Common use of Review and Verification Clause in Contracts

Review and Verification. (a) Notwithstanding anything in Section 2.01 to the contrary, on or before the end of the fifth Business Day prior to each Payment Date, the Servicer and the Deal Agent shall provide sufficient data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical accuracy of the Monthly Report on an Aggregate Basis related thereto and: (i) confirm that such Monthly Report is complete on its face; (ii) verify that the amounts to be withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Collateral Agent are the same as the amount set forth in the Monthly Report; and (iii) verify that the amounts credited to and withdrawn from the Reserve Account and the balance of such account, as set forth in the records of the Collateral Agent are the same as the amount set forth in the Monthly Report. (b) The Backup Servicer shall, on or before the Determination Date with respect to any Collection Period, review the Monthly Report to verify the following: (i) the amount of the related distribution allocable to principal; (ii) the amount of the related distribution allocable to interest; (iii) the amount of the related distribution payable out of the Reserve Account; (iv) the Aggregate Outstanding Eligible Loan Net Balance, the Aggregate Outstanding Eligible Loan Balance and the aggregate Outstanding Balance of all Eligible Contracts as of the close of business on the last day of the preceding Collection Period; (v) the Aggregate Loan Amount, the Class A Aggregate Loan Amount and the Class B Aggregate Loan Amount; (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be; and (vii) the total amount of Collections for the related Collection Period. (c) No later than the Business Day preceding each Payment Date, the Backup Servicer shall provide written notice to the Deal Agent with respect to whether there are any inconsistencies or deficiencies with respect to its review and verification set forth in paragraphs (a) and (b) above and, if any, shall provide a description thereof as set forth in Section 2.10 hereof. In the event of any discrepancy between the information set forth in subparagraphs (a) and (b) above, as calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and, if within five (5) days of such notice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Deal Agent of such discrepancy. (i) Other than as specifically set forth elsewhere in this Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no duty, responsibility, obligation, or liability (collectively “Liability”) for any action taken or omitted by the Servicer. (ii) The Backup Servicer shall consult with the Servicer as may be necessary from time to time to perform or carry out the Backup Servicer’s obligations hereunder, including the obligation, if requested in writing by the Deal Agent, to succeed within thirty (30) days to the duties and obligations of the Servicer pursuant to Section 2.03. (iii) Except as otherwise provided in this Agreement, the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no Liability for the acts or omissions of the Servicer or for the inaccuracy of any data provided, produced or supplied by the Servicer. If any error, inaccuracy or omission (collectively, “Errors”) exists in any information received from the Servicer, and such Errors should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “Continued Errors”), the Backup Servicer shall have no Liability for such Continued Errors. In the event the Backup Servicer becomes aware of Errors or Continued Errors which, in the opinion of the Backup Servicer impairs its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Deal Agent of such Errors and/or Continued Errors and may, with the prior consent of the Deal Agent, undertake to reconstruct and reconcile such data as it deems appropriate to correct such Errors and Continued Errors and prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended from the Servicer and to the extent not reimbursed by the Servicer, such amounts shall be reimbursed by the Borrower pursuant to Section 2.6(a) of the Loan Agreement. (iv) The Backup Servicer and its officers, directors, employees and agents shall be indemnified by the Servicer from and against all claims, damages, losses or expenses reasonably incurred by the Backup Servicer (including reasonable and documented attorney’s fees and expenses, including, without limitation, any reasonable and documented out-of-pocket legal fees, costs (including court costs) and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Backup Servicer of any indemnification or other obligation of the Servicer) arising out of claims asserted against the Backup Servicer on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim accrues before the Assumption Date, except for any claims, damages, losses or expenses arising from the Backup Servicer’s own willful misconduct, bad faith or gross negligence, as determined by a court of competent jurisdiction. The indemnification provided for in this Section shall be paid to the Backup Servicer until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or gross negligence, at which time the Backup Servicer shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed as determined by such court. The obligations of the Servicer under this Section shall survive the termination or assignment of this Agreement and the earlier resignation or removal of the Backup Servicer. (v) To the extent the Backup Servicer requires any information, supplementary reports or data that is to be provided to it pursuant to the Transaction Documents in order to complete its verification duties, the Backup Servicer’s verification duties are conditioned upon timely receipt by the Backup Servicer of such information.

Review and Verification. (a) Notwithstanding anything in Section 2.01 2.1 to the contrary, on or before the end of the fifth third Business Day prior to of each Payment Datemonth, the Servicer and the Deal Trust Collateral Agent shall provide sufficient data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical accuracy of the Monthly Report Servicer’s Certificate on an Aggregate Basis related thereto andand determine the following: (i) confirm that such Monthly Report Servicer’s Certificate is complete on its face; (ii) verify that the amounts credited to be and withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate; and (iii) verify that the amounts credited to and withdrawn from the Reserve Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate. (b) The Backup Servicer shall, on or before the Determination day prior to the Distribution Date with respect to any Collection Period, review verify the Monthly Report mathematical accuracy of the Servicer’s Certificate in its entirety, which shall include but not be limited to verify the following: (i) the amount of the related distribution allocable to principal; (ii) the amount of the related distribution allocable to interest; (iii) the amount of the related distribution payable out of the Reserve Account; (iv) the Aggregate Outstanding Net Eligible Loan Net Balance, the Aggregate Outstanding Eligible Loan Balance and the aggregate Outstanding Balance of all Eligible Contracts as of the close of business on the last day of the preceding Collection Period; (v) the Aggregate Loan AmountClass A Note Balance, the Class A Aggregate Loan Amount B Note Balance, and the Class B Aggregate Loan AmountC Note Balance; (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be; and; (vii) the Class A Interest Carryover Shortfall, if any, and the Class B Interest Carryover Shortfall, if any; (viii) the total amount of Collections for the related Collection Period; and (ix) the aggregate Purchase Amount for the Ineligible Loans and Ineligible Contracts, if any, that was paid in such period. (c) No later than the Business Day preceding each Payment Date, the The Backup Servicer shall provide written notice to the Deal Trust Collateral Agent with respect to whether there are any inconsistencies or deficiencies with respect to its review and verification set forth in paragraphs (a) and (b) above and, if any, shall provide a description thereof as set forth in Section 2.10 hereof. In the event of any discrepancy between the information set forth in subparagraphs (a) and (b) above, as calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and, if within five (5) days of such notice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Deal