Common use of Backup Servicer Clause in Contracts

Backup Servicer. (a) On or before the date on which the initial Purchase occurs, until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Deal Agent and the Secured Parties, the following duties and obligations: (i) On or before the Initial Purchase Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Monthly Reports in hard copy and in an electronic format acceptable to the Servicer and the Backup Servicer. (ii) Not later than 12:00 noon New York time two Business Days prior to each Reporting Date, the Backup Servicer shall accept delivery of tape from the Servicer, which shall include but not be limited to the following information: the name, number and name of the related Lessee for each Contract, the collection status, the contract status, the principal balance, and the ADCB as of the related Determination Date, the Scheduled Payments for each Contract, the Discount Rate for each Contract, the maturity date for each Contract and any other information set forth in the Monthly Report (the "Tape"). The Servicer shall provide the Tape on each Reporting Date as described above. If the Servicer fails to provide the Tape to the Backup Servicer by the time set forth in clause (ii) above, the Backup Servicer shall have the greater of (i) two (2) Business Days, or (ii) such other period of time provided herein, to perform the review set forth in clause (b)(i) below. (b) Prior to each Payment Date, and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Secured Parties and the Deal Agent, the following duties and obligations: (i) Prior to the related Payment Date, the Backup Servicer shall review the Monthly Report to ensure that it is complete on its face and that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (A) the ADCB, (B) the average ADCB, (C) the Discounted Contract Balances of the Contracts that are 30-60 days past due, (D) the Discounted Contract Balances of the Contracts that are 61-90 days past due, (E) the Discounted Contract Balances of the Contracts that are 90+ days past due, (F) the Discounted Contract Balances of the Contracts that are Defaulted Contracts, (G) the Delinquency Ratio and (H)

Backup Servicer. (a) On or before the date on which the initial Purchase occurs, until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Deal Agent and the Secured Parties, the following duties and obligations: (i) On or before the Initial Purchase Closing Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Monthly Reports in hard copy and on computer tape; provided, however, the computer tape is in an electronic MS-DOS, PC readable ASCII format acceptable or format to be agreed upon by the Backup Servicer and the Backup ServicerServicer on or prior to closing. (ii) Not later than 12:00 noon New York time two Business Days prior to each Reporting Date, the Backup Servicer shall accept delivery of tape from the Servicer, which shall include but not be limited to the following information: the name, number and name of the related Lessee for each Contract, the collection status, the contract status, the principal balance, balance and the ADCB as of the related Determination Date, the Scheduled Payments for each Contract, the Discount Rate for each Contract, the maturity date for each Contract and any other information set forth in the Monthly Report (the "Tape"). The Servicer shall provide provide, or cause the Subservicer to provide, the Tape on each Reporting Date as described above. If the Servicer fails to provide the Tape to the Backup Servicer by the time set forth in clause (ii) above, the Backup Servicer shall have the greater of (i) two (2) Business Days, or (ii) such other period of time provided herein, to perform the review set forth in clause (b)(i) below. (b) Prior to each Payment DateOn or before the date on which the initial Purchase occurs, and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Secured Parties and the Deal Agent, the following duties and obligations: (i) Prior to the related Payment Date, the Backup Servicer shall review the Monthly Report to ensure that it is complete on its face and that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (A) the ADCB, (B) the average ADCBBackup Servicing Fee, (C) the Discounted Contract Balances of Average ADCB, (D) the Contracts accounts that are 30-60 days past due, (DE) the Discounted Contract Balances of the Contracts accounts that are 61-90 days past due, (E) the Discounted Contract Balances of the Contracts accounts that are 90+ days past due, (F) the Discounted Contract Balances of the Contracts accounts that are Defaulted Contracts, (G) the Delinquency Ratio and (H)) the Default Ratio. The Backup