Common use of Borrower Administration Clause in Contracts

Borrower Administration. (A) Borrower shall perform all aspects of servicing, administering, collecting, liquidating, accounting for and managing (collectively, "administering", "administer", or "administration") the Pledged Contracts it customarily performs in accordance with Borrower's current practices for contract administration, which practices are in accordance with applicable law and have been disclosed to Lender prior to the date hereof. Borrower shall provide such administration in a reasonable and prudent way that does not, in Lender's determination, adversely affect the value of the Collateral to Lender. If in Lender's opinion, Borrower fails to administer the Pledged Contracts in accordance with Borrower's practices disclosed to Lender prior to the date hereof, Lender shall notify Borrower of the deficiencies in Borrower's administration and Borrower shall have ten (10) Business Days to cure any such deficiencies. If Borrower fails to cure such deficiency within such ten (10) Business Day period, Lender may thereafter, in its sole discretion, take over all or part of the administration of the Pledged Contracts. The administration provided by Borrower shall include but not be limited to all servicing currently provided by Borrower, and Financed Vehicle titling and lien perfection, customer service, insurance claim tracking and collection, insurance maintenance, Contract enforcement, Contract billing, payment processing, portfolio and Contract accounting, portfolio management, delinquency collection, repossession, foreclosure, resale, and maintaining current Contract Debtor and Financed Vehicle location information (name, address and phone number). Borrower shall maintain current, accurate, and complete records of activity and comments regarding collection, insurance, payments, 47 and other material events. The records regarding collection history, payments, Contract accounting, customer service notes, Contract Debtor names and addresses and Outstanding Principal Balance shall be computerized. Borrower shall require Contract Debtors to maintain Required Contract Debtor Insurance. Borrower shall administer and otherwise deal with the Contracts in compliance with all applicable laws. Borrower shall conduct foreclosure sales in a commercially reasonable manner and take the steps necessary to preserve the deficiency liability of the Contract Debtors.

Borrower Administration. (A) Borrower or Third Party Servicer as referenced in Section 3.3, shall perform all aspects of servicing, administering, collecting, liquidating, accounting for and managing (collectively, "administering", "administer", or "administration") the Pledged Contracts it customarily performs in accordance with Borrower's current practices and written policies for contract administration, which practices are and policies Borrower shall implement in accordance with applicable law and have been disclosed to Lender prior to the date hereof. Borrower shall provide such administration in a reasonable and prudent way that does not, in Lender's reasonable determination, adversely affect the value of the Collateral to Lender. If in Lender's reasonable opinion, Borrower fails to administer the Pledged Contracts in accordance with Borrower's practices and written policies disclosed to Lender prior to the date hereof, Lender shall may notify Borrower of the deficiencies in Borrower's administration and Borrower shall have ten (10) Business Days to cure any such deficiencies. If Borrower fails to cure such deficiency within such ten (10) Business Day period, Lender may thereafter, in its sole discretion, thereafter take over all or part of the administration of the Pledged Contracts. The administration provided by Borrower shall include but not be limited to all servicing currently provided by Borrower, and Financed Vehicle titling and lien perfection, customer service, insurance claim tracking and collection, insurance maintenance, Contract enforcement, Contract billing, payment processing, portfolio and Contract accounting, portfolio management, delinquency collection, repossession, foreclosure, resale, and maintaining current Contract Debtor and Financed Vehicle location information (name, address and phone number) as set forth in Exhibit 5.1(A). Borrower shall maintain current, accurate, and complete records of activity and comments regarding collection, insurance, payments, 47 and other material events. The records regarding collection history, payments, Contract accounting, customer service notes, Contract Debtor names and addresses and Outstanding Principal Balance shall be computerized. Borrower shall require Contract Debtors to maintain monitor Required Contract Debtor InsuranceInsurance and notify Contract Debtors without such insurance to obtain it. Borrower shall administer and otherwise deal with the Contracts in compliance with all applicable laws. Borrower shall conduct foreclosure sales in a commercially reasonable manner and take the steps necessary to preserve the deficiency liability of the Contract Debtors. (B) Borrower shall administer the Pledged Contracts at its existing service centers in Norfolk, Virginia, and Jacksonville, Florida, as set forth more fully in Exhibit 5.1(B) or at such other locations of which Borrower provides prior notice to Lender and Lender approves for Contract administration, which approval shall not be unreasonably withheld. (C) Borrower shall furnish to Lender such reports in such form that Lender reasonably determines are necessary for it to track and monitor the Pledged Contracts, Remittances, Financed Vehicles, and insurance (including Required Contract Debtor Insurance). Such reports shall be in a format and on a medium readable by Lender's computer software, or such other format or medium acceptable to Lender. The reports shall include but not be limited to those reports set forth on Exhibit 5.1