Trust Collateral Agent of such discrepancy. The Backup Servicer shall review the information contained in the Servicer’s Certificate delivered to it in accordance with Section 4.09(c) of the Sale and Servicing Agreement against the information on the Servicer’s Data File, on an aggregate basis. No later than three (3) Business Days after the Backup Servicer’s receipt of each Servicer’s Certificate, the Backup Servicer shall notify the Servicer, the Trust Collateral Agent and the Indenture Trustee of any inconsistencies between the Servicer’s Certificate and the information contained in the Servicer’s Data File; provided, however, in the absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and distributions with respect to the related Distribution Date. If the Backup Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s Certificate prior to the related Distribution Date, the Servicer shall cause a firm of independent accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the third Business Day, but in no event later than 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 Distribution Date. The Backup Servicer shall only review the information provided by the Servicer in the Servicer’s Certificate and in the Servicer’s Data File and its obligation to report any inconsistencies shall be limited to those determinable from such information. (i) Other than as specifically set forth elsewhere in this Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no duty, responsibility, obligation, or liability (collectively “Liability”) for any action taken or omitted by the Servicer. (ii) The Backup Servicer shall consult with the Servicer as may be necessary from time to time to perform or carry out the Backup Servicer’s obligations hereunder, including the obligation, if requested in writing by the Deal Trust Collateral Agent, to succeed within thirty (30) days to the duties and obligations of the Servicer pursuant to Section 2.032.3. (iii) Except as otherwise provided in this Agreement, the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no Liability for the acts or omissions of the Servicer or for the inaccuracy of any data provided, produced or supplied by the Servicer. If any error, inaccuracy or omission (collectively, “Errors”) exists in any information received from the Servicer, and such Errors should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “Continued Errors”), the Backup Servicer shall have no Liability for such Continued Errors; provided, however, that this provision shall not protect the Backup Servicer against any Liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in discovering or correcting any Error or in the performance of its duties hereunder or under the Sale and Servicing Agreement. In the event the Backup Servicer becomes aware of Errors or and/or Continued Errors which, in the opinion of the Backup Servicer impairs its ability to perform its services hereunder, the Backup Servicer Servicer: (i) shall promptly notify the Servicer and the Deal Agent of such Errors and/or Continued Errors Errors; and may, with the prior consent of the Deal Agent, undertake (ii) may use its best efforts to reconstruct and reconcile such data as it deems appropriate to correct such Errors and and/or Continued Errors and prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended from the Servicer and to the extent not reimbursed by the Servicer, such amounts shall be reimbursed by the Borrower pursuant to Section 2.6(a) of the Loan Agreement. (iv) The Backup Servicer and its officers, directors, employees and agents shall be indemnified by the Servicer and the Issuer, jointly and severally, from and against all claims, damages, losses or expenses reasonably incurred by the Backup Servicer (including reasonable and documented attorney’s fees and expenses, including, without limitation, any reasonable and documented out-of-pocket legal fees, costs (including court costs) and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Backup Servicer of any indemnification or other obligation of the Servicer) arising out of claims asserted against the Backup Servicer on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim accrues before the Assumption Date, except for any claims, damages, losses or expenses arising from the Backup Servicer’s own willful misconductmisfeasance, bad faith or gross negligence, as determined by a court of competent jurisdiction. The indemnification provided for in this Section shall be paid to the Backup Servicer until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or gross negligence, at which time the Backup Servicer shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed as determined by such court. The obligations of the Servicer and the Issuer under this Section shall survive the termination or assignment of this Agreement and the earlier resignation or removal of the Backup Servicer. (v) To the extent the Backup Servicer requires any information, supplementary information supplementing reports or data that is to be provided to it pursuant to the Transaction Basic Documents in order to complete its verification duties, the Backup Servicer’s verification duties are conditioned upon timely receipt by the Backup Servicer of such information.

Review and Verification. (a) Notwithstanding anything in Section 2.01 2.1 to the contrary, on or before the end of the fifth second Business Day prior to each Payment Determination Date, the Servicer and the Deal Trust Collateral Agent shall provide sufficient data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical accuracy of the Monthly Report Servicer's Certificate on an Aggregate Basis related thereto andand determine the following: (i) confirm that such Monthly Report Servicer's Certificate is complete on its face; (ii) verify that the amounts credited to be and withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer's Certificate; and (iii) verify that the amounts credited to and withdrawn from the Reserve Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer's Certificate. (b) The Backup Servicer shall, on or before the Determination Date with respect to any Collection Period, review verify the Monthly Report mathematical accuracy of the Servicer's Certificate in its entirety, which shall include but not be limited to verify the following: (i) the amount of the related distribution allocable to principal; (ii) the amount of the related distribution allocable to interest; (iii) the amount of the related distribution payable out of the Reserve Account; (iv) the Aggregate Outstanding Net Eligible Loan Net Balance, the Aggregate Outstanding Eligible Loan Balance and the aggregate Outstanding Balance of all Eligible Contracts as of the close of business on the last day of the preceding Collection Period; (v) the Aggregate Loan Amount, the Class A Aggregate Loan Amount Note Balance and the Class B Aggregate Loan AmountPool Factor; (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be; and; (vii) the Class A Interest Carryover Shortfall, if any; (viii) the total amount of Collections for the related Collection Period; and (ix) the aggregate Purchase Amount for the Ineligible Loans and Ineligible Contracts, if any, that was paid in such period. (c) No later than the Business Day preceding each Payment Date, the The Backup Servicer shall provide written notice to the Deal Class A Insurer and the Trust Collateral Agent with respect to whether there are any inconsistencies or deficiencies with respect to its review and verification set forth in paragraphs (a) and (b) above and, if any, shall provide a description thereof as set forth in Section 2.10 hereof. In the event of any discrepancy between the information set forth in subparagraphs (a) and (b) above, as calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and, if within five (5) days of such notice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Deal Class A Insurer and the Trust Collateral Agent of such discrepancy. (i) Other than as specifically set forth elsewhere in this Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no duty, responsibility, obligation, or liability (collectively “"Liability”") for any action taken or omitted by the Servicer. (ii) The Backup Servicer shall consult with the Servicer as may be necessary from time to time to perform or carry out the Backup Servicer’s 's obligations hereunder, including the obligation, if requested in writing by the Deal AgentClass A