THE PRICE SET FORTH IN THE DOCUMENT CREATING THE
RECOURSE.
(D)
THE SERVICER MAY GRANT TO THE OBLIGOR ON ANY CONTRACT THAT HAS
BEEN REPAID IN FULL ANY REBATE, REFUND OR ADJUSTMENT THAT THE SERVICER IN GOOD
FAITH BELIEVES IS REQUIRED BECAUSE OF PREPAYMENT IN FULL OF THE CONTRACT, AND
MAY DEDUCT THE AMOUNT OF ANY SUCH REBATE, REFUND OR ADJUSTMENT FROM THE AMOUNT
OTHERWISE PAYABLE BY THE SERVICER INTO THE COLLECTION ACCOUNT. THE SERVICER MAY
NOT PERMIT ANY RESCISSION OR CANCELLATION OF ANY CONTRACT NOR MAY IT TAKE ANY
ACTION WITH RESPECT TO ANY CONTRACT, EXCEPT AS REQUIRED BY APPLICABLE LAW,
REGULATION OR COURT ORDER, OR INSURANCE POLICY WHICH WOULD MATERIALLY IMPAIR THE
RIGHTS OF THE INDENTURE TRUSTEE, THE INSURER OR THE NOTEHOLDERS THEREIN OR IN
THE PROCEEDS THEREOF.
2.22.
PAYMENT IN FULL ON CONTRACT. UPON PAYMENT IN FULL ON ANY CONTRACT,
THE SERVICER SHALL NOTIFY THE CUSTODIAN PRIOR TO THE NEXT SUCCEEDING
DETERMINATION DATE BY A WRITTEN REQUEST FOR THE RELEASE OF SUCH CONTRACT (WHICH
SHALL INCLUDE A STATEMENT OF AN OFFICER OF THE SERVICER TO THE EFFECT THAT ALL
AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENT IN FULL WHICH ARE REQUIRED TO
BE DEPOSITED IN THE COLLECTION ACCOUNT PURSUANT TO SECTIONS 3.02 AND 3.03 HEREOF
HAVE BEEN SO DEPOSITED).
2.23.
DUTIES OF BACK-UP SERVICER.
(A)
THE BACK-UP SERVICER WILL PERFORM THE SERVICES SET FORTH IN THIS
SECTION 2.23 WHICH SHALL NOT BE DELEGATED TO THE SERVICER. THE BACK-UP SERVICER
SHALL, UNLESS IT IS PROHIBITED AS A MATTER OF LAW, AS EVIDENCED BY AN OPINION OF
COUNSEL PROVIDED FOR IN SECTION 5.09 AND UNLESS A DIFFERENT SUCCESSOR SERVICER
IS APPOINTED BY THE INSURER, SERVICE THE CONTRACTS UPON RECEIPT OF WRITTEN
NOTICE OF AN EVENT OF SERVICING TERMINATION BY THE SERVICER UNDER THIS SERVICING
AGREEMENT. THE BACK-UP SERVICER WILL, ON A PERIODIC BASIS, PERFORM THE FUNCTIONS
SPECIFIED IN THIS SECTION 2.23, PROVIDED THAT THE BACK-UP SERVICER SHALL BE
ENTITLED TO REQUEST OF AND RECEIVE FROM THE INDENTURE TRUSTEE AND THE SERVICER,
AS APPROPRIATE, ALL INFORMATION NECESSARY TO CONDUCT TESTS OR MAKE REPORTS IN A
TIMELY MANNER AS SPECIFIED BELOW AND, EXCEPT AS OTHERWISE SPECIFIED HEREIN, THE
BACK-UP SERVICER SHALL BE ENTITLED TO ASSUME FOR ALL PURPOSES THAT THE
INFORMATION RECEIVED BY IT IS TRUE, CORRECT AND COMPLETE, AND THE BACK-UP
SERVICER SHALL BE FULLY PROTECTED IN RELYING UPON SUCH INFORMATION WITHOUT ANY
INDEPENDENT INVESTIGATION OR AUDIT TO PROVE THE FACTS STATED THEREIN. THE
BACK-UP SERVICER SHALL UTILIZE SUCH METHODS AS IT DEEMS REASONABLE AND NECESSARY
TO RECONCILE INFORMATION PROVIDED BY THE SERVICER WITH THE CASH BALANCES HELD BY
THE INDENTURE TRUSTEE.
(B)
PRIOR TO EACH PAYMENT DATE, THE BACK-UP SERVICER SHALL REVIEW THE
MONTHLY SERVICER REPORT RELATED THERETO AND SHALL:
19
(I)
DETERMINE THAT SUCH MONTHLY SERVICER REPORT IS COMPLETE ON ITS
FACE;
(II)
REVIEW THE AMOUNTS ON DEPOSIT IN THE COLLECTION ACCOUNT AGAINST
THE MONTHLY DISTRIBUTION AMOUNTS SET FORTH IN SUCH MONTHLY SERVICER REPORT AND
REASONABLY DETERMINE WHETHER THE AMOUNT ON DEPOSIT IS SUFFICIENT TO PAY SUCH