Common use of The Back-up Servicer Clause in Contracts

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the other Basic Documents. (b) Subject to the Back-up Servicer's obligations pursuant to this Section 8.02, prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer performs in such capacity, and the parties shall look only to the Servicer to perform such obligations. The Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall have TRUST AND SERVICING AGREEMENT no responsibility or liability in connection with the perfection or maintenance of a security interest in the Receivables. (c) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (d) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with any such written counsel, a copy of which has been furnished to the Indenture Trustee and the Insurer. (e) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (f) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur or whenever such liability is imposed. (h) Notwithstanding anything to the contrary herein, the Controlling Party shall have the right in its sole and absolute discretion to remove and replace the Back-up Servicer in accordance with Section 14.03. In the event that the Controlling Party exercises its right to remove and replace Deutsche Bank Trust Company Americas as Back-up Servicer, Deutsche Bank Trust Company Americas shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.02. (i) On or before the fifth Business Day of each month, the Servicer will deliver to the Back-up Servicer a Computer Tape containing such information with respect to the Receivables as of the close of business on the last day of the immediately preceding Collection Period as is necessary for preparation of the Servicer's Certificate. In addition, the Servicer shall, if so requested by the Insurer (unless an Insurer Default shall have occurred and be continuing) deliver to the Back-up Servicer (i) within five (5) Business Days of demand therefore a Computer Tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in a format TRUST AND SERVICING AGREEMENT acceptable to the Back-up Servicer in connection with servicing the Receivables and (ii) within fifteen (15) Business Days of demand therefore a copy of such other information as is reasonably requested by the Insurer for the purpose of reconciling such discrepancies. (j) The Back-up Servicer shall load the initial Computer Tape received from the Servicer pursuant to Section 8.02(e) hereof and confirm that such Computer Tape is in a readable form, and deliver to the Servicer and the Insurer a notice in substantially the form set forth as Exhibit C attached hereto. All other Computer Tapes will be stored by the Back-up Servicer in accordance with its customary practices. (k) To the extent the Back-up Servicer and the Indenture Trustee are the same party, the Back-up Servicer may resign under this Agreement upon 90 days' prior written notice to the Servicer, the Insurer and the Standby Servicer, and only to the extent such party is also resigning or being removed as Indenture Trustee hereunder or under the Indenture.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform TRUST AND SERVICING AGREEMENT those duties specifically imposed upon it by the provisions hereof, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the other Basic Documents. (b) Subject to the Back-up Servicer's obligations pursuant to this Section 8.02, prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer performs in such capacity, and the parties shall look only to the Servicer to perform such obligations. The Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, Servicer shall have TRUST AND SERVICING AGREEMENT no responsibility or liability in connection with the perfection or maintenance of a security interest in the Receivables. (c) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (d) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with any such written counsel, a copy of which has been furnished to the Indenture Trustee and the Insurer. (e) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (f) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur or whenever such liability is imposed. (hd) Notwithstanding anything to the contrary herein, the Controlling Party shall have the right in its sole and absolute discretion to remove and replace the Back-up Servicer in accordance with Section 14.03Servicer. In the event that the Controlling Party exercises its right to remove and replace Deutsche Bank Trust Company Americas [__________] as Back-up Servicer, Deutsche Bank Trust Company Americas [__________] shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.0212.02. (i) On or before the fifth Business Day of each month, the Servicer will deliver to the Back-up Servicer a Computer Tape containing such information with respect to the Receivables as of the close of business on the last day of the immediately preceding Collection Period as is necessary for preparation of the Servicer's Certificate. In addition, the Servicer shall, if so requested by the Insurer (unless an Insurer Default shall have occurred and be continuing) deliver to the Back-up Servicer (i) within five (5) Business Days of demand therefore a Computer Tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in a format