Common use of ACCEPTANCE OF LEGAL FILES BY CUSTODIAN Clause in Contracts

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.

ACCEPTANCE OF LEGAL FILES BY CUSTODIAN. The Custodian acknowledges receipt of files which the Transferor has represented are the Legal Files relating to the Initial 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 Initial Receivables and hereby acknowledges that it has determined that it has received a file for each Initial Receivable identified in Schedule A to this Agreement. The Custodian declares that it holds and will continue to hold such files, any Receivable Files relating to Subsequent Receivables and, in each case, 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 or the related Subsequent Transfer Date, as applicable 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 or the related Subsequent Transfer Date, as applicable 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 Certificate 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] 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 the related Subsequent Transfer Date, as the case may be, 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] 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 in the case of the Initial Receivables, or the related Subsequent Transfer Date, in the case of the Subsequent Receivables occurs, 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.

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, files and 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 NoteholdersNoteholders and, after the Notes are retired and the Note Insurer has been paid all amounts due to it, for the Certificateholder. 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] 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, 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] 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 DateDate occurs, 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.

ACCEPTANCE OF LEGAL FILES BY CUSTODIAN. The Custodian acknowledges receipt of files which the Transferor Depositor has represented are the Legal Files relating to the Initial 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 Initial 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, files and any amendments, replacements or supplements thereto (including, without limitation, the Legal Files relating to any Subsequent Receivables) and all other Trust Assets as custodian, agent and bailee for the Trust Collateral Agent Trustee in trust for the use and benefit of all present and future NoteholdersCertificateholders. The Custodian shall review each Legal File delivered to it no later than the Closing Date or the related Subsequent Transfer Date, as the case may be, to determine whether whether, and shall certify on the Closing Date or the related Subsequent Transfer Date, as the case may be, that, 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 Certificate 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 Trustee (if at such time the Trust Collateral Agent Trustee is not also the Custodian hereunder), LBAC, the TransferorDepositor, the Back-up Servicer [and the Note Insurer] Certificate 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 5.54.5. The sole remedy of the Indenture Trustee, the Trust Collateral AgentTrust, the Issuer or the Noteholders Certificateholders with respect to a breach pursuant to this Section 3.4 2.7 shall be to require LBAC to purchase the Receivables pursuant to this Section 3.42.7. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trust Collateral Agent Trustee 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 Trustee and are necessary to vest in LBAC or such designee the IssuerTrustee'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 [Trustee and the Note Certificate Insurer]. On the date which is 90 days following the Closing Date or the related Subsequent Transfer Date, oras the case may be, if such date is not a Business Dayor in either case, on the next succeeding Business Day, the Custodian shall inform LBAC and the other parties to this Agreement [and the Note Insurer] Certificate 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, date which is 150 days following the Closing Date, in the case of the Initial Receivables, or the related Subsequent Transfer Date, in the case of the Subsequent Receivables, occurs 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 5.54.5. The Transferor Depositor shall have no obligation to repurchase any Receivable upon a breach pursuant to this Section 3.42.7. The Transferor Depositor shall have no liability for any action taken or omitted to be taken by LBAC pursuant to this Section 3.42.7.

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, files and 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 Certificate 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] 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 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 or the next succeeding Business Day, the Custodian shall inform LBAC and the other parties to this Agreement [and the Note Insurer] 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.