Insurer, to succeed within thirty (30) days to the duties and obligations of the Servicer pursuant to Section 2.032.3. (iii) Except as otherwise provided in this Agreement, the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no Liability for the acts or omissions of the Servicer or for the inaccuracy of any data provided, produced or supplied by the Servicer. If any error, inaccuracy or omission (collectively, “"Errors”") exists in any information received from the Servicer, and such Errors should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “"Continued Errors”"), the Backup Servicer shall have no Liability for such Continued Errors; provided, however, that this provision shall not protect the Backup Servicer against any Liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in discovering or correcting any Error or in the performance of its duties hereunder or under the Sale and Servicing Agreement. In the event the Backup Servicer becomes aware of Errors or and/or Continued Errors which, in the opinion of the Backup Servicer impairs its ability to perform its services hereunder, the Backup Servicer Servicer: (i) shall promptly notify the Servicer and the Deal Agent Class A Insurer of such Errors and/or Continued Errors Errors; and (ii) may, with the prior consent of the Deal AgentClass A Insurer, undertake use its best efforts to reconstruct and reconcile such data as it deems appropriate to correct such Errors and and/or Continued Errors and prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended from the Servicer and to the extent not reimbursed by the Servicer, such amounts shall be reimbursed by the Borrower pursuant to Section 2.6(a) of the Loan Agreement. (iv) The Backup Servicer and its officers, directors, employees and agents shall be indemnified by the Servicer and the Issuer, jointly and severally, from and against all claims, damages, losses or expenses reasonably incurred by the Backup Servicer (including reasonable and documented attorney’s 's fees and expenses, including, without limitation, any reasonable and documented out-of-pocket legal fees, costs (including court costs) and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Backup Servicer of any indemnification or other obligation of the Servicer) arising out of claims asserted against the Backup Servicer on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim accrues before the Assumption Date, except for any claims, damages, losses or expenses arising from the Backup Servicer’s 's own willful misconductmisfeasance, bad faith or gross negligence, as determined by a court of competent jurisdiction. The indemnification provided for in this Section shall be paid to the Backup Servicer until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or gross negligence, at which time the Backup Servicer shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed as determined by such court. The obligations of the Servicer and the Issuer under this Section shall survive the termination or assignment of this Agreement and the earlier resignation or removal of the Backup Servicer. (v) To the extent the Backup Servicer requires any information, supplementary information supplementing reports or data that is to be provided to it pursuant to the Transaction Basic Documents in order to complete its verification duties, the Backup Servicer’s 's verification duties are conditioned upon timely receipt by the Backup Servicer of such information.

Review and Verification. (a) Notwithstanding anything in Section 2.01 2.1 to the contrary, on or before the end of the fifth third Business Day prior to of each Payment Datemonth, the Servicer and the Deal Trust Collateral Agent shall provide sufficient data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical accuracy of the Monthly Report Servicer’s Certificate on an Aggregate Basis related thereto andand determine the following: (i) confirm that such Monthly Report Servicer’s Certificate is complete on its face; (ii) verify that the amounts credited to be and withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate; and (iii) verify that the amounts credited to and withdrawn from the Reserve Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate. (b) The Backup Servicer shall, on or before the Determination day prior to the Distribution Date with respect to any Collection Period, review verify the Monthly Report mathematical accuracy of the Servicer’s Certificate in its entirety, which shall include but not be limited to verify the following: (i) the amount of the related distribution allocable to principalprincipal of the Notes; (ii) the amount of the related distribution allocable to interestinterest on the Notes; (iii) the amount of the related distribution payable out of the Reserve Account; (iv) the Aggregate Outstanding Net Eligible Loan Net Balance, the Aggregate Outstanding Eligible Loan Balance and the aggregate Outstanding Balance of all Eligible Contracts as of the close of business on the last day of the preceding Collection PeriodPeriod (in each case, calculated separately for Purchased Loans, Dealer Loans and all Loans in the aggregate); (v) the Aggregate Loan AmountNote Balance, the Class A Aggregate Loan Amount Note Balance, the Class B Note Balance, and the Class B Aggregate Loan AmountC Note Balance, in each case after giving effect to payments allocated to principal reported under (i) above; (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be; and; (vii) the Class A Interest Carryover Shortfall, if any, and the Class B Interest Carryover Shortfall, if any; (viii) the total amount of Collections for the related Collection Period; and (ix) the aggregate Purchase Amount for the Ineligible Loans and Ineligible Contracts, if any, that was paid in such period. (c) No later than the Business Day preceding each Payment Date, the The Backup Servicer shall provide written notice to the Deal Trust Collateral Agent and Indenture Trustee with respect to whether there are any inconsistencies or deficiencies with respect to its review and verification set forth in paragraphs (a) and (b) above and, if any, shall provide a description thereof as set forth in Section 2.10 hereof. In the event of any discrepancy between the information set forth in subparagraphs (a) and (b) above, as calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and, if within five (5) days of such notice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Deal Trust Collateral Agent and Indenture Trustee of such discrepancy. The Backup Servicer shall review the information contained in the Servicer’s Certificate delivered to it in accordance with Section 4.09(c) of the Sale and Servicing Agreement against the information on the Servicer’s Data File, on an aggregate basis. No later than three (3) Business Days after the Backup Servicer’s receipt of each Servicer’s Certificate, the Backup Servicer shall notify the Servicer, the Trust Collateral Agent and the Indenture Trustee of any inconsistencies between the Servicer’s Certificate and the information contained in the Servicer’s Data File; provided, however, in the absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and distributions with respect to the related Distribution Date. If the Backup Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s Certificate prior to the related Distribution Date, the Servicer shall cause a firm of independent accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the third Business Day, but in no event later than 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 Distribution Date. The Backup Servicer shall only review the information provided by the Servicer in the Servicer’s Certificate and in the Servicer’s Data File and its obligation to report any inconsistencies shall be limited to those determinable from such information. (i) Other than as specifically set forth elsewhere in this Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no duty, responsibility, obligation, or liability (collectively “Liability”) for any action taken or omitted by the Servicer. (ii) The Backup Servicer shall consult with the Servicer as may be necessary from time to time to perform or carry out the Backup Servicer’s obligations hereunder, including the obligation, if requested in writing by the Deal Trust Collateral Agent, to succeed within thirty (30) days to the duties and obligations of the Servicer pursuant to Section 2.032.3. (iii) Except as otherwise provided in this