back-up Servicer for system conversion expenses as required by said section,
      an aggregate amount not to exceed $_______________ in payment of such system
      conversion expenses; and

     

    
      
         

      

      
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    (vi)  to
      [[the
      Collateral Agent], for deposit in the Spread Account] [the Certificateholder],
      the remaining Available Funds (as such Available Funds have been reduced by
      payments pursuant to clauses (i) through [(v)] above ), if any, [for application
      in accordance with provisions of the Spread Account Agreement].

     

    (d)
        [In
      addition, on each Payment Date, after giving effect to the payments specified
      in
      clauses (i) through [(vi)] above, the Trust Collateral Agent shall (based on
      the
      information contained in the Servicer's Certificate delivered on the related
      Determination Date pursuant to Section 4.9 upon which the Trust Collateral
      Agent
      may conclusively rely) shall pay to the Certificateholder the amount, if any,
      to
      be released to the Certificateholder pursuant to the terms of the Spread Account
      Agreement.]

     

    (e)
        Each
      Noteholder, by its acceptance of its Note, will be deemed to have consented
      to
      the provisions of Sections 5.6(c) and 5.6(d) relating to the priority of
      payments, and will be further deemed to have acknowledged that no property
      rights in any amount or the proceeds of any such amount shall vest in such
      Noteholder until such amounts have been distributed to such Noteholder pursuant
      to such provisions; provided,
      that the
      foregoing shall not restrict the right of any Noteholder, upon compliance with
      the provisions hereof from seeking to compel the performance of the provisions
      hereof by the parties hereto. [Each Noteholder, by its acceptance of its Note,
      will be deemed to have further agreed that withdrawals of funds by [the
      Collateral Agent] from the Spread Account for application hereunder, shall
      be
      made in accordance with the provisions of the Spread Account
      Agreement.]

     

    (f)
        In
      furtherance of and not in limitation of the foregoing, the Certificateholder
      by
      acceptance of the Certificate, specifically acknowledges that no amounts shall
      be received by it, nor shall it have any right to receive any amounts, unless
      and until such amounts have been distributed pursuant to Section 5.6(d) above
      for payment to the Certificateholder. [Notwithstanding the foregoing, in the
      event that it is ever determined that any property held in the Spread Account
      constitute a pledge of collateral, then the provisions of this Agreement and
      the
      Spread Account Agreement shall be considered to constitute a security agreement
      and the Transferor and the Certificateholder hereby grant to [the Collateral
      Agent] and to the Trust Collateral Agent, respectively, a first priority
      perfected security interest in such amounts, to be applied as set forth in
      Section 3.03(b) of the Spread Account Agreement. In addition, the
      Certificateholder, by acceptance of its Certificate, hereby appoints the
      Transferor as its agent to pledge a first priority perfected security interest
      in the Spread Account, and any property held therein from time to time to [the
      Collateral Agent] for the benefit of the Trust Collateral Agent [and the Note
      Insurer] pursuant to the Spread Account Agreement and agrees to execute and
      deliver such instruments of conveyance, assignment, grant, confirmation, etc.,
      as well as any financing statements, in each case as [the Note Insurer] shall
      consider reasonably necessary in order to perfect [the Collateral Agent]'s
      Security Interest in the Collateral (as such terms are defined in the Spread
      Account Agreement).]

     

    
      
         

      

      
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    (g)
        Subject
      to Section 11.1 respecting the final payment upon retirement of each Note,
      the
      Servicer shall on each Payment Date instruct the Trust Collateral Agent to
      distribute to each Noteholder of record on the preceding Record Date either
      (i)
      by wire transfer, in immediately available funds to the account of such Holder
      at a bank or other entity having appropriate facilities therefor, if such
      Noteholder is the Clearing Agency or such Holder's Notes in the aggregate
      evidence an original Note Balance of at least $1,000,000, and if such Noteholder
      shall have provided to the Trust Collateral Agent appropriate instructions
      prior
      to the Record Date for such Payment Date, or (ii) by check mailed to such
      Noteholder at the address of such Holder appearing in the Note Register, such
      Holder's pro rata
      share
      (based on the outstanding Note Balance) of the Payment Amount, to be paid to
      such Notes in accordance with the Servicer's Certificate.

     

    SECTION
      5.7.   Statements
      to Noteholders; Tax Returns.

     

    (a)
        With
      each
      payment from the Note Account to the Noteholders made on a Payment Date, the
      Servicer shall provide to [the Note Insurer], the Transferor, the Indenture
      Trustee, each Rating Agency and the Trust Collateral Agent (the Trust Collateral
      Agent to forward to each Noteholder of record) the Servicer's Certificate
      substantially in the form of Exhibit B-1 hereto, setting forth, among at least
      the following information as to the Notes, to the extent
      applicable:

     

    (i)  the
      amount of the payment allocable to principal of the Notes;

     

    (ii)  the
      amount of the payment allocable to interest on the Notes;

     

    (iii)  the
      number of Receivables, the weighted average APR of the Receivables, the weighted
      average maturity of the Receivables, the Pool Balance, and the Pool Factor,
      as
      of the close of business on the last day of the preceding Collection
      Period;

     

    (iv)  the
      Note
      Balance, as of the close of business on the last day of the preceding Collection
      Period, after giving effect to payments allocated to principal reported under
      clause (i) above;

     

    (v)  the
      amount of the Monthly Dealer Participation Fee Payment
      Amount
      paid to
      LBAC, the amount of the Servicing Fee paid to the Servicer and the amount of
      the
      Back-up Servicer Fee paid to the Back-up Servicer with respect to the related
      Collection Period, the amount of any unpaid Servicing Fees and any unpaid
      Back-up Servicer Fees and the change in such amounts from the prior Payment
      Date;

     

    
      
         

      

      
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    (vi)  the
      amount of the Interest Carryover Shortfall, if applicable, and the Principal
      Carryover Shortfall, if applicable, on such Payment Date and the change in
      such
      amounts from the prior Payment Date;

     

    (vii)  [the
      amount paid, if any, to the Noteholders under the Policy for such Payment
      Date;]

     

    (viii)  [the
      amount paid to the Note Insurer on such Payment Date;]

     

    (ix)  [the
      amount in the Spread Account;]

     

    (x)  the
      number of Receivables and the aggregate outstanding principal amount scheduled
      to be paid thereon, for which the related Obligors are delinquent in making
      Scheduled Receivable Payments between 30 and 59 days, 60 and 89 days, 90 and
      119
      days and 120 days or more (in each case calculated on the basis of a 360-day
      year consisting of twelve 30-day months), and the percentage of the aggregate
      principal amount which such delinquencies represent;

     

    (xi)  the
      number and the aggregate Purchase Amount of Receivables repurchased by the
      Originator or purchased by the Servicer during the related Collection
      Period;

     

    (xii)  the
      cumulative number and amount of Liquidated Receivables, the cumulative amount
      of
      any Liquidation Proceeds and Recoveries, since the Cutoff Date to the last
      day
      of the related Collection Period, the number and amount of Liquidated
      Receivables for the related Collection Period and the amount of Recoveries
      in
      the related Collection Period;

     

    (xiii)  [the
      Average Delinquency Ratio, the Cumulative Default Rate and the Cumulative Loss
      Rate (as such terms are defined in the Spread Account Agreement) for such
      Payment Date;]

     

    (xiv)  [whether
      any Trigger Event has occurred as of such Determination Date;]

     

    (xv)  [whether
      any Trigger Event that may have occurred as of a prior Determination Date is
      Deemed Cured (as such term is defined in the Spread Account Agreement) or
      otherwise waived as of such Determination Date;]

     

    (xvi)  [whether
      an Insurance Agreement Event of Default has occurred; and]

     

    (xvii)  the
      number and amount of Cram Down Losses, the number and dollar amount of
      repossessions, the aging of repossession inventory and the dollar amount of
      Recoveries.

     

    Each
      amount set forth pursuant to subclauses (i), (ii), (v) and (vi) above shall
      be
      expressed in the aggregate and as a dollar amount per $1,000 of original
      principal balance of a Note.

     

    
      
         

      

      
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    (b)
        No
      later
      than January 31 of each calendar year, commencing January 31, 20__, the Servicer
      shall send to the Indenture Trustee and the Trust Collateral Agent, and the
      Trust Collateral Agent shall, provided it has received the necessary information
      from the Servicer, promptly thereafter furnish to each Person who at any time
      during the preceding calendar year was a Noteholder of record and received
      any
      payment thereon (a) a report (prepared by the Servicer) as to the aggregate
      of
      amounts reported pursuant to subclauses (i), (ii), (v) and (vi) of Section
      5.7(a) for such preceding calendar year or applicable portion thereof during
      which such person was a Noteholder, and (b) such information as may be
      reasonably requested by the Noteholders or required by the Code and regulations
      thereunder, to enable such Holders to prepare their Federal and State income
      tax
      returns. The obligation of the Trust Collateral Agent set forth in this
      paragraph shall be deemed to have been satisfied to the extent that
      substantially comparable information shall be provided by the Servicer pursuant
      to any requirements of the Code.

     

    (c)
        The
      Servicer, at its own expense, shall cause a firm of nationally recognized
      accountants to prepare any tax returns required to be filed by the Issuer,
      and
      the Issuer shall execute and file such returns if requested to do so by the
      Servicer. The Trust Collateral Agent, upon request, will furnish the Servicer
      with all such information actually known to the Trust Collateral Agent as may
      be
      reasonably requested by the Servicer in connection with the preparation of
      all
      tax returns of the Issuer.

     

    SECTION
      5.8.   Reliance
      on Information from the Servicer.
      Notwithstanding anything to the contrary contained in this Agreement, all
      payments from any of the accounts described in this Article V and any transfer
      of amounts between such accounts shall be made by the Trust Collateral Agent
      based on the information provided to the Trust Collateral Agent by the Servicer
      in writing, whether by way of a Servicer's Certificate or otherwise (upon which
      the Trust Collateral Agent may conclusively rely).

     

    SECTION
      5.9.   [Optional
      Deposits by the Note Insurer.
      The
      Note Insurer shall at any time, and from time to time, with respect to a Payment
      Date, have the option to deliver amounts to the Trust Collateral Agent for
      deposit into the Collection Account for any of the following purposes: (i)
      to
      provide funds in respect of the payment of fees or expenses of any provider
      of
      services to the Issuer with respect to such Payment Date, (ii) to distribute
      as
      a component of the Principal Payment Amount to the extent that the Note Balance
      as of the Determination Date preceding such Payment Date exceeds the Pool
      Balance as of such Determination Date or (iii) to include such amount as part
      of
      the Payment Amount for such Payment Date to the extent that without such amount
      a draw would be required to be made on the Note Policy.]

     

    SECTION
      5.10.   [Spread
      Account.
      The Transferor agrees, simultaneously with the execution and delivery of this
      Agreement, to execute and deliver the Spread Account Agreement and, pursuant
      to
      the terms thereof, to deposit the Initial Spread Account Deposit in the Spread
      Account on the Closing Date. Although the Transferor as Certificateholder,
      has
      pledged the Spread Account to [the Collateral Agent], pursuant to the Spread
      Account Agreement, the Spread Account shall not under any circumstances be
      deemed to be a part of or otherwise includible in the Issuer or the Trust
      Assets.]

     

    
      
         

      

      
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    SECTION
      5.11.   [Withdrawals
      from Spread Account.

     

    (a)
        In
      the
      event that the Servicer's Certificate with respect to any Determination Date
      shall state that the amount of the Available Funds with respect to such
      Determination Date are less than the sum of the amounts payable on the related
      Payment Date pursuant to clauses (i) through (iv) and subclause first
      of
      clause (v) of Section 5.6(c) (such deficiency being a "Deficiency Claim Amount")
      then on the Deficiency Claim Date immediately preceding such Payment Date,
      the
      Trust Collateral Agent shall deliver to [the Collateral Agent], the Note
      Insurer, the Fiscal Agent (as such term is defined in the Insurance Agreement),
      if any, the Servicer, by hand delivery, telex or facsimile transmission, a
      written notice (a "Deficiency Notice") specifying the Deficiency Claim Amount
      for such Payment Date. Such Deficiency Notice shall direct [the Collateral
      Agent] to remit such Deficiency Claim Amount (to the extent of the funds
      available to be distributed pursuant to the Spread Account Agreement) to the
      Trust Collateral Agent for deposit in the Collection Account.

     

    Any
      Deficiency Notice shall be delivered by 10:00 a.m., New York City time, on
      the
      related Deficiency Claim Date. The amounts distributed by [the Collateral Agent]
      to the Trust Collateral Agent pursuant to a Deficiency Notice shall be deposited
      by the Trust Collateral Agent into the Collection Account pursuant to Section
      5.5.]

     

    SECTION
      5.12.   Simple
      Interest.
      On each
      Determination Date, the Servicer shall determine the amount, if any, of any
      Simple Interest Shortfall or Simple Interest Excess for the related Collection
      Period. If the Servicer determines that there is a Simple Interest Shortfall
      for
      such related Collection Period, the Servicer shall make an advance (a "Simple
      Interest Advance") in the amount of such Simple Interest Shortfall and deposit
      such Simple Interest Advance into the Collection Account on or before the
      Business Day immediately preceding the next succeeding Payment Date. If,
      however, the Servicer determines that there is a Simple Interest Excess for
      such
      Collection Period, the Trust Collateral Agent shall withdraw the amount of
      such
      Simple Interest Excess from the Collection Account on the next Payment Date
      and
      pay the amount of such Simple Interest Excess to the Servicer as additional
      servicing compensation. [Notwithstanding the immediately preceding sentence,
      to
      the extent that the aggregate amount of Simple Interest Advances made by the
      Servicer with respect to all prior Collection Periods does not exceed the
      aggregate amount of all Simple Interest Excesses with respect to such prior
      Collection Periods, such excess shall be deposited pursuant to Section 5.6(b)
      into the Spread Account and shall be treated as a contribution to the Spread
      Account by the Servicer for the benefit of the Certificateholder for federal
      income tax purposes.] All references in this Section 5.12 to the Servicer shall
      be deemed to refer to the Servicer only so long as LBAC is acting in such
      capacity hereunder. 

     

    SECTION
      5.13.   Securities
      Accounts.
      The
      Trust Collateral Agent acknowledges that any account held by it hereunder is
      a
      "securities account" as defined in the Uniform Commercial Code as in effect
      in
      New York (the "New
      York UCC"),
      and
      that it shall be acting as a "securities intermediary" of the Indenture Trustee
      with respect to each such account held by it.

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    ARTICLE
      VI

     

    [THE
      NOTE
      POLICY

     

    SECTION
      6.1.   [Note
      Policy.
      The
      Originator agrees, simultaneously with the execution and delivery of this
      Agreement, to cause the Note Insurer to issue the Note Policy for the benefit
      of
      the Noteholders in accordance with the terms thereof.]

     

    SECTION
      6.2.   [Claims
      Under Note Policy.

     

    (a)
        In
      the
      event that the Trust Collateral Agent has delivered a Deficiency Notice with
      respect to any Determination Date, the Trust Collateral Agent shall determine
      on
      the related Draw Date whether the sum of (i) the amount of Available Funds
      with
      respect to such Determination Date (as stated in the Servicer's Certificate
      with
      respect to such Determination Date) plus (ii) the amount of the Deficiency
      Claim
      Amount, if any, available to be distributed pursuant to the Spread Account
      Agreement by [the Collateral Agent] to the Trust Collateral Agent pursuant
      to a
      Deficiency Notice delivered with respect to such Payment Date (as stated in
      the
      certificate delivered on the immediately preceding Deficiency Claim Date by
      [the
      Collateral Agent] pursuant to Section 3.03(a) of the Spread Account Agreement)
      would be insufficient, after giving effect to the payments required by Section
      5.6(c)(i) and (ii), to pay the Scheduled Payments for the related Payment Date,
      then in such event the Trust Collateral Agent shall furnish to the Note Insurer
      no later than 12:00 noon New York City time on the related Draw Date a completed
      Notice of Claim in the amount of the shortfall in amounts so available to pay
      the Scheduled Payments with respect to such Payment Date (the amount of any
      such
      shortfall being hereinafter referred to as the "Policy Claim Amount"). Amounts
      paid by the Note Insurer under the Note Policy shall be deposited by the Trust
      Collateral Agent into the Policy Payments Account and thereafter into the Note
      Account for payment to Noteholders on the related Payment Date (or promptly
      following payment on a later date as set forth in the Note Policy).

     

    (b)
        Any
      notice delivered by the Trust Collateral Agent to the Note Insurer pursuant
      to
      Section 6.2(a) shall specify the Policy Claim Amount claimed under the Note
      Policy and shall constitute a "Notice of Claim" under the Note Policy. In
      accordance with the provisions of the Note Policy, the Note Insurer is required
      to pay to the Trust Collateral Agent the Policy Claim Amount properly claimed
      thereunder by 12:00 noon, New York City time, on the later of (i) the second
      Business Day (as defined in the Note Policy) following receipt on a Business
      Day
      (as defined in the Note Policy) of the Notice of Claim, and (ii) the applicable
      Payment Date. Any payment made by the Note Insurer under the Note Policy shall
      be applied solely to the payment of the Notes, and for no other
      purpose.

     

    (c)
        The
      Trust
      Collateral Agent shall (i) receive as attorney-in-fact of each Noteholder any
      Policy Claim Amount from the Note Insurer and (ii) deposit the same in the
      Policy Payments Account for disbursement to the Noteholders as set forth in
      clauses (iii) and (iv) of Section 5.6(c). Any and all Policy Claim Amounts
      disbursed by the Trust Collateral Agent from claims made under the Note Policy
      shall not be considered payment by the Issuer or from the Spread Account with
      respect to such Notes, and shall not discharge the obligations of the Issuer
      with respect thereto. The Note Insurer shall, to the extent it makes any payment
      with respect to the Notes, become subrogated to the rights of the recipients
      of
      such payments to the extent of such payments. Subject to and conditioned upon
      any payment with respect to the Notes by or on behalf of the Note Insurer,
      each
      Noteholder shall be deemed, without further action, to have directed the Trust
      Collateral Agent to assign to the Note Insurer all rights to the payment of
      interest or principal with respect to the Notes which are then due for payment
      to the extent of all payments made by the Note Insurer and the Note Insurer
      may
      exercise any option, vote, right, power or the like with respect to the Notes
      to
      the extent that it has made payment pursuant to the Note Policy. Notwithstanding
      the foregoing, the order of priority of payments to be made pursuant to Section
      5.6(c) shall not be modified by this clause (c). To evidence such subrogation,
      the Note Registrar shall note the Note Insurer's rights as subrogee upon the
      register of Noteholders upon receipt from the Note Insurer of proof of payment
      by the Note Insurer of any Interest Payment Amount or Principal Payment
      Amount.