Borrower Administration. (A) Borrower or Third Party ----------------------- Servicer as referenced in Section 3.3, shall perform all aspects of servicing, administering, collecting, liquidating, accounting for and managing (collectively, "administering", "administer", or "administration") the Pledged Contracts it customarily performs in accordance with Borrower's current practices and written policies for contract administration, which practices are and policies Borrower shall implement in accordance with applicable law and have been disclosed to Lender prior to the date hereof. Borrower shall provide such administration in a reasonable and prudent way that does not, in Lender's reasonable determination, adversely affect the value of the Collateral to Lender. If in Lender's reasonable opinion, Borrower fails to administer the Pledged Contracts in accordance with Borrower's practices and written policies disclosed to Lender prior to the date hereof, Lender shall may notify Borrower of the deficiencies in Borrower's administration and Borrower shall have ten (10) Business Days to cure any such deficiencies. If Borrower fails to cure such deficiency within such ten (10) Business Day period, Lender may thereafter, in its sole discretion, thereafter take over all or part of the administration of the Pledged Contracts. The administration provided by Borrower shall include but not be limited to all servicing currently provided by Borrower, and Financed Vehicle titling and lien perfection, customer service, insurance claim tracking and collection, insurance maintenance, Contract enforcement, Contract billing, payment processing, portfolio and Contract accounting, portfolio management, delinquency collection, repossession, foreclosure, resale, and maintaining current Contract Debtor and Financed Vehicle location information (name, address and phone number) as set forth in Exhibit 5.1(A). Borrower shall maintain current, accurate, and complete records of activity and comments regarding collection, insurance, payments, 47 and other material events. The records regarding collection history, payments, Contract accounting, customer service notes, Contract Debtor names and addresses and Outstanding Principal Balance shall be computerized. Borrower shall require Contract Debtors to maintain monitor Required Contract Debtor InsuranceInsurance and notify Contract Debtors without such insurance to obtain it. Borrower shall administer and otherwise deal with the Contracts in compliance with all applicable laws. Borrower shall conduct foreclosure sales in a commercially reasonable manner and take the steps necessary to preserve the deficiency liability of the Contract Debtors. (B) Borrower shall administer the Pledged Contracts at its existing service center in Norfolk, Virginia, as set forth more fully in Exhibit 5.1(B) or at such other locations of which Borrower provides prior notice to Lender and Lender approves for Contract administration, which approval shall not be unreasonably withheld. Borrower may administer at each Auto Center the Pledged Contracts originated at that Auto Center. (C) Borrower shall furnish to Lender such reports in such form that Lender reasonably determines are necessary for it to track and monitor the Pledged Contracts, Remittances, Financed Vehicles, and insurance (including Required Contract Debtor Insurance). Such reports shall be in a format and on a medium readable by Lender's computer software, or such other format or medium acceptable to Lender. The reports shall include but not be limited to those reports set forth on Exhibit 5.1

Borrower Administration. (Ai) Borrower shall perform all aspects of servicing, administering, collecting, liquidating, accounting for and managing (collectively, "administering", "administer", or "administration") the Pledged Contracts it customarily performs in accordance with Borrower's current practices for contract administrationthe Accepted Servicing Practices, which practices are in accordance with applicable law and have been disclosed to Lender prior to the date hereof. Borrower shall provide such administration in a reasonable and prudent way that does not, in Lender's determination, adversely affect the value of the Collateral to Lender. If in Lender's opinion, Borrower fails to administer the Pledged Contracts in accordance with Borrower's practices disclosed to Lender prior to the date hereof, Lender shall notify Borrower of the deficiencies in Borrower's administration and Borrower shall have ten (10) Business Days to cure any such deficiencies. If Borrower fails to cure such deficiency within such ten (10) Business Day period, Lender may thereafter, in its sole discretion, take over all or part of the administration of the Pledged Contracts. The administration provided by Borrower shall include but not be limited to all servicing currently provided by Borrower, and Financed Vehicle titling and lien perfection, customer service, insurance claim tracking and collection, insurance maintenance, Contract enforcement, Contract billing, payment processing, portfolio and Contract accounting, portfolio management, delinquency collection, repossession, foreclosure, resale, and maintaining current Contract Debtor and Financed Vehicle location information (name, address and phone number). Borrower shall maintain current, accurate, and complete records of activity and comments regarding collection, insurance, payments, 47 and other material events. The records regarding collection history, payments, Contract accounting, customer service notes, Contract Debtor names and addresses and Outstanding Principal Balance shall be computerized. Borrower shall require Contract Debtors to maintain Required Contract Debtor Insurance. Borrower shall administer and otherwise deal with the Contracts in compliance with all applicable laws. Borrower shall conduct foreclosure sales in a commercially reasonable manner and take the steps necessary to preserve the deficiency liability of the Contract Debtors. (ii) Borrower shall administer the Pledged Contracts at its existing service centers in Arizona, Florida and Texas or at such other locations that Borrower provides prior notice of to Lender and Lender approves for Contract administration. (iii) Borrower shall furnish to Lender such reports in such form that Lender reasonably determines are necessary for it to track and monitor the Pledged Contracts, Collections, Financed Vehicles, and insurance. Such reports shall be in a format and on a medium readable by Lender's computer software, or such other format or medium acceptable to Lender. (iv) Notwithstanding anything herein to the contrary, (A) Borrower shall remain liable under all Contracts, and any other contracts and agreements with Contract Rights Payors or otherwise included in or related to the Collateral, to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Loan Agreement had not been executed, and (B) the exercise by Lender of any rights under any of the Loan Documents shall not release Borrower from any of its duties or obligations under the Contracts, or the other contracts and agreements, and (C) Lender shall not have any obligation or liability under the Contracts, or the other contracts and agreements, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any rights thereunder. (v) Borrower shall administer the Contracts at its own expense. In the event that Borrower fails to administer the Contracts in accordance with Section 7.07(b)(i), or there is Default or Event of Default, Lender may cause the Backup Servicer take over all or part of the Contract administration or, if the Backup Servicer fails or refuses to so act, Lender may do so. If Lender takes over all or part of such administration, Borrower shall pay to Lender on demand all out-of-pocket costs incurred by Lender in the performance of Borrower's administration obligations, and Borrower shall pay Lender for the administration performed by Lender an administration fee (exclusive of out-of-pocket costs) established by Lender, and until so paid such costs and fee shall be part of the Loan. Nothing herein shall be deemed to permit Lender to take over servicing of any Contract that is not a Pledged Contract.

