Common use of Oversight of Servicing Clause in Contracts

Oversight of Servicing. (a) Prior to each Payment Date, the Trustee shall review the Monthly Servicer's Report related thereto and shall determine the following: (i) that such Monthly Servicer's Report is complete on its face; (ii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Account and the balance of each such account, as set forth in the records of the Trustee, are the same as the amount set forth in the Monthly Servicer's Report; (iii) that the Servicer has properly calculated the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) of the Indenture on such Payment Date; and (b) In the event of any discrepancy between the information set forth in subparagraph (a) as calculated by the Servicer from that determined or calculated by the Trustee, the Trustee shall promptly notify the Servicer of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee and the Servicer are unable to resolve such discrepancy, the Trustee shall promptly notify the Holders of the Notes of such discrepancy. (c) Based solely on the information included in the Contract Schedule delivered on the Closing Date and the electronic reports provided on each Payment Date thereafter, the Trustee shall determine that any Substitute Contracts delivered under Section 3.10 satisfy the Substitution Criterion described in clause (i) of the second sentence of Section 3.04(b) of the Sale Agreement and clause (i) of the second sentence of Section 3.04(b) of the Receivables Purchase Agreement. (d) Other than as specifically set forth elsewhere in this Agreement, the Trustee shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the Subservicer. (e) The Trustee shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the Trustee's obligations hereunder, including the obligation to choose at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.

Oversight of Servicing. (a) Prior to each Payment Date, the Trustee shall review the Monthly Servicer's Report related thereto and shall determine the following: (i) that such Monthly Servicer's Report is complete on its face;; and (ii) that the amounts credited to and withdrawn from the Collection Account, the Capitalized Interest Account, Prefunding Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Account and the balance of each such account, as set forth in the records of the Trustee, are the same as the amount set forth in the such Monthly Servicer's Report; (iii) that the Servicer has properly calculated the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) of the Indenture on such Payment Date; and. (b) In the event of any discrepancy between the information set forth in subparagraph (a) as calculated by the Servicer from that determined or calculated by the Trustee, the Trustee shall promptly notify the Servicer of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee and the Servicer are unable to resolve such discrepancy, the Trustee shall promptly notify the Holders of the Notes of such discrepancy. (c) Based solely on the information included in the Contract Schedule delivered on the Closing Date and the electronic reports provided on each Payment Date thereafter, the Trustee shall determine that any Substitute Contracts delivered under Section 3.10 satisfy the Substitution Criterion described as defined in clause (i) of the second sentence of Section 3.04(b) of the Sale Agreement and clause (i) of the second sentence of Section 3.04(b) of the Receivables Purchase Agreement. (d) Other than as specifically set forth elsewhere in this Agreement, the Trustee shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the SubservicerServicer. (e) The Trustee shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the Trustee's obligations hereunder, including the obligation to choose at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.

Oversight of Servicing. (a) Prior to each Payment Date, the Trustee Back-up Servicer shall review the Monthly Servicer's Report related thereto and shall determine the following: (i) that such Monthly Servicer's Report is complete on its face; (ii) that the amount credited to and withdrawn from the Lockbox Account is the same as the amount set forth in the Monthly Servicer's Report as so credited; and (iii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Cash Collateral Account, and to be transferred to and withdrawn from the Distribution Account and the balance of each such accountaccounts, as set forth in the records of the TrusteeBack-up Servicer, are the same as the amount set forth in the Monthly Servicer's Report. (b) The Back-up Servicer shall, within 30 days of the receipt thereof, load the Computer Tape received from the Servicer pursuant to the Section 4.01 hereof, make sure such Computer Tape is in readable form and shall calculate and check the following: (i) the Aggregate IPB as of the most recent Calculation Date; (ii) each Series IPB as of the most recent Calculation Date; (iii) that the Servicer has properly calculated Class A Principal Distribution Amount and the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) Class B Principal Distribution Amount for each Series of Section 12.02(d) Certificates as of the Indenture on such most recent Payment Date; and (biv) the Annualized Gross Default Rate, the Cumulative Gross Default Rate, the 1-30 Day Delinquency Rate and the 61-90 Day Delinquency Rate for the related Due Period as set forth in the most recent Monthly Servicer's Report. In addition, the Back-up Servicer shall confirm that the items set forth in the Monthly Servicer's Report, other than the items listed in the section entitled "Deposits by or on behalf of the Servicer" are accurate based solely on a comparison to the Computer Tape referred to above. (c) In the event of any discrepancy between the information set forth in subparagraph subparagraphs (a) and (b) as calculated by the Servicer from that determined or calculated by the TrusteeBack-up Servicer, the Trustee Back-up Servicer shall promptly notify the Servicer Servicer, the Trustee, the Certificateholders and MBIA of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee Back-up Servicer and the Servicer are unable to resolve such discrepancy, the Trustee Back-up Servicer shall promptly notify