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

    (d)
        The
      Trust
      Collateral Agent shall be entitled, but not obligated, to enforce on behalf
      of
      the Noteholders the obligations of the Note Insurer under the Note Policy.
      Notwithstanding any other provision of this Agreement, the Noteholders are
      not
      entitled to institute proceedings directly against the Note
      Insurer.]

     

    SECTION
      6.3.   [Preference
      Claims; Direction of Proceedings.

     

    (a)
        In
      the
      event that the Trust Collateral Agent has received a certified copy of an order
      of the appropriate court that any Scheduled Payment paid on a Note has been
      avoided in whole or in part as a preference payment under applicable bankruptcy
      law, the Trust Collateral Agent shall so notify the Note Insurer, shall comply
      with the provisions of the Note Policy to obtain payment by the Note Insurer
      of
      such avoided payment, and shall, at the time it provides notice to the Note
      Insurer, comply with the provisions of the Note Policy to obtain payment by
      the
      Note Insurer, notify Holders of the Notes by mail that, in the event that any
      Noteholder's payment is so recoverable, such Noteholder will be entitled to
      payment pursuant to the terms of the Note Policy. Pursuant to the terms of
      the
      Note Policy, the Note Insurer will make such payment on behalf of the Noteholder
      to the receiver, conservator, debtor-in-possession or trustee in bankruptcy
      named in the Order (as defined in the Note Policy) and not to the Trust
      Collateral Agent or any Noteholder directly (unless a Noteholder has previously
      paid such payment to the receiver, conservator, debtor-in-possession or trustee
      in bankruptcy, in which case the Note Insurer will make such payment to the
      Trust Collateral Agent for payment, in accordance with the instructions to
      be
      provided by the Note Insurer, to such Noteholder upon proof of such payment
      reasonably satisfactory to the Note Insurer).

     

    (b)
        Each
      Notice of Claim shall provide that the Trust Collateral Agent, on its behalf
      and
      on behalf of the Noteholders, thereby appoints the Note Insurer as agent and
      attorney-in-fact for the Trust Collateral Agent and each Noteholder in any
      legal
      proceeding with respect to the Notes. The Trust Collateral Agent shall promptly
      notify the Note Insurer of any proceeding or the institution of any action
      (of
      which a Responsible Officer of the Trust Collateral Agent has actual knowledge)
      seeking the avoidance as a preferential transfer under applicable bankruptcy,
      insolvency, receivership, rehabilitation or similar law (a "Preference Claim")
      of any payment made with respect to the Notes. Each Holder of Notes, by its
      purchase of Notes, and the Trust Collateral Agent hereby agree that so long
      as a
      Note Insurer Default shall not have occurred and be continuing, the Note Insurer
      may at any time during the continuation of any proceeding relating to a
      Preference Claim direct all matters relating to such Preference Claim including,
      without limitation, (i) the direction of any appeal of any order relating to
      any
      Preference Claim and (ii) the posting of any surety, supersedeas or performance
      bond pending any such appeal at the expense of the Note Insurer, but subject
      to
      reimbursement as provided in the Insurance Agreement. In addition, and without
      limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer
      shall be subrogated to, and each Noteholder and the Trust Collateral Agent
      hereby delegate and assign, to the fullest extent permitted by law, the rights
      of the Trust Collateral Agent and each Noteholder in the conduct of any
      proceeding with respect to a Preference Claim, including, without limitation,
      all rights of any party to an adversary proceeding action with respect to any
      court order issued in connection with any such Preference Claim.]

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

    SECTION
      6.4.   [Surrender
      of Note Policy.
      The
      Trust Collateral Agent shall surrender the Note Policy to the Note Insurer
      for
      cancellation upon its expiration in accordance with the terms
      thereof.]

     

     

    ARTICLE
      VII

     

    THE
      TRANSFEROR

     

    SECTION
      7.1.   Representations
      of the Transferor.
      The
      Transferor makes the following representations on which [the Note Insurer shall
      be deemed to have relied in executing and delivering the Note Policy and on
      which] the Issuer is deemed to have relied in acquiring the Receivables and
      on
      which the Indenture Trustee, the Owner Trustee, [the Collateral Agent], Trust
      Collateral Agent and Back-up Servicer may rely. The representations speak as
      of
      the execution and delivery of this Agreement and as of the Closing Date and
      shall survive the conveyance of the Receivables to the Issuer and the subsequent
      pledge thereof to the Indenture Trustee pursuant to the Indenture.

     

    (a)
        Organization
      and Good Standing.
      The
      Transferor has been duly organized and is validly existing as a corporation
      in
      good standing under the laws of the State of Delaware, with the corporate power
      and authority to conduct its business as such business is presently conducted
      and to execute, deliver and perform its obligations under this Agreement and
      the
      other Basic Documents to which it is a party.

     

    (b)
        Due
      Qualification.
      The
      Transferor is duly qualified to do business as a foreign corporation in good
      standing, and has obtained all necessary licenses and approvals in all
      jurisdictions required for the performance of its obligations under this
      Agreement and the other Basic Documents to which it is a party other than where
      the failure to obtain such license or approval or qualification would not have
      a
      material adverse effect on the ability of the Transferor to perform such
      obligations or on any Receivable or on the interest therein of the Issuer,
      the
      Noteholders [or the Note Insurer].

     

    (c)
        Power
      and Authority.
      The
      Transferor has the corporate power and authority to execute and deliver this
      Agreement and the other Basic Documents to which it is a party and to carry
      out
      their respective terms; the Transferor has full corporate power and authority
      to
      sell and assign the property sold and assigned to and deposited with the Issuer
      and has duly authorized such sale and assignment to the Issuer by all necessary
      corporate action; and the execution, delivery, and performance of this Agreement
      and the other Basic Documents to which it is a party have been duly authorized
      by the Transferor by all necessary corporate action.

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

    (d)
        Valid
      Sale; Binding Obligation.
      This
      Agreement effects a valid sale, transfer and assignment of the Receivables
      and
      the other property conveyed to the Issuer pursuant to Section 2.1, enforceable
      against creditors of and purchasers from the Transferor; and this Agreement
      and
      the other Basic Documents to which the Transferor is a party shall constitute
      legal, valid and binding obligations of the Transferor enforceable in accordance
      with their respective terms except as enforceability may be limited by
      bankruptcy, insolvency, reorganization or other similar laws affecting the
      enforcement of creditors' rights generally and by equitable limitations on
      the
      availability of specific remedies, regardless of whether such enforceability
      is
      considered in a proceeding in equity or at law.

     

    (e)
        No
      Violation.
      The
      execution, delivery and performance by the Transferor of this Agreement and
      the
      other Basic Documents to which the Transferor is a party and the consummation
      of
      the transactions contemplated hereby and thereby and the fulfillment of the
      terms hereof and thereof do not conflict with, result in any breach of any
      of
      the terms and provisions of, nor constitute (with or without notice or lapse
      of
      time) a default under, the certificate of incorporation or by-laws of the
      Transferor, or any material indenture, agreement, mortgage, deed of trust,
      or
      other instrument to which the Transferor is a party or by which it is bound
      or
      any of its properties are subject; nor result in the creation or imposition
      of
      any material lien upon any of its properties pursuant to the terms of any such
      indenture, agreement, mortgage, deed of trust, or other instrument (other than
      the Basic Documents); nor violate any law, order, rule, or regulation applicable
      to the Transferor of any court or of any Federal or State regulatory body,
      administrative agency, or other governmental instrumentality having jurisdiction
      over the Transferor or its properties.

     

    (f)
        No
      Proceedings.
      There
      are no proceedings or investigations pending, or to the Transferor's best
      knowledge, threatened, before any court, regulatory body, administrative agency,
      or other governmental instrumentality having jurisdiction over the Transferor
      or
      its properties: (A) asserting the invalidity of this Agreement or the other
      Basic Documents to which the Transferor is a party or the Notes, (B) seeking
      to
      prevent the issuance of the Notes or the consummation of any of the transactions
      contemplated by this Agreement or the other Basic Documents to which the
      Transferor is a party, (C) seeking any determination or ruling that might
      materially and adversely affect the performance by the Transferor of its
      obligations under, or the validity or enforceability of, this Agreement or
      the
      other Basic Documents to which the Transferor is a party or the Notes, (D)
      relating to the Transferor and which might adversely affect the Federal or
      State
      income, excise, franchise or similar tax attributes of the Notes or (E) that
      could have a material adverse effect on the Receivables.

     

    (g)
        No
      Consents.
      No
      consent, approval, authorization or order of or declaration or filing with
      any
      governmental authority is required to be obtained by the Transferor for the
      issuance or sale of the Notes or the consummation of the other transactions
      contemplated by this Agreement and the other Basic Documents to which the
      Transferor is a party, except such as have been duly made or obtained or where
      the failure to obtain such consent, approval, authorization, order or
      declaration, or to make such filing, would not have a material adverse effect
      on
      the ability of the Transferor to perform its obligation under the Basic
      Documents to which it is a party and would not have a material adverse effect
      on
      any Receivable or the interest therein of the Issuer, the Noteholders [or the
      Note Insurer].

     

    
      
         

      

      
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    (h)
        Chief
      Executive Office.
      The
      Transferor hereby represents and warrants to the Trust Collateral Agent that
      the
      Transferor's principal place of business and chief executive office is, and
      for
      the four months preceding the date of this Agreement, has been, located at
      One
      Mack Centre Drive, Paramus, New Jersey 07652.

     

    (i)
        Transferor's
      Intention.
      The
      Receivables and other Transferred Property are being transferred, with the
      intention of removing them from the Transferor's estate pursuant to Section
      541
      of the United States Bankruptcy Code, as the same may be amended from time
      to
      time.

     

    SECTION
      7.2.   Liability
      of the Transferor.
      The
      Transferor shall be liable only to the extent of the obligations specifically
      undertaken by the Transferor under this Agreement and the representations made
      by the Transferor in this Agreement.

     

    SECTION
      7.3.   Merger
      or Consolidation of, or Assumption of the Obligations of, the
      Transferor.
      Any
      Person (a) into which the Transferor may be merged or consolidated, (b) which
      may result from any merger or consolidation to which the Transferor shall be
      a
      party or (c) which may succeed to the properties and assets of the Transferor
      substantially as a whole, which person in any of the foregoing cases executes
      an
      agreement of assumption to perform every obligation of the Transferor under
      this
      Agreement, shall be the successor to the Transferor hereunder without the
      execution or filing of any document or any further act by any of the parties
      to
      this Agreement; provided,
      however,
      as a
      condition to the consummation of any of the transactions referred to in clauses
      (a), (b) or (c) above, (i) immediately after giving effect to such transaction,
      (x) no representation or warranty made pursuant to Section 7.1 would have been
      breached (for purposes hereof, such representations and warranties shall speak
      as of the date of the consummation of such transaction) and (y) no event that,
      after notice or lapse of time, or both, would become a Servicer Termination
      Event shall have happened and be continuing, (ii) the Transferor shall have
      delivered to [the Note Insurer,] the Indenture Trustee, the Trust Collateral
      Agent and the Issuer an Officer's Certificate and an Opinion of Counsel each
      stating that such consolidation, merger, or succession and such agreement or
      assumption comply with this Section 7.3 and that all conditions precedent,
      if
      any, provided for in this Agreement relating to such transaction have been
      complied with, (iii) the Transferor shall have delivered to [the Note Insurer],
      the Indenture Trustee, the Trust Collateral Agent and the Issuer an Opinion
      of
      Counsel either (A) stating that, in the opinion of such counsel, all financing
      statements and continuation statements and amendments thereto have been executed
      and filed that are necessary fully to preserve and protect the interest of
      the
      Issuer in the Receivables, and reciting the details of such filings, or (B)
      stating that, in the opinion of such counsel, no such action shall be necessary
      to preserve and protect such interest, [(iv) immediately after giving effect
      to
      such transaction, no Insurance Agreement Event of Default and no event that,
      after notice or lapse of time, or both, would become an Insurance Agreement
      Event of Default shall have happened and be continuing,] (v) the organizational
      documents of the Person surviving or resulting from such transaction shall
      contain provisions similar to those of the Transferor's certificate of
      incorporation in respect of the issuance of debt, independent directors and
      bankruptcy remoteness and (vi) the Transferor shall have received confirmation
      from each Rating Agency that the then current rating of the Notes will not
      be
      downgraded as a result of such merger, consolidation or succession. A copy
      of
      such confirmation shall be provided to the Trust Collateral Agent.
      Notwithstanding anything herein to the contrary, the execution of the foregoing
      agreement of assumption and compliance with clause (i), (ii), (iii) or (iv)
      above shall be conditions to the consummation of the transactions referred
      to in
      clause (a), (b) or (c) above.

     

    
      
         

      

      
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    SECTION
      7.4.   Limitation
      on Liability of the Transferor and Others.
      The
      Transferor and any director or officer or employee or agent of the Transferor
      may rely in good faith on the advice of counsel or on any document of any kind,
      prima facie properly executed and submitted by any Person respecting any matters
      arising hereunder. The Transferor shall not be under any obligation to appear
      in, prosecute or defend any legal action that shall not be incidental to its
      obligations under this Agreement, and that in its opinion may involve it in
      any
      expense or liability.

     

    SECTION
      7.5.   Transferor
      May Own Notes.
      The
      Transferor and any Person controlling, controlled by, or under common control
      with the Transferor may in its individual or any other capacity become the
      owner
      or pledgee of Notes with the same rights as it would have if it were not the
      Transferor or an affiliate thereof, except as otherwise provided in the
      definition of "Noteholder" set forth in Annex A hereto and as specified in
      Section 1.4. Notes so owned by or pledged to the Transferor or such controlling
      or commonly controlled Person shall have an equal and proportionate benefit
      under the provisions of this Agreement, without preference, priority, or
      distinction as among all of the Notes except as otherwise provided herein or
      by
      the definition of Noteholder.

     

     

    ARTICLE
      VIII

     

    THE
      SERVICER

     

    SECTION
      8.1.   Representations
      of Servicer.
      The
      Servicer makes the following representations [on which the Note Insurer shall
      be
      deemed to have relied in executing and delivering the Note Policy and] on which
      the Issuer is deemed to have relied in acquiring the Receivables and on which
      the Indenture Trustee is deemed to have relied on in accepting the pledge of
      the
      Receivables. The representations speak as of the execution and delivery of
      this
      Agreement and as of the Closing Date and shall survive the conveyance of the
      Receivables to the Issuer and the subsequent pledge thereof to the Indenture
      Trustee pursuant to the Indenture.

     

    (i)  Organization
      and Good Standing.
      The
      Servicer is duly organized and validly existing as a corporation in good
      standing under the laws of the State of Delaware, with the corporate power
      and
      authority to own its properties and to conduct its business as such properties
      shall be currently owned and such business is presently conducted, and had
      at
      all relevant times, and has, the corporate power, authority, and legal right
      to
      acquire, own, sell and service the Receivables and to hold the Receivable Files
      as custodian.

     

    (ii)  Due
      Qualification.
      The
      Servicer is duly qualified to do business as a foreign corporation in good
      standing, and has obtained all necessary licenses and approvals in all
      jurisdictions in which the ownership or lease of property or the conduct of
      its
      business (including the servicing of the Receivables as required by this
      Agreement and the performance of its other obligations under this Agreement
      and
      the other Basic Documents to which it is a party) shall require such
      qualifications.

     

    
      
         

      

      
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    (iii)  Power
      and Authority.
      The
      Servicer has the power and authority to execute and deliver this Agreement
      and
      the other Basic Documents to which it is a party and to carry out their
      respective terms; and the execution, delivery, and performance of this Agreement
      and the other Basic Documents to which it is a party have been duly authorized
      by the Servicer by all necessary corporate action.

     

    (iv)  Binding
      Obligation.
      This
      Agreement and the other Basic Documents to which it is a party constitute legal,
      valid and binding obligations of the Servicer enforceable in accordance with
      their respective terms except as enforceability may be limited by bankruptcy,
      insolvency, reorganization or other similar laws affecting the enforcement
      of
      creditors' rights generally and by equitable limitations on the availability
      of
      specific remedies, regardless of whether such enforceability is considered
      a
      proceeding in equity or at law.

     

    (v)  No
      Violation.
      The
      execution, delivery and performance by the Servicer of this Agreement and the
      other Basic Documents to which the Servicer is a party and the consummation
      of
      the transactions contemplated hereby and thereby and the fulfillment of the
      terms hereof and thereof do not conflict with, result in any breach of any
      of
      the terms and provisions of, or constitute (with or without notice or lapse
      of
      time) a default under, the certificate of incorporation or by-laws of the
      Servicer, or any material indenture, agreement, mortgage, deed of trust, or
      other instrument to which the Servicer is a party or by which it is bound or
      any
      of its properties are subject; or result in the creation or imposition of any
      material lien upon any of its properties pursuant to the terms of any indenture,
      agreement, mortgage, deed of trust, or other instrument (other than this
      Agreement); or violate any law, order, rule, or regulation applicable to the
      Servicer of any court or of any Federal or State regulatory body, administrative
      agency, or other governmental instrumentality having jurisdiction over the
      Servicer or its properties.

     

    (vi)  No
      Proceedings.
      There
      are no proceedings or investigations pending, or to the Servicer's best
      knowledge, threatened, before any court, regulatory body, administrative agency,
      or other governmental instrumentality having jurisdiction over the Servicer
      or
      its properties: (A) asserting the invalidity of this Agreement or the other
      Basic Documents to which the Servicer is a party, the Notes or the Certificate,
      (B) seeking to prevent the issuance of the Notes or the Certificate or the
      consummation of any of the transactions contemplated by this Agreement, the
      Notes, the Certificate, or the other Basic Documents to which the Servicer
      is a
      party, (C) seeking any determination or ruling that might materially and
      adversely affect the performance by the Servicer of its obligations under,
      or
      the validity or enforceability of, this Agreement, the Notes, the Certificate
      or
      the other Basic Documents to which the Servicer is a party, (D) relating to
      the
      Servicer and which might adversely affect the Federal or State income, excise,
      franchise or similar tax attributes of the Notes or the Certificate or (E)
      that
      could have a material adverse effect on the Receivables.

     

    (vii)  No
      Consents.
      No
      consent, approval, authorization or order of or declaration or filing with
      any
      governmental authority is required to be obtained by the Servicer for the
      issuance or sale of the Notes or the consummation of the other transactions
      contemplated by this Agreement and the other Basic Documents to which the
      Servicer is a party, except such as have been duly made or
      obtained.

     

    
      
         

      

      
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    (viii)  Taxes.
      The
      Servicer has filed on a timely basis all tax returns required to be filed by
      it
      and paid all taxes, to the extent that such taxes have become due.