ACCEPTANCE OF LEGAL FILES BY CUSTODIAN. The Custodian acknowledges receipt of files which the Transferor Depositor has represented are the Legal Files relating to the [Initial] 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 [Initial] 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, files and any amendments, replacements or supplements thereto [(including, without limitation, the Legal Files relating to any Subsequent Receivables)] and all other Trust Assets as custodian, agent and bailee for the Trust Collateral Agent Trustee in trust for the use and benefit of all present and future NoteholdersCertificateholders. The Custodian shall review each Legal File delivered to it no later than the Closing Date [or the related Subsequent Transfer Date, as the case may be,] to determine whether whether, and shall certify on the Closing Date [or the related Subsequent Transfer Date, as the case may be,] that, 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 Certificate 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 Trustee (if at such time the Trust Collateral Agent Trustee is not also the Custodian hereunder), LBAC, the TransferorDepositor, the Back-up Servicer [and the Note Certificate 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 5.54.5. The sole remedy of the Indenture Trustee, the Trust Collateral AgentTrust, the Issuer or the Noteholders Certificateholders with respect to a breach pursuant to this Section 3.4 2.7 shall be to require LBAC to purchase the Receivables pursuant to this Section 3.42.7. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trust Collateral Agent Trustee 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 Trustee and are necessary to vest in LBAC or such designee the IssuerTrustee'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 Trustee [and the Note Certificate Insurer]. On the date which is 90 days following the Closing Date or the related Subsequent Transfer Date, oras the case may be, if such date is not a Business Dayor in either case, on the next succeeding Business Day, the Custodian shall inform LBAC and the other parties to this Agreement [and the Note Certificate 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, date which is 150 days following the Closing Date, in the case of the [Initial] Receivables, [or the related Subsequent Transfer Date, in the case of the Subsequent Receivables,] occurs 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 5.54.5. The Transferor Depositor shall have no obligation to repurchase any Receivable upon a breach pursuant to this Section 3.42.7. The Transferor Depositor shall have no liability for any action taken or omitted to be taken by LBAC pursuant to this Section 3.42.7.

ACCEPTANCE OF LEGAL FILES BY CUSTODIAN. The Custodian acknowledges receipt of files which the Transferor has represented are the Legal Files relating to the Initial 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 Initial Receivables and hereby acknowledges that it has determined that it has received a file for each Initial Receivable identified in Schedule A to this Agreement. The Custodian declares that it holds and will continue to hold such files, any Receivable Files relating to Subsequent Receivables and, in each case, 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 or the related Subsequent Transfer Date, as applicable 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 or the related Subsequent Transfer Date, as applicable 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] 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 the related Subsequent Transfer Date, as the case may be, 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] 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 in the case of the Initial Receivables, or the related Subsequent Transfer Date, in the case of the Subsequent Receivables occurs, 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.

ACCEPTANCE OF LEGAL FILES BY CUSTODIAN. The Custodian acknowledges receipt of files which the Transferor Depositor has represented are the Legal Files relating to the Initial 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 Initial 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, files and any amendments, replacements or supplements thereto (including, without limitation, the Legal Files relating to any Subsequent Receivables) and all other Trust Assets as custodian, agent and bailee for the Trust Collateral Agent Trustee in trust for the use and benefit of all present and future NoteholdersCertificateholders. The Custodian shall review each Legal File delivered to it no later than the Closing Date or the related Subsequent Transfer Date, as the case may be, to determine whether whether, and shall certify on the Closing Date or the related Subsequent Transfer Date, as the case may be, that, 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 Certificate 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 Trustee (if at such time the Trust Collateral Agent Trustee is not also the Custodian hereunder), LBAC, the TransferorDepositor, the Back-up Servicer [and the Note Insurer] Certificate 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 5.54.5. The sole remedy of the Indenture Trustee, the Trust Collateral AgentTrust, the Issuer or the Noteholders Certificateholders with respect to a breach pursuant to this Section 3.4 2.7 shall be to require LBAC to purchase the Receivables pursuant to this Section 3.42.7. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trust Collateral Agent Trustee 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 Trustee and are necessary to vest in LBAC or such designee the IssuerTrustee'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 [Trustee and the Note Certificate Insurer]. On the date which is 90 days following the Closing Date or the related Subsequent Transfer Date, oras the case may be, if such date is not a Business Dayor in either case, on the next succeeding Business Day, the Custodian shall inform LBAC and the other parties to this Agreement [and the Note Insurer] Certificate Insurer of any Receivable for which the related Legal File on such date does not include a Lien Certificate, and LBAC shall repurchase any 37 such Receivable as of the last day of the Collection Period in which the date, date which is 150 days following the Closing Date, in the case of the Initial Receivables, or the related Subsequent Transfer Date, in the case of the Subsequent Receivables, occurs 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 5.54.5. The Transferor Depositor shall have no obligation to repurchase any Receivable upon a breach pursuant to this Section 3.42.7. The Transferor Depositor shall have no liability for any action taken or omitted to be taken by LBAC pursuant to this Section 3.42.7.