Servicer shall notify the Deal Agent and the Servicer of any disagreements with the Monthly Report based on such review not later than the Business Day preceding such Payment Date to such Persons. (ii) If the Servicer disagrees with the report provided under paragraph (i) above by the Backup Servicer or if the Servicer or any subservicer has not reconciled such discrepancy, the Backup Servicer agrees to confer with the Servicer to resolve such disagreement on or prior to the next succeeding Determination Date and shall settle such discrepancy with the Servicer if possible, and notify the Deal Agent of the resolution thereof. The Servicer hereby agrees to cooperate at its own expense, with the Backup Servicer in reconciling any discrepancies herein. If within 20 days after the delivery of the report provided under paragraph (i) above by the Backup Servicer, such discrepancy is not resolved, the Backup Servicer shall promptly notify the Deal Agent of the continued existence of such discrepancy. Following receipt of such notice by the Deal Agent, the Servicer shall deliver to the Deal Agent, the Secured Parties, and the Backup Servicer no later than the related Payment Date a certificate describing the nature and amount of such discrepancies and the actions the Servicer proposes to take with respect thereto. With respect to the foregoing, the Backup Servicer, in the performance of its duties and obligations hereunder, is entitled to rely conclusively, and shall be fully protected in so relying, on the contents of each Tape, including, but not limited to, the completeness and accuracy thereof, provided by the Servicer. (c) After the receipt of an effective Termination Notice by the Servicer in accordance with this Agreement, all authority, power, rights and responsibilities of the Servicer, under this Agreement, whether with respect to the Contracts or otherwise shall pass to and be vested in the Backup Servicer, subject to and in accordance with the provisions of Section 6.25, as long as the Backup Servicer is not prohibited by an applicable provision of law from fulfilling the same, as evidenced by an Opinion of Counsel. (d) Any Person (i) into which the Backup Servicer may be merged or consolidated, (ii) which may result from any merger or consolidation to which the Backup Servicer shall be a party, or (iii) which may succeed to the properties and assets of the Backup Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Backup Servicer hereunder, shall be the successor to the Backup Servicer under this Agreement without further act on the part of any of the parties to this Agreement. (e) As compensation for its back-up servicing obligations hereunder, the Backup Servicer shall be entitled to receive the Backup Servicing Fee in respect of each Monthly Period (or portion thereof) until the first to occur of the date on which the Backup Servicer becomes a Successor Servicer, resigns or is removed as Backup Servicer or termination of this Agreement. (f) The Backup Servicer may resign at any time by not less than 120 days notice to the Deal Agent, the Liquidity Agent, the Servicer, the Seller and the Originator. In addition, the Backup Servicer may be removed without cause by the Deal Agent by notice then given in writing to the Servicer, the Seller and the Backup Servicer. In the event of any such resignation or removal, the Backup Servicer may be replaced by (i) the Servicer, acting with the consent of the Deal Agent or (ii) if no such replacement is appointed within 30 days following such removal or resignation, by the Deal Agent. (g) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any misconduct or negligence on the part of such agents, attorneys or custodians acting on the routine and ordinary day-to-day operations for and on behalf of the Backup Servicer. Neither the Backup Servicer nor any of its officers, directors, employees or agents shall be liable, directly or indirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses which result from the gross negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (h) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Seller, Secured Parties, Deal Agent, Liquidity Agent, Collateral Custodian and Backup Servicer, shall look only to the Servicer to perform such obligations. The Backup Servicer, and the Collateral Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party, including the Servicer (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party, (iii) the invalidity or unenforceability of any Asset or Contract under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Asset, Contract or any item of Equipment, or (v) the acts or omissions of any successor Backup Servicer.