     

    (ix)  Chief
      Executive Office.
      The
      Servicer hereby represents and warrants to the Trust Collateral Agent that
      the
      Servicer's principal place of business and chief executive office is, and for
      the four months preceding the date of this Agreement, has been, located at
      One
      Mack Centre Drive, Paramus, New Jersey 07652.

     

    SECTION
      8.2.   Indemnities
      of Servicer.

     

    (a)
        The
      Servicer shall be liable in accordance herewith only to the extent of the
      obligations specifically undertaken by the Servicer under this Agreement and
      the
      representations made by the Servicer herein.

     

    (i)  The
      Servicer shall defend, indemnify and hold harmless the Indenture Trustee, the
      Trust Collateral Agent, the Owner Trustee, [the Collateral Agent], the Back-up
      Servicer, the Custodian, the Issuer, the Certificateholder, [the Note Insurer,]
      the Noteholders and the Transferor, and their respective officers, directors,
      agents and employees from and against any and all costs, expenses, losses,
      damages, claims, and liabilities, arising out of or resulting from the use,
      ownership or operation by the Servicer or any affiliate thereof of a Financed
      Vehicle.

     

    (ii)  The
      Servicer shall indemnify, defend and hold harmless the Indenture Trustee, the
      Trust Collateral Agent, the Owner Trustee, [the Collateral Agent], the Back-up
      Servicer, the Custodian, the Issuer, [the Note Insurer] and the Transferor,
      and
      their respective officers, directors, agents and employees from and against
      any
      taxes (other than net income, gross receipts, franchise or other similar taxes)
      that may at any time be asserted against the Indenture Trustee, the Trust
      Collateral Agent, the Owner Trustee, [the Collateral Agent], the Back-up
      Servicer, the Custodian, the Issuer, [the Note Insurer] or the Transferor,
      with
      respect to the transactions contemplated herein, including, without limitation,
      any sales, general corporation, tangible personal property, privilege, or
      license taxes and costs and expenses in defending against the same.

     

    (iii)  The
      Servicer shall indemnify, defend and hold harmless the Indenture Trustee, the
      Trust Collateral Agent, the Owner Trustee, [the Collateral Agent], the
      Custodian, the Back-up Servicer, the Transferor, [the Note Insurer,] the Issuer,
      the Certificateholder and the Noteholders, and their respective officers,
      directors, agents and employees from and against any and all costs, expenses,
      losses, claims, damages and liabilities to the extent that such cost, expense,
      loss, claim, damage or liability arose out of, or was imposed upon the Indenture
      Trustee, the Trust Collateral Agent, the Owner Trustee, [the Collateral Agent],
      the Back-up Servicer, the Custodian, the Issuer, the Transferor, [the Note
      Insurer,] the Issuer or the Noteholders, and their respective officers,
      directors, agents and employees through the negligence, willful misfeasance
      or
      bad faith of the Servicer in the performance of its duties under this Agreement
      or any other Basic Document to which it is a party or by reason of reckless
      disregard of its obligations and duties under this Agreement or any other Basic
      Document to which it is a party.

     

    
      
         

      

      
        39

        
          

        

      

      
         

      

    

    (iv)  The
      Servicer shall indemnify, defend and hold harmless the Indenture Trustee, the
      Trust Collateral Agent, the Owner Trustee, [the Collateral Agent], the Back-up
      Servicer, the Transferor, the Issuer, the Custodian, [the Note Insurer] and
      their respective officers, directors, agents and employees from and against
      all
      costs, expenses, losses, claims, damages and liabilities arising out of or
      incurred in connection with the acceptance or performance of the trusts and
      duties contained herein or in any other Basic Document to which it is a party,
      if any, except to the extent that such cost, expense, loss, claim, damage or
      liability: (a) shall be due to the willful misfeasance, bad faith, or negligence
      of the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, [the
      Collateral Agent], the Back-up Servicer, the Transferor, the Issuer, the
      Custodian or [the Note Insurer,] as applicable; (b) relates to any tax other
      than the taxes with respect to which the Servicer shall be required to indemnify
      the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, [the
      Collateral Agent], the Back-up Servicer, the Transferor, the Issuer, the
      Custodian [or the Note Insurer]; or (c) shall arise from the Trust Collateral
      Agent's breach of any of its representations or warranties set forth in Section
      10.12.

     

    (v)  The
      Servicer shall indemnify the Owner Trustee and [NAME OF OWNER TRUSTEE IN ITS
      INDIVIDUAL CAPACITY] (as defined in the Trust Agreement) and its officers,
      directors, successors, assigns, agents and servants (collectively, the
      "Indemnified Parties") from and against, any and all liabilities, obligations,
      losses, damages, taxes, claims, actions and suits, and any and all reasonable
      costs, expenses and disbursements (including reasonable legal fees and expenses)
      of any kind and nature whatsoever (collectively, "Expenses") which may at any
      time be imposed on, incurred by, or asserted against the Owner Trustee, [NAME
      OF
      OWNER TRUSTEE IN ITS INDIVIDUAL CAPACITY] or any Indemnified Party in any way
      relating to or arising out of this Agreement, the Basic Documents, the Owner
      Trust Estate (as defined in the Trust Agreement), the administration of the
      Owner Trust Estate or the action or inaction of the Owner Trustee under the
      Trust Agreement, except only that the Servicer shall not be liable for or
      required to indemnify the Owner Trustee from and against Expenses arising or
      resulting from any of the matters described in the third sentence of Section
      6.1
      of the Trust Agreement. The indemnities contained in this Section shall survive
      the resignation or termination of the Owner Trustee or the termination of the
      Trust Agreement. In any event of any claim, action or proceeding for which
      indemnity will be sought pursuant to this Section, the Owner Trustee's choice
      of
      legal counsel shall be subject to the approval of the Transferor which approval
      shall not be unreasonably withheld.

     

    (vi)  Notwithstanding
      the foregoing, the Servicer shall not be obligated to defend, indemnify, and
      hold harmless any Noteholder for any losses, claims, damages or liabilities
      incurred by any Noteholders arising out of claims, complaints, actions and
      allegations relating to Section 406 of ERISA or Section 4975 of the Code as
      a
      result of the purchase or holding of a Note by such Noteholder with the assets
      of a plan subject to such provisions of ERISA or the Code or the servicing,
      management and operation of the Issuer.

     

    
      
         

      

      
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    (b)
        For
      purposes of this Section, in the event of the termination of the rights and
      obligations of a Servicer (or any successor thereto pursuant to Section 8.3)
      as
      Servicer pursuant to Section 9.1, or a resignation by such Servicer pursuant
      to
      this Agreement, such Servicer shall be deemed to be the Servicer pending
      appointment of a successor Servicer pursuant to Section 9.2. The provisions
      of
      this Section 8.2(b) shall in no way affect the survival pursuant to Section
      8.2(c) of the indemnification by the outgoing Servicer provided by Section
      8.2(a).

     

    (c)
        Indemnification
      under this Section 8.2 shall survive the termination of this Agreement and
      any
      resignation or removal of LBAC as Servicer and shall include reasonable fees
      and
      expenses of counsel and expenses of litigation. If the Servicer shall have
      made
      any indemnity payments pursuant to this Section 8.2 and the recipient thereafter
      collects any of such amounts from others, the recipient shall promptly repay
      such amounts to the Servicer, without interest.

     

    (d)
        In
      no
      event shall the Servicer be liable under this Agreement to any Person for the
      acts or omissions of any successor Servicer, nor shall any successor Servicer
      be
      liable under this Agreement to any Person for any acts or omissions of a
      predecessor Servicer.

     

    SECTION
      8.3.   Merger
      or Consolidation of, or Assumption of the Obligations of, Servicer or Back-up
      Servicer.

     

    (a)
        The
      Servicer shall not merge or consolidate with any other Person, convey, transfer
      or lease substantially all its assets as an entirety to another Person, or
      permit any other Person to become the successor to the Servicer's business
      unless, after the merger, consolidation, conveyance, transfer, lease or
      succession, the successor or surviving entity shall be an Eligible Servicer
      and
      shall be capable of fulfilling the duties of the Servicer contained in this
      Agreement and the other Basic Documents to which the Servicer is a party. Any
      Person (a) into which the Servicer may be merged or consolidated, (b) which
      may
      result from any merger or consolidation to which the Servicer shall be a party,
      (c) which may succeed to the properties and assets of the Servicer substantially
      as a whole or (d) or succeeding to the business of the Servicer shall execute
      an
      agreement of assumption to perform every obligation of the Servicer hereunder,
      and whether or not such assumption agreement is executed, shall be the successor
      to the Servicer under this Agreement without further act on the part of any
      of
      the parties to this Agreement; provided,
      however,
      that
      nothing contained herein shall be deemed to release the Servicer from any
      obligation hereunder; provided,
      further, however,
      that (i)
      immediately after giving effect to such transaction, no representation or
      warranty made pursuant to Section 8.1 hereof or made by the Servicer in the
      Purchase Agreement shall have been breached (for purposes hereof, such
      representations and warranties shall speak as of the date of the consummation
      of
      such transaction), no Servicer Termination Event [or Insurance Agreement Event
      of Default], and no event which, after notice or lapse of time, or both, would
      become a Servicer Termination Event [or Insurance Agreement Event of Default]
      shall have occurred and be continuing, (ii) the Servicer shall have delivered
      to
      the Indenture Trustee, the Trust Collateral Agent [and the Note Insurer] an
      Officer's Certificate and an Opinion of Counsel in form and substance
      satisfactory to the Indenture Trustee, the Trust Collateral Agent [and the
      Note
      Insurer] each stating that such consolidation, merger or succession and such
      agreement of assumption comply with this Section 8.3 and that all conditions
      precedent provided for in this Agreement relating to such transaction have
      been
      complied with, (iii) the Servicer shall have delivered to the Indenture Trustee,
      the Trust Collateral Agent [and the Note Insurer] an Opinion of Counsel either
      (A) stating that, in the opinion of such counsel, all financing statements
      and
      continuation statements and amendments thereto have been executed and filed
      that
      are necessary fully to preserve and protect the interest of the Issuer in the
      Receivables and reciting the details of such filings or (B) stating that, in
      the
      opinion of such counsel, no such action shall be necessary to preserve and
      protect such interest and (iv) nothing herein shall be deemed to release the
      Servicer from any obligation. The Servicer shall provide notice of any merger,
      consolidation or succession pursuant to this Section 8.3(a) to the Indenture
      Trustee, the Trust Collateral Agent, the Issuer, the Back-up Servicer, [the
      Collateral Agent], [the Note Insurer,] the Noteholders and each Rating Agency.
      Notwithstanding anything herein to the contrary, the execution of the foregoing
      agreement of assumption and compliance with clauses (i), (ii) or (iii) above
      shall be conditions to the consummation of the transactions referred to in
      clause (a), (b) or (c) above.

     

    
      
         

      

      
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    (b)
        Any
      Person (a) into which the Back-up Servicer may be merged or consolidated, (b)
      which may result from any merger or consolidation to which the Back-up Servicer
      shall be a party, (c) which may succeed to the properties and assets of the
      Back-up Servicer substantially as a whole or (d) succeeding to the business
      of
      the Back-up Servicer, shall execute an agreement of assumption to perform every
      obligation of the Back-up Servicer hereunder, and whether or not such assumption
      agreement is executed, shall be the successor to the Back-up Servicer under
      this
      Agreement without further act on the part of any of the parties to this
      Agreement; provided,
      however,
      that
      nothing herein shall be deemed to release the Back-up Servicer from any
      obligation.

     

    SECTION
      8.4.   Limitation
      on Liability of Servicer and Others.

     

    (a)
        Neither
      the Servicer nor any of the directors or officers or employees or agents of
      the
      Servicer shall be under any liability to the Indenture Trustee, the Trust
      Collateral Agent, the Owner Trustee, [the Collateral Agent], the Back-up
      Servicer, the Custodian, the Issuer, [the Note Insurer,] the Transferor or
      the
      Noteholders, except as provided under this Agreement, for any action taken
      or
      for refraining from the taking of any action pursuant to this Agreement;
provided,
      however,
      that
      this provision shall not protect the Servicer or any such person against any
      liability that would otherwise be imposed by reason of a breach of this
      Agreement or willful misfeasance, bad faith, or negligence in the performance
      of
      duties or by reason of reckless disregard of obligations and duties under this
      Agreement. The Servicer and any director or officer or employee or agent of
      the
      Servicer may rely in good faith on any document of any kind prima facie properly
      executed and submitted by any Person respecting any matters arising under this
      Agreement.

     

    (b)
        Except
      as
      provided in this Agreement, the Servicer shall not be under any obligation
      to
      appear in, prosecute or defend any legal action that shall not be incidental
      to
      its duties to service the Receivables in accordance with this Agreement, and
      that in its opinion may involve it in any expense or liability.

     

    
      
         

      

      
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    SECTION
      8.5.   Servicer
      and Back-up Servicer Not to Resign.
      Subject
      to the provisions of Section 8.3, neither the Servicer nor the Back-up Servicer
      may resign from the obligations and duties hereby imposed on it as Servicer
      or
      Back-up Servicer, as the case may be, under this Agreement except upon
      determination that by reason of a change in legal requirements the performance
      of its duties under this Agreement would cause it to be in violation of such
      legal requirements in a manner which would result in a material adverse effect
      on the Servicer or Back-up Servicer, as the case may be, and [the Note Insurer]
      does not elect to waive the obligations of the Servicer or Back-up Servicer,
      as
      the case may be, to perform the duties which render it legally unable to act
      or
      does not elect to delegate those duties to another Person. Notice of any such
      determination permitting the resignation of the Servicer or Back-up Servicer,
      as
      the case may be, shall be communicated to the Transferor, the Indenture Trustee,
      the Trust Collateral Agent, the Issuer, [the Note Insurer,] and each Rating
      Agency at the earliest practicable time (and, if such communication is not
      in
      writing, shall be confirmed in writing at the earliest practicable time) and
      any
      such determination by the Servicer or Back-up Servicer, as the case may be,
      shall be evidenced by an Opinion of Counsel to such effect delivered to and
      satisfactory to the Transferor, the Indenture Trustee, the Trust Collateral
      Agent, the Issuer [and the Note Insurer] concurrently with or promptly after
      such notice. No such resignation of the Servicer shall become effective until
      a
      successor servicer shall have assumed the responsibilities and obligations
      of
      LBAC in accordance with Section 9.2 and the Servicing Assumption Agreement,
      if
      applicable. No such resignation of the Back-up Servicer shall become effective
      until an entity [acceptable to the Note Insurer] shall have assumed the
      responsibilities and obligations of the Back-up Servicer; provided,
      however,
      that if
      no such entity shall have assumed such responsibilities and obligations of
      the
      Back-up Servicer within 120 days of the resignation of the Back-up Servicer,
      the
      Back-up Servicer may petition a court of competent jurisdiction for the
      appointment of a successor to the Back-up Servicer.

     

     

    ARTICLE
      IX

     

    SERVICER
      TERMINATION EVENTS

     

    SECTION
      9.1.   Servicer
      Termination Events.
      If any
      one of the following events ("Servicer Termination Events") shall occur and
      be
      continuing:

     

    (i)  Any
      failure by the Servicer or, for so long as LBAC is the Servicer, the Transferor,
      to deliver to the Trust Collateral Agent for payment to Noteholders or deposit
      in the Spread Account any proceeds or payment required to be so delivered under
      the terms of the Notes, the Purchase Agreement or this Agreement (including
      deposits of Purchase Amounts) that shall continue unremedied for a period of
      two
      Business Days after written notice is received by the Servicer from the Trust
      Collateral Agent [or the Note Insurer] or after discovery of such failure by
      the
      Servicer (but in no event later than the five Business Days after the Servicer
      is required to make such delivery or deposit); or

     

    (ii)  The
      Servicer's Certificate required by Section 4.9 shall not have been delivered
      to
      the Trust Collateral Agent [and the Note Insurer] within one Business Day of
      the
      date such Servicer's Certificate is required to be delivered; or the statement
      required by Section 4.10 or the report required by Section 4.11 shall not have
      been delivered within five (5) days after the date such statement or report,
      as
      the case may be, is required to be delivered; or

     

    
      
         

      

      
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    (iii)  Failure
      on the part of the Servicer to observe its covenants and agreements set forth
      in
      Section 8.3 or, for so long as LBAC is the Servicer, failure on the part of
      the
      Transferor to observe its covenants and agreements set forth in Section 7.3;
      or

     

    (iv)  Failure
      on the part of LBAC, the Servicer or, for so long as LBAC is the Servicer,
      the
      Transferor, as the case may be, duly to observe or to perform in any material
      respect any other covenants or agreements of LBAC, the Servicer or the
      Transferor (as the case may be) set forth in the Notes, the Purchase Agreement
      or in this Agreement, which failure shall continue 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 (1) to LBAC, the Servicer or the
      Transferor (as the case may be), by [the Note Insurer or] the Trust Collateral
      Agent, or (2) to LBAC, the Servicer or the Transferor (as the case may be),
      and
      to the Trust Collateral Agent [and the Note Insurer] by the Noteholders
      evidencing not less than 25% of the Note Balance; or

     

    (v)  The
      entry
      of a decree or order for relief by a court or regulatory authority having
      jurisdiction in respect of LBAC or the Servicer (or, so long as LBAC is the
      Servicer, the Transferor, or any of the Servicer's other Affiliates, if the
      Servicer's ability to service the Receivables is adversely affected thereby)
      in
      an involuntary case under the federal bankruptcy laws, as now or hereafter
      in
      effect, or another present or future, federal or state, bankruptcy, insolvency
      or similar law, or appointing a receiver, liquidator, assignee, trustee,
      custodian, sequestrator or other similar official of LBAC, the Servicer (or
      the
      Transferor or any other Affiliate of LBAC, if applicable) or of any substantial
      part of their respective properties or ordering the winding up or liquidation
      of
      the affairs of LBAC or the Servicer (or the Transferor or any other Affiliate
      of
      LBAC, if applicable) or the commencement of an involuntary case under the
      federal or state bankruptcy, insolvency or similar laws, as now or hereafter
      in
      effect, or another present or future, federal or state bankruptcy, insolvency
      or
      similar law with respect to LBAC or the Servicer (or the Transferor or any
      other
      Affiliate of LBAC, if applicable) and such case is not dismissed within 60
      days;
      or

     