TRUST AND SERVICING AGREEMENT acceptable to the Back-up Servicer in connection with servicing the Receivables and (ii) within fifteen (15) Business Days of demand therefore a copy of such other information as is reasonably requested by the Insurer for the purpose of reconciling such discrepancies. (j) The Back-up Servicer shall load the initial Computer Tape received from the Servicer pursuant to Section 8.02(e) hereof and confirm that such Computer Tape is in a readable form, and deliver to the Servicer and the Insurer a notice in substantially the form set forth as Exhibit C attached hereto. All other Computer Tapes will be stored by the Back-up Servicer in accordance with its customary practices. (ke) To the extent the Back-up Servicer and the Indenture Trustee are the same party, the Back-up Servicer may resign under this Agreement upon 90 days' prior written notice to the Servicer, the Insurer and the Standby Servicer, and only to the extent such party is also resigning or being removed as Indenture Trustee hereunder or under the Indenture.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform TRUST AND SERVICING AGREEMENT those duties specifically imposed upon it by the provisions hereof, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the other Basic Documents. (b) Subject to the Back-up Servicer's obligations pursuant to this Section 8.02, prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer performs in such capacity, and the parties shall look only to the Servicer to perform such obligations. The Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, Servicer shall have TRUST AND SERVICING AGREEMENT no responsibility or liability in connection with the perfection or maintenance of a security interest in the Receivables. (c) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (d) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with any such written counsel, a copy of which has been furnished to the Indenture Trustee and the Insurer. (e) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (f) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur or whenever such liability is imposed. (hd) Notwithstanding anything to the contrary herein, the Controlling Party shall have the right in its sole and absolute discretion to remove and replace the Back-up Servicer in accordance with Section 14.03Servicer. In the event that the Controlling Party exercises its right to remove and replace Deutsche Bank Trust Company Americas [__________] as Back-up Servicer, Deutsche Bank Trust Company Americas [__________] shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.0212. (i) On or before the fifth Business Day of each month, the Servicer will deliver to the Back-up Servicer a Computer Tape containing such information with respect to the Receivables as of the close of business on the last day of the immediately preceding Collection Period as is necessary for preparation of the Servicer's Certificate. In addition, the Servicer shall, if so requested by the Insurer (unless an Insurer Default shall have occurred and be continuing) deliver to the Back-up Servicer (i) within five (5) Business Days of demand therefore a Computer Tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in a format TRUST AND SERVICING AGREEMENT acceptable to the Back-up Servicer in connection with servicing the Receivables and (ii) within fifteen (15) Business Days of demand therefore a copy of such other information as is reasonably requested by the Insurer for the purpose of reconciling such discrepancies. (j) The Back-up Servicer shall load the initial Computer Tape received from the Servicer pursuant to Section 8.02(e) hereof and confirm that such Computer Tape is in a readable form, and deliver to the Servicer and the Insurer a notice in substantially the form set forth as Exhibit C attached hereto. All other Computer Tapes will be stored by the Back-up Servicer in accordance with its customary practices. (ke) To the extent the Back-up Servicer and the Indenture Trustee are the same party, the Back-up Servicer may resign under this Agreement upon 90 days' prior written notice to the Servicer, the Insurer and the Standby Servicer, and only to the extent such party is also resigning or being removed as Indenture Trustee hereunder or under the Indenture.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and Back-up Servicer acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it as Back-up Servicer by the provisions hereof, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the any other Basic DocumentsDocument to which it is not a party. (b) Subject to the Back-up Servicer's obligations pursuant to this Section 8.028.03, prior to assuming any of the Servicer's rights and obligations Back-up Servicer acting as successor Servicer hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer performs is performing in such capacityits capacity as Back-up Servicer, and the parties shall look only to the Servicer to perform such obligations. . (c) The Back-up Servicer, in its capacity as such, and not Servicer (including in its capacity as successor Servicer, shall have TRUST AND SERVICING AGREEMENT no responsibility or liability in connection with the perfection or maintenance of a security interest in the