Backup Servicer. (a) On or before the date on which the initial Purchase occurs, until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Deal Agent and the Secured Parties, the following duties and obligations: (i) On or before the Initial Purchase Closing Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Monthly Reports in hard copy and on computer tape; provided, however, the computer tape is in an electronic MS-DOS, PC readable ASCII format acceptable or format to be agreed upon by the Backup Servicer and the Backup ServicerServicer on or prior to closing. (ii) Not later than 12:00 noon New York time two Business Days prior to each Reporting Date, the Backup Servicer shall accept delivery of tape from the Servicer, which shall include but not be limited to the following information: the name, number and name of the related Lessee Obligor for each ContractLoan, the collection status, the contract status, the principal balance, balance and the ADCB as of the related Determination Date, the Scheduled Payments for each Contract, the Discount Rate for each Contract, the maturity date for each Contract and any other information set forth in the Monthly Report Aggregate Outstanding Loan Balance (the "Tape"). The Servicer shall provide the Tape on each Reporting Date as described above. If the Servicer fails to provide the Tape to the Backup Servicer by the time set forth in clause (ii) above, the Backup Servicer shall have the greater of (i) two (2) Business Days, or (ii) such other period of time provided herein, to perform the review set forth in clause (b)(i) below. (b) Prior to each Payment DateOn or before the date on which the initial Purchase occurs, and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Secured Parties and the Deal Agent, the following duties and obligations: (i) Prior to the related Payment Date, the Backup Servicer shall review the Monthly Report to ensure that it is complete on its face and that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (A) the ADCB, (B) the average ADCB, (C) the Discounted Contract Balances of the Contracts that are 30-60 days past due, (D) the Discounted Contract Balances of the Contracts that are 61-90 days past due, (E) the Discounted Contract Balances of the Contracts that are 90+ days past due, (F) the Discounted Contract Balances of the Contracts that are Defaulted Contracts, (G) the Delinquency Ratio and (H)the

Backup Servicer. (a) On or before the date on which the initial Purchase occurs, until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Deal Agent and the Secured Parties, the following duties and obligations: (i) On or before the Initial Purchase Closing Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Monthly Reports in hard copy and on computer tape; provided, -------- however, the computer tape is in an electronic MS-DOS, PC readable ASCII format acceptable or ------- format to be agreed upon by the Backup Servicer and the Backup ServicerServicer on or prior to closing. (ii) Not later than 12:00 noon New York time two Business Days prior to each Reporting Date, the Backup Servicer shall accept delivery of tape from the Servicer, which shall include but not be limited to the following information: the name, number and name of the related Lessee Obligor for each ContractLoan, the collection status, the contract status, the principal balance, balance and the ADCB as of the related Determination Date, the Scheduled Payments for each Contract, the Discount Rate for each Contract, the maturity date for each Contract and any other information set forth in the Monthly Report Aggregate Outstanding Loan Balance (the "Tape"). The Servicer shall provide the Tape on each Reporting Date as described above. If the Servicer fails to provide the Tape to the Backup Servicer by the time set forth in clause (ii) above, the Backup Servicer shall have the greater of (i) two (2) Business Days, or (ii) such other period of time provided herein, to perform the review set forth in clause (b)(i) below. (b) Prior to each Payment DateOn or before the date on which the initial Purchase occurs, and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Secured Parties and the Deal Agent, the following duties and obligations: (i) Prior to the related Payment Date, the Backup Servicer shall review the Monthly Report to ensure that it is complete on its face and that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (A) the ADCBAggregate Outstanding Loan Balance, (B) the average ADCBBackup Servicing Fee, (C) the Discounted Contract Balances of the Contracts Loans that are 30-60 days past due, (D) the Discounted Contract Balances of the Contracts Loans that are 61-90 days past due, (E) the Discounted Contract Balances of the Contracts Loans that are 90+ days past due, (F) the Discounted Contract Balances of the Contracts Loans that are Defaulted ContractsLoans, (G) the Delinquency Ratio Average Default Rate, and (H)) the Average Net Loss Ratio. The Backup Servicer shall notify the Deal Agent and the Servicer of any disagreements with the Monthly Report based on such review not later than the Business Day preceding such Payment Date to such Persons. (ii) If the Servicer disagrees with the report provided under paragraph (i) above by the Backup Servicer or if the Servicer or any subservicer has not reconciled such discrepancy, the Backup Servicer agrees to confer with the Servicer to resolve such disagreement on or prior to the next succeeding Determination Date and shall settle such discrepancy with the Servicer if possible, and notify the Deal Agent of the resolution