the Rating Agencies, MBIA and the Holders of the Notes Certificates of such discrepancy. (cd) Based solely on the information included in the Contract Series Lease Schedule delivered on the Closing each Acquisition Date and the electronic reports Computer Tapes provided on each Payment Date thereafter, the Trustee Back-up Servicer shall determine that any Additional Lease Contracts and Substitute Lease Contracts delivered under Section 3.10 satisfy the Substitution Criterion described criterion set forth in clause (i) of the second sentence of Section 3.04(b) of the Sale Lease Acquisition Agreement and clause (i) that the acquisition of such Additional Lease Contracts and Substitute Lease Contracts do not violate the second sentence of Section 3.04(b) of Concentration Limits set forth in the Receivables Purchase Lease Acquisition Agreement. (de) The Back-up Servicer will make a site visit to the offices of the Servicer on an annual basis for the purpose of reviewing the operations of the Servicer. The reasonable out-of-pocket costs and expenses of the Back-up Servicer incurred in connection with this Agreement, including without limitation, the site visit referred to in the preceding sentence will be reimbursed to the Back-up Servicer by the Servicer. (f) Other than as specifically set forth elsewhere in this Agreement, the Trustee Back-up Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the SubservicerServicer. (eg) The Trustee Back-up Servicer shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the TrusteeBack-up Servicer's obligations hereunder, including the obligation to choose succeed at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.

Oversight of Servicing. (a) Prior to each Payment Date, the Trustee shall review the Monthly Servicer's Report for each Series related thereto and shall determine the following: (i) that such Monthly Servicer's Report is complete on its face; (ii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Account and the balance of each such account, as set forth in the records of the Trustee, are the same as the amount set forth in the such Monthly Servicer's Report; (iii) that the Servicer has properly calculated certain of the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) 5.01 of the Indenture related Series Supplement on such Payment Date, as specified in such Series Supplement; and (iv) based solely on information set forth in such Monthly Servicer's Report, determine that the Projected Income for the related Due Period equals the sum of payments received as principal and interest from Obligors due in such Due Period plus the amount of principal and interest not paid on Delinquent Contracts and Defaulted Contracts (including amounts due by virtue of canceled or bounced checks or other reversed payments) minus any payments due in other Due Periods that were paid in such Due Period (both late payments and prepayments). (b) In the event of any discrepancy between the information set forth in subparagraph (a) as calculated by the Servicer from that determined or calculated by the Trustee, the Trustee shall promptly notify the Servicer of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee and the Servicer are unable to resolve such discrepancy, the Trustee shall promptly notify the Holders of the Notes of such Series of such discrepancy. (c) Based solely on the information included in the Series Contract Schedule delivered on the related Series Closing Date and the electronic reports provided on each Payment Date thereafter, the Trustee shall determine that any Substitute Contracts delivered under Section 3.10 satisfy the Substitution Criterion described in clause (i) of the second sentence of Section 3.04(b) of the Sale Agreement and clause (i) of the second sentence of Section 3.04(b) of the Receivables Purchase Agreement. (d) Other than as specifically set forth elsewhere in this Agreement, the Trustee shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the Subservicer. (e) The Trustee shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the Trustee's obligations hereunder, including the obligation to choose at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the Subservicer's proprietary software that the Subservicer currently uses to service the Contracts, and which software shall be held in escrow by the Trustee, only to be used solely by the Trustee shall maintain possession of such software in a manner the event that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting ceases to act in the capacity as Subservicer, and only until such time as the Subservicer. The Trustee shall return can obtain replacement software or appoint a successor Subservicer in accordance with Section 7.03 (up to a maximum of 90 days from the date that the Subservicer ceases performing services under this Agreement); if the Trustee needs to use such software upon beyond such 90-day period, Trendwest will pay the Subservicer, on behalf of the Trustee (prior to the expiration of such 90 day period) a license fee of $10,000.00 (payable in advance), which payment shall extend the Trustee's license to use such software until the earlier to occur of: (i) two (2) years from the date that the Subservicer ceases performing services under this Agreement; or (ii) final payment of all amounts due on the NotesNotes of each Series Outstanding. The Trustee may extend such license for successive two-year periods upon payment of $10,000 per period (which fees shall be paid by Trendwest), due prior to the beginning of each such period. The limited license to use the Subservicer's software set forth in this paragraph may not be sublicensed, assigned or transferred by the Trustee without Subservicer's prior written consent, and such license does not include the right to reverse assemble, reverse engineer or reverse compile the software. The Trustee agrees to take all appropriate measures to protect the confidentiality of such software and will return all copies of such software upon the earlier to occur of: (i) the expiration of Trustee's license to use the software (as detailed above); (ii) Trustee's conversion to replacement software or alternative servicing arrangements; or (iii) final payment of all amounts due on the Notes of each Series Outstanding.