Receivables. (c) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (d) Prior to assuming any of the Servicer's rights and obligations hereunder, the The Back-up Servicer (including in its capacity as successor Servicer) may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with any such written counsel, a copy of which has been furnished to the Indenture Trustee and the InsurerOwner Trustee. (e) Prior to assuming any of the Servicer's rights and obligations hereunder, the The Back-up Servicer (including in its capacity as successor Servicer) shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (f) Prior to assuming any of the Servicer's rights and obligations hereunder, the The Back-up Servicer (including in its capacity as successor Servicer) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer (including in its capacity as successor Servicer, ) whenever such acts or omissions occur or whenever such liability is imposed. (h) Notwithstanding anything to the contrary herein, the Majority Controlling Party Noteholders shall have the right right, with or without cause, to remove the Back-up Servicer, in its capacity as Back-up Servicer, in its sole discretion and absolute discretion replace the Back-up Servicer upon seven (7) days prior written notice. In the event that the Majority Controlling Noteholders exercises its right to remove and replace the Back-up Servicer in accordance with Section 14.03. In the event that the Controlling Party exercises its right to remove and replace Deutsche Bank Trust Company Americas as Back-up Servicer, Deutsche Bank Trust Company Americas such Person shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.0213.02 hereof. (i) On or before the fifth Business Day of each month, the Servicer will deliver to the Back-up Servicer a Computer Tape containing such information with respect to the Receivables as of the close of business on the last day of the immediately preceding Collection Period as is necessary for preparation of the Servicer's Certificate. In addition, The Back-up Servicer shall use the Servicer shall, if so requested Computer Tape to recalculate the information specified in Sections 8.03(j)(ii) and (iii) hereof contained in the Servicer's Certificate delivered by the Insurer (unless an Insurer Default shall have occurred Servicer, and be continuing) deliver to the Back-up Servicer (i) within shall notify the Indenture Trustee and the Owner Trustee that it has recalculated such information in the Servicer's Certificate in accordance with this Section 8.03 and shall notify the Servicer and the Indenture Trustee of any discrepancies, in each case, on or before the fourth Business Day immediately preceding the related Payment Date but in no event fewer than five (5) Business Days after receiving the information required to make such calculations. Such notice shall be substantially in the form of demand therefore a Computer Tape containing as of Exhibit F attached hereto. In the close of business on the date of demand all of the data maintained by the Servicer in a format TRUST AND SERVICING AGREEMENT acceptable to event that the Back-up Servicer in connection with servicing reports any discrepancies, the Receivables Servicer and (ii) within fifteen (15) Business Days of demand therefore a copy of such other information as is reasonably requested by the Insurer for the purpose of reconciling such discrepancies. (j) The Back-up Servicer shall load the initial Computer Tape received from the Servicer pursuant attempt to Section 8.02(e) hereof and confirm that reconcile such Computer Tape is in a readable form, and deliver discrepancies prior to the related Payment Date, but in the absence of a reconciliation, the Servicer's Certificate shall control for the purpose of calculations and payments with respect to the related Payment Date. In the event that the Back-up Servicer and the Insurer Servicer are unable to reconcile discrepancies with respect to a notice Servicer's Certificate by the related Payment Date, (i) the Back-up Servicer will notify the Indenture Trustee and the Owner Trustee, and (ii) the Servicer shall cause a firm of Independent certified public accountants, at the Servicer's expense, to audit the Servicer's Certificate and, prior to the fifth calendar day of the following month, reconcile the discrepancies. The effect, if any, of such reconciliation shall be reflected in substantially the form set forth as Exhibit C attached heretoServicer's Certificate for such next succeeding Determination Date. All other Computer Tapes received by the Back-up Servicer will be stored by the Back-up Servicer in accordance with its customary practices. (kj) To the extent the The Back-up Servicer shall review each Servicer's Certificate delivered by the Servicer pursuant to Section 8.12 and shall, based upon the information provided from the Servicer under Section 8.03(i): (i) confirm that such Servicer's Certificate is complete on its face; (ii) load the Computer Tape received from the Servicer pursuant to Section 8.03(i) hereof, confirm that such Computer Tape is in a readable form, and calculate the Principal Balance of the Receivables based on the aggregate Principal Balance of the Receivables as of the preceding Payment Date (as set forth in such Servicer's Certificate) and