SUCH DETERMINATION
DATE), THE BACK-UP SERVICER SHALL REVIEW THE SUMMARY AND SETTLEMENT REPORT
WORKSHEETS CONTAINED IN THE SETTLEMENT REPORT
4
AND WILL VERIFY THAT THE CORRECT BALANCES HAVE BEEN INSERTED BASED SOLELY ON THE
FORMULAS CONTAINED IN THE SETTLEMENT REPORT.
AS SOON AS PRACTICABLE FOLLOWING
EACH DETERMINATION DATE (BUT IN NO EVENT LATER THAN 2 BUSINESS DAYS FOLLOWING
SUCH DETERMINATION DATE), THE BACK-UP SERVICER SHALL REVIEW THE MONTHLY DATA
TAPE PROVIDED BY THE SERVICER WITH RESPECT TO THE RECEIVABLES.
(V)
THE BACK-UP SERVICER SHALL NOTIFY THE SERVICER,
THE COLLATERAL AGENT AND THE PURCHASERS IN WRITING OF ANY DISAGREEMENTS WITH THE
SUMMARY AND SETTLEMENT REPORT WORKSHEETS IN THE SETTLEMENT REPORT BASED ON SUCH
REVIEW OR OF ANY DISCREPANCIES WITH RESPECT TO THE MONTHLY DATA TAPE NOT LATER
THAN THE THIRD BUSINESS DAY PRECEDING THE RELATED SETTLEMENT DATE TO THE EXTENT
SUCH SETTLEMENT REPORT OR MONTHLY DATA TAPE WAS RECEIVED ON OR PRIOR TO THE
RELATED DETERMINATION DATE AND AS SOON AS PRACTICABLE IF IT IS RECEIVED AFTER
SUCH DATE.
(VI)
IF THE SERVICER DISAGREES WITH THE NOTICE PROVIDED
UNDER PARAGRAPH (V) ABOVE BY THE BACK-UP SERVICER OR IF THE SERVICER HAS NOT
RECONCILED SUCH DISCREPANCY, THE BACK-UP SERVICER AGREES TO CONFER WITH THE
SERVICER TO RESOLVE SUCH DISAGREEMENT AS PROMPTLY AS PRACTICABLE AND SHALL
SETTLE SUCH DISCREPANCY WITH THE SERVICER IF POSSIBLE, AND NOTIFY THE COLLATERAL
AGENT AND THE PURCHASERS IN WRITING OF THE RESOLUTION THEREOF.
THE SERVICER
HEREBY AGREES TO COOPERATE AT ITS OWN EXPENSE WITH THE BACK-UP SERVICER IN
RECONCILING ANY DISCREPANCIES THEREIN.
IF AFTER THE NOTIFICATION PROVIDED UNDER
PARAGRAPH (V) ABOVE BY THE BACK-UP SERVICER AND PRIOR TO THE RELATED SETTLEMENT
DATE, SUCH DISCREPANCY IS NOT RESOLVED, THE BACK-UP SERVICER SHALL PROMPTLY
NOTIFY IN WRITING THE PURCHASERS AND THE COLLATERAL AGENT OF THE CONTINUED
EXISTENCE OF SUCH DISCREPANCY.
FOLLOWING RECEIPT OF SUCH NOTICE BY THE
PURCHASERS AND THE COLLATERAL AGENT, THE SERVICER SHALL DELIVER TO THE
PURCHASERS, THE COLLATERAL AGENT AND THE BACK-UP SERVICER NO LATER THAN TWO
BUSINESS DAYS AFTER SUCH RECEIPT, A CERTIFICATE DESCRIBING THE NATURE AND AMOUNT
OF SUCH DISCREPANCY AND THE ACTIONS THE SERVICER PROPOSES TO TAKE WITH RESPECT
THERETO.
(VII)
ON A QUARTERLY BASIS, BEGINNING ON THE SETTLEMENT
DATE OCCURRING IN JANUARY 2004, THE BACK-UP SERVICER SHALL PREPARE A DUPLICATE
SETTLEMENT REPORT FOR THE PRIOR MONTH FROM THE BACK-UP SERVICER'S RECORDS.
SUCH
DUPLICATE SETTLEMENT REPORT SHALL BE DELIVERED TO THE COLLATERAL AGENT ON THE
SETTLEMENT DATE.
(D)
THE BACK-UP SERVICER UNDERTAKES TO PERFORM ONLY SUCH
DUTIES AND OBLIGATIONS AS ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE
LRPA, IT BEING EXPRESSLY UNDERSTOOD BY ALL PARTIES HERETO THAT THERE ARE NO
IMPLIED DUTIES OR OBLIGATIONS OF THE BACK-UP SERVICER HEREUNDER.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE BACK-UP SERVICER, EXCEPT AS
EXPRESSLY SET FORTH HEREIN, SHALL HAVE NO OBLIGATION TO SUPERVISE, VERIFY,
MONITOR OR ADMINISTER THE PERFORMANCE OF THE SERVICER.
THE BACK-UP SERVICER
SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION OF THE SERVICER.
NEITHER THE
BACK-UP SERVICER NOR ANY