Oversight of Servicing. (a) Prior to each Payment Date, Commencing on the Trustee shall review date of execution of this Agreement and continuing until the Monthly Servicer's Report related thereto and shall determine the following: earlier of (i) the termination of the Trust created by the Trust Agreement and (ii) the appointment of the Backup Servicer as Servicer under this Agreement, the Servicer shall, on the last day of each calendar month, deliver to the Backup Servicer in the Computer Tape format acceptable to the Backup Servicer, such information as is necessary to permit the Backup Servicer to service the Receivables in accordance with the provisions of this Agreement. The Backup Servicer shall accept and store, but shall not be required to examine, such information. Upon notice that the Servicer has resigned or upon the removal of the Servicer under this Agreement, the Backup Servicer shall assume all responsibilities of the Servicer (or of Indenture Trustee or any other Person then acting as successor to such Monthly Servicer in accordance with Sections 8.01 and 8.02) under this Agreement within thirty days of such notice or removal. The Backup Servicer shall service the Receivables in accordance with provisions of this Agreement. (b) On the date that each Servicer's Report Certificate is complete delivered by the Servicer to the Owner Trustee and Indenture Trustee, the Servicer shall also deliver to the Backup Servicer a Computer Tape containing detailed information with respect to the Receivables for the related Collection Period. The Backup Servicer shall determine that (i) the Servicer's Certificate appears on its face; face to be complete and (ii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Account Trust Accounts and the balance of each such account, as set forth in the records of the Trustee, Trust Accounts are the same as the amount set forth in the Monthly such Servicer's Report;Certificate. To the extent verifiable using the information contained in the Servicer's Certificate, the Backup Servicer shall calculate and check that the calculations made by the Servicer in the Servicer's Certificate are mathematically accurate. (iii) that the Servicer has properly calculated the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) of the Indenture on such Payment Date; and (bc) In the event of any discrepancy between the information set forth in subparagraph (a) as calculated discrepancies or exceptions noted by the Backup Servicer from that determined or calculated by in the TrusteeServicer's Certificate, the Trustee shall promptly Backup Servicer shall, within three Business Days of its receipt of the Servicer's Certificate, notify the Servicer and the Indenture Trustee of such discrepancydiscrepancies or exceptions. The Servicer shall consult with the Backup Servicer and use its best efforts to ensure that such Servicer's Certificate is corrected, and that subsequent Servicer's Certificates are accurate. If such discrepancies or exceptions cannot be reconciled within 30 days of such notice being provided to the Servicerdays, the Trustee and the Servicer are unable to resolve such discrepancy, the Trustee Backup Servicer's interpretation shall promptly notify the Holders of the Notes of such discrepancy. (c) Based solely on the information included in the Contract Schedule delivered on the Closing Date and the electronic reports provided on each Payment Date thereafter, the Trustee shall determine that any Substitute Contracts delivered under Section 3.10 satisfy the Substitution Criterion described in clause (i) of the second sentence of Section 3.04(b) of the Sale Agreement and clause (i) of the second sentence of Section 3.04(b) of the Receivables Purchase Agreementprevail for all subsequent Distribution Dates. (d) Other than as specifically set forth elsewhere The Backup Servicer will not be responsible for delays attributable to the Servicer's failure to deliver information, defects in this Agreement, the Trustee shall have no obligation to supervise, verify, monitor information supplied by Servicer or administer other circumstances beyond the performance control of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the SubservicerBackup Servicer. (e) The Trustee shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the Trustee's obligations hereunder, including the obligation to choose at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.