Borrower Administration. (A) Borrower or Third Party Servicer as referenced in Section 3.3, shall perform all aspects of servicing, administering, collecting, liquidating, accounting for and managing (collectively, "administering", "administer", or "administration") the Pledged Contracts it customarily performs in accordance with Borrower's current practices for contract administration, which practices are in accordance with applicable law and have been disclosed to Lender prior to the date hereof. Borrower shall provide such administration in a reasonable and prudent way that does not, in Lender's reasonable determination, adversely affect the value of the Collateral to Lender. If in Lender's reasonable opinion, Borrower fails to administer the Pledged Contracts in accordance with Borrower's practices disclosed to Lender prior to the date hereof, Lender shall notify Borrower of the deficiencies in Borrower's administration and Borrower shall have ten (10) Business Days to cure any such deficiencies. If Borrower fails to cure such deficiency within such ten (10) Business Day period, Lender may thereafter, in its sole discretion, take over all or part of the administration of the Pledged Contracts. The administration provided by Borrower shall include but not be limited to all servicing currently provided by Borrower, and Financed Vehicle titling and lien perfection, customer service, insurance claim tracking and collection, insurance maintenance, Contract enforcement, Contract billing, payment processing, portfolio and Contract accounting, portfolio management, delinquency collection, repossession, foreclosure, resale, and maintaining current Contract Debtor and Financed Vehicle location information (name, address and phone number) as set forth in Exhibit 5.1(A). Borrower shall maintain current, accurate, and complete records of activity and comments regarding collection, insurance, payments, 47 and other material events. The records regarding collection history, payments, Contract accounting, customer service notes, Contract Debtor names and addresses and Outstanding Principal Balance shall be computerized. Borrower shall require Contract Debtors to maintain Required Contract Debtor Insurance. Borrower shall administer and otherwise deal with the Contracts in compliance with all applicable laws. Borrower shall conduct foreclosure sales in a commercially reasonable manner and take the steps necessary to preserve the deficiency liability of the Contract Debtors. (B) Borrower shall administer the Pledged Contracts at its existing service centers in Norfolk, Virginia, and Jacksonville, Florida, as set forth more fully in Exhibit 5.1(B) or at such other locations of which Borrower provides prior notice to Lender and Lender approves for Contract administration, which approval shall not be unreasonably withheld. (C) Borrower shall furnish to Lender such reports in such form that Lender reasonably determines are necessary for it to track and monitor the Pledged Contracts, Remittances, Financed Vehicles, and insurance. Such reports shall be in a format and on a medium readable by Lender's computer software, or such other format or medium acceptable to Lender. The reports shall include but not be limited to those reports set forth on Exhibit 5. 1

Borrower Administration. (A) Borrower shall perform all aspects of servicing, administering, collecting, liquidating, accounting for and managing (collectively, "administering", "administer", or "administration") the Pledged Contracts it customarily performs in accordance with Borrower's current practices for contract administration, which practices are in accordance with applicable law and have been disclosed to Lender prior to the date hereof. Borrower shall provide such administration in a reasonable and prudent way that does not, in Lender's determination, adversely affect the value of the Collateral to Lender. If in Lender's opinion, Borrower fails to administer the Pledged Contracts in accordance with Borrower's practices disclosed to Lender prior to as existing under the Original Agreement through the date hereof, Lender shall notify Borrower of the deficiencies in Borrower's administration and Borrower shall have ten (10) Business Days to cure any such deficiencies. If Borrower fails to cure such deficiency within such ten (10) Business Day period, Lender may thereafter, in its sole discretion, take over all or