the principal portion of the Scheduled Receivable Payment or Modified Scheduled Receivable Payment for the Receivables (as set forth in such Servicer's Certificate) and compare such calculation to that set forth in the Servicer's Certificate (and give notice of any discrepancy to the Indenture Trustee are Trustee); and (iii) recalculate the same partyAvailable Funds, the Class A-1 Monthly Interest, the Class A-2 Monthly Interest, the Class A-3 Monthly Interest, the Class A-4 Monthly Interest, the Class B Monthly Interest, the Class C Monthly Interest, the Class D Monthly Interest, the Certificate Monthly Interest, the Monthly Principal, the Certificate Monthly Principal, the Servicing Fee, the Back-up Servicer may resign under this Agreement upon 90 days' prior written Fee, the Indenture Trustee Fee, the Owner Trustee Fee, the amounts on deposit in the Reserve Account and the Collection Account, based solely on the balances and calculations specifically set forth in the Servicer's Certificate, and compare such recalculations to those set forth in the Servicer's Certificate. To the extent of any discrepancy, the Back-up Servicer shall give notice thereof to the Indenture Trustee. The Back-up Servicer, the Insurer and the Standby Servicer, and only 's obligation shall be limited to the extent such party is also resigning or being removed as Indenture Trustee hereunder or under mathematical recalculation of the Indentureamounts set forth in Sections 8.03(j)(ii) and (iii) based on the Servicer's Certificate and Computer Tape.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof, and shall have no obligations or duties under any agreement to which it is not a party, including including, but not limited to to, the other Basic Documents. (b) Subject to the Back-up Servicer's obligations pursuant to this Section 8.02, prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer performs in such capacity, and the parties shall look only to the Servicer to perform such obligations. The Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, Servicer shall have TRUST AND SERVICING AGREEMENT no responsibility or liability in connection with the perfection or maintenance of a security interest in the Receivables. (c) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (d) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with any such written counsel, a copy of which has been furnished to the Indenture Trustee and the Insurer. (e) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (f) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur or whenever such liability is imposed. (hd) Notwithstanding anything to the contrary herein, the Controlling Party shall have the right in its sole and absolute discretion to remove and replace the Back-up Servicer in accordance with Section 14.03. In the event that the Controlling Party exercises its right to remove and replace Deutsche Bank Trust Company Americas as Back-up Servicer, Deutsche Bank Trust Company Americas shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.02. (ie) On or before the fifth Business Day of each month, the Servicer will deliver to the Back-up Servicer a Computer Tape containing such information with respect to the Receivables as of the close of business on the last day of the immediately preceding Collection Period as is necessary for preparation of the Servicer's Certificate. In addition, the Servicer shall, if so requested by the Insurer (unless an Insurer Default shall have occurred and be continuing) deliver to the Back-up Servicer (i) within five (5) Business Days of demand therefore a Computer Tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in a format TRUST AND SERVICING AGREEMENT acceptable to the Back-up Servicer in connection with servicing the Receivables and (ii) within fifteen (15) Business Days of demand therefore a copy of such other information as is reasonably requested by the Insurer for the purpose of reconciling such discrepancies. (jf) The Back-up Servicer shall load the initial Computer Tape received from the Servicer pursuant to Section 8.02(e) hereof and confirm that such Computer Tape is in a readable form, and deliver to the Servicer and the Insurer a notice in substantially the form set forth as Exhibit C attached hereto. All other Computer Tapes will be stored by the Back-up Servicer in accordance with its customary practices. (kg) To the extent the Back-up Servicer and the Indenture Trustee are the same party, the Back-up Servicer may resign under this Agreement upon 90 days' days prior written notice to the Servicer, the Insurer and the Standby Servicer, and only to the extent such party is also resigning or being removed as Indenture Trustee hereunder or under the Indenture.