Oversight of Servicing. (a) Prior to each Payment Date, the Trustee Back-up Servicer shall review the Monthly Servicer's Report related thereto and shall determine the following: (i) that such Monthly Servicer's Report is complete on its face;; and (ii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Cash Collateral Account and the balance of each such accountaccounts, as set forth in the records of the TrusteeBack-up Servicer, are the same as the amount corresponding amounts set forth in the Monthly Servicer's Report. (b) The Back-up Servicer shall, within 30 days of the receipt thereof, load the Computer Tape received from the Servicer pursuant to Section 4.01 hereof, verify such Computer Tape is in readable form and shall recalculate and confirm the following: (i) the Aggregate IPB as of the most recent Calculation Date; (iiiii) that the Servicer has properly calculated the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) Principal Distribution Amount for each Outstanding Series of Section 12.02(d) Notes as of the Indenture on such most recent Payment Date; and (biii) the Annualized Default Rate and the Delinquency Rate for the related Due Period as set forth in the most recent Monthly Servicer's Report. In addition, the Back-up Servicer shall confirm that the items set forth in the Monthly Servicer's Report, other than the items listed in the section entitled "Deposits by or on behalf of the Servicer" are accurate based solely on a comparison to the Computer Tape referred to above. (c) In the event of any discrepancy between the information set forth in subparagraph subparagraphs (a) and (b) as calculated reported by the Servicer from that determined or calculated by the TrusteeBack-up Servicer, the Trustee Back-up Servicer shall promptly notify the Servicer Servicer, the Indenture Trustee and the Controlling Party of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee Back-up Servicer and the Servicer are unable to resolve such discrepancy, the Trustee Back-up Servicer shall promptly notify the Holders of Rating Agencies and the Notes Noteholders (if the Note Insurer is the Controlling Party) of such discrepancy. (cd) Based solely on the information included in the Series Contract Schedule delivered on the Closing each Acquisition Date and the electronic reports Computer Tapes provided on each Payment Date thereafter, the Trustee Back-up Servicer shall determine that any Substitute Additional Contracts delivered under Section 3.10 satisfy the Substitution Criterion described criterion set forth in clause (i) of the second sentence of Section 3.04(b) of the Sale Contract Acquisition Agreement and clause (i) that the acquisition of such Additional Contracts does not violate the second sentence of Section 3.04(b) of the Receivables Purchase AgreementConcentration Limits set forth therein. (de) The Back-up Servicer shall make a site visit to the offices of the Servicer on an annual basis if the Back-up Servicer in its sole discretion determines that such a site visit is necessary, advisable or convenient for the purpose of reviewing the operations of the Servicer. The reasonable out-of-pocket costs and expenses of the Back-up Servicer incurred in connection with this Agreement, including without limitation the site visit referred to in the preceding sentence, shall be reimbursed to the Back-up Servicer by the Servicer. (f) Other than as specifically set forth elsewhere in this Agreement, the Trustee Back-up Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the SubservicerServicer. (eg) The Trustee Back-up Servicer shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the TrusteeBack-up Servicer's obligations hereunder, including the obligation to choose succeed at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.