    (vi)  The
      commencement by LBAC or the Servicer (or, so long as LBAC is the Servicer,
      the
      Transferor or any of the Servicer's other Affiliates, if the Servicer's ability
      to service the Receivables is adversely affected thereby) of a voluntary case
      under the federal bankruptcy laws, as now or hereafter in effect, or any other
      present or future, federal or state, bankruptcy, insolvency or similar law,
      or
      the consent by LBAC or the Servicer (or the Transferor or any other Affiliate
      of
      LBAC, if applicable) to the appointment of or taking possession by a receiver,
      liquidator, assignee, trustee, custodian, sequestrator or other similar official
      of LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC,
      if
      applicable) or of any substantial part of its property or the making by LBAC
      or
      the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable)
      of an assignment for the benefit of creditors or the failure by LBAC or the
      Servicer (or the Transferor or any other Affiliate of LBAC, if applicable)
      generally to pay its debts as such debts become due or the taking of corporate
      action by LBAC or the Servicer (or the Transferor or any other Affiliate of
      LBAC, if applicable) in furtherance of any of the foregoing; or

     

    
      
         

      

      
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    (vii)  Any
      representation, warranty or statement of LBAC or the Servicer or, for so long
      as
      LBAC is the Servicer, the Transferor, made in this Agreement and, with respect
      to LBAC and the Transferor, the Purchase Agreement or in each case any
      certificate, report or other writing delivered pursuant hereto shall prove
      to be
      incorrect as of the time when the same shall have been made (excluding, however,
      any representation or warranty set forth in Section 3.2(b) of the Purchase
      Agreement), and the incorrectness of such representation, warranty or statement
      has a material adverse effect on the Issuer and, within 30 days after written
      notice thereof shall have been given (1) to LBAC, the Servicer or the Transferor
      (as the case may be) by the Trust Collateral Agent [or the Note Insurer] or
      (2)
      to LBAC, the Servicer or the Transferor (as the case may be), and to the Trust
      Collateral Agent [and the Note Insurer] by the Noteholders evidencing not less
      than 25% of the Note Balance, the circumstances or condition in respect of
      which
      such representation, warranty or statement was incorrect shall not have been
      eliminated or otherwise cured; or

     

    (viii)  [The
      occurrence of an Insurance Agreement Event of Default; or]

     

    (ix)  [A
      claim
      is made under the Note Policy; or]

     

    (x)  [So
      long
      as a Note Insurer Default shall not have occurred and be continuing, the Note
      Insurer shall not have delivered a Servicer Extension Notice pursuant to Section
      4.13;]

     

    then,
      and
      in each and every case, so long as a Servicer Termination Event shall not have
      been remedied; provided,
      [(i) no
      Note Insurer Default shall have occurred and be continuing, the Note Insurer
      in
      its sole and absolute discretion, or (ii) if a Note Insurer Default shall have
      occurred and be continuing, then] either the Trust Collateral Agent or the
      Trust
      Collateral Agent acting at the direction of the Majorityholders, by notice
      then
      given in writing to the Servicer (and to the Trust Collateral Agent if given
      by
      [the Note Insurer or] by the Noteholders) [or by the Note Insurer's failure
      to
      deliver a Servicer Extension Notice pursuant to Section 4.13,] may terminate
      all
      of the rights and obligations of the Servicer under this Agreement. The Servicer
      shall be entitled to its pro rata share of the Servicing Fee for the number
      of
      days in the Collection Period prior to the effective date of its termination.
      On
      or after the receipt by the Servicer of such written notice, all authority
      and
      power of the Servicer under this Agreement, whether with respect to the Notes
      or
      the Receivables or otherwise, shall without further action, pass to and be
      vested in (i) the Back-up Servicer or (ii) such successor Servicer as may be
      appointed under Section 9.2; provided,
      however,
      that the
      successor Servicer shall have no liability with respect to any obligation which
      was required to be performed by the predecessor Servicer prior to the date
      the
      successor Servicer becomes the Servicer or any claim of a third party (including
      a Noteholder) based on any alleged action or inaction of the predecessor
      Servicer as Servicer; and, without limitation, the Trust Collateral Agent is
      hereby authorized and empowered to execute and deliver, on behalf of the
      predecessor Servicer, as attorney-in-fact or otherwise, any and all documents
      and other instruments, and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement of the Receivables and related
      documents, or otherwise. The predecessor Servicer shall cooperate with the
      successor Servicer and the Trust Collateral Agent in effecting the termination
      of the responsibilities and rights of the predecessor Servicer under this
      Agreement, including the transfer to the successor Servicer for administration
      by it of all cash amounts that shall at the time be held or should have been
      held by the predecessor Servicer for deposit, or shall thereafter be received
      with respect to a Receivable and the delivery to the successor Servicer of
      all
      files and records concerning the Receivables and a computer tape in readable
      form containing all information necessary to enable the successor Servicer
      to
      service the Receivables and the other property of the Issuer. All reasonable
      costs and expenses (including attorneys' fees) incurred in connection with
      transferring the Receivable Files to the successor Servicer and amending this
      Agreement to reflect such succession as Servicer pursuant to this Section 9.1
      shall be paid by the predecessor Servicer upon presentation of reasonable
      documentation of such costs and expenses. In addition, any successor Servicer
      shall be entitled to payment from the immediate predecessor Servicer for
      reasonable transition expenses incurred in connection with acting as successor
      Servicer, and in connection with system conversion costs, an aggregate amount
      not to exceed for such conversion costs of $__________, and to the extent not
      so
      paid, such payment shall be made pursuant to Section 5.6(c)(v) hereof. Upon
      receipt of notice of the occurrence of a Servicer Termination Event, the Trust
      Collateral Agent shall give notice thereof to the Rating Agencies, the Issuer
      and the Transferor. The predecessor Servicer shall grant the Transferor, the
      Trust Collateral Agent, the Back-up Servicer [and the Note Insurer] reasonable
      access to the predecessor Servicer's premises, computer files, personnel,
      records and equipment at the predecessor Servicer's expense. [If requested
      by
      the Note Insurer,] the Back-up Servicer or successor Servicer shall terminate
      any arrangements relating to (i) the Lock-Box Account with the Lock-Box Bank,
      (ii) the Lock-Box or (iii) the Lock-Box Agreement, and direct the Obligors
      to
      make all payments under the Receivables directly to the Servicer at the
      predecessor Servicer's expense (in which event the successor Servicer shall
      process such payments directly, or, through a Lock-Box Account with a Lock-Box
      Bank at the direction of [the Note Insurer]). The Trust Collateral Agent shall
      send copies of all notices given pursuant to this Section 9.1 [to the Note
      Insurer so long as no Note Insurer Default shall have occurred and be
      continuing, and] to the Noteholders [if a Note Insurer Default shall have
      occurred and be continuing.]

     

    
      
         

      

      
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    SECTION
      9.2.   Appointment
      of Successor.

     

    (a)
        Upon
      the
      Servicer's receipt of notice of termination pursuant to Section 9.1 or the
      Servicer's resignation in accordance with the terms of this Agreement, the
      predecessor Servicer shall continue to perform its functions as Servicer under
      this Agreement, in the case of termination, only until the date specified in
      such termination notice or, if no such date is specified in a notice of
      termination, until receipt of such notice, and, in the case of resignation,
      until the later of (x) the date 45 days from the delivery to the Trust
      Collateral Agent of written notice of such resignation (or written confirmation
      of such notice) in accordance with the terms of this Agreement and (y) the
      date
      upon which the predecessor Servicer shall become unable to act as Servicer,
      as
      specified in the notice of resignation and accompanying Opinion of Counsel.
      In
      the event of termination of the Servicer, the Back-up Servicer, shall assume
      the
      obligations of Servicer hereunder on the date specified in such written notice
      (the "Assumption Date") pursuant to the Servicing Assumption Agreement [or,
      in
      the event that the Note Insurer shall have determined that a Person other than
      the Back-up Servicer shall be the successor Servicer in accordance with Section
      9.2(c), on the date of the execution of a written assumption agreement by such
      Person to serve as successor Servicer]. In the event of assumption of the duties
      of Servicer by the Back-up Servicer, the Back-up Servicer shall be entitled
      to
      be paid by the Servicer for the system conversion costs, an amount not to exceed
      $__________. In the event that such amount shall not have been timely paid
      by
      the Servicer, such amount shall be paid under Section 5.6(c)(v) hereof;
provided,
      however,
      the
      payment of such amount pursuant to Section 5.6(c)(v) shall not relieve the
      Servicer of any obligation or liability to pay such amount. Notwithstanding
      the
      Back-up Servicer's assumption of, and its agreement to perform and observe,
      all
      duties, responsibilities and obligations of LBAC as Servicer under this
      Agreement arising on and after the Assumption Date, the Back-up Servicer shall
      not be deemed to have assumed or to become liable for, or otherwise have any
      liability for, any duties, responsibilities, obligations or liabilities of
      LBAC,
      the Transferor or any predecessor Servicer arising on or before the Assumption
      Date, whether provided for by the terms of this Agreement, arising by operation
      of law or otherwise, including, without limitation, any liability for, any
      duties, responsibilities, obligations or liabilities of LBAC, the Transferor
      or
      any predecessor Servicer arising on or before the Assumption Date under Sections
      4.7 or 8.2 of this Agreement, regardless of when the liability, duty,
      responsibility or obligation of LBAC, the Transferor or any predecessor Servicer
      therefor arose, whether provided by the terms of this Agreement, arising by
      operation of law or otherwise. In addition, if the Back-up Servicer shall be
      legally unable to act as Servicer or shall have delivered a notice of
      resignation pursuant to Section 8.5 hereof [and a Note Insurer Default shall
      have occurred and be continuing], the Back-up Servicer, the Trust Collateral
      Agent or the Noteholders evidencing not less than 66-2/3% of the Note Balance
      may petition a court of competent jurisdiction to appoint any successor to
      the
      Servicer. Pending appointment pursuant to the preceding sentence, the Back-up
      Servicer shall act as successor Servicer unless it is legally unable to do
      so,
      in which event the predecessor Servicer shall continue to act as Servicer until
      a successor has been appointed and accepted such appointment. In the event
      that
      a successor Servicer has not been appointed at the time when the predecessor
      Servicer has ceased to act as Servicer in accordance with this Section 9.2,
      [then the Note Insurer, in accordance with Section 9.2(c) shall appoint, or
      petition a court of competent jurisdiction to appoint a successor to the
      Servicer under this Agreement].

     

    
      
         

      

      
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    (b)
        Upon
      appointment, the successor Servicer shall be the successor in all respects
      to
      the predecessor Servicer and shall be subject to all the responsibilities,
      duties, and liabilities arising thereafter relating thereto placed on the
      predecessor Servicer, and shall be entitled to the Servicing Fee and all of
      the
      rights granted to the predecessor Servicer, by the terms and provisions of
      this
      Agreement.

     

    (c)
        [So
      long
      as no Note Insurer Default has occurred and is continuing, the Note Insurer
      may
      exercise at any time its right to appoint as Back-up Servicer or as successor
      Servicer a Person other than the Person serving as Back-up Servicer at the
      time,
      and shall have no liability to the Trust Collateral Agent, the Issuer, LBAC,
      the
      Transferor, the Person then serving as Back-up Servicer, any Noteholder or
      any
      other person if it does so. Subject to Section 8.5, no provision of this
      Agreement shall be construed as relieving the Back-up Servicer of its obligation
      to succeed as successor Servicer upon the termination of the Servicer pursuant
      to Section 9.1 or resignation of the Servicer pursuant to Section 8.5. If upon
      any such resignation or termination, the Note Insurer appoints a successor
      Servicer other than the Back-up Servicer, the Back-up Servicer shall not be
      relieved of its duties as Back-up Servicer hereunder.]

     

    
      
         

      

      
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    SECTION
      9.3.   Notification
      to Noteholders.
      Upon
      any termination of, or appointment of a successor to, the Servicer pursuant
      to
      this Article IX, the Trust Collateral Agent shall give prompt written notice
      thereof to Noteholders at their respective addresses appearing in the Note
      Register and to each of the Rating Agencies.

     

    SECTION
      9.4.   Action
      Upon Certain Failures of the Servicer.
      In the
      event that a Responsible Officer of the Trust Collateral Agent shall have
      knowledge of any failure of the Servicer specified in Section 9.1 which would
      give rise to a right of termination under such Section upon the Servicer's
      failure to remedy the same after notice, the Trust Collateral Agent shall give
      notice thereof to the Transferor, the Servicer [and the Note Insurer]. For
      all
      purposes of this Agreement, the Trust Collateral Agent shall not be deemed
      to
      have knowledge of any failure of the Servicer as specified in Section 9.1 unless
      notified thereof in writing by the Transferor, the Servicer, [the Note Insurer]
      or by a Noteholder. The Trust Collateral Agent shall be under no duty or
      obligation to investigate or inquire as to any potential failure of the Servicer
      specified in Section 9.1.

     

     

    ARTICLE
      X

     

    THE
      TRUST
      COLLATERAL AGENT AND THE CUSTODIAN

     

    SECTION
      10.1.   Duties
      of the Trust Collateral Agent and the Custodian.

     

    (a)
        The
      Trust
      Collateral Agent and the Custodian, both prior to the occurrence of an Event
      of
      Default and after an Event of Default shall have been cured or waived, shall
      undertake to perform such duties and only such duties as are specifically set
      forth in this Agreement. If an Event of Default shall have occurred and shall
      not have been cured or waived, the Trust Collateral Agent and the Custodian
      may,
      and at the direction of [the Note Insurer (or, if a Note Insurer Default shall
      have occurred and is continuing,] the Majorityholders), shall exercise such
      of
      the rights and powers vested in it by this Agreement and shall use the same
      degree of care and skill in their exercise, as a prudent person would exercise
      or use under the circumstances in the conduct of its own affairs.

     

    (b)
        The
      Trust
      Collateral Agent and the Custodian, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to the Trust Collateral Agent and the Custodian that
      shall
      be specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they conform to the
      requirements of this Agreement; provided,
      however,
      that,
      neither the Trust Collateral Agent nor the Custodian shall be responsible for
      the accuracy or content of any such resolution, certificate, statement, opinion,
      report, document, order or other instrument. If any such instrument is found
      not
      to conform in any material respect to the requirements of this Agreement, the
      Trust Collateral Agent or the Custodian, as applicable, shall notify [the Note
      Insurer and] the Noteholders of such instrument in the event that the Trust
      Collateral Agent or the Custodian, after so requesting, does not receive a
      satisfactorily corrected instrument.

     

    (c)
        The
      Trust
      Collateral Agent shall take and maintain custody of the Schedule of Receivables
      included as Schedule A to this Agreement and shall retain copies of all
      Servicer's Certificates prepared hereunder.

     

    
      
         

      

      
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    (d)
        No
      provision of this Agreement shall be construed to relieve the Trust Collateral
      Agent or the Custodian from liability for its own negligent action, its own
      negligent failure to act, or its own bad faith; provided,
      however,
      that:

     

    (i)  Prior
      to
      the occurrence of an Event of Default and after the curing or waiving of all
      such Events of Default that may have occurred, the duties and obligations of
      the
      Trust Collateral Agent and the Custodian shall be determined solely by the
      express provisions of this Agreement, neither the Trust Collateral Agent nor
      the
      Custodian shall be liable except for the performance of such duties and
      obligations as shall be specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trust
      Collateral Agent or the Custodian and, in the absence of bad faith on the part
      of the Trust Collateral Agent or the Custodian, the Trust Collateral Agent
      and
      the Custodian, as applicable, may conclusively rely on the truth of the
      statements and the correctness of the opinions expressed in any certificates
      or
      opinions furnished to the Trust Collateral Agent or the Custodian and conforming
      to the requirements of this Agreement;

     

    (ii)  Neither
      the Trust Collateral Agent nor the Custodian shall be liable for an error of
      judgment made in good faith by a Responsible Officer or officer of the
      Custodian, respectively, unless it shall be proved that the Trust Collateral
      Agent or the Custodian, respectively shall have been negligent in ascertaining
      the pertinent facts;

     

    (iii)  Neither
      the Trust Collateral Agent nor the Custodian shall be liable with respect to
      any
      action taken, suffered, or omitted to be taken in good faith in accordance
      with
      this Agreement or at the direction of [the Note Insurer or, after a Note Insurer
      Default,] the Noteholders evidencing not less than 25% of the Note Balance,
      relating to the time, method, and place of conducting any proceeding for any
      remedy available to the Trust Collateral Agent or the Custodian, or exercising
      any trust or power conferred upon the Trust Collateral Agent or the Custodian,
      as applicable, under this Agreement;

     

    (iv)  Neither
      the Trust Collateral Agent nor the Custodian shall be charged with knowledge
      of
      any Servicer Termination Event or Event of Default, unless a Responsible Officer
      assigned to the Trust Collateral Agent's Corporate Trust Office or an officer
      of
      the Custodian receives written notice of such Servicer Termination Event or
      Event of Default from the Servicer, the Transferor, [the Note Insurer or, after
      a Note Insurer Default,] the Noteholders evidencing not less than 25% of the
      Note Balance (such notice shall constitute actual knowledge of a Servicer
      Termination Event or Event of Default by the Trust Collateral Agent);
      and

     

    (v)  Neither
      the Trust Collateral Agent nor the Custodian shall be liable for any action
      taken, suffered or omitted by it in good faith and reasonably believed by it
      to
      be authorized or within the discretion or rights or powers conferred upon it
      by
      this Agreement.

     

    (e)
        The
      Trust
      Collateral Agent and the Custodian may, but shall not be required to, expend
      or
      risk its own funds or otherwise incur financial liability in the performance
      of
      any of its duties hereunder, or in the exercise of any of its rights or powers,
      unless it shall have been provided with indemnity against such risk or liability
      in form and substance satisfactory to the Trust Collateral Agent or Custodian,
      as applicable, and none of the provisions contained in this Agreement shall
      in
      any event require the Trust Collateral Agent or Custodian to perform, or be
      responsible for the manner of performance of, any of the obligations of the
      Servicer under this Agreement except during such time, if any, as the Trust
      Collateral Agent, in its capacity as Back-up Servicer, shall be the successor
      to, and be vested with the rights, duties, powers, and privileges of, the
      Servicer in accordance with the terms of this Agreement.

     

    
      
         

      

      
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    (f)
        Except
      for actions expressly authorized by this Agreement, neither the Trust Collateral
      Agent nor the Custodian shall take action reasonably likely to impair the
      security interests created or existing under any Receivable or Financed Vehicle
      or to impair the value of any Receivable or Financed Vehicle.