Backup Servicer. (a) On or before the date on which the initial Purchase occurs, until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Deal Agent and the Secured Parties, the following duties and obligations: (i) On or before the Initial Purchase Closing Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Monthly Reports in hard copy and on computer tape; provided, however, the computer tape is in an electronic MS-DOS, PC readable ASCII format acceptable or format to be agreed upon by the Backup Servicer and the Backup ServicerServicer on or prior to closing. (ii) Not later than 12:00 noon New York time two Business Days prior to each Reporting Date, the Backup Servicer shall accept delivery of tape from the Servicer, which shall include but not be limited to the following information: the name, number and name of the related Lessee Obligor for each ContractLoan, the collection status, the contract status, the principal balance, balance and the ADCB as of the related Determination Date, the Scheduled Payments for each Contract, the Discount Rate for each Contract, the maturity date for each Contract and any other information set forth in the Monthly Report Aggregate Outstanding Loan Balance (the "Tape"). The Servicer shall provide the Tape on each Reporting Date as described above. If the Servicer fails to provide the Tape to the Backup Servicer by the time set forth in clause (ii) above, the Backup Servicer shall have the greater of (i) two (2) Business Days, or (ii) such other period of time provided herein, to perform the review set forth in clause (b)(i) below. (b) Prior to each Payment DateOn or before the date on which the initial Purchase occurs, and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Secured Parties and the Deal Agent, the following duties and obligations: (i) Prior to the related Payment Date, the Backup Servicer shall review the Monthly Report to ensure that it is complete on its face and that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (A) the ADCBAggregate Outstanding Loan Balance, (B) the average ADCBBackup Servicing Fee, (C) the Discounted Contract Balances of the Contracts Loans that 75 81 are 30-60 days past due, (D) the Discounted Contract Balances of the Contracts Loans that are 61-90 days past due, (E) the Discounted Contract Balances of the Contracts Loans that are 90+ days past due, (F) the Discounted Contract Balances of the Contracts Loans that are Defaulted ContractsLoans, (G) the Delinquency Ratio Average Default Rate, and (H)) the Average Net Loss Ratio. The Backup Servicer shall notify the Deal Agent and the Servicer of any disagreements with the Monthly Report based on such review not later than the Business Day preceding such Payment Date to such Persons. (ii) If the Servicer disagrees with the report provided under paragraph (i) above by the Backup Servicer or if the Servicer or any subservicer has not reconciled such discrepancy, the Backup Servicer agrees to confer with the Servicer to resolve such disagreement on or prior to the next succeeding Determination Date and shall settle such discrepancy with the Servicer if possible, and notify the Deal Agent of the resolution thereof. The Servicer hereby agrees to cooperate at its own expense, with the Backup Servicer in reconciling any discrepancies herein. If within 20 days after the delivery of the report provided under paragraph (i) above by the Backup Servicer, such discrepancy is not resolved, the Backup Servicer shall promptly notify the Deal Agent of the continued existence of such discrepancy. Following receipt of such notice by the Deal Agent, the Servicer shall deliver to the Deal Agent, the Secured Parties, and the Backup Servicer no later than the related Payment Date a certificate describing the nature and amount of such discrepancies and the actions the Servicer proposes to take with respect thereto. With respect to the foregoing, the Backup Servicer, in the performance of its duties and obligations hereunder, is entitled to rely conclusively, and shall be fully protected in so relying, on the contents of each Tape, including, but not limited to, the completeness and accuracy thereof, provided by the Servicer. (c) After the receipt of an effective Termination Notice by the Servicer in accordance with this Agreement, all authority, power, rights and responsibilities of the Servicer, under this Agreement, whether with respect to the Loans or otherwise shall pass to and be vested in the Backup Servicer, subject to and in accordance with the provisions of Section 6.27, as long as the Backup Servicer is not prohibited by an applicable provision of law from fulfilling the same, as evidenced by an Opinion of Counsel. (d) Any Person (i) into which the Backup Servicer may be merged or consolidated, (ii) which may result from any merger or consolidation to which the Backup Servicer shall be a party, or (iii) which may succeed to the properties and assets of the Backup Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Backup Servicer hereunder, shall be the successor to the Backup Servicer under this Agreement without further act on the part of any of the parties to this Agreement. (e) As compensation for its back-up servicing obligations hereunder, the Backup Servicer shall be entitled to receive the Backup Servicing Fee in respect of each Monthly Period (or portion thereof) until the first to occur of the date on which the Backup Servicer becomes a Successor Servicer, resigns or is removed as Backup Servicer or termination of this Agreement.