Oversight of Servicing. (a) Prior to each Payment Date, the Trustee Back-up Servicer shall review the Monthly Servicer's Report related thereto and shall determine the following: (i) that such Monthly Servicer's Report is complete on its face;; and (ii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, Advance Payment Account, and to be transferred to and withdrawn from the Distribution Account Cash Collateral Account, and the balance of each such accountaccounts, as set forth in the records of the Indenture Trustee, are the same as the amount set forth in the Monthly Servicer's Report. (b) The Back-up Servicer shall, within 30 days of the receipt thereof, load the computer disk or tape received from the Servicer pursuant to Section 4.01 hereof, make sure such computer disk or tape is in readable form and shall: (i) calculate the Aggregate Implicit Principal Balance as of the most recent Calculation Date; (iiiii) that calculate the Servicer has properly calculated Principal Distribution Amount for the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) of the Indenture on such most recent Payment Date; and (biii) calculate the Annualized Default Rate and the Delinquency Rate for the related Due Period and compare such calculated amounts with those set forth in the most recent Monthly Servicer's Report. (iv) confirm that the information in the fields set forth on Exhibit B is the same in the Monthly Servicer Report (to the extent reported therein) as it is on the computer disk delivered to the Backup Servicer pursuant to Section 4.01 hereof. (c) In the event of any discrepancy between the information set forth in subparagraph subparagraphs (a) and (b) of this Section as calculated by the Servicer from that determined or calculated by the TrusteeBack-up Servicer, the Trustee Back-up Servicer shall promptly notify the Servicer of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee Back-up Servicer and the Servicer are unable to resolve such discrepancy, the Trustee Back-up Servicer shall promptly notify the Bond Insurer, the Rating Agencies and the Holders of the Notes of such discrepancy. (cd) Based solely on the information included in the Contract Lease Schedule delivered on the Closing related Delivery Date and the electronic reports computer disks or tapes provided on each Payment Date thereafterpursuant to Section 4.01 hereof, the Trustee Back-up Servicer shall determine that any Substitute Lease Contracts delivered under Section 3.10 satisfy the Substitution Criterion described in clause (i) of the second sentence of Section 3.04(b) of the Sale Agreement and clause (i) of the second sentence of Section 3.04(b) of the Receivables Purchase AgreementCriterion. (de) The Back-up Servicer will make a site visit to the offices of the Servicer within 60 days of the end of each calendar year for the purpose of reviewing the operations of the Servicer, commencing December 31, 1995. The reasonable out-of-pocket costs and expenses of the Back- up Servicer incurred in connection with this Agreement, including without limitation, the site visit referred to in the preceding sentence will be reimbursed to the Back-up Servicer by the Issuer or the Servicer. (f) Other than as specifically set forth elsewhere in this Agreement, the Trustee Back-up Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the SubservicerServicer. (eg) The Trustee Back-up Servicer shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the TrusteeBack-up Servicer's obligations hereunder, including the obligation to choose succeed at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.

Oversight of Servicing. (a) Prior to each Payment Date, the Trustee Back-up Servicer shall review the Monthly Servicer's Report related thereto and shall determine the following: (i) that such Monthly Servicer's Report is complete on its face;; and (ii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Account and the balance of each such account, as set forth in the records of the Trustee, are the same as the amount set forth in the Monthly Servicer's Report. (b) The Back-up Servicer shall, within 30 days of the receipt thereof, load the computer disk or tape received from the Servicer pursuant to Section 4.01 hereof, make sure such computer disk or tape is in readable form and shall: (i) calculate the Aggregate Implicit Principal Balance as of the most recent Calculation Date; (iiiii) that calculate the Servicer has properly calculated Principal Distribution Amount for the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) of the Indenture on such most recent Payment Date; and (biii) calculate the Annualized Default Rate and the Delinquency Rate for the related Due Period and compare such calculated amounts with those set forth in the most recent Monthly Servicer's Report. (c) In the event of any discrepancy between the information set forth in subparagraph subparagraphs (a) and (b) of this Section as calculated by the Servicer from that determined or calculated by the TrusteeBack-up Servicer, the Trustee Back-up Servicer shall promptly notify the Servicer of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee Back-up Servicer and the Servicer are unable to resolve such discrepancy, the Trustee Back-up Servicer shall promptly notify the Holders of Bond Insurer, the Notes Rating Agencies and the Certificateholders of such discrepancy. (c) Based solely on the information included in the Contract Schedule delivered on the Closing Date and the electronic reports provided on each Payment Date thereafter, the Trustee shall determine that any Substitute Contracts delivered under Section 3.10 satisfy the Substitution Criterion described in clause (i) of the second sentence of Section 3.04(b) of the Sale Agreement and clause (i) of the second sentence of Section 3.04(b) of the Receivables Purchase Agreement. (d) Other than as specifically set forth elsewhere in this Agreement, the Trustee shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the Subservicer. (e) The Trustee shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the Trustee's obligations hereunder, including the obligation to choose at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.