     

    (g)
        All
      information obtained by the Trust Collateral Agent or the Custodian regarding
      the Obligors and the Receivables, whether upon the exercise of its rights under
      this Agreement or otherwise, shall be maintained by the Trust Collateral Agent
      or Custodian, as applicable, in confidence and shall not be disclosed to any
      other Person; provided
      that,
      nothing herein shall prevent the Trust Collateral Agent or Custodian from
      delivering copies of such information whether or not constituting confidential
      information, and disclosing other information, whether or not confidential
      information to (i) its directors, officers, employees, agents and professional
      consultants to the extent necessary to carry on the Trust Collateral Agent's
      or
      Custodian's business in the ordinary course, (ii) any Noteholder [or the Note
      Insurer] to the extent that such Noteholder [or the Note Insurer] is entitled
      to
      such information under this Agreement, but not otherwise, (iii) any governmental
      authority which specifically requests (or as to which applicable regulations
      require) such information, (iv) any nationally recognized rating agency in
      connection with the rating of the Notes by such agency, or (v) any other Person
      to which such delivery or disclosure may be necessary or appropriate, (a) in
      compliance with any applicable law, rule, regulation or order, (b) in response
      to any subpoena or other legal process, (c) in connection with any litigation
      to
      which the Trust Collateral Agent or Custodian is a party or (d) in order to
      protect or enforce the rights of the Noteholders [and the Note Insurer] under
      the Issuer established hereunder.

     

    (h)
        Money
      held in trust by the Trust Collateral Agent or the Custodian need not be
      segregated from other funds except to the extent required by law or the terms
      of
      this Agreement or the Indenture.

     

    (i)
        Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trust Collateral Agent or the Custodian shall
      be subject to the provisions of this Section 10.1.

     

    (j)
        The
      Trust
      Collateral Agent and the Custodian each shall, and each hereby agrees that
      it
      will, perform all of the obligations and duties required of it under the Sale
      and Servicing Agreement.

     

    (k)
        [The
      Trust Collateral Agent shall, and hereby agrees that it will, hold the Note
      Policy in trust, and will hold any proceeds of any claim on the Note Policy
      in
      trust, solely for the use and benefit of the Noteholders.]

     

    
      
         

      

      
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    (l)
        Without
      limiting the generality of this Section 10.1, the Trust Collateral Agent and
      the
      Custodian each shall have no duty (i) to see to any recording, filing or
      depositing of this Agreement or any agreement referred to herein or any
      financing statement evidencing a security interest in the Financed Vehicles,
      or
      to see to the maintenance of any such recording or filing or depositing or
      to
      any recording, refiling or redepositing of any thereof, (ii) to see to any
      insurance of the Financed Vehicles or Obligors or to effect or maintain any
      such
      insurance, (iii) to see to the payment or discharge of any tax, assessment
      or
      other governmental charge or any Lien or encumbrance of any kind owing with
      respect to, assessed or levied against any part of the Pledged Property, (iv)
      to
      confirm or verify the contents of any reports or certificates delivered to
      the
      Trust Collateral Agent or the Servicer pursuant to this Agreement or the Trust
      Agreement believed by the Trust Collateral Agent or the Custodian, as
      applicable, to be genuine and to have been signed or presented by the proper
      party or parties, or (v) to inspect the Financed Vehicles at any time or
      ascertain or inquire as to the performance of observance of any of the Issuer's,
      the Transferor's or the Servicer's representations, warranties or covenants
      or
      the Servicer's duties and obligations as servicer and as custodian of the
      Receivable Files under the Sale and Servicing Agreement.

     

    (m)
        In
      no
      event shall [Name of indenture trustee], in any of its capacities hereunder,
      be
      deemed to have assumed any duties of the Owner Trustee under the Delaware
      Business Trust Statute, common law, or the Trust Agreement.

     

    (n)
        Neither
      the Trust Collateral Agent nor the Custodian shall be required to give any
      bond
      or surety in respect of the powers granted to it under this
      Agreement.

     

    SECTION
      10.2.   Trust
      Collateral Agent to Act for the Noteholders [and Note Insurer].
      Prior
      to the payment in full of the Notes and the Reimbursement Obligations [and
      the
      expiration of the term of the Note Policy], the Trust Collateral Agent shall
      act
      solely for the benefit of the Noteholders [and the Note Insurer], as their
      interests may appear herein.

     

    SECTION
      10.3.   Certain
      Matters Affecting the Trust Collateral Agent and the Custodian.
      Except
      as otherwise provided in the second paragraph of Section 10.1:

     

    (i)  The
      Trust
      Collateral Agent and the Custodian may rely and shall be protected in acting
      or
      refraining from acting upon any resolution, Officer's Certificate, Servicer's
      Certificate, certificate of auditors, or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal, bond,
      or other paper or document believed by it to be genuine and to have been signed
      or presented by the proper party or parties.

     

    (ii)  The
      Trust
      Collateral Agent and the Custodian may consult with counsel, and any written
      advice or Opinion of Counsel shall be full and complete authorization and
      protection in respect of any action taken or suffered or omitted by it under
      this Agreement in good faith and in accordance with such written advice or
      Opinion of Counsel.

     

    (iii)  Neither
      the Trust Collateral Agent nor the Custodian shall be under any obligation
      to
      exercise any of the rights or powers vested in it by this Agreement, or to
      institute, conduct, or defend any litigation under this Agreement or in relation
      to this Agreement, at the request, order or direction of any of the Noteholders
      [or the Note Insurer] pursuant to the provisions of this Agreement, unless
      such
      Noteholders [or the Note Insurer] shall have offered to the Trust Collateral
      Agent or the Custodian, as applicable, reasonable security or indemnity in
      form
      and substance reasonably satisfactory to the Trust Collateral Agent or the
      Custodian, as applicable, against the costs, expenses and liabilities that
      may
      be incurred therein or thereby. Nothing contained in this Agreement, however,
      shall relieve the Trust Collateral Agent or the Custodian of the obligations,
      upon the occurrence of a Servicer Termination Event or Event of Default (that
      shall not have been cured or waived), to exercise such of the rights and powers
      vested in it by this Agreement, and to use the same degree of care and skill
      in
      their exercise as a prudent person would exercise or use under the circumstances
      in the conduct of its own affairs.

     

    
      
         

      

      
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    (iv)  Neither
      the Trust Collateral Agent nor the Custodian shall be bound to make any
      investigation into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      approval, bond, or other paper or document (other than for the duties of the
      Custodian pursuant to Section 3.4), unless requested in writing to do so by
      [the
      Note Insurer (if no Note Insurer Default shall have occurred or be continuing),]
      the Transferor or the Noteholders evidencing not less than 25% of the Note
      Balance; provided,
      however,
      that, if
      the payment within a reasonable time to the Trust Collateral Agent or the
      Custodian of the costs, expenses or liabilities likely to be incurred by it
      in
      the making of such investigation shall be, in the opinion of the Trust
      Collateral Agent or the Custodian, not reasonably assured to the Trust
      Collateral Agent or the Custodian by the security afforded to it by the terms
      of
      this Agreement, the Trust Collateral Agent or the Custodian, as applicable,
      may
      require indemnity in form and substance satisfactory to it against such cost,
      expense or liability as a condition to so proceeding. The reasonable expense
      of
      every such examination shall be paid by the Person making such request or,
      if
      paid by the Trust Collateral Agent or the Custodian, shall be reimbursed by
      the
      Person making such request upon demand.

     

    (v)  The
      Trust
      Collateral Agent and the Custodian may execute any of the trusts or powers
      hereunder or perform any duties under this Agreement either directly or by
      or
      through agents or attorneys. Neither the Trust Collateral Agent nor the
      Custodian shall be responsible for any misconduct or negligence of any such
      agent appointed with due care by it hereunder, or of any agent of the Servicer
      in its capacity as Servicer or custodian or otherwise.

     

    (vi)  Except
      as
      may be expressly required by Sections 3.4, subsequent to the sale of the
      Receivables by the Transferor to the Issuer, neither the Trust Collateral Agent
      nor the Custodian shall have any duty of independent inquiry, and the Trust
      Collateral Agent and the Custodian may rely upon the representations and
      warranties and covenants of the Transferor and the Servicer contained in this
      Agreement with respect to the Receivables and the Receivable Files.

     

    
      
         

      

      
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    (vii)  The
      Trust
      Collateral Agent and the Custodian may rely, as to factual matters relating
      to
      the Transferor or the Servicer, on an Officer's Certificate of the Transferor
      or
      Servicer, respectively.

     

    (viii)  Neither
      the Trust Collateral Agent nor the Custodian shall be required to take any
      action or refrain from taking any action under this Agreement, or any related
      documents referred to herein, nor shall any provision of this Agreement, or
      any
      such related document be deemed to impose a duty on the Trust Collateral Agent
      or the Custodian to take action, if the Trust Collateral Agent or the Custodian
      shall have been advised by counsel that such action is contrary to (i) the
      terms
      of this Agreement, (ii) any such related document or (iii) law.

     

    SECTION
      10.4.   Trust
      Collateral Agent, Back-up Servicer and Custodian Not Liable for Notes or
      Receivables.
      The
      recitals contained herein shall be taken as the statements of the Issuer, the
      Transferor or the Servicer, as the case may be, and neither the Trust Collateral
      Agent, the Back-up Servicer nor the Custodian assumes any responsibility for
      the
      correctness thereof. Neither the Trust Collateral Agent, the Back-up Servicer
      nor the Custodian shall make any representations as to the validity or
      sufficiency of this Agreement or of the Notes, or of any Receivable or related
      document. Neither the Trust Collateral Agent, the Back-up Servicer nor the
      Custodian shall at any time have any responsibility or liability for or with
      respect to the legality, validity and enforceability of any security interest
      in
      any Financed Vehicle or any Receivable, or the perfection and priority of such
      a
      security interest or the maintenance of any such perfection and priority, or
      for
      or with respect to the efficacy of the Issuer or its ability to generate the
      payments to be distributed to Noteholders under this Agreement, including,
      without limitation: the existence, condition, location, and ownership of any
      Financed Vehicle; the existence and enforceability of any physical damage
      insurance thereon; except as required by Section 3.4, the existence, contents
      and completeness of any Receivable or any Receivable Files or any computer
      or
      other record thereof; the validity of the assignment of any Receivable to the
      Issuer or of any intervening assignment; except as required by Section 3.4,
      the
      performance or enforcement of any Receivable; the compliance by the Transferor
      or the Servicer with any warranty or representation made under this Agreement
      or
      in any related document and the accuracy of any such warranty or representation
      prior to the Trust Collateral Agent's, the Back-up Servicer's or Custodian's
      receipt of notice or other actual knowledge by a Responsible Officer of any
      noncompliance therewith or any breach thereof; any investment of monies by
      or at
      the direction of the Servicer [or the Note Insurer] or any loss resulting
      therefrom (it being understood that the Trust Collateral Agent, the Back-up
      Servicer and the Custodian shall each remain responsible for any Trust Assets
      that it may hold); the acts or omissions of the Issuer, the Transferor, the
      Servicer, or any Obligor; any action of the Servicer taken in the name of the
      Trust Collateral Agent or the Custodian; or any action by the Trust Collateral
      Agent or the Custodian taken at the instruction of the Servicer; provided,
      however,
      that the
      foregoing shall not relieve either the Trust Collateral Agent, the Back-up
      Servicer or the Custodian of its obligation to perform its duties under this
      Agreement. Except with respect to a claim based on the failure of the Trust
      Collateral Agent, the Back-up Servicer or the Custodian to perform its duties
      under this Agreement or based on the Trust Collateral Agent's, the Back-up
      Servicer's or the Custodian's negligence or willful misconduct, no recourse
      shall be had for any claim based on any provision of this Agreement, the Notes,
      or any Receivable or assignment thereof against the Trust Collateral Agent,
      the
      Back-up Servicer or Custodian in their respective individual capacities, neither
      the Trust Collateral Agent, the Back-up Servicer nor the Custodian shall have
      any personal obligation, liability, or duty whatsoever to any Noteholder or
      any
      other Person with respect to any such claim, and any such claim shall be
      asserted solely against the Issuer or any indemnitor who shall furnish indemnity
      as provided in this Agreement. Neither the Trust Collateral Agent, the Back-up
      Servicer nor the Custodian shall be accountable for the use or application
      by
      the Issuer of any of the Notes or of the proceeds of such Notes, or for the
      use
      or application of any funds paid to the Servicer in respect of the Receivables.
      The Issuer hereby certifies to the Trust Collateral Agent, the Back-up Servicer
      and the Custodian that the Rating Agencies rating the Notes are Standard &
Poor's and Moody's and that their addresses are as set forth in Section 13.5.
      The Trust Collateral Agent, the Back-up Servicer and the Custodian may rely
      on
      the accuracy of such certification until it receives from the Issuer an
      Officer's Certificate superseding such certification. All references above
      to
      the Back-up Servicer shall be deemed to refer to the Back-up Servicer only
      so
      long as it is acting in such capacity hereunder.

     

    
      
         

      

      
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    SECTION
      10.5.   Trust
      Collateral Agent, Back-up Servicer and Custodian May Own Notes.
      The
      Trust Collateral Agent, the Back-up Servicer and the Custodian in their
      respective individual or any other capacities may become the owner or pledgee
      of
      Notes and may deal with the Transferor and the Servicer in banking transactions
      with the same rights as it would have if it were not Trust Collateral Agent,
      Back-up Servicer or Custodian, as applicable.

     

    SECTION
      10.6.   Indemnity
      of Trust Collateral Agent, Back-up Servicer and Custodian.
      The
      Servicer shall indemnify the Trust Collateral Agent, the Back-up Servicer,
      the
      Custodian and each officer, director and employee of the Trust Collateral Agent,
      the Back-up Servicer and the Custodian for, and hold each such Person harmless
      against, any loss, liability, or expense incurred without willful misfeasance,
      negligence, or bad faith on its part, arising out of or in connection with
      the
      acceptance or administration of this Agreement, the performance of duties as
      Custodian of the Legal Files including the costs and expenses of defending
      itself against any claim or liability in connection with the exercise or
      performance of any of its powers or duties under this Agreement. The provisions
      of this Section 10.6 shall survive the termination of this Agreement or any
      resignation or removal of LBAC as Servicer.

     

    SECTION
      10.7.   Eligibility
      Requirements for Trust Collateral Agent and the Custodian.
      The
      Trust Collateral Agent and the Custodian under this Agreement shall at all
      times
      be organized and doing business under the laws of the United States of America,
      with respect to the Trust Collateral Agent or the laws of the State of New
      York,
      with respect to the Custodian; authorized under such laws to exercise corporate
      trust powers; having a combined capital and surplus of at least $50,000,000
      and
      subject to supervision or examination by Federal or State authorities
      satisfactory to [the Note Insurer]; and having a rating, both with respect
      to
      long-term and short-term unsecured obligations, of not less than investment
      grade by each Rating Agency. If such corporation shall publish reports of
      condition at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purpose of this
      Section 10.7, the combined capital and surplus of such corporation shall be
      deemed to be its combined capital and surplus as set forth in its most recent
      report of condition so published. In case at any time the Trust Collateral
      Agent
      or the Custodian shall cease to be eligible in accordance with the provisions
      of
      this Section 10.7, the Trust Collateral Agent or the Custodian shall resign
      immediately in the manner and with the effect specified in Section
      10.8.

     

    
      
         

      

      
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    SECTION
      10.8.   Resignation
      or Removal of Trust Collateral Agent or Custodian.

     

    (a)
        The
      Trust
      Collateral Agent and the Custodian may at any time resign and be discharged
      from
      the trusts hereby created by giving 30 days' prior written notice thereof to
      the
      Servicer. To the extent that the Trust Collateral Agent and the Custodian resign
      hereunder, the Indenture Trustee shall also resign under the Indenture and
      [the
      Collateral Agent] shall resign under the Spread Account Agreement. Upon
      receiving such notice of resignation, with the prior written consent of [the
      Note Insurer (or, if a Note Insurer Default shall have occurred or is
      continuing,] the Noteholders evidencing not less than 25% of the Note Balance),
      the Servicer shall promptly appoint a successor Trust Collateral Agent or
      Custodian, as applicable, by written instrument, in duplicate, one copy of
      which
      instrument shall be delivered to the resigning Trust Collateral Agent or
      Custodian, as applicable, and one copy to the successor Trust Collateral Agent
      or successor Custodian. [If no successor Trust Collateral Agent or successor
      Custodian shall have been so appointed and have accepted appointment within
      30
      days after the giving of such notice of resignation, the Note Insurer may
      appoint a successor Trust Collateral Agent or Custodian, as applicable, by
      written instrument, in duplicate, one copy of which instrument shall be
      delivered to the resigning Trust Collateral Agent or Custodian and one copy
      to
      the successor Trust Collateral Agent or Custodian.] If no successor Trust
      Collateral Agent or Custodian shall have been so appointed and have accepted
      appointment within 60 days after the giving of such notice of resignation,
      the
      resigning Trust Collateral Agent or Custodian may petition any court of
      competent jurisdiction for the appointment of a successor Trust Collateral
      Agent
      or Custodian, as applicable. [The Trust Collateral Agent or the Custodian may
      be
      removed at any time by written demand of the Note Insurer delivered to the
      Trust
      Collateral Agent or the Custodian, as applicable, and the
      Servicer.]

     

    (b)
        If
      at any
      time (i) the Trust Collateral Agent or the Custodian shall cease to be eligible
      in accordance with the provisions of Section 10.7 and shall fail to resign
      after
      written request therefor by the Servicer, (ii) the Trust Collateral Agent or
      the
      Custodian, as applicable, shall be legally unable to act, (iii) the Trust
      Collateral Agent and the Indenture Trustee shall be the same Person and the
      Indenture Trustee shall have resigned or been removed pursuant to Section 6.8
      of
      the Indenture, or (iv) the Trust Collateral Agent or the Custodian shall be
      adjudged bankrupt or insolvent, or a receiver, conservator or liquidator of
      the
      Trust Collateral Agent, the Custodian or of any of their respective property
      shall be appointed, or any public officer shall take charge or control of the
      Trust Collateral Agent or Custodian or of its property or affairs for the
      purpose of rehabilitation, conservation or liquidation, then [the Note Insurer
      shall (so long as no Note Insurer Default shall have occurred and be
      continuing), or] the Servicer may [(if a Note Insurer Default shall have
      occurred and be continuing)] remove the Trust Collateral Agent or Custodian.
      If
      [the Note Insurer or] the Servicer shall remove the Trust Collateral Agent
      or
      Custodian under the authority of the immediately preceding sentence, the
      Servicer [or the Note Insurer, as the case may be,] shall promptly appoint
      a
      successor Trust Collateral Agent or Custodian, as applicable, by written
      instrument, in duplicate, one copy of which instrument shall be delivered to
      the
      Trust Collateral Agent or Custodian so removed and one copy to the successor
      Trust Collateral Agent or successor Custodian, and pay all fees and expenses
      owed to the outgoing Trustee[, provided that any successor Trust Collateral
      Agent or any successor Custodian appointed by the Servicer shall be acceptable
      to the Note Insurer].