Agreement, the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no Liability for the acts or omissions of the Servicer or for the inaccuracy of any data provided, produced or supplied by the Servicer. If any error, inaccuracy or omission (collectively, “Errors”) exists in any information received from the Servicer, and such Errors should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “Continued Errors”), the Backup Servicer shall have no Liability for such Continued Errors; provided, however, that this provision shall not protect the Backup Servicer against any Liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in discovering or correcting any Error or in the performance of its duties hereunder or under the Sale and Servicing Agreement. In the event the Backup Servicer becomes aware of Errors or and/or Continued Errors which, in the opinion of the Backup Servicer impairs its ability to perform its services hereunder, the Backup Servicer Servicer: (i) shall promptly notify the Servicer and the Deal Agent of such Errors and/or Continued Errors Errors; and may, with the prior consent of the Deal Agent, undertake (ii) may use its best efforts to reconstruct and reconcile such data as it deems appropriate to correct such Errors and and/or Continued Errors and prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended from the Servicer and to the extent not reimbursed by the Servicer, such amounts shall be reimbursed by the Borrower pursuant to Section 2.6(a) of the Loan Agreement. (iv) The Backup Servicer and its officers, directors, employees and agents shall be indemnified by the Servicer and the Issuer, jointly and severally, from and against all claims, damages, losses or expenses reasonably incurred by the Backup Servicer (including reasonable and documented attorney’s fees and expenses, including, without limitation, any reasonable and documented out-of-pocket legal fees, costs (including court costs) and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Backup Servicer of any indemnification or other obligation of the Servicer) arising out of claims asserted against the Backup Servicer on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim accrues before the Assumption Date, except for any claims, damages, losses or expenses arising from the Backup Servicer’s own willful misconductmisfeasance, bad faith or gross negligence, as determined by a court of competent jurisdiction. The indemnification provided for in this Section shall be paid to the Backup Servicer until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or gross negligence, at which time the Backup Servicer shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed as determined by such court. The obligations of the Servicer and the Issuer under this Section shall survive the termination or assignment of this Agreement and the earlier resignation or removal of the Backup Servicer. (v) To the extent the Backup Servicer requires any information, supplementary information supplementing reports or data that is to be provided to it pursuant to the Transaction Basic Documents in order to complete its verification duties, the Backup Servicer’s verification duties are conditioned upon timely receipt by the Backup Servicer of such information.

Review and Verification. (a) Notwithstanding anything in Section 2.01 2.1 to the contrary, on or before the end of the fifth Business Day prior to of each Payment Datemonth, the Servicer and the Deal Trust Collateral Agent shall provide sufficient data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical accuracy of the Monthly Report Servicer’s Certificate on an Aggregate Basis related thereto andto determine the following: (i) confirm that such Monthly Report Servicer’s Certificate is complete on its face; (ii) verify that the amounts credited to be and withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate; and (iii) verify that the amounts credited to and withdrawn from the Reserve Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate. (b) The Backup Servicer shall, on or before the Determination day prior to the Distribution Date with respect to any Collection Period, review the Monthly Report Servicer’s Certificate to verify the following: (i) the amount of the related distribution allocable to principalprincipal of the Notes; (ii) the amount of the related distribution allocable to interestinterest on the Notes; (iii) the amount of the related distribution payable out of the Reserve Account; (iv) the Aggregate Outstanding Net Eligible Loan Net Balance, the Aggregate Outstanding Eligible Loan Balance and the aggregate Outstanding Balance of all Eligible Contracts as of the close of business on the last day of the preceding Collection PeriodPeriod (in each case, calculated separately for Purchased Loans, Dealer Loans and all Loans in the aggregate); (v) the Aggregate Loan AmountNote Balance, the Class A Aggregate Loan Amount Note Balance, the Class B Note Balance, and the Class B Aggregate Loan Amount;C Note Balance, in each case after giving effect to payments allocated to principal reported under (i) above; 23275278.4 (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be; and; (vii) the Class A Interest Carryover Shortfall, if any, the Class B Interest Carryover Shortfall, if any, and the Class C Interest Carryover Shortfall, if any; (viii) the total amount of Collections for the related Collection Period. (c) No later than the Business Day preceding each Payment Date, the The Backup Servicer shall provide written notice to the Deal Trust Collateral Agent and Indenture Trustee with respect to whether there are any inconsistencies or deficiencies with respect to its review and verification set forth in paragraphs (a) and (b) above and, if any, shall provide a description thereof as set forth in Section 2.10 hereof. In the event of any discrepancy between the information set forth in subparagraphs (a) and (b) above, as calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and, if within five (5) days of such notice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Deal Trust Collateral Agent and Indenture Trustee of such discrepancy. The Backup Servicer shall review the information contained in the Servicer’s Certificate delivered to it in accordance with Section 4.09(c) of the Sale and Servicing Agreement against the information on the Servicer’s Data File, on an aggregate basis. No later than three (3) Business Days after the Backup Servicer’s receipt of each Servicer’s Certificate, the Backup Servicer shall notify the Servicer, the Trust Collateral Agent and the Indenture Trustee of any inconsistencies between the Servicer’s Certificate and the information contained in the Servicer’s Data File; provided, however, in the absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and distributions with respect to the related Distribution Date. If the Backup Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s Certificate prior to the related Distribution Date, the Servicer shall cause a firm of independent accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the third Business Day, but in no event later than 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 Distribution Date. The Backup Servicer shall only review the information provided by the Servicer in the Servicer’s Certificate and in the Servicer’s Data File and its obligation to report any inconsistencies shall be limited to those determinable from such information. (id) Other than as specifically set forth elsewhere in this Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no duty, responsibility, obligation, or liability (collectively “Liability”) for any action taken or omitted by the Servicer. (iie) The Backup Servicer shall consult with the Servicer as may be necessary from time to time to perform or carry out the Backup Servicer’s obligations hereunder, including the obligation, if requested in writing by the Deal Trust Collateral Agent, to succeed within thirty (30) days to the duties and obligations of the Servicer pursuant to Section 2.032.3. (iiif) Except as otherwise provided in this Agreement, the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no Liability for the acts or omissions of the Servicer or for the inaccuracy of 23275278.4 any data provided, produced or supplied by the Servicer. If any error, inaccuracy or omission (collectively, “Errors”) exists in any information received from the Servicer, and such Errors