Oversight of Servicing. (a) Prior to each Payment Date, the Indenture Trustee shall review the Monthly Servicer's Servicing Report related thereto and shall determine the following: (i) that such Monthly Servicer's Servicing Report is complete on its face; (ii) that the amount credited to and withdrawn from the ACH Account is the same as the amount set forth in the Monthly Servicing Report as so credited; and (iii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Account and the balance of each such accountaccounts, as set forth in the records of the Indenture Trustee, are the same as the amount set forth in the Monthly Servicer's Servicing Report. (b) The Back-up Servicer shall, within 30 days of the receipt thereof, load the Computer Tape received from the Servicer pursuant to Section 4.01 hereof, make sure such Computer Tape is in readable form and shall verify the following: (i) The Aggregate Implicit Principal Balance and Aggregate Eligible IPB as of the most recent Calculation Date; (ii) the Required Swap Amount as of the most recent Calculation Date; (iii) that the Servicer has properly calculated Principal Distribution Amount for the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) Notes as of the Indenture on such most recent Payment Date; and (biv) the Annualized Default Rate, the Delinquency Rate and the Overcollateralization Amount for the related Collection Period as set forth in the most recent Monthly Servicing Report. In addition, the Back-up Servicer shall confirm that the items set forth in the Monthly Servicing Report, other than the items listed in the section entitled "Amounts Remitted by Servicer" are accurate based upon a comparison to the Computer Tape referred to above. (c) In the event of any discrepancy between the information set forth in subparagraph subparagraphs (a) and (b) as calculated by the Servicer from that determined or calculated by the TrusteeBack-up Servicer, the Trustee Back-up Servicer shall promptly notify the Servicer Servicer, the Indenture Trustee and each Noteholder of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee Back-up Servicer and the Servicer are unable to resolve such discrepancy, the Trustee Back-up Servicer shall promptly notify the Holders of the Notes Indenture Trustee and each Noteholder of such discrepancy. (cd) Based solely on the information included in the Contract Lease Collateral Schedule delivered on the Closing each Acquisition Date and the electronic reports Computer Tapes provided on each Payment Date thereafterthe related Submission Date, the Trustee Back-up Servicer shall determine that any Substitute Additional Lease Contracts delivered under Section 3.10 satisfy the Substitution Criterion described criterion set forth in clause (i) of the second sentence paragraph of Section 3.04(b) of the Sale Lease Acquisition Agreement and clause (i) that the acquisition of such Additional Lease Contracts do not violate the second sentence of Section 3.04(b) of Geographic Concentration Limits and the Receivables Purchase Product Mix Limits set forth in the Lease Acquisition Agreement. (de) The Back-up Servicer may, in its sole discretion, make a site visit to the offices of the Servicer within 120 days of the Closing Date, and annually thereafter, for the purpose of reviewing the operations of the Servicer. The reasonable out-of-pocket costs and expenses of the Back-up Servicer incurred in connection with this Agreement, including without limitation, the site visit referred to in the preceding sentence will be reimbursed to the Back-up Servicer by the Servicer. (f) Other than as specifically set forth elsewhere in this Agreement, the Trustee Back-up Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the SubservicerServicer. (eg) The Trustee Back-up Servicer shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the TrusteeBack-up Servicer's obligations hereunder, including the obligation to choose succeed at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.

Oversight of Servicing. (a) Prior to each Payment Date, the Trustee Back-up Servicer shall review the Monthly Servicer's Report related thereto and shall determine the following: (i) that such Monthly Servicer's Report is complete on its face;; and (ii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Cash Collateral Account and the balance of each such accountaccounts, as set forth in the records of the TrusteeBack-up Servicer, are the same as the amount corresponding amounts set forth in the Monthly Servicer's Report;. (iiib) that The Back-up Servicer shall, within 30 days of the receipt thereof, load the Computer Tape received from the Servicer has properly calculated the aggregate amounts that are to be distributed pursuant to clauses Section 4.01 hereof, verify such Computer Tape is in readable form and shall recalculate and confirm the following: (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) the Aggregate DCB as of the Indenture on such Payment most recent Calculation Date; and (bii) the Principal Distribution Amount for each Outstanding Series of Notes as of the most recent Payment Date. In addition, the Back-up Servicer shall confirm that the items set forth in the Monthly Servicer's Report, other than the items listed in the section entitled "Deposits by or on behalf of the Servicer" are accurate based solely on a comparison to the Computer Tape referred to above. (c) In the event of any discrepancy between the information set forth in subparagraph subparagraphs (a) and (b) as calculated reported by the Servicer from that determined or calculated by the TrusteeBack-up Servicer, the Trustee Back-up Servicer shall promptly notify the Servicer and the Indenture Trustee of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee Back-up Servicer and the Servicer are unable to resolve such discrepancy, the Trustee Back-up Servicer shall promptly notify the Holders of Rating Agencies and the Notes Noteholders of such discrepancy. (cd) Based solely on the information included in the Series Contract Schedule delivered on the Closing each Acquisition Date and the electronic reports Computer Tapes provided on each Payment Date thereafter, the Trustee Back-up Servicer shall determine that any Substitute Additional Contracts delivered under Section 3.10 satisfy the Substitution Criterion described criterion set forth in clause (i) of the second sentence of Section 3.04(b) of the Sale Contract Acquisition Agreement and clause (i) that the acquisition of such Additional Contracts does not violate the second sentence of Section 3.04(b) of the Receivables Purchase AgreementConcentration Limits set forth therein. (de) The Back-up Servicer shall make a site visit to the offices of the Servicer on an annual basis if the Back-up Servicer in its sole discretion determines that such a site visit is necessary, advisable or convenient for the purpose of reviewing the operations of the Servicer. The reasonable out-of-pocket costs and expenses of the Back-up Servicer incurred in connection with this Agreement, including without limitation the site visit referred to in the preceding sentence, shall be reimbursed to the Back-up Servicer by the Servicer. (f) Other than as specifically set forth elsewhere in this Agreement, the Trustee Back-up Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the SubservicerServicer. (eg) The Trustee Back-up Servicer shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the TrusteeBack-up Servicer's obligations hereunder, including the obligation to choose succeed at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.