     

    
      
         

      

      
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    (c)
        Any
      resignation or removal of the Trust Collateral Agent or the Custodian and
      appointment of a successor Trust Collateral Agent or Custodian pursuant to
      any
      of the provisions of this Section 10.8 shall not become effective until
      acceptance of appointment by the successor Trust Collateral Agent or Custodian,
      as applicable, pursuant to Section 10.9 and payment of all fees and expenses
      owed to the outgoing Trustee. The Servicer shall provide notice of such
      resignation or removal of the Trust Collateral Agent or Custodian to each of
      the
      Rating Agencies and the Transferor.

     

    (d)
        If
      the
      Trust Collateral Agent and the Back-up Servicer shall be the same Person and
      the
      rights and obligations of the Back-up Servicer shall have been terminated
      pursuant to this Section 10.8, then [the Note Insurer (or, if a Note Insurer
      Default shall have occurred and be continuing,] the Majorityholders) shall
      have
      the option, by 60 days' prior notice in writing to the Servicer and the Trust
      Collateral Agent, to remove the Trust Collateral Agent[, and the Note Insurer
      shall not have any liability to the Trust Collateral Agent, LBAC, the
      Transferor, the Servicer, the Issuer or any Noteholder in connection with such
      removal].

     

    (e)
        At
      any
      time following the Closing Date the Servicer may assume the duties of Custodian
      under this Agreement; provided,
      that
      [(i) the Note Insurer provides its prior written consent to the Trust Collateral
      Agent (which consent shall be granted or withheld by the Note Insurer in its
      sole discretion) and (ii)] the Rating Agency Condition has been
      satisfied.

     

    SECTION
      10.9.   Successor
      Trust Collateral Agent or Custodian.
      Any
      successor Trust Collateral Agent or Custodian appointed pursuant to Section
      10.8
      shall execute, acknowledge and deliver to the Transferor, the Servicer, [the
      Note Insurer] and to its predecessor Trust Collateral Agent or predecessor
      Custodian, as applicable, an instrument accepting such appointment under this
      Agreement, and thereupon the resignation or removal of the predecessor Trust
      Collateral Agent or predecessor Custodian shall become effective and such
      successor Trust Collateral Agent or successor Custodian, without any further
      act, deed or conveyance, shall become fully vested with all the rights, powers,
      duties, and obligations of its predecessor under this Agreement, with like
      effect as if originally named as Trust Collateral Agent or Custodian. The
      predecessor Trust Collateral Agent or predecessor Custodian shall upon payment
      of its fees and expenses deliver to the successor Trust Collateral Agent or
      successor Custodian all documents and statements and monies held by it under
      this Agreement; and the Servicer, [the Note Insurer] and the predecessor Trust
      Collateral Agent or predecessor Custodian shall execute and deliver such
      instruments and do such other things as may reasonably be required for fully
      and
      certainly vesting and confirming in the successor Trust Collateral Agent or
      successor Custodian all such rights, powers, duties, and
      obligations.

     

    No
      successor Trust Collateral Agent or successor Custodian shall accept appointment
      as provided in this Section 10.9 unless at the time of such acceptance such
      successor Trust Collateral Agent or successor Custodian shall be eligible
      pursuant to Section 10.7.

     

    Upon
      acceptance of appointment by a successor Trust Collateral Agent or successor
      Custodian pursuant to this Section 10.9, the Servicer shall mail notice of
      the
      successor of such Trust Collateral Agent or Custodian under this Agreement
      to
      all Holders of Notes at their addresses as shown in the Note Register, the
      Transferor, and to the Rating Agencies. If the Servicer shall fail to mail
      such
      notice within ten (10) days after acceptance of appointment by the successor
      Trust Collateral Agent, the successor Trust Collateral Agent or successor
      Custodian shall cause such notice to be mailed at the expense of the
      Servicer.

     

    
      
         

      

      
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    SECTION
      10.10.   Merger
      or Consolidation of Trust Collateral Agent or Custodian.
      Any
      corporation into which the Trust Collateral Agent or the Custodian may be merged
      or converted or with which it may be consolidated, or any corporation resulting
      from any merger, conversion or consolidation to which the Trust Collateral
      Agent
      or the Custodian shall be a party, or any corporation succeeding to all or
      substantially all of the corporate trust business of the Trust Collateral Agent
      or the Custodian, shall be the successor of the Trust Collateral Agent or
      Custodian, as applicable, hereunder, provided such corporation shall be eligible
      pursuant to Section 10.7, without the execution or filing of any instrument
      or
      any further act on the part of any of the parties hereto, anything herein to
      the
      contrary notwithstanding.

     

    SECTION
      10.11.   Co-Trustee;
      Separate Trustee.

     

    (a)
        Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Issuer
      or
      any Financed Vehicle may at the time be located, the Servicer, [the Note Insurer
      (provided a Note Insurer Default shall not have occurred and be continuing)]
      and
      the Trust Collateral Agent acting jointly shall have the power and shall execute
      and deliver all instruments to appoint one or more persons approved by the
      Trust
      Collateral Agent to act as co-trustee, jointly with the Trust Collateral Agent,
      or separate trustee or separate trustees, of all or any part of the Issuer,
      and
      to vest in such Person, in such capacity and for the benefit of the Noteholders,
      such title to the Issuer, or any part thereof, and, subject to the other
      provisions of this Section 10.11, such powers, duties, obligations, rights,
      and
      trusts as the Servicer, [the Note Insurer] and the Trust Collateral Agent may
      consider necessary or desirable. If the Servicer [and the Note Insurer] shall
      not have joined in such appointment within fifteen (15) days after the receipt
      by it of a request so to do, or in the case an Event of Default shall have
      occurred and be continuing, the Trust Collateral Agent alone shall have the
      power to make such appointment. No co-trustee or separate trustee under this
      Agreement shall be required to meet the terms of eligibility as a successor
      Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee
      or
      its parent shall comply with the rating requirements set forth therein, and
      no
      notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no
      notice to Noteholders of the appointment of any co-trustee or separate trustee
      shall be required pursuant to Section 10.9.

     

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

     

    (i)  All
      rights, powers, duties, and obligations conferred or imposed upon the Trust
      Collateral Agent shall be conferred upon and exercised or performed by the
      Trust
      Collateral Agent and such separate trustee or co-trustee jointly (it being
      understood that such separate trustee or co-trustee is not authorized to act
      separately without the Trust Collateral Agent joining in such act), except
      to
      the extent that under any law of any jurisdiction in which any particular act
      or
      acts are to be performed (whether as Trust Collateral Agent under this Agreement
      or, in its capacity as Back-up Servicer, as successor to the Servicer under
      this
      Agreement), the Trust Collateral Agent shall be incompetent or unqualified
      to
      perform such act or acts, in which event such rights, powers, duties, and
      obligations (including the holding of title to the Issuer or any portion thereof
      in any such jurisdiction) shall be exercised and performed singly by such
      separate trustee or co-trustee, but solely at the direction of the Trust
      Collateral Agent;

     

    
      
         

      

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

     

    (iii)  [Provided
      no Note Insurer Default shall have occurred and be continuing, the Note Insurer
      may, and, in the event a Note Insurer Default shall have occurred and be
      continuing, then,] the Servicer and the Trust Collateral Agent acting jointly
      may, at any time accept the resignation of or remove any separate trustee or
      co-trustee.

     

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

     

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

     

    SECTION
      10.12.   Representations
      and Warranties of Trust Collateral Agent and the Custodian.
      The
      Custodian and the Trust Collateral Agent shall make the following
      representations and warranties with respect to itself on which the Transferor,
      the Servicer, the Originator, the Issuer[, the Note Insurer] and Noteholders
      shall rely:

     

    (i)  The
      Custodian and the Trust Collateral Agent are a [type of entity], duly organized,
      validly existing, and in good standing under the laws of the State of
      _______________ and have the corporate power, authority and legal right to
      hold
      the Legal Files. 

     

    (ii)  The
      Custodian and the Trust Collateral Agent have full corporate power authority
      and
      legal right to execute, deliver, and perform this Agreement and shall have
      taken
      all necessary action to authorize the execution, delivery and performance by
      it
      of this Agreement.

     

    
      
         

      

      
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    (iii)  This
      Agreement has been duly executed and delivered by the Trust Collateral Agent
      and
      the Custodian and constitutes a legal, valid and binding obligation of the
      Trust
      Collateral Agent and the Custodian, enforceable in accordance with its terms,
      subject to (x) applicable bankruptcy, insolvency, reorganization, moratorium
      and
      other similar laws affection creditor's rights generally and (y) general
      principals of equity.

     

    SECTION
      10.13.   [Rights
      of Note Insurer to Direct Trust Collateral Agent

     

    .
      Subject
      to clause (iii) of Section 10.3, unless a Note Insurer Default shall have
      occurred and be continuing, the Note Insurer, after giving written notice to
      the
      Trust Collateral Agent, shall have the right to direct the time, method and
      place at or by which the Trust Collateral Agent conducts any proceeding for
      any
      remedy available to the Trust Collateral Agent, or exercises any such trust
      or
      power conferred upon the Trust Collateral Agent; provided,
      however,
      that
      subject to Section 10.1, the Trust Collateral Agent shall have the right to
      decline to follow any such direction of the Note Insurer if the Trust Collateral
      Agent, being advised by counsel, determines that the action so directed may
      not
      lawfully be taken, or if the Trust Collateral Agent in good faith shall, by
      a
      Responsible Officer of the Trust Collateral Agent, determine that the
      proceedings so directed would be in violation of any Basic Document or involve
      it in personal liability against which its has not been provided indemnity
      in
      form and substance satisfactory to it or be unduly prejudicial to the rights
      of
      Noteholders; provided,
      that
      nothing in this Agreement shall impair the right of the Trust Collateral Agent
      to take any action deemed proper by the Trust Collateral Agent and which is
      not
      inconsistent with such direction of the Note Insurer.] 

     

     

    ARTICLE
      XI

     

    TERMINATION

     

    SECTION
      11.1.   Termination.

     

    (a)
        The
      respective obligations and responsibilities of LBAC, the Transferor, the Issuer,
      the Servicer, the Custodian and the Trust Collateral Agent created hereby shall
      terminate upon the payment to Noteholders and the Certificateholder of all
      amounts required to be paid to them pursuant to this Agreement, the Indenture
      and the Trust Agreement, satisfaction of all Reimbursement Obligations, and
      the
      expiration of any preference period related thereto and the disposition of
      all
      property held as part of the Trust Assets; provided,
      however,
      in any
      case there shall be delivered to the Trust Collateral Agent [and the Note
      Insurer] an Opinion of Counsel that all applicable preference periods under
      federal, state and local bankruptcy, insolvency and similar laws have expired
      with respect to the payments pursuant to this Section 11.1. The Servicer shall
      promptly notify the Trust Collateral Agent, the Transferor, the Issuer, each
      Rating Agency [and the Note Insurer] of any prospective termination pursuant
      to
      this Section 11.1.

     

    (b)
        Upon
      any
      sale of the assets of the Issuer pursuant to Section 8.1 of the Trust Agreement,
      the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds
      from such sale after all payments and reserves therefrom (including the expenses
      of such sale) have been made (the "Insolvency Proceeds") in the Collection
      Account.

     

    (c)
        Notice
      of
      any termination of the Issuer shall be given by the Servicer to the Owner
      Trustee, the Trust Collateral Agent, [the Collateral Agent], the Back-up
      Servicer, the Indenture Trustee[, the Note Insurer] and the Rating Agencies
      as
      soon as practicable after the Servicer has received notice thereof.

     

    
      
         

      

      
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    (d)
        Following
      the satisfaction and discharge of the Indenture and the payment in full of
      the
      principal of and interest on the Notes, the Certificateholders will succeed
      to
      the rights of the Noteholders hereunder.

     

     

    ARTICLE
      XII

     

    ADMINISTRATIVE
      DUTIES OF THE SERVICER

     

    SECTION
      12.1.   Administrative
      Duties.

     

    (a)
        Duties
      with Respect to the Indenture.
      The
      Servicer shall take all necessary action that is the duty of the Issuer to
      take
      pursuant to the Indenture, pursuant to Sections 2.9 (with respect to the notice
      provisions contained therein), 3.4, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 8.3, 9.1,
      9.2, 9.3, 11.1 and 11.13 of the Indenture (in each case, excluding any duty
      to
      make payments to the Noteholders [and the Note Insurer]). In addition, the
      Servicer shall consult with the Owner Trustee as the Servicer deems appropriate
      regarding the duties of the Issuer under the Indenture. The Servicer shall
      monitor the performance of the Issuer and shall advise the Owner Trustee when
      action is necessary to comply with the Issuer's duties under the Indenture.
      The
      Servicer shall prepare for execution by the Issuer or shall cause the
      preparation by other appropriate Persons of all such documents, reports,
      filings, instruments, certificates and opinions as it shall be the duty of
      the
      Issuer to prepare, file or deliver pursuant to the Indenture.

     

    (b)
        Duties
      with Respect to the Issuer.

     

    (i)  In
      addition to the duties of the Servicer set forth in this Agreement or any of
      the
      Basic Documents, the Servicer shall perform such calculations and shall prepare
      for execution by the Issuer or the Owner Trustee or shall cause the preparation
      by other appropriate Persons of all such documents, reports, filings,
      instruments, certificates and opinions as it shall be the duty of the Issuer
      or
      the Owner Trustee to prepare, file or deliver pursuant to this Agreement or
      any
      of the Basic Documents or under state and federal tax and securities laws,
      and
      at the request of the Owner Trustee shall take all appropriate action that
      it is
      the duty of the Issuer to take pursuant to this Agreement. In accordance with
      the directions of the Issuer or the Owner Trustee, the Servicer shall
      administer, perform or supervise the performance of such other activities in
      connection with the Trust Assets (including the Basic Documents) as are not
      covered by any of the foregoing provisions and as are expressly requested by
      the
      Issuer or the Owner Trustee and are reasonably within the capability of the
      Servicer.

     

    (ii)  In
      carrying out the foregoing duties or any of its other obligations under this
      Agreement, the Servicer may enter into transactions with or otherwise deal
      with
      any of its Affiliates; provided,
      however,
      that the
      terms of any such transactions or dealings shall be in accordance with any
      directions received from the Issuer and shall be, in the Servicer's opinion,
      no
      less favorable to the Issuer in any material respect.

     

    (c)
        Non-Ministerial
      Matters.
      With
      respect to matters that in the reasonable judgment of the Servicer are
      non-ministerial, the Servicer shall not take any action pursuant to this Article
      XII unless within a reasonable time before the taking of such action, the
      Servicer shall have notified the Owner Trustee , [the Note Insurer] and the
      Trust Collateral Agent of the proposed action and the Owner Trustee and, with
      respect to items (i), (ii), (iii) and (iv) below, the Trust Collateral Agent
      shall not have withheld consent or provided an alternative direction. For the
      purpose of the preceding sentence, "non-ministerial matters" shall
      include:

     

    
      
         

      

      
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    (i)  the
      amendment of or any supplement to the Indenture;

     

    (ii)  the
      initiation of any claim or lawsuit by the Issuer and the compromise of any
      action, claim or lawsuit brought by or against the Issuer (other than in
      connection with the collection of the Receivables);

     

    (iii)  the
      amendment, change or modification of this Agreement or any of the Basic
      Documents;

     

    (iv)  the
      appointment of successor Note Registrars, successor Note Paying Agents and
      successor Indenture Trustees pursuant to the Indenture or the appointment of
      Successor Servicers or the consent to the assignment by the Note Registrar,
      Paying Agent or Trustee of its obligations under the Indenture; and

     

    (v)  the
      removal of the Trust Collateral Agent or the Indenture Trustee.

     

    (d)
        Exceptions.
      Notwithstanding anything to the contrary in this Agreement, except as expressly
      provided herein or in the other Basic Documents, the Servicer, in its capacity
      hereunder, shall not be obligated to, and shall not, (1) make any payments
      to
      the Noteholders under the Basic Documents, (2) sell the Pledged Property
      pursuant to Section 5.5 of the Indenture, (3) take any other action that the
      Issuer directs the Servicer not to take on its behalf or (4) in connection
      with
      its duties hereunder assume any indemnification obligation of any other
      Person.

     

    SECTION
      12.2.   Records.
      The
      Servicer shall maintain appropriate books of account and records relating to
      services performed under this Agreement, which books of account and records
      shall be accessible for inspection by the Issuer at any time during normal
      business hours.

     

    SECTION
      12.3.   Additional
      Information to be Furnished to the Issuer.
      The
      Servicer shall furnish to the Issuer from time to time such additional
      information regarding the Trust Assets as the Issuer shall reasonably
      request.

     

    SECTION
      12.4.   No
      Additional Compensation.
      The
      Servicing Fee payable to the Servicer pursuant to Section 5.6(c)(i) and the
      Simple Interest Excess, if any, payable to the Servicer, so long as LBAC is
      the
      Servicer, pursuant to Section 5.12 shall be the only amounts payable to the
      Servicer for its services hereunder.

     

     

    
      
         

      

      
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    ARTICLE
      XIII

     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      13.1.   Amendment.

     

    (a)
        This
      Agreement may be amended from time to time by the Issuer, the Transferor, the
      Originator, the Servicer, the Trust Collateral Agent, the Back-up Servicer
      and
      the Custodian and, [(i) so long as no Note Insurer Default has occurred and
      is
      continuing or the Policy Expiration Date has not occurred, with the prior
      written consent of the Note Insurer and, (ii) if a Note Insurer Default has
      occurred and is continuing or the Policy Expiration Date has occurred] with
      the
      consent of the Majorityholders, which consent given pursuant to this Section
      or
      pursuant to any other provision of this Agreement shall be conclusive and
      binding on all Holders and on all future Holders of Notes and of any Notes
      issued upon the transfer thereof or in exchange thereof or in lieu thereof
      whether or not notation of such consent is made upon the Notes, for the purpose
      of adding any provisions to or changing in any manner or eliminating any of
      the
      provisions of this Agreement, or of modifying in any manner the rights of the
      Holders of Notes; provided,
      however,
      that,
      [in the case of either clause (i) or (ii) above,] no such amendment shall (a)
      increase or reduce in any manner the amount of, or accelerate or delay the
      timing of, or change the allocation or priority of, collections of payments
      on
      Receivables or payments that shall be required to be made on any Note or the
      Certificate or change the applicable Note Rate without the consent of each
      Noteholder and Certificateholder affected thereby, (b) reduce the aforesaid
      percentage of the Note Balance required to consent to any such amendment,
      without the consent of the Holders of all Notes then outstanding or eliminate
      the right of the Noteholder or the Certificateholder to consent to any change
      described in clause (a) affecting the Noteholder or the Certificateholder
      without the consent of the Noteholder or the Certificateholder, as applicable,
      or (c) result in a downgrade or withdrawal of the then current rating of the
      Notes by either of the Rating Agencies without the consent of all the
      Noteholders; provided,
      further
      that [in
      the case of clause (ii) above,] this Agreement may be amended from time to
      time
      by the Issuer, the Transferor, the Originator, the Servicer, the Trust
      Collateral Agent, the Back-up Servicer and the Custodian, for any of the
      following purposes:

     

    (x) to
      correct or amplify the description of any property at any time conveyed to
      the
      Issuer hereunder, or better to assure, convey and confirm unto the property
      conveyed pursuant hereto;

     

    (y) to
      add to
      the covenants of the Transferor, the Originator or the Servicer, for the benefit
      of the Holders of the Notes [and the Note Insurer]; or

     

    (z) to
      cure
      any ambiguity, to correct or supplement any provision herein which may be
      inconsistent with any other provision herein or to make any other provisions
      with respect to matters or questions arising under this Agreement; provided
      that
      such action pursuant to this subclause (z) shall not adversely affect in any
      material respect the interests of the Holders of the Notes, as evidenced by
      satisfaction of the Rating Agency Condition with respect to such
      amendment.