should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “Continued Errors”), the Backup Servicer shall have no Liability for such Continued Errors; provided, however, that this provision shall not protect the Backup Servicer against any Liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in discovering or correcting any Error or in the performance of its duties hereunder or under the Sale and Servicing Agreement. In the event the Backup Servicer becomes aware of Errors or and/or Continued Errors which, in the opinion of the Backup Servicer impairs its ability to perform its services hereunder, the Backup Servicer Servicer: (i) shall promptly notify the Servicer and the Deal Agent of such Errors and/or Continued Errors Errors; and may, with the prior consent of the Deal Agent, undertake (ii) shall use best efforts to reconstruct and reconcile such data as it deems appropriate is commercially reasonable to correct such Errors and and/or Continued Errors and prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended from the Servicer and to the extent not reimbursed by the Servicer, such amounts shall be reimbursed by the Borrower Issuer as Backup Servicer expenses pursuant to Section 2.6(a5.08(a) of the Loan AgreementSale and Servicing Agreement or Section 5.2 of the Indenture, as applicable. (ivg) The Backup Servicer and its officers, directors, employees and agents shall be indemnified by the Servicer and the Issuer, jointly and severally, from and against all claims, damages, losses or expenses reasonably incurred by the Backup Servicer (including reasonable and documented attorney’s fees and expenses, including, without limitation, costs and expenses (including any reasonable and documented out-of-pocket legal fees, costs (including and expenses and court costs) and expenses incurred in connection with (i) any enforcement (including any action, claim or suit brought) by the Backup Servicer of any indemnification or other obligation of the ServicerServicer or the Issuer or any other Person, and (ii) a successful defense, in whole or in part, of any claim that the Backup Servicer breached its standard of care) arising out of claims asserted against the Backup Servicer on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim accrues before the Assumption Date, except for any claims, damages, losses or expenses arising from the Backup Servicer’s own willful misconduct, bad faith or gross negligence, as determined by a court of competent jurisdiction. The indemnification provided for in this Section shall be paid to the Backup Servicer until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or gross negligence, at which time the Backup Servicer shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed and any other amounts as determined by such court. The obligations of the Servicer and the Issuer under this Section shall survive the termination or assignment of this Agreement and the earlier resignation or removal of the Backup Servicer. (vh) To the extent the Backup Servicer requires any information, supplementary information supplementing reports or data that is to be provided to it pursuant to the Transaction Basic Documents in order to complete its verification duties, the Backup Servicer’s verification duties are conditioned upon timely receipt by the Backup Servicer of such information.

Review and Verification. (a) Notwithstanding anything in Section 2.01 2.1 to the contrary, on or before the end of the fifth Business Day prior to of each Payment Datemonth, the Servicer and the Deal Trust Collateral Agent shall provide sufficient data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical accuracy of the Monthly Report Servicer’s Certificate on an Aggregate Basis related thereto andto determine the following: (i) confirm that such Monthly Report Servicer’s Certificate is complete on its face; (ii) verify that the amounts credited to be and withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate; and (iii) verify that the amounts credited to and withdrawn from the Reserve Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate. (b) The Backup Servicer shall, on or before the Determination day prior to the Distribution Date with respect to any Collection Period, review the Monthly Report Servicer’s Certificate to verify the following: (i) the amount of the related distribution allocable to principalprincipal of the Notes; (ii) the amount of the related distribution allocable to interestinterest on the Notes; (iii) the amount of the related distribution payable out of the Reserve Account; (iv) the Aggregate Outstanding Net Eligible Loan Net Balance, the Aggregate Outstanding Eligible Loan Balance and the aggregate Outstanding Balance of all Eligible Contracts as of the close of business on the last day of the preceding Collection PeriodPeriod (in each case, calculated separately for Purchased Loans, Dealer Loans and all Loans in the aggregate); (v) the Aggregate Loan AmountNote Balance, the Class A Aggregate Loan Amount Note Balance, the Class B Note Balance, and the Class B Aggregate Loan AmountC Note Balance, in each case after giving effect to payments allocated to principal reported under (i) above; (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be; and; (vii) the Class A Interest Carryover Shortfall, if any, the Class B Interest Carryover Shortfall, if any, and the Class C Interest Carryover Shortfall, if any; (viii) the total amount of Collections for the related Collection Period. (c) No later than the Business Day preceding each Payment Date, the The Backup Servicer shall provide written notice to the Deal Trust Collateral Agent and Indenture Trustee with respect to whether there are any inconsistencies or deficiencies with respect to its review and verification set forth in paragraphs (a) and (b) above and, if any, shall provide a description thereof as set forth in Section 2.10 hereof. In the event of any discrepancy between the information set forth in subparagraphs (a) and (b) above, as calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and, if within five (5) days of such notice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Deal Trust Collateral Agent and Indenture Trustee of such discrepancy. . The Backup Servicer shall review the information contained in the Servicer’s Certificate delivered to it in accordance with Section 4.09(c) of the Sale and Servicing Agreement against the information on the Servicer’s Data File, on an aggregate basis. No later than three (i3) Other than as specifically set forth elsewhere in this AgreementBusiness Days after the Backup Servicer’s receipt of each Servicer’s Certificate, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no duty, responsibility, obligation, or liability (collectively “Liability”) for any action taken or omitted by notify the Servicer. (ii) The Backup Servicer shall consult with , the Servicer as may be necessary from time to time to perform or carry out Trust Collateral Agent and the Backup Indenture Trustee of any inconsistencies between the Servicer’s obligations hereunderCertificate and the information contained in the Servicer’s Data File; provided, including however, in the obligationabsence of a reconciliation, if requested in writing by the Deal Agent, to succeed within thirty (30) days Servicer’s Certificate shall control for the purpose of calculations and distributions with respect to the duties and obligations of the Servicer pursuant to Section 2.03. (iii) Except as otherwise provided in this Agreement, related Distribution Date. If the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no Liability for the acts or omissions of the Servicer or for the inaccuracy of any data provided, produced or supplied by the Servicer. If any error, inaccuracy or omission (collectively, “Errors”) exists in any information received from the Servicer, and such Errors should cause or materially contribute are unable to the Backup Servicer making or continuing any Errors (collectively, “Continued Errors”), the Backup Servicer shall have no Liability for such Continued Errors. In the event the Backup Servicer becomes aware of Errors or Continued Errors which, in the opinion of the Backup Servicer impairs its ability reconcile discrepancies with respect to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Deal Agent of such Errors and/or Continued Errors and may, with the prior consent of the Deal Agent, undertake to reconstruct and reconcile such data as it deems appropriate to