Oversight of Servicing. (a) Prior to each Payment Date, the Trustee shall review the Monthly Servicer's Report related thereto and shall determine the following: (i) that such Monthly Servicer's Report is complete on its face;; and (ii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Account and the balance of each such account, as set forth in the records of the Trustee, are the same as the amount set forth in the such Monthly Servicer's Report; (iii) that the Servicer has properly calculated the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) of the Indenture on such Payment Date; and. (b) In the event of any discrepancy between the information set forth in subparagraph (a) as calculated by the Servicer from that determined or calculated by the Trustee, the Trustee shall promptly notify the Servicer of such discrepancy. If within 30 days of such notice being provided to the Servicer, the Trustee and the Servicer are unable to resolve such discrepancy, the Trustee shall promptly notify the Holders of the Notes of such discrepancy. (c) Based solely on the information included in the Contract Schedule delivered on the Closing Date and the electronic reports provided on each Payment Date thereafter, the Trustee shall determine that any Substitute Contracts delivered under Section 3.10 satisfy the Substitution Criterion described as defined in clause (i) of the second sentence of Section 3.04(b) of the Sale Agreement and clause (i) of the second sentence of Section 3.04(b) of the Receivables Purchase Agreement. (d) Other than as specifically set forth elsewhere in this Agreement, the Trustee shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the SubservicerServicer. (e) The Trustee shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the Trustee's obligations hereunder, including the obligation to choose at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.

Oversight of Servicing. (a) Prior to each Payment Date, the Trustee shall review the Monthly Servicer's Report related thereto and shall determine the following: (i) that such Monthly Servicer's Report is complete on its face; (ii) that the amount deposited into the Collection Account from the Lockbox Account is the same as the amount set forth in the Monthly Servicer's Report as so credited; and (iii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Pre-Funding Account and the balance of each such account, as set forth in the records of the Trustee, are the same as the amount set forth in the Monthly Servicer's Report; (iii) that the Servicer has properly calculated the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) of the Indenture on such Payment Date; and. (b) In the event of any discrepancy between the information set forth in subparagraph (a) as calculated by the Servicer from that determined or calculated by the Trustee, the Trustee shall promptly notify the Servicer of such discrepancy. If within 30 thirty (30) days of such notice being provided to the Servicer, the Trustee and the Servicer are unable to resolve such discrepancy, the Trustee shall promptly notify the Holders of the Notes of such discrepancy. The Trustee is not required to take any other action at such time unless so directed in writing by the Servicer. (c) Based solely on the information included in the Contract Lease Schedule delivered on the Closing Delivery Date and the electronic reports provided on each Payment Date thereafter, the Trustee shall determine that any Substitute Lease Contracts delivered under Section 3.10 satisfy the Substitution Criterion described in clause (i) of the second sentence of Section 3.04(b) of the Sale Agreement and clause (i) of the second sentence of Section 3.04(b) of the Receivables Purchase Contribution Agreement. (d) Other than as specifically set forth elsewhere in this Agreement, the Trustee shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the SubservicerServicer. (e) The Trustee shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the Trustee's obligations hereunder, including the obligation to choose at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation Servicer hereby agrees to load cooperate as necessary with the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the NotesTrustee.