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the any other Basic DocumentsDocument to which it is not a party. (b) Subject to the Back-up Servicer's obligations pursuant to this Section 8.02, prior Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall not be liable for any obligation of the Master Servicer or the Subservicer contained in this Agreement so long as the Back-up Servicer performs in such capacity, and the parties shall look only to the Master Servicer and the Subservicer to perform such obligations. The Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall have TRUST AND SERVICING AGREEMENT no responsibility or liability in connection with the perfection or maintenance of a security interest in the Receivables. (c) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (d) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with any such written counsel, a copy of which has been furnished to the Indenture Trustee and the Insurer. (e) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (f) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur or whenever such liability is imposed. (hd) Notwithstanding anything to the contrary herein, the Controlling Party shall have the right right, with or without cause, to remove the Back-up Servicer in its sole and absolute discretion to remove and replace the Back-up Servicer in accordance with Section 14.03Servicer. In the event that the Controlling Party exercises its right to remove and replace Deutsche Bank Trust Company Americas as the Back-up Servicer, Deutsche Bank Trust Company Americas such Person shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.027.03. (i) On or before the fifth Business Day of each month, the Servicer will deliver to the Back-up Servicer a Computer Tape containing such information with respect to the Receivables as of the close of business on the last day of the immediately preceding Collection Period as is necessary for preparation of the Servicer's Certificate. In addition, the Servicer shall, if so requested by the Insurer (unless an Insurer Default shall have occurred and be continuing) deliver to the Back-up Servicer (i) within five (5) Business Days of demand therefore a Computer Tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in a format TRUST AND SERVICING AGREEMENT acceptable to the Back-up Servicer in connection with servicing the Receivables and (ii) within fifteen (15) Business Days of demand therefore a copy of such other information as is reasonably requested by the Insurer for the purpose of reconciling such discrepancies. (j) The Back-up Servicer shall load the initial Computer Tape received from the Servicer pursuant to Section 8.02(e) hereof and confirm that such Computer Tape is in a readable form, and deliver to the Servicer and the Insurer a notice in substantially the form set forth as Exhibit C attached hereto. All other Computer Tapes will be stored by the Back-up Servicer in accordance with its customary practices. (k) To the extent the Back-up Servicer and the Indenture Trustee are the same party, the Back-up Servicer may resign under this Agreement upon 90 days' prior written notice to the Servicer, the Insurer and the Standby Servicer, and only to the extent such party is also resigning or being removed as Indenture Trustee hereunder or under the Indenture.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and Back-up Servicer acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it as Back-up Servicer by the provisions hereof, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the any other Basic DocumentsDocument to which it is not a party. (b) Subject to the Back-up Servicer's ’s obligations pursuant to this Section 8.028.03, prior to assuming any of the Servicer's rights and obligations Back-up Servicer acting as successor Servicer hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer performs is performing in such capacityits capacity as Back-up Servicer, and the parties shall look only to the Servicer to perform such obligations. . (c) The Back-up Servicer, in its capacity as such, and not Servicer (including in its capacity as successor Servicer, shall have TRUST AND SERVICING AGREEMENT no responsibility or liability in connection with the perfection or maintenance of a security interest in the Receivables. (c) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (d) Prior to assuming any of the Servicer's rights and obligations hereunder, the The Back-up Servicer (including in its capacity as successor Servicer) may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with any such written counsel, a copy of which has been furnished to the Indenture Trustee and the Insurer. (e) Prior to assuming any of the Servicer's rights and obligations hereunder, the The Back-up Servicer (including in its capacity as successor Servicer) shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (f) Prior to assuming any of the Servicer's rights and obligations hereunder, the The Back-up Servicer (including in its capacity as successor Servicer) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer (including in its capacity as successor Servicer, ) whenever such acts or omissions occur or whenever such liability is imposed. (h) Notwithstanding anything to the contrary herein, the Controlling Party shall have the right right, with or without cause, to remove the Back-up Servicer, in its capacity as Back-up Servicer, in its sole and absolute discretion to remove and replace the Back-up Servicer in accordance with Section 14.03upon seven (7) days prior written notice. In the event that the Controlling Party exercises its right to remove and replace Deutsche Bank Trust Company Americas as the Back-up Servicer, Deutsche Bank Trust Company Americas such Person shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.0213.02 