correct such Errors and Continued Errors and prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended from the Servicer and to the extent not reimbursed by the Servicer, such amounts shall be reimbursed by the Borrower pursuant to Section 2.6(a) of the Loan Agreement. (iv) The Backup Servicer and its officers, directors, employees and agents shall be indemnified by the Servicer from and against all claims, damages, losses or expenses reasonably incurred by the Backup Servicer (including reasonable and documented attorney’s fees and expenses, including, without limitation, any reasonable and documented out-of-pocket legal fees, costs (including court costs) and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Backup Servicer of any indemnification or other obligation of the Servicer) arising out of claims asserted against the Backup Servicer on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim accrues before the Assumption Date, except for any claims, damages, losses or expenses arising from the Backup a Servicer’s own willful misconduct, bad faith or gross negligence, as determined by a court of competent jurisdiction. The indemnification provided for in this Section shall be paid to the Backup Servicer until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or gross negligence, at which time the Backup Servicer shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed as determined by such court. The obligations of the Servicer under this Section shall survive the termination or assignment of this Agreement and the earlier resignation or removal of the Backup Servicer. (v) To the extent the Backup Servicer requires any information, supplementary reports or data that is to be provided to it pursuant to the Transaction Documents in order to complete its verification duties, the Backup Servicer’s verification duties are conditioned upon timely receipt by the Backup Servicer of such information.Certificate prior

Review and Verification. (a) Notwithstanding anything in Section 2.01 2.1 to the contrary, on or before the end of the fifth second Business Day prior to each Payment Determination Date, the Servicer and the Deal Trust Collateral Agent shall provide sufficient data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical accuracy of the Monthly Report Servicer's Certificate on an Aggregate Basis related thereto andand determine the following: (i) confirm that such Monthly Report Servicer's Certificate is complete on its face; (ii) verify that the amounts credited to be and withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer's Certificate; and (iii) verify that the amounts credited to and withdrawn from the Reserve Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer's Certificate. (b) The Backup Servicer shall, on or before the Determination Date with respect to any Collection Period, review verify the Monthly Report mathematical accuracy of the Servicer's Certificate in its entirety, which shall include but not be limited to verify the following: (i) the amount of the related distribution allocable to principal; (ii) the amount of the related distribution allocable to interest; (iii) the amount of the related distribution payable out of the Reserve Account; (iv) the Aggregate Outstanding Net Eligible Loan Net Balance, the Aggregate Outstanding Eligible Loan Balance and the aggregate Outstanding Balance of all Eligible Contracts as of the close of business on the last day of the preceding Collection Period; (v) the Aggregate Loan Amount, the Class A Aggregate Loan Amount Note Balance and the Class B Aggregate Loan Amountpool factor; (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be; and; (vii) the Class A Interest Carryover Shortfall, if any; (viii) the total amount of Collections for the related Collection Period; and (ix) the aggregate Purchase Amount for the Ineligible Loans and Ineligible Contracts, if any, that was paid in such period. (c) No later than the Business Day preceding each Payment Date, the The Backup Servicer shall provide written notice to the Deal Class A Insurer, the Backup Insurer and the Trust Collateral Agent with respect to whether there are any inconsistencies or deficiencies with respect to its review and verification set forth in paragraphs (a) and (b) above and, if any, shall provide a description thereof as set forth in Section 2.10 hereof. In the event of any discrepancy between the information set forth in subparagraphs (a) and (b) above, as calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and, if within five (5) days of such notice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Deal Class A Insurer and the Trust Collateral Agent of such discrepancy. (i) Other than as specifically set forth elsewhere in this Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no duty, responsibility, obligation, or liability (collectively “"Liability”") for any action taken or omitted by the Servicer. (ii) The Backup Servicer shall consult with the Servicer as may be necessary from time to time to perform or carry out the Backup Servicer’s 's obligations hereunder, including the obligation, if requested in writing by the Deal AgentClass A Insurer, to succeed within thirty (30) days to the duties and obligations of the Servicer pursuant to Section 2.032.3. (iii) Except as otherwise provided in this Agreement, the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no Liability for the acts or omissions of the Servicer or for the inaccuracy of any data provided, produced or supplied by the Servicer. If any error, inaccuracy or omission (collectively, “"Errors”") exists in any information received from the Servicer, and such Errors should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “"Continued Errors”"), the Backup Servicer shall have no Liability for such Continued Errors; provided, however, that this provision shall not protect the Backup Servicer against any Liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in discovering or correcting any Error or in the performance of its duties hereunder or under the Sale and Servicing Agreement. In the event the Backup Servicer becomes aware of Errors or Continued Errors which, in the opinion of the Backup Servicer impairs its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Deal Agent of such Errors and/or Continued Errors and may, with the prior consent of the Deal AgentClass A Insurer, undertake to reconstruct and reconcile such data as it deems appropriate to correct such Errors and Continued Errors and prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended from the Servicer and to the extent not reimbursed by the Servicer, such amounts shall be reimbursed by the Borrower pursuant to Section 2.6(a) of the Loan Agreement. (iv) The Backup Servicer and its officers, directors, employees and agents shall be indemnified by the Servicer and the Issuer from and against all claims, damages, losses or expenses reasonably incurred by the Backup Servicer (including reasonable and documented attorney’s 's fees and expenses, including, without limitation, any reasonable and documented out-of-pocket legal fees, costs (including court costs) and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Backup Servicer of any indemnification or other obligation of the Servicer) arising out of claims asserted against the Backup Servicer on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim accrues before the Assumption Date, except for any claims, damages, losses or expenses arising from the Backup Servicer’s 's own willful misconductmisfeasance, bad faith or gross negligence, as determined by a court of competent jurisdiction. The indemnification provided for in this Section shall be paid to the Backup Servicer until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or gross negligence, at which time the Backup Servicer shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed as determined by such court. The obligations of the Servicer and the Issuer under this Section shall survive the termination or assignment of this Agreement and the earlier resignation or removal of the Backup Servicer. (v) To the extent the Backup Servicer requires any information, supplementary information supplementing reports or data that is to be provided to it pursuant to the Transaction Basic Documents in order to complete its verification duties, the Backup Servicer’s 's verification duties are conditioned upon timely receipt by the Backup Servicer of such information.