Oversight of Servicing. (a) Prior to each Payment Date, Commencing on the Trustee shall review date of execution of this Agreement and continuing until the Monthly Servicer's Report related thereto and shall determine the following: earlier of (i) the termination of the Trust created by the Trust Agreement and (ii) the appointment of the Backup Servicer as Servicer under this Agreement, the Servicer shall, on the last day of each calendar month, deliver to the Backup Servicer in the Computer Tape format acceptable to the Back-up Servicer, such information as is necessary to permit the Backup Servicer to service the Receivables in accordance with the provisions of this Agreement. The Backup Servicer shall accept and store, but shall not be required to examine, such information. Upon notice that the Servicer has resigned or upon the removal of the Servicer under this Agreement, the Backup Servicer shall assume all responsibilities of the Servicer (or of Indenture Trustee or any other Person then acting as successor to such Monthly Servicer in accordance with Sections 8.01 and 8.02) under this Agreement within thirty days of such notice or removal. The Backup Servicer shall service the Receivables in accordance with provisions of this Agreement. (b) On the date that each Servicer's Report Certificate is complete delivered by the Servicer to the Owner Trustee and Indenture Trustee, the Servicer shall also deliver a Computer Tape containing detailed information with respect to the Receivables for the related Collection Period. The Backup Servicer shall determine that (i) the Servicer's Certificate appears on its face; face to be complete and (ii) that the amounts credited to and withdrawn from the Collection Account and the Reserve Account, and to be transferred to and withdrawn from the Distribution Account Trust Accounts and the balance of each such account, as set forth in the records of the Trustee, Trust Accounts are the same as the amount set forth in the Monthly such Servicer's Report;Certificate. To the extent verifiable using the information contained in the Servicer's Certificate, the Backup Servicer shall calculate and check that the calculations made by the Servicer in the Servicer's Certificate are mathematically accurate. (iii) that the Servicer has properly calculated the aggregate amounts that are to be distributed pursuant to clauses (i), (ii)(A), (iii), (iv), (v) and (vi) of Section 12.02(d) of the Indenture on such Payment Date; and (bc) In the event of any discrepancy between the information set forth in subparagraph (a) as calculated discrepancies or exceptions noted by the Backup Servicer from that determined or calculated by in the TrusteeServicer's Certificate, the Trustee shall promptly Backup Servicer shall, within three Business Days of its receipt of the Servicer's Certificate, notify the Servicer of such discrepancydiscrepancies or exceptions. The Servicer shall consult with the Backup Servicer and use its best efforts to ensure that such Servicer's Certificate is corrected, and that subsequent Servicer's Certificates are accurate. If such discrepancies or exceptions cannot be reconciled within 30 days of such notice being provided to the Servicerdays, the Trustee and the Servicer are unable to resolve such discrepancy, the Trustee Backup Servicer's interpretation shall promptly notify the Holders of the Notes of such discrepancy. (c) Based solely on the information included in the Contract Schedule delivered on the Closing Date and the electronic reports provided on each Payment Date thereafter, the Trustee shall determine that any Substitute Contracts delivered under Section 3.10 satisfy the Substitution Criterion described in clause (i) of the second sentence of Section 3.04(b) of the Sale Agreement and clause (i) of the second sentence of Section 3.04(b) of the Receivables Purchase Agreementprevail for all subsequent Distribution Dates. (d) Other than as specifically set forth elsewhere The Backup Servicer will not be responsible for delays attributable to the Servicer's failure to deliver information, defects in this Agreement, the Trustee shall have no obligation to supervise, verify, monitor information supplied by Servicer or administer other circumstances beyond the performance control of the Servicer or the Subservicer and shall have no liability for any action taken or omitted by the Servicer or the SubservicerBackup Servicer. (e) The Trustee shall consult fully with the Servicer and the Subservicer as may be necessary from time to time to perform or carry out the Trustee's obligations hereunder, including the obligation to choose at any time a successor to the duties and obligations of the Servicer as servicer or Subservicer under Section 6.02 hereof. (f) The Subservicer shall provide the Trustee with a copy of the software that the Subservicer uses to service the Contracts, and the Trustee shall maintain possession of such software in a manner that will protect the proprietary information therein. The Trustee shall be under no obligation to load the software onto its computer systems and may not release such software to a third party unless the Subservicer is removed or otherwise is no longer acting as the Subservicer. The Trustee shall return such software upon final payment of all amounts due on the Notes.