Backup Servicer. (a) On or before the date on which the initial Purchase occurs, until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Deal Agent and the Secured Parties, the following duties and obligations: (i) On or before the Initial Purchase Closing Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Monthly Reports in hard copy and on computer tape; provided, however, the computer tape is in an electronic MS-DOS, PC readable ASCII format acceptable or format to be agreed upon by the Backup Servicer and the Backup ServicerServicer on or prior to closing. (ii) Not later than 12:00 noon New York time two Business Days prior to each Reporting Date, the Backup Servicer shall accept delivery of tape from the Servicer, which shall include but not be limited to the following information: the name, number and name of the related Lessee Obligor for each ContractLoan, the collection status, the contract status, the principal balance, balance and the ADCB as of the related Determination Date, the Scheduled Payments for each Contract, the Discount Rate for each Contract, the maturity date for each Contract and any other information set forth in the Monthly Report Aggregate Outstanding Loan Balance (the "Tape"). The Servicer shall provide the Tape on each Reporting Date as described above. If the Servicer fails to provide the Tape to the Backup Servicer by the time set forth in clause (ii) above, the Backup Servicer shall have the greater of (i) two (2) Business Days, or (ii) such other period of time provided herein, to perform the review set forth in clause (b)(i) below. (b) Prior to each Payment DateOn or before the date on which the initial Purchase occurs, and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Secured Parties and the Deal Agent, the following duties and obligations: (i) Prior to the related Payment Date, the Backup Servicer shall review the Monthly Report to ensure that it is complete on its face and that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (Aa) the ADCBAggregate Outstanding Loan Balance, (Bb) the average ADCBBackup Servicing Fee, (Cc) the Discounted Contract Balances of the Contracts Loans that are 30-60 days past due, (Dd) the Discounted Contract Balances of the Contracts Loans that are 61-90 days past due, (E) the Discounted Contract Balances of the Contracts Loans that are 90+ days past due, (F) the Discounted Contract Balances of the Contracts Loans that are Defaulted ContractsLoans, (G) the Delinquency Ratio Average Default Rate, and (H)) the Average Net Loss Ratio. The Backup Servicer shall notify the Deal Agent and the Servicer of any disagreements with the Monthly Report based on such review not later than the Business Day preceding such Payment Date to such Persons. (ii) If the Servicer disagrees with the report provided under paragraph (i) above by the Backup Servicer or if the Servicer or any subservicer has not reconciled such discrepancy, the Backup Servicer agrees to confer with the Servicer to resolve such disagreement on or prior to the next succeeding Determination Date and shall settle such discrepancy with the Servicer if possible, and notify the Deal Agent of the resolution thereof. The Servicer hereby agrees to cooperate at its own expense, with the Backup Servicer in reconciling any discrepancies herein. If within 20 days after the delivery of the report provided under paragraph (i) above by the Backup Servicer, such discrepancy is not resolved, the Backup Servicer shall promptly notify the Deal Agent of the continued existence of such discrepancy. Following receipt of such notice by the Deal Agent, the Servicer shall deliver to the Deal Agent, the Secured Parties, and the Backup Servicer no later than the related Payment Date a certificate describing the nature and amount of such discrepancies and the actions the Servicer proposes to take with respect thereto. With respect to the foregoing, the Backup Servicer, in the performance of its duties and obligations hereunder, is entitled to rely conclusively, and shall be fully protected in so relying, on the contents of each Tape, including, but not limited to, the completeness and accuracy thereof, provided by the Servicer. (c) After the receipt of an effective Termination Notice by the Servicer in accordance with this Agreement, all authority, power, rights and responsibilities of the Servicer, under this Agreement, whether with respect to the Loans or otherwise shall pass to and be vested in the Backup Servicer, subject to and in accordance with the provisions of Section 6.27, as long as the Backup Servicer is not prohibited by an applicable provision of law from fulfilling the same, as evidenced by an Opinion of Counsel. (d) Any Person (i) into which the Backup Servicer may be merged or consolidated, (ii) which may result from any merger or consolidation to which the Backup Servicer shall be a party, or (iii) which may succeed to the properties and assets of the Backup Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Backup