     

    (b)
        The
      Trust
      Collateral Agent shall furnish prior notice of any such proposed amendment
      to
      each Rating Agency and promptly after the execution of any such amendment or
      consent, the Trust Collateral Agent shall furnish a copy of such amendment
      and/or consent, if applicable, to each Noteholder, each of the Rating Agencies
      and the Lock-Box Processor.

     

    
      
         

      

      
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    (c)
        Prior
      to
      the execution of any amendment to this Agreement, the Trust Collateral Agent
      shall be entitled to receive and rely upon an Opinion of Counsel stating that
      the execution of such amendment is authorized or permitted by this Agreement
      and
      the Opinion of Counsel referred to in Section 13.2(i)(1). The Trust Collateral
      Agent may, but shall not be obligated to, enter into any such amendment which
      affects the Trust Collateral Agent's own rights, duties or immunities under
      this
      Agreement or otherwise.

     

    SECTION
      13.2.   Protection
      of Title.

     

    (a)
        Each
      of
      the Transferor, as to itself, and the Servicer, as to itself, shall execute
      and
      file such financing statements and cause to be executed and filed such
      continuation statements, all in such manner and in such places as may be
      required by law fully to preserve, maintain, and protect the interest of the
      Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent
      [and
      the Note Insurer] in its interest in the Receivables and the other Trust Assets
      and in the proceeds thereof. Each of the Transferor, as to itself, and the
      Servicer, as to itself, shall deliver (or cause to be delivered) to the Trust
      Collateral Agent, the Owner Trustee [and the Note Insurer] file-stamped copies
      of, or filing receipts for, any document filed as provided above, as soon as
      available following such filing.

     

    (b)
        Neither
      the Transferor nor the Servicer shall change its name, identity or corporate
      structure in any manner that would, could, or might make any financing statement
      or continuation statement filed in accordance with paragraph (a) above seriously
      misleading within the meaning of § 9-402(7) of the UCC, unless it shall have
      given the Trust Collateral Agent, the Owner Trustee, [the Note Insurer] and
      the
      other party at least thirty days' prior written notice thereof, shall have
      promptly filed appropriate amendments to all previously filed financing
      statements or continuation statements and shall have delivered an Opinion of
      Counsel (A) stating that, in the opinion of such counsel, all amendments to
      all
      previously filed financing statements and continuation statements have been
      executed and filed that are necessary fully to preserve and protect the interest
      of the Trust Collateral Agent in the Receivables and the other Trust Assets,
      and
      reciting the details of such filings or (B) stating that, in the opinion of
      such
      counsel, no such action shall be necessary to preserve and protect such
      interest.

     

    (c)
        Each
      of
      the Transferor and the Servicer shall have an obligation to give the Trust
      Collateral Agent, the Owner Trustee, [the Note Insurer] and the other party
      at
      least thirty days' prior written notice of any relocation of its principal
      executive office or change in its state of incorporation if, as a result of
      such
      relocation or change, the applicable provisions of the UCC would require the
      filing of any amendment of any previously filed financing or continuation
      statement or of any new financing statement, shall promptly file any such
      amendment and shall deliver an Opinion of Counsel (A) stating that, in the
      opinion of such counsel, all amendments to all previously filed financing
      statements and continuation statements have been executed and filed that are
      necessary fully to preserve and protect the interest of the Trust Collateral
      Agent in the Receivables, and reciting the details of such filings or (B)
      stating that, in the opinion of such counsel, no such action shall be necessary
      to preserve and protect such interest. The Servicer shall at all times maintain
      each office from which it shall service Receivables, and its principal executive
      office, within the United States of America.

     

    
      
         

      

      
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    (d)
        The
      Servicer shall maintain accounts and records as to each Receivable accurately
      and in sufficient detail to permit (i) the reader thereof to know at any time
      the status of such Receivable, including payments and recoveries made and
      payments owing (and the nature of each) and (ii) reconciliation between payments
      or recoveries on (or with respect to) each Receivable and the amounts from
      time
      to time deposited in the Collection Account in respect of such
      Receivable.

     

    (e)
        The
      Servicer shall maintain its computer systems so that, from and after the time
      of
      conveyance under this Agreement of the Receivables to the Issuer, the Servicer's
      master computer records (including any back-up archives) that refer to a
      Receivable shall indicate clearly the interest of Long Beach Acceptance Auto
      Receivables Trust 20__-_ in such Receivable and that such Receivable is owned
      by
      the Issuer. Indication of the Issuer's ownership of a Receivable shall be
      deleted from or modified on the Servicer's computer systems when, and only
      when,
      such Receivable shall have been paid in full or repurchased.

     

    (f)
        If
      at any
      time the Transferor or the Servicer shall propose to sell, grant a security
      interest in, or otherwise transfer any interest in automotive receivables to
      any
      prospective purchaser, lender, or other transferee, the Servicer shall give
      to
      such prospective purchaser, lender, or other transferee computer tapes, records,
      or printouts (including any restored from back-up archives) that, if they shall
      refer in any manner whatsoever to any Receivable, shall indicate clearly that
      such Receivable has been conveyed to and is owned by the Issuer.

     

    (g)
        The
      Servicer shall, upon reasonable notice, permit the Transferor, the Trust
      Collateral Agent, the Back-up Servicer, the Owner Trustee [and the Note Insurer
      and its agents] at any time during normal business hours to inspect, audit,
      and
      make copies of and abstracts from the Servicer's records regarding any
      Receivable.

     

    (h)
        Upon
      request, the Servicer shall furnish to the Transferor, the Trust Collateral
      Agent, the Back-up Servicer, the Owner Trustee [or to the Note Insurer,] within
      five Business Days, a list of all Receivables (by contract number and name
      of
      Obligor) then held as part of the Issuer, together with a reconciliation of
      such
      list to the Schedule of Receivables and to each of the Servicer's Certificates
      furnished before such request indicating removal of Receivables from the
      Issuer.

     

    (i)
        The
      Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee [and
      the
      Note Insurer]:

     

    (1)
        promptly
      after the execution and delivery of this Agreement and of each amendment hereto
      and after the execution and delivery of each amendment to any financing
      statement, an Opinion of Counsel either (A) stating that, in the opinion of
      such
      counsel, all financing statements and continuation statements have been executed
      and filed that are necessary fully to preserve and protect the interest of
      the
      Trust Collateral Agent in the Receivables, and reciting the details of such
      filings or referring to prior Opinions of Counsel in which such details are
      given or (B) stating that, in the opinion of such counsel, no such action shall
      be necessary to preserve and protect such interest; and

     

    
      
         

      

      
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    (2)
        within
      90
      days after the beginning of each calendar year beginning with the first calendar
      year beginning more than three months after the Cutoff Date, an Opinion of
      Counsel, dated as of a date during such 90-day period either (A) stating that,
      in the opinion of such counsel, all financing statements and continuation
      statements have been executed and filed that are necessary fully to preserve
      and
      protect the interest of the Trust Collateral Agent in the Receivables, and
      reciting the details of such filings or referring to prior Opinions of Counsel
      in which such details are given or (B) stating that, in the opinion of such
      counsel, no such action shall be necessary to preserve and protect such
      interest.

     

    Each
      Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify
      any action necessary (as of the date of such opinion) to be taken in the
      following year to preserve and protect such interest.

     

    (j)
        For
      the
      purpose of facilitating the execution of this Agreement and for other purposes,
      this Agreement may be executed simultaneously in any number of counterparts,
      each of which counterparts shall be deemed to be an original, and all of which
      counterparts shall constitute but one and the same instrument.

     

    SECTION
      13.3.   Limitation
      on Rights of Noteholders.

     

    (a)
        The
      death
      or incapacity of any Noteholder shall not operate to terminate this Agreement
      or
      the Issuer, nor entitle such Noteholder's legal representatives or heirs to
      claim an accounting or to take any action or commence any proceeding in any
      court for a partition or winding up of the Issuer, nor otherwise affect the
      rights, obligations and liabilities of the parties to this Agreement or any
      of
      them.

     

    (b)
        No
      Noteholder shall have any right to vote (except as specifically provided herein
      including in Section 13.1) or in any manner otherwise control the operation
      and
      management of the Issuer, or the obligations of the parties to this Agreement,
      nor shall anything in this Agreement set forth, or contained in the terms of
      the
      Notes, be construed so as to constitute the Noteholders from time to time as
      partners or members of an association; nor shall any Noteholder be under any
      liability to any third person by reason of any action taken pursuant to any
      provision of this Agreement.

     

    (c)
        [So
      long
      as no Note Insurer Default has occurred and is continuing, except as otherwise
      specifically provided herein, whenever Noteholder action, consent or approval
      is
      required under this Agreement, such action, consent or approval shall be deemed
      to have been taken or given on behalf of, and shall be binding upon, all
      Noteholders if the Note Insurer agrees to take such action or give such consent
      or approval.]

     

    (d)
        [If
      a
      Note Insurer Default shall have occurred and be continuing, no Noteholder shall
      have any right by virtue or by availing itself of any provisions of this
      Agreement to institute any suit, action, or proceeding in equity or at law
      upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trust Collateral Agent a written notice of default and of
      the
      continuance thereof, and unless also the Noteholders evidencing not less than
      25% of the Note Balance shall have made written request upon the Trust
      Collateral Agent to institute such action, suit or proceeding in its own name
      as
      Trustee under this Agreement and shall have offered to the Trust Collateral
      Agent such reasonable indemnity as it may require against the costs, expenses,
      and liabilities to be incurred therein or thereby and the Trust Collateral
      Agent, for 30 days after its receipt of such notice, request, and offer of
      indemnity, shall have neglected or refused to institute any such action, suit
      or
      proceeding and during such 30-day period no request or waiver inconsistent
      with
      such written request has been given to the Trust Collateral Agent pursuant
      to
      this Section or Section 8.4; no one or more Holders of Notes shall have any
      right in any manner whatever by virtue or by availing itself or themselves
      of
      any provisions of this Agreement to affect, disturb, or prejudice the rights
      of
      the Holders of any other of the Notes, or to obtain or seek to obtain priority
      over or preference to any other such Holder, or to enforce any right, under
      this
      Agreement except in the manner provided in this Agreement and for the equal,
      ratable, and common benefit of all Noteholders. For the protection and
      enforcement of the provisions of this Section 13.3, each Noteholder and the
      Trust Collateral Agent shall be entitled to such relief as can be given either
      at law or in equity. Nothing in this Agreement shall be construed as giving
      the
      Noteholders any direct right to make a claim on the Note Policy.]

     

    
      
         

      

      
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    SECTION
      13.4.   Governing
      Law.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THIS
      AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO
      CONFLICT OF LAWS PRINCIPLES (EXCEPT WITH REGARD TO THE UCC).

     

    SECTION
      13.5.   Notices.

     

    (a)
        All
      demands, notices and communications upon or to the Issuer, the Transferor,
      the
      Servicer, the Trust Collateral Agent, [the Note Insurer,] Standard & Poor's
      or Moody's under this Agreement shall be in writing, and delivered (i)
      personally, (ii) by certified mail, return receipt requested, (iii) by Federal
      Express or similar overnight courier service or (iv) by telecopy, and shall
      be
      deemed to have been duly given upon receipt (a) in the case of the Issuer,
      in
      care of the Owner Trustee at the following address: ____________, __________,
      Attention: (Telecopy: _____________), (b) in the case of the Transferor, at
      the
      following address: One Mack Centre Drive, Paramus, New Jersey 07652 (Telecopy:
      (201) 262-6868), Attention: General Counsel, or at such other address as shall
      be designated by the Transferor in a written notice to the Trust Collateral
      Agent, (c) in the case of the Servicer, at the following address: One Mack
      Centre Drive, Paramus, New Jersey 07652 (Telecopy: (201) 262-6868), Attention:
      General Counsel, (d) in the case of the Trust Collateral Agent, at the Corporate
      Trust Office (Telecopy: __________), (e) in the case of the Custodian, at the
      Corporate Trust Office (Telecopy: __________), (f) in the case of Standard
&
Poor's, via electronic delivery to servicer_reports@sandp.com, or, for any
      information not available in electronic format, to Standard and Poor's Ratings
      Services, 55 Water Street, 41st Floor, New York, New York 10041-0003, Attention:
      ABS Surveillance Group, (g) in the case of Moody's, at the following address:
      99
      Church Street, New York, New York 10007, Attention: ABS Monitoring Department
      and (h) [in the case of the Note Insurer, at the following address:
      ________________, Attention: ________________, Re: Long Beach Acceptance Auto
      Receivables Trust 20__-_.] Any notice required or permitted to be mailed to
      a
      Noteholder shall be given by Federal Express or similar overnight courier
      service, postage prepaid, at the address of such Holder as shown in the Note
      Register. Any notice so mailed within the time prescribed in this Agreement
      shall be conclusively presumed to have been duly given, whether or not the
      Noteholder shall receive such notice.

     

    
      
         

      

      
        66

        
          

        

      

      
         

      

    

    (b)
        The
      Trust
      Collateral Agent shall give prompt written notice to each of the Transferor,
      the
      Rating Agencies and each Noteholder of [(i) any amendments to the Insurance
      Agreement or the Note Policy (upon receipt of written notice of any such
      amendments from LBAC or the Servicer), (ii)] any change in the identity of
      the
      Note Paying Agent [and (iii) any failure to make payment under the Note
      Policy].

     

    SECTION
      13.6.   Severability
      of Provisions.
      If any
      one or more of the covenants, agreements, provisions, or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions, or terms shall be deemed severable from the remaining
      covenants, agreements, provisions, or terms of this Agreement and shall in
      no
      way affect the validity or enforceability of the other provisions of this
      Agreement or of the Notes or the rights of the Holders thereof.

     

    SECTION
      13.7.   Assignment
      to Indenture Trustee.
      The
      Transferor hereby acknowledges and consents to any mortgage, pledge, assignment
      and grant of a security interest by the Issuer to the Indenture Trustee pursuant
      to the Indenture for the benefit of the Noteholders [and the Note Insurer]
      of
      all right, title and interest of the Issuer in, to and under the Receivables
      and/or the assignment of any or all of the Issuer's rights and obligations
      hereunder to the Indenture Trustee.

     

    SECTION
      13.8.   Limitation
      of Liability of Owner Trustee, Custodian and Trust Collateral
      Agent.

     

    (a)
        Notwithstanding
      anything contained herein to the contrary, this Agreement has been countersigned
      by [Name of owner trustee] not in its individual capacity but solely in its
      capacity as Owner Trustee of the Issuer and in no event shall [Name of owner
      trustee] in its individual capacity or, except as expressly provided in the
      Trust Agreement, as Owner Trustee, have any liability for the representations,
      warranties, covenants, agreements or other obligations of the Issuer hereunder
      or in any of the certificates, notices or agreements of the Issuer delivered
      pursuant hereto, as to all of which recourse shall be had solely to the assets
      of the Issuer. For all purposes of this Agreement, in the performance of its
      duties or obligations hereunder or in the performance of any duties or
      obligations of the Issuer hereunder, the Owner Trustee shall be subject to,
      and
      entitled to the benefits of, the terms and provisions of the Trust
      Agreement.

     

    (b)
        Notwithstanding
      anything contained herein to the contrary, this Agreement has been executed
      and
      delivered by ____________, not in its individual capacity but solely as Back-up
      Servicer, Custodian and Trust Collateral Agent and in no event shall
      ____________ have any liability for the representations, warranties, covenants,
      agreements or other obligations of the Issuer hereunder or in any of the
      certificates, notices or agreements of the Issuer delivered pursuant hereto,
      as
      to all of which recourse shall be had solely to the assets of the
      Issuer.

     

    
      
         

      

      
        67

        
          

        

      

      
         

      

    

    SECTION
      13.9.   Independence
      of the Servicer.
      For all
      purposes of this Agreement, the Servicer shall be an independent contractor
      and
      shall not be subject to the supervision of the Issuer, the Trust Collateral
      Agent, the Back-up Servicer or the Owner Trustee with respect to the manner
      in
      which it accomplishes the performance of its obligations hereunder. Unless
      expressly authorized by this Agreement, the Servicer shall have no authority
      to
      act for or represent the Issuer or the Owner Trustee in any way and shall not
      otherwise be deemed an agent of the Issuer or the Owner Trustee.

     

    SECTION
      13.10.   No
      Joint Venture.
      Nothing
      contained in this Agreement (i) shall constitute the Servicer and either of
      the
      Issuer or the Owner Trustee as members of any partnership, joint venture,
      association, syndicate, unincorporated business or other separate entity, (ii)
      shall be construed to impose any liability as such on any of them or (iii)
      shall
      be deemed to confer on any of them any express, implied or apparent authority
      to
      incur any obligation or liability on behalf of the others.

     

    SECTION
      13.11.   Nonpetition
      Covenant.
      None of
      the Transferor, the Servicer, the Trust Collateral Agent, the Custodian, the
      Back-up Servicer or LBAC shall, prior to the date which is one year and one
      day
      after the termination of this Agreement with respect to the Issuer or the
      Transferor, petition or otherwise invoke the process of any court or government
      authority for the purpose of commencing or sustaining a case against the Issuer
      or the Transferor under any Federal or State bankruptcy, insolvency or similar
      law or appointing a receiver, liquidator, assignee, trustee, custodian,
      sequestrator or other similar official of the Issuer or the Transferor or any
      substantial part of its property, or ordering the winding up or liquidation
      of
      the affairs of the Issuer or the Transferor.