Review and Verification. (a) Notwithstanding anything in Section 2.01 2.1 to the contrary, on or before the end of the fifth second Business Day prior to each Payment Determination Date, the Servicer and the Deal Trust Collateral Agent shall provide sufficient data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical accuracy of the Monthly Report Servicer’s Certificate on an Aggregate Basis related thereto andand determine the following: (i) confirm that such Monthly Report Servicer’s Certificate is complete on its face; (ii) verify that the amounts credited to be and withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate; and (iii) verify that the amounts credited to and withdrawn from the Reserve Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate. (b) The Backup Servicer shall, on or before the Determination Date with respect to any Collection Period, review verify the Monthly Report mathematical accuracy of the Servicer’s Certificate in its entirety, which shall include but not be limited to verify the following: (i) the amount of the related distribution allocable to principal; (ii) the amount of the related distribution allocable to interest; (iii) the amount of the related distribution payable out of the Reserve Account; (iv) the Aggregate Outstanding Net Eligible Loan Net Balance, the Aggregate Outstanding Eligible Loan Balance and the aggregate Outstanding Balance of all Eligible Contracts as of the close of business on the last day of the preceding Collection Period; (v) the Aggregate Loan Amount, the Class A Aggregate Loan Amount Note Balance and the Class B Aggregate Loan AmountPool Factor; (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be; and; (vii) the Class A-1A Interest Carryover Shortfall and the Class A-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Shortfall, if any; (viii) the total amount of Collections for the related Collection Period; (ix) the aggregate Purchase Amount for the Ineligible Loans and Ineligible Contracts, if any, that was paid in such period; (x) LIBOR for the current Distribution Date and LIBOR for the next Distribution Date; and (xi) the Net Swap Receipts and the Net Swap Payment, if any. (c) No later than the Business Day preceding each Payment Date, the The Backup Servicer shall provide written notice to the Deal Class A Insurer and the Trust Collateral Agent with respect to whether there are any inconsistencies or deficiencies with respect to its review and verification set forth in paragraphs (a) and (b) above and, if any, shall provide a description thereof as set forth in Section 2.10 hereof. In the event of any discrepancy between the information set forth in subparagraphs (a) and (b) above, as calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and, if within five (5) days of such notice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Deal Class A Insurer and the Trust Collateral Agent of such discrepancy. (i) Other than as specifically set forth elsewhere in this Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no duty, responsibility, obligation, or liability (collectively “Liability”) for any action taken or omitted by the Servicer. (ii) The Backup Servicer shall consult with the Servicer as may be necessary from time to time to perform or carry out the Backup Servicer’s obligations hereunder, including the obligation, if requested in writing by the Deal AgentClass A Insurer, to succeed within thirty (30) days to the duties and obligations of the Servicer pursuant to Section 2.032.3. (iii) Except as otherwise provided in this Agreement, the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no Liability for the acts or omissions of the Servicer or for the inaccuracy of any data provided, produced or supplied by the Servicer. If any error, inaccuracy or omission (collectively, “Errors”) exists in any information received from the Servicer, and such Errors should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “Continued Errors”), the Backup Servicer shall have no Liability for such Continued Errors; provided, however, that this provision shall not protect the Backup Servicer against any Liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in discovering or correcting any Error or in the performance of its duties hereunder or under the Sale and Servicing Agreement. In the event the Backup Servicer becomes aware of Errors or and/or Continued Errors which, in the opinion of the Backup Servicer impairs its ability to perform its services hereunder, the Backup Servicer Servicer: (i) shall promptly notify the Servicer and the Deal Agent Class A Insurer of such Errors and/or Continued Errors Errors; and (ii) may, with the prior consent of the Deal AgentClass A Insurer, undertake use its best efforts to reconstruct and reconcile such data as it deems appropriate to correct such Errors and and/or Continued Errors and prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended from the Servicer and to the extent not reimbursed by the Servicer, such amounts shall be reimbursed by the Borrower pursuant to Section 2.6(a) of the Loan Agreement. (iv) The Backup Servicer and its officers, directors, employees and agents shall be indemnified by the Servicer and the Issuer, jointly and severally, from and against all claims, damages, losses or expenses reasonably incurred by the Backup Servicer (including reasonable and documented attorney’s fees and expenses, including, without limitation, any reasonable and documented out-of-pocket legal fees, costs (including court costs) and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Backup Servicer of any indemnification or other obligation of the Servicer) arising out of claims asserted against the Backup Servicer on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim accrues before the Assumption Date, except for any claims, damages, losses or expenses arising from the Backup Servicer’s own willful misconductmisfeasance, bad faith or gross negligence, as determined by a court of competent jurisdiction. The indemnification provided for in this Section shall be paid to the Backup Servicer until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or gross negligence, at which time the Backup Servicer shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed as determined by such court. The obligations of the Servicer and the Issuer under this Section shall survive the termination or assignment of this Agreement and the earlier resignation or removal of the Backup Servicer. (v) To the extent the Backup Servicer requires any information, supplementary information supplementing reports or data that is to be provided to it pursuant to the Transaction Basic Documents in order to complete its verification duties, the Backup Servicer’s verification duties are conditioned upon timely receipt by the Backup Servicer of such information.