hereof. (i) On or before the fifth Business Day of each month, the Servicer will deliver to the Back-up Servicer a Computer Tape containing such information with respect to the Receivables as of the close of business on the last day of the immediately preceding Collection Period as is necessary for preparation of the Servicer's ’s Certificate. The Back-up Servicer shall use the Computer Tape to recalculate the information specified in Sections 8.03(j)(ii) and (iii) hereof contained in the Servicer’s Certificate delivered by the Servicer, and the Back-up Servicer shall notify the Insurer that it has recalculated such information in the Servicer’s Certificate in accordance with this Section 8.03 and shall notify the Servicer, the Insurer and the Indenture Trustee of any discrepancies, in each case, on or before the related Deficiency Claim Date but in no event fewer than five (5) Business Days after receiving the information required to make such calculations. Such notice shall be substantially in the form of Exhibit F attached hereto. In the event that the Back-up Servicer reports any discrepancies, the Servicer and the Back-up Servicer shall attempt to reconcile such discrepancies prior to the related Payment Date, but in the absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and payments with respect to the related Payment Date. In the event that the Back-up Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s Certificate by the related Payment Date, (i) the Back-up Servicer will notify the Insurer and the Indenture Trustee, and (ii) the Servicer shall cause a firm of independent certified public accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the fifth calendar day of the following month, reconcile the discrepancies. The effect, if any, of such reconciliation shall be reflected in the Servicer’s Certificate for such next succeeding Determination Date. In addition, the Servicer shall, if so requested by the Insurer (unless an so long as Insurer Default shall have occurred and be continuingis the Controlling Party) deliver to the Back-up Servicer (i) within five (5) Business Days of demand therefore a Computer Tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in a format TRUST AND SERVICING AGREEMENT acceptable to the Back-up Servicer in connection with servicing the Receivables and (ii) within fifteen (15) Business Days of demand therefore a copy of such other information as is reasonably requested by the Insurer, (so long as the Insurer is the Controlling Party) for the purpose of reconciling such discrepancies. (j) The . All Computer Tapes received by the Back-up Servicer shall load the initial Computer Tape received from the Servicer pursuant to Section 8.02(e) hereof and confirm that such Computer Tape is in a readable form, and deliver to the Servicer and the Insurer a notice in substantially the form set forth as Exhibit C attached hereto. All other Computer Tapes will be stored by the Back-up Servicer in accordance with its customary practices. (kj) To the extent the The Back-up Servicer shall review each Servicer’s Certificate delivered by the Servicer pursuant to Section 8.12 and shall, based upon the information provided from the Servicer under Section 8.03(i): (i) confirm that such Servicer’s Certificate is complete on its face; (ii) load the Computer Tape received from the Servicer pursuant to Section 8.03(i) hereof, confirm that such Computer Tape is in a readable form, and calculate the Principal Balance of the Receivables based on the aggregate Principal Balance of the Receivables as of the preceding Payment Date (as set forth in such Servicer’s Certificate) and the Indenture Trustee are principal portion of the same partyScheduled Receivable Payment or Modified Scheduled Receivable Payment for the Receivables (as set forth in such Servicer’s Certificate) and compare such calculation to that set forth in the Servicer’s Certificate (and give notice of any discrepancy to the Insurer); and (iii) recalculate the Available Funds, the Class A-1 Monthly Interest, the Class A-2 Monthly Interest, the Class A-3 Monthly Interest, the Class A-4 Monthly Interest, the Class I Monthly Interest, the Monthly Principal, the Servicing Fee, the Back-up Servicer may resign under this Agreement upon 90 days' prior written Fee, the Indenture Trustee Fee, the Owner Trustee Fee, the amounts on deposit in the Spread Account, the Collection Account and the Payahead Account, the Premium, the Lock-Box Collection Percentage, the Delinquency Ratio, the Cumulative Net Loss Ratio, the Pool Factor and the Monthly Extension Rate in the Servicer’s Certificate for such Determination Date, based solely on the balances and calculations specifically set forth in the Servicer’s Certificate, and compare such recalculations to those set forth in the Servicer’s Certificate. To the extent of any discrepancy, the Back-up Servicer shall give notice thereof to the Insurer. The Back-up Servicer, the Insurer and the Standby Servicer, and only ’s obligation shall be limited to the extent such party is also resigning or being removed as Indenture Trustee hereunder or under mathematical recalculation of the Indentureamounts set forth in Sections 8.03(j)(ii) and (iii) based on the Servicer’s Certificate and Computer Tape.