Servicer hereunder, shall be the successor to the Backup Servicer under this Agreement without further act on the part of any of the parties to this Agreement. (e) As compensation for its back-up servicing obligations hereunder, the Backup Servicer shall be entitled to receive the Backup Servicing Fee in respect of each Monthly Period (or portion thereof) until the first to occur of the date on which the Backup Servicer becomes a Successor Servicer, resigns or is removed as Backup Servicer or termination of this Agreement. (f) The Backup Servicer may be removed without cause by the Deal Agent by notice then given in writing to the Servicer, the Seller and the Backup Servicer. In the event of any such removal, the Backup Servicer may be replaced by (i) the Servicer, acting with the consent of the Deal Agent or (ii) if no such replacement is appointed within 30 days following such removal or resignation, by the Deal Agent. (g) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any misconduct or negligence on the part of such agents, attorneys or custodians acting on the routine and ordinary day-to-day operations for and on behalf of the Backup Servicer. Neither the Backup Servicer nor any of its officers, directors, employees or agents shall be liable, directly or indirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses which result from the gross negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (h) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Seller, Secured Parties, Deal Agent, Liquidity Agent, Collateral Custodian and Backup Servicer, shall look only to the Servicer to perform such obligations. The Backup Servicer and the Collateral Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such other Person to prepare or provide such information.

Backup Servicer. (a) On or before the date on which the initial Purchase occurs, Advance occurs and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Deal Agent and the Secured Parties, the following duties and obligations: (i) On or before the Initial Purchase Closing Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Monthly Reports in hard copy and on computer tape; provided, however, -------- ------- the computer tape is in an electronic MS-DOS, PC readable ASCII format acceptable or format to be agreed upon by the Backup Servicer and the Backup ServicerServicer on or prior to closing. (ii) Not later than 12:00 noon New York time two Business Days prior to each Reporting Date, the Servicer shall provide to the Backup Servicer and the Backup Servicer shall accept delivery of tape (the "Tape") from the ---- Servicer, which shall include but not be limited to the following information: (x) for each Loan, the name, name and number and name of the related Lessee for each ContractObligor, the collection status, the contract status, the principal balance, date of each Scheduled Payment and the ADCB as of outstanding principal balance and (y) the related Determination Date, the Scheduled Payments for each Contract, the Discount Rate for each Contract, the maturity date for each Contract and any other information set forth in the Monthly Report (the "Tape"). The Servicer shall provide the Tape on each Reporting Date as described above. If the Servicer fails to provide the Tape to the Backup Servicer by the time set forth in clause (ii) above, the Backup Servicer shall have the greater of (i) two (2) Business Days, or (ii) such other period of time provided herein, to perform the review set forth in clause (b)(i) belowAggregate Loan Balance. (b) Prior to each Payment On or before the initial Funding Date, and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Secured Parties and the Deal Agent, the following duties and obligations: (i) Prior to the related Payment Date, the Backup Servicer shall review the Monthly Report to ensure that it is complete on its face and that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (A) the ADCBAggregate Loan Balance, (B) the average ADCBBackup Servicing Fee, (C) the Discounted Contract Balances of the Contracts that are 30-60 days past dueaverage Loan Balance, (D) the Discounted Contract Balances of the Contracts Loans that are 6130 or more days Delinquent (other than Charged-90 days past dueOff Loans), (E) the Discounted Contract Balances of the Contracts that are 90+ days past dueCharged-Off Loans, (F) the Discounted Contract Balances of the Contracts that are Defaulted ContractsPortfolio Yield, (G) the Delinquency Ratio for the current Collection Period and the two immediately preceding Collection Periods, (H) the Charged-Off Ratio for the current Collection Period and the two immediately preceding Collection Periods, (I) the Rolling Three- Month Delinquency Ratio and (H)J) the Rolling Three-