Review and Verification. (a) Notwithstanding anything in Section 2.01 2.1 to the contrary, on or before the end of the fifth second Business Day prior to each Payment Determination Date, the Servicer and the Deal Trust Collateral Agent shall provide sufficient data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical accuracy of the Monthly Report Servicer’s Certificate on an Aggregate Basis related thereto andand determine the following: (i) confirm that such Monthly Report Servicer’s Certificate is complete on its face; (ii) verify that the amounts credited to be and withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate; and (iii) verify that the amounts credited to and withdrawn from the Reserve Account and the balance of such account, as set forth in the records of the Trust Collateral Agent are the same as the amount set forth in the Monthly ReportServicer’s Certificate. (b) The Backup Servicer shall, on or before the Determination day prior to the Distribution Date with respect to any Collection Period, review verify the Monthly Report mathematical accuracy of the Servicer’s Certificate in its entirety, which shall include but not be limited to verify the following: (i) the amount of the related distribution allocable to principal; (ii) the amount of the related distribution allocable to interest; (iii) the amount of the related distribution payable out of the Reserve Account; (iv) the Aggregate Outstanding Net Eligible Loan Net Balance, the Aggregate Outstanding Eligible Loan Balance and the aggregate Outstanding Balance of all Eligible Contracts as of the close of business on the last day of the preceding Collection Period; (v) the Aggregate Loan Amount, the Class A Aggregate Loan Amount Note Balance and the Class B Aggregate Loan AmountPool Factor; (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be; and; (vii) the Class A Interest Carryover Shortfall, if any; (viii) the total amount of Collections for the related Collection Period; (ix) the aggregate Purchase Amount for the Ineligible Loans and Ineligible Contracts, if any, that was paid in such period; (x) LIBOR for the current Distribution Date and LIBOR for the next Distribution Date; and (xi) the Net Swap Receipts and the Net Swap Payment, if any. (c) No later than the Business Day preceding each Payment Date, the The Backup Servicer shall provide written notice to the Deal Noteholders and the Trust Collateral Agent with respect to whether there are any inconsistencies or deficiencies with respect to its review and verification set forth in paragraphs (a) and (b) above and, if any, shall provide a description thereof as set forth in Section 2.10 hereof. In the event of any discrepancy between the information set forth in subparagraphs (a) and (b) above, as calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and, if within five (5) days of such notice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Deal Noteholders and the Trust Collateral Agent of such discrepancy. (i) Other than as specifically set forth elsewhere in this Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no duty, responsibility, obligation, or liability (collectively “Liability”) for any action taken or omitted by the Servicer. (ii) The Backup Servicer shall consult with the Servicer as may be necessary from time to time to perform or carry out the Backup Servicer’s obligations hereunder, including the obligation, if requested in writing by the Deal AgentMajority Noteholders, to succeed within thirty (30) days to the duties and obligations of the Servicer pursuant to Section 2.032.3. (iii) Except as otherwise provided in this Agreement, the Backup Servicer may accept and reasonably rely on all accounting, records and work of the Servicer without audit, and the Backup Servicer shall have no Liability for the acts or omissions of the Servicer or for the inaccuracy of any data provided, produced or supplied by the Servicer. If any error, inaccuracy or omission (collectively, “Errors”) exists in any information received from the Servicer, and such Errors should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “Continued Errors”), the Backup Servicer shall have no Liability for such Continued Errors; provided, however, that this provision shall not protect the Backup Servicer against any Liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in discovering or correcting any Error or in the performance of its duties hereunder or under the Sale and Servicing Agreement. In the event the Backup Servicer becomes aware of Errors or and/or Continued Errors which, in the opinion of the Backup Servicer impairs its ability to perform its services hereunder, the Backup Servicer Servicer: (i) shall promptly notify the Servicer and the Deal Agent Noteholders of such Errors and/or Continued Errors Errors; and (ii) may, with the prior consent of the Deal AgentMajority Noteholders, undertake use its best efforts to reconstruct and reconcile such data as it deems appropriate to correct such Errors and and/or Continued Errors and prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended from the Servicer and to the extent not reimbursed by the Servicer, such amounts shall be reimbursed by the Borrower pursuant to Section 2.6(a) of the Loan Agreement. (iv) The Backup Servicer and its officers, directors, employees and agents shall be indemnified by the Servicer and the Issuer, jointly and severally, from and against all claims, damages, losses or expenses reasonably incurred by the Backup Servicer (including reasonable and documented attorney’s fees and expenses, including, without limitation, any reasonable and documented out-of-pocket legal fees, costs (including court costs) and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Backup Servicer of any indemnification or other obligation of the Servicer) arising out of claims asserted against the Backup Servicer on any matter arising out of this Agreement to the extent the act or omission giving rise to the claim accrues before the Assumption Date, except for any claims, damages, losses or expenses arising from the Backup Servicer’s own willful misconductmisfeasance, bad faith or gross negligence, as determined by a court of competent jurisdiction. The indemnification provided for in this Section shall be paid to the Backup Servicer until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or gross negligence, at which time the Backup Servicer shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed as determined by such court. The obligations of the Servicer and the Issuer under this Section shall survive the termination or assignment of this Agreement and the earlier resignation or removal of the Backup Servicer. (v) To the extent the Backup Servicer requires any information, supplementary information supplementing reports or data that is to be provided to it pursuant to the Transaction Basic Documents in order to complete its verification duties, the Backup Servicer’s verification duties are conditioned upon timely receipt by the Backup Servicer of such information.