     

    SECTION
      13.12.   Third
      Party Beneficiaries.
      Except
      as otherwise specifically provided herein with respect to Noteholders and the
      Certificateholder, the parties to this Agreement hereby manifest their intent
      that no third party other than [the Note Insurer,] the Owner Trustee and the
      Custodian with respect to the indemnification provisions set forth herein,
      shall
      be deemed a third party beneficiary of this Agreement, and specifically that
      the
      Obligors are not third party beneficiaries of this Agreement. [The Note Insurer
      and its successors and assigns shall be a third-party beneficiary to the
      provisions of this Agreement, and shall be entitled to rely upon and directly
      enforce such provisions of this Agreement so long as no Note Insurer Default
      shall have occurred and be continuing. Except as expressly stated otherwise
      herein or in the Basic Documents, any right of the Note Insurer to direct,
      appoint, consent to, approve of or take any action under this Agreement, shall
      be a right exercised by the Note Insurer in its sole and absolute discretion.
      The Note Insurer may disclaim any of its rights and powers under this Agreement
      (but not its duties and obligations under the Note Policy) upon delivery of
      a
      written notice to the Trust Collateral Agent.]

     

    SECTION
      13.13.   Consent
      to Jurisdiction.

     

    (a)
        TO
      THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY
      IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT
      FOR
      THE SOUTHERN DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK LOCATED
      IN THE CITY AND COUNTY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,
      IN
      ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND TO OR IN CONNECTION WITH
      ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTION OR FOR RECOGNITION OR
      ENFORCEMENT OF ANY JUDGMENT, AND THE PARTIES HERETO HEREBY IRREVOCABLY AND
      UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
      PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH NEW YORK STATE COURT OR IN SUCH
      FEDERAL COURT. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH
      ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
      JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
      TO
      THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE AND
      AGREE NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH
      SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
      THE
      JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT
      IN
      AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS
      IMPROPER OR THAT THE RELATED DOCUMENTS OR THE SUBJECT MATTER THEREOF MAY NOT
      BE
      LITIGATED IN OR BY SUCH COURTS.

     

    
      
         

      

      
        68

        
          

        

      

      
         

      

    

    (b)
        To
      the
      extent permitted by applicable law, the parties hereto shall not seek and hereby
      waive the right to any review of the judgment of any such court by any court
      of
      any other nation or jurisdiction which may be called upon to grant an
      enforcement of such judgment.

     

    (c)
        Each
      of
      LBAC and the Transferor hereby agree that until such time at the Notes and
      the
      Reimbursement Obligations have been paid in full [and the Note Policy has
      expired in accordance with its terms], each of LBAC and the Transferor shall
      have appointed[, with prior written notice to the Note Insurer], an agent
      registered with the Secretary of State of the State of New York, with an office
      in the County of New York in the State of New York, as its true and lawful
      attorney and duly authorized agent for acceptance of service of legal process
      (which as of the date hereof is [National Registered Agents, Inc., whose address
      is 105 Chambers Street, New York, New York 10007]). Each of LBAC and the
      Transferor agrees that service of such process upon such Person shall constitute
      personal service of such process upon it.

     

    SECTION
      13.14.   Headings.
      The
      headings of articles and sections and the table of contents contained in this
      Agreement are provided for convenience only. They form no part of this Agreement
      and shall not affect its construction or interpretation. Unless otherwise
      indicated, all references to articles and sections in this Agreement refer
      to
      the corresponding articles and sections of this Agreement.

     

    SECTION
      13.15.   Trial
      by Jury Waived.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT
      TO
      A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY
      OUT
      OF, UNDER OR IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS OR THE
      TRANSACTION. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
      OR ATTORNEY OF ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
      IT
      WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
      AND
      (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THE TRANSACTION
      DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THIS
      WAIVER.

     

    
      
         

      

      
        69

        
          

        

      

      
         

      

    

    SECTION
      13.16.   Entire
      Agreement

     

    .
      This
      Agreement sets forth the entire agreement between the parties with respect
      to
      the subject matter hereof, and this Agreement supersedes and replaces any
      agreement or understanding that may have existed between the parties prior
      to
      the date hereof in respect of such subject matter.

     

    SECTION
      13.17.   [Effect
      of Policy Expiration Date

     

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

     

    


     


    
      
        
          


        

         

      

      
        70

        
          

        

      

      
         

        
          


        

      

    



    IN
      WITNESS WHEREOF, the Issuer, the Transferor, the Originator, the Servicer,
      the
      Trust Collateral Agent, the Back-up Servicer and the Custodian have caused
      this
      Sale and Servicing Agreement to be duly executed by their respective officers
      as
      of the day and year first above written.

     

    
      	 	
              LONG
                BEACH ACCEPTANCE RECEIVABLES CORP., as Transferor

               

              By:__________________________________

              Name:

              Title:

            
	 	
               

              LONG
                BEACH ACCEPTANCE CORP.,

              as
                Originator and Servicer

               

              By:__________________________________

              Name:

              Title:

            
	 	
               

              [___________________________],

              as
                Back-up Servicer, Custodian and Trust Collateral Agent

               

              By:__________________________________

              Name:

              Title:

            
	 	
               

              LONG
                BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-_, as Issuer

               

              By:[Name
                of owner trustee], not in its individual capacity, but solely as
                Owner
                Trustee

               

              By:__________________________________

              Name:

              Title:

            


    

     

    [Sale
      and
      Servicing Agreement]

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    ANNEX
      A

    


    DEFINED
      TERMS

    


    



    
      
        
          Annex
            A

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-1

     

    Issuer's
      Certificate

    pursuant
      to Section 3.4

    of
      the
      Sale and Servicing

    Agreement

     

    Reference
      is made to the Sale and Servicing Agreement (the "Agreement"), dated as of
      __________, 20__, among Long Beach Acceptance Receivables Corp., Long Beach
      Acceptance Corp., as originator and as servicer, ____________, as trust
      collateral agent, custodian and back-up servicer and Long Beach Acceptance
      Auto
      Receivables Trust 20__-_, as issuer (the "Issuer"). The Issuer does hereby
      sell,
      transfer, assign, and otherwise convey to LBAC, without recourse,
      representation, or warranty, all of the Issuer's right, title, and interest
      in
      and to all of the Receivables (as defined in the Agreement) identified in the
      attached Servicer's Certificate as "Purchased Receivables," which are to be
      repurchased by LBAC pursuant to Section 3.4 of the Agreement, and all security
      and documents relating thereto.

     

    IN
      WITNESS WHEREOF I have hereunto set my hand this __ day of ________________,
      ___.

     

    



    
      
        
          A-1-1

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      A-2

     

    Issuer's
      Certificate

     

    pursuant
      to Section 4.7

     

    of
      the
      Sale and Servicing

     

    Agreement

     

    Reference
      is made to the Sale and Servicing Agreement (the "Agreement"), dated as of
      __________, 20__, among Long Beach Acceptance Receivables Corp., Long Beach
      Acceptance Corp., as originator and as servicer, _______________, as trust
      collateral agent, custodian and back-up servicer and Long Beach Acceptance
      Auto
      Receivables Trust 20__-_, as issuer (the "Issuer"). The Issuer does hereby
      sell,
      transfer, assign, and otherwise convey to the Servicer, without recourse,
      representation, or warranty, all of the Issuer's right, title, and interest
      in
      and to all of the Receivables (as defined in the Agreement) identified in the
      attached Servicer's Certificate as "Purchased Receivables," which are to be
      purchased by the Servicer pursuant to Section 4.7 of the Agreement, and all
      security and documents relating thereto.

     

    IN
      WITNESS WHEREOF I have hereunto set my hand this __ day of ________________,
      ____.

     

    



    
      
        
          A-2-1

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      B-1

     

    SERVICER'S
      CERTIFICATE

     

    LONG
      BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-_

     

    _____%
      ASSET-BACKED NOTES, CLASS A

     

    


     

    


    



    
      
        
          B-1-1

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      B-2

     

    Form
      of
      Loan Master File Layout

     

    



    
      
        
          B-2-1

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      C

     

    Intentionally
      Omitted

     

    



    
      
        
          C-1

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      D

     

    PAYMENT
      DEFERMENT POLICY

     

    


     


    
      
        D-1

        


         

      

      
         

        
          

        

      

      
         

      

    


    DUE
      DATE CHANGE POLICY

     

    


     

    



    
      
        
          D-2

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      E

     

    Documentation
      Checklist

     

    CUSTOMER:

     

    ACCOUNT
      NUMBER:

     

    This
      funding package contains the following initialed items:

     

    
      	
               1. 

            	
              Installment
                contract with proper signatures and Dealer endorsements

            	
              1._____________

            
	
               2. 

            	
              Copy
                of signed credit application

            	
              2._____________

            
	
               3. 

            	
              References
                as described in the Program Guidelines

            	
              3._____________

            
	
               4. 

            	
              Proof
                of income as described in the Program Guidelines

            	
              4._____________

            
	
               5. 

            	
              Copy
                of driver's license for all licensed signors

            	
              5._____________

            
	
               6. 

            	
              Title
                information (application and copy of existing title, receipt of
                registration, or title copy 

              already
                received) with lien notation thereon, or Dealer Title
                Guaranty

            	
              6._____________

            
	
               7. 

            	
              Invoice
                or copy of computer screen printout showing NADA value, NADA book
                page,
                Kelley 

              printout
                or Kelley Blue Book page

            	
              7._____________

            
	
               8. 

            	
              In
                the case of a used Financed Vehicle, odometer statement (if not on
                title
                info)

            	
              8._____________

            
	
               9. 

            	
              Signed
                agreement to provide insurance and verification paper or other evidence
                of
                verification 

              of
                insurance coverage

            	
              9._____________

            
	
               10. 

            	
              Notice
                to cosignor, if required

            	
              10.____________

            
	
               11. 

            	
              Service
                contract or warranty papers

            	
              11.____________

            
	
               12. 

            	
              Life,
                accident, health and GAP insurance policy copies, as
                applicable

            	
              12.____________

            
	
               13. 

            	
              Signed
                purchase order from dealer to customer

            	
              13.____________

            


    

    



    
      
        
          E-1

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      F

     

    [Form
      of
      Request for Transfer of Possession]

     

    ___________,
      20__

     

    [Name
      of
      indenture trustee]

    ____________________

    ____________________

    Attention:
      ____________________

     

    Attention:
      __________

    Telephone:
      ___________

    Telecopy:
      ____________

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to the Sale and Servicing Agreement, dated as of _______________, 20__
      (the "Sale and Servicing Agreement"), among LONG BEACH ACCEPTANCE RECEIVABLES
      CORP., a Delaware corporation, as transferor, LONG BEACH ACCEPTANCE CORP.,
      a
      Delaware corporation, as originator and servicer, LONG BEACH ACCEPTANCE AUTO
      RECEIVABLES TRUST 20__-_, a Delaware business trust, as issuer (the "Issuer"),
      ____________________, a ____________________, as trust collateral agent, back-up
      servicer and custodian (in such capacity, the "Custodian"). Capitalized terms
      used but not defined in this letter have the meanings set forth in the Sale
      and
      Servicing Agreement.

     

    The
      Servicer hereby requests that the Custodian transfer possession of the Legal
      Files, or such portion of the Legal Files as is identified herein, relating
      to
      the Receivables listed in Annex A hereto to [the Servicer] [________________
      as
      subservicer (the "Subservicer") for the Servicer] [for purposes of collection
      or
      presentation, renewal or registration of transfer (unless the related
      Receivables' Owner objects to this request to the Custodian (i) by 5:00 PM
      on
      the same Business Day this request is made if it is made by 1:00 PM or (ii)
      by
      11:00 AM on the next Business Day if this request is made after 1:00 PM] [for
      purposes of correcting deficiencies in the Legal Files], the possession of
      which
      is transferred pursuant to this request will be transferred subject to a
      Custodial Letter duly executed by [the Servicer] [the Subservicer] and a
      Transfer Notice duly executed by the Custodian. [The portion of the Legal Files
      requested for transfer of possession hereunder is ___________.]

     

    Very
      truly yours,

    


    LONG
      BEACH ACCEPTANCE CORP.

    


    By:__________________________________

    Name:________________________________

    Title:_________________________________

    



    
      
        
          F-1

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    EXHIBIT
      G

     

    [Form
      of
      Custodial Letter]

     

    ___________,
      20__

     

    [Name
      of
      indenture trustee]

    ____________________

    ____________________

    Attention:
      ____________________

     

    Attention:
      __________

    Telephone:
      ___________

    Telecopy:
      ____________

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to the Sale and Servicing Agreement, dated as of __________, 20__ (the
      "Sale and Servicing Agreement"), among LONG BEACH ACCEPTANCE RECEIVABLES CORP.,
      a Delaware corporation, as transferor, LONG BEACH ACCEPTANCE CORP., a Delaware
      corporation, as originator and servicer, LONG BEACH ACCEPTANCE AUTO RECEIVABLES
      TRUST 20__-_, a Delaware business trust, as issuer (the "Issuer"), ___________,
      a ___________, as trust collateral agent, custodian and back-up servicer.
      Capitalized terms used but not defined in this letter have the meanings set
      forth in the Sale and Servicing Agreement.

     

    [The
      Servicer] [_____________________, as Subservicer (the "Subservicer") for the
      Servicer] acknowledges that the Issuer is owner of all Receivables (and their
      proceeds). The Agreement provides that the Servicer, or the Subservicer, may
      request from time to time that possession of all or a portion of the Legal
      Files
      delivered to and held by the Custodian pursuant to the Sale and Servicing
      Agreement be transferred to [the Servicer] [the Subservicer] [for purposes
      of
      collection, or presentation, renewal or registration of transfer] [for purposes
      of correcting deficiencies in the Legal Files]. Subject to the terms of the
      Sale
      and Servicing Agreement, the Custodian is authorized to so transfer possession
      of such Legal Files, or portion thereof, such transfer of possession to be
      accomplished pursuant to a Transfer Notice substantially in the form of Annex
      A
      to this Custodial Letter.

     

    [The
      Servicer] [The Subservicer] hereby agrees as follows:

     

    (a) [The
      Servicer] [The Subservicer] acknowledges that the possession of any such Legal
      Files will be so transferred subject to this Custodial Letter and that they
      are
      and will continue to be the sole property of the Issuer.

     

    (b) [The
      Servicer] [The Subservicer] agrees that such Legal Files will be returned to
      the
      Custodian immediately upon notice by the Custodian or the Trust Collateral
      Agent
      that sixty (60) days have elapsed from the date of such transfer; provided,
      that
      instead of sixty (60) days, the time limit applicable to any certificate of
      title is one hundred twenty (120) days.

     

    
      
        
          G-1

          


           

        

        
           

          
            

          

        

        
           

        

      

    

    (c) The
      Legal
      Files will not be used for any purpose other than that for which [the Servicer]
      [the Subservicer] hereby requests such transfer of possession.

     

    (d) At
      all
      times while the Legal Files are in [the Servicer's] [the Subservicer's]
      possession, [the Servicer] [the Subservicer] will hold the Legal Files IN TRUST
      for the Indenture Trustee, the Issuer, the Noteholders and the Note
      Insurer.

     

    (e) [The
      Servicer] [The Subservicer] will include this Custodial Letter and each Transfer
      Notice in its business records.

     

    (f) [The
      Servicer] [The Subservicer] will not deliver the Legal Files to any person
      other
      than the Custodian except with the prior written consent of the Trust Collateral
      Agent.

     

    This
      Custodial Letter shall be governed by and construed in accordance with the
      laws
      of the State of Texas.

     

    
      LONG
        BEACH ACCEPTANCE CORP.

      


      By:__________________________________

      Name:________________________________

      Title:_________________________________



     

    
          [SUBSERVICER'S
        NAME]

      


          By:__________________________________

          Name:________________________________

          Title:_________________________________

    

     

    
 

    
      
        G-2

        


         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      G
      - ANNEX A to Custodial Letter

     

    [Form
      of
      Transfer Notice]

     

    [Long
      Beach Acceptance Corp.

    One
      Mack
      Centre Drive

    Paramus,
      New Jersey 07652

    Telecopy:
      (201) 262-6868]

     

    [Subservicer
      (the "Subservicer")

    Address

    Address

    Telecopy:_______________________]

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to the Sale and Servicing Agreement, dated as of __________, 20__ (the
      "Sale and Servicing Agreement"), among LONG BEACH ACCEPTANCE RECEIVABLES CORP.,
      a Delaware corporation, as transferor, LONG BEACH ACCEPTANCE CORP., a Delaware
      corporation, as originator and servicer, LONG BEACH ACCEPTANCE AUTO RECEIVABLES
      TRUST 20__-_, a Delaware business trust, as issuer (the "Issuer"), ___________,
      a ___________, as trust collateral agent, back-up servicer and custodian.
      Capitalized terms used but not defined in this letter have the meanings set
      forth in the Sale and Servicing Agreement.

     

    The
      possession of the Legal Files relating to the Receivables listed in Annex A
      is
      transferred to you IN TRUST for the Issuer, the Indenture Trustee, the Note
      Holders [and the Note Insurer], subject to the terms and provisions of the
      Sale
      and Servicing Agreement, and subject to the Custodial Letter you executed
      pursuant to Section 3.5(c) of the Sale and Servicing Agreement.

     

     

                      Very
        truly
        yours,

       

                      [NAME
        OF TRUST
        COLLATERAL AGENT]

      


                      By:__________________________________

                      Name:________________________________

                      Title:_________________________________

    

     

     

     

    
 

    
      
        G-3

        


         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      G
      - ANNEX A to Transfer Notice

     

    
      	
              Receivable

              Number

            	 	
              Amount
                of

              Receivable

            	 	
              Name
                of

              Receivable
                Borrower

            
	 	 	 	 	 
	 	 	 	 	 


    

    


    


    


    



    
      
        
          G-4

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    SCHEDULE
      A

     

    SCHEDULE
      OF RECEIVABLES

     

    



    
      
        
          Schedule
            A-1

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    SCHEDULE
      B

     

    Location
      of Receivable Files

     

    One
      Mack
      Centre Drive

    Paramus,
      New Jersey 07652

    


    Location
      of Legal Files

    


    


    [Custodian
      Address]

    
      	Attention:    	
              Loan
                Document

              Custody
                - Long Beach Acceptance

              Auto
                Receivables Trust 20__-_

            


    

    


    



    
      
        
          Schedule
            B-1

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    SCHEDULE
      C

     

    Delivery
      Requirements

     

    The
      Trust
      Collateral Agent shall have sole control over each such investment and the
      income thereon, and any certificate or other instrument evidencing any such
      investment, if any shall, except for clearing corporation securities, be
      delivered directly to the Trust Collateral Agent or its agent, together with
      each document of transfer, if any, necessary to transfer title to such
      investment to the Trust Collateral Agent in a manner that complies with this
      Agreement and the requirements of the definition of Eligible
      Investments.

     

    

      
        
          
            Schedule
              C-1