Backup Servicer. (a) On or before the date on which the initial Purchase occurs, and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Deal Agent Administrator and the Secured PartiesMSFC, the following duties and obligations: (i) On or before the Initial Purchase Closing Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Monthly Reports in hard copy and on computer tape; provided, however, the computer tape is in an electronic MS-DOS, PC readable ASCII format acceptable or format to be agreed upon by the Backup Servicer and the Backup ServicerServicer on or prior to closing. (ii) Not later than 12:00 noon New York time two Business Days prior to each Reporting Date, the Backup Servicer shall accept delivery of tape from the Servicer, which shall include but not be limited to the following information: the name, number and name of the related Lessee for each Contract, the collection status, the contract status, the principal balance, balance and the ADCB as of the related Determination Date, the Scheduled Payments for each Contract, the Discount Rate for each Contract, the maturity date for each Contract and any other information set forth in the Monthly Report (the "Tape"). The Servicer shall provide provide, or cause the Subservicer to provide, the Tape on each Reporting Date as described above. If the Servicer fails to provide the Tape to the Backup Servicer by the time set forth in clause (ii) above, the Backup Servicer shall have the greater of (i) two (2) Business Days, or (ii) such other period of time provided herein, to perform the review set forth in clause (b)(i) below. (b) Prior to each Payment DateOn or before the date on which the initial Purchase occurs, and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Secured Parties MSFC and the Deal AgentAdministrator, the following duties and obligations: (i) Prior to the related Payment Settlement Date, the Backup Servicer shall review the Monthly Report to ensure that it is complete on its face and that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (A) the ADCB, (B) the average ADCBBackup Servicing Fee, (C) the Discounted Contract Balances of average ADCB, (D) the Contracts that are with any Scheduled Payment 30-60 days past due, (DE) the Discounted Contract Balances of the Contracts that are with any Scheduled Payment 61-90 days past due, (E) the Discounted Contract Balances of the Contracts that are with any Scheduled Payment 90+ days past due, (F) the Discounted Contract Balances of the Contracts that are Defaulted Contracts, (G) the Delinquency Ratio and (H)

Backup Servicer. (a) On or before the date on which the initial Purchase occurs, until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Deal Agent and the Secured Parties, the following duties and obligations: (i) On or before the Initial Purchase Closing Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Monthly Reports in hard copy and on computer tape; provided, however, the computer tape is in an electronic MS-DOS, PC readable ASCII format acceptable or format to be agreed upon by the Backup Servicer and the Backup ServicerServicer on or prior to closing. (ii) Not later than 12:00 noon (New York time City time) two Business Days prior to each Reporting Date, the Backup Servicer shall accept delivery of tape from the Servicer, which shall include but not be limited to the following information: the name, number and name of the related Lessee for each Contract, the collection status, the contract status, the principal balance, balance and the ADCB as of the related Determination Date, the Scheduled Payments for each Contract, the Discount Rate for each Contract, the maturity date for each Contract and any other information set forth in the Monthly Report (the "Tape"). The Servicer shall provide provide, or cause the Subservicer to provide, the Tape on each Reporting Date as described above. If the Servicer fails to provide the Tape to the Backup Servicer by the time set forth in clause (ii) above, the Backup Servicer shall have the greater of (i) two (2) Business Days, or (ii) such other period of time provided herein, to perform the review set forth in clause (b)(i) below. (b) Prior to each Payment DateOn or before the date on which the initial Purchase occurs, and until the receipt by the Servicer of a Termination Notice, the Backup Servicer shall perform, on behalf of the Secured Parties and the Deal Agent, the following duties and obligations: (i) Prior to the related Payment Date, the Backup Servicer shall review the Monthly Report to ensure that it is complete on its face and that the following items in such Monthly Report have been accurately calculated, if applicable, and reported: (A) the ADCB, (B) the average ADCBBackup Servicing Fee, (C) the Discounted Contract Balances of Average ADCB, (D) the Contracts accounts that are 30-60 days past due, (DE) the Discounted Contract Balances of the Contracts accounts that are 61-90 days past due, (E) the Discounted Contract Balances of the Contracts accounts that are 90+ days past due, (F) the Discounted Contract Balances of the Contracts accounts that are Defaulted Contracts, (G) the Delinquency Ratio and (H)) the Default