FINANCED VEHICLE TO THE PERSON AGAINST WHOM RECOURSE EXISTS AT 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:
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(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