Ratio. The Backup Servicer shall notify the Deal Agent and the Servicer of any disagreements with the Monthly Report based on such review not later than the Business Day preceding such Payment Date to such Persons. (ii) If the Servicer disagrees with the report provided under paragraph (i) above by the Backup Servicer or if the Servicer or any subservicer has not reconciled such discrepancy, the Backup Servicer agrees to confer with the Servicer to resolve such disagreement on or prior to the next succeeding Determination Date and shall settle such discrepancy with the Servicer if possible, and notify the Deal Agent of the resolution thereof. The Servicer hereby agrees to cooperate at its own expense, with the Backup Servicer in reconciling any discrepancies herein. If within 20 days after the delivery of the report provided under paragraph (i) above by the Backup Servicer, such discrepancy is not resolved, the Backup Servicer shall promptly notify the Deal Agent of the continued existence of such discrepancy. Following receipt of such notice by the Deal Agent, the Servicer shall deliver to the Deal Agent, the Secured Parties, and the Backup Servicer no later than the related Payment Date a certificate describing the nature and amount of such discrepancies and the actions the Servicer proposes to take with respect thereto. With respect to the foregoing, the Backup Servicer, in the performance of its duties and obligations hereunder, is entitled to rely conclusively, and shall be fully protected in so relying, on the contents of each Tape, including, but not limited to, the completeness and accuracy thereof, provided by the Servicer. (c) After the receipt of an effective Termination Notice by the Servicer in accordance with this Agreement, all authority, power, rights and responsibilities of the Servicer, under this Agreement, whether with respect to the Contracts or otherwise shall pass to and be vested in the Backup Servicer, subject to and in accordance with the provisions of Section 6.25, as long as the Backup Servicer is not prohibited by an applicable provision of law from fulfilling the same, as evidenced by an Opinion of Counsel. (d) Any Person (i) into which the Backup Servicer may be merged or consolidated, (ii) which may result from any merger or consolidation to which the Backup Servicer shall be a party, or (iii) which may succeed to the properties and assets of the Backup Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Backup Servicer hereunder, shall be the successor to the Backup Servicer under this Agreement without further act on the part of any of the parties to this Agreement. (e) As compensation for its back-up servicing obligations hereunder, the Backup Servicer shall be entitled to receive the Backup Servicing Fee in respect of each Monthly Period (or portion thereof) until the first to occur of the date on which the Backup Servicer becomes a Successor Servicer, resigns or is removed as Backup Servicer or termination of this Agreement. (f) The Backup Servicer may resign at any time by not less than 120 days notice to the Deal Agent, the Liquidity Agent, the Servicer, the Borrower and the Originator, if the Backup Servicer finds a replacement backup servicer approved in writing by the Deal Agent. In addition, the Backup Servicer may be removed without cause by the Deal Agent by notice then given in writing to the Servicer, the Borrower and the Backup Servicer. In the event of any such resignation or removal, the Backup Servicer may be replaced by (i) the Servicer, acting with the consent of the Deal Agent or (ii) if no such replacement is appointed within 30 days following such removal or resignation, by the Deal Agent. (g) The Backup Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer. The Backup Servicer may act through its agents, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Backup Servicer will be responsible for any misconduct or negligence on the part of such agents, attorneys or custodians acting on the routine and ordinary day-to-day operations for and on behalf of the Backup Servicer. Neither the Backup Servicer nor any of its officers, directors, employees or agents shall be liable, directly or indirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses which result from the gross negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (h) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Borrower, Secured Parties, Deal Agent, Liquidity Agent, Collateral Custodian and Backup Servicer, shall look only to the Servicer to perform such obligations. The Backup Servicer, and the Collateral Custodian shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party, including the Servicer (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party, (iii) the invalidity or unenforceability of any Asset or Contract under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Asset, Contract or any item of Equipment, or (v) the acts or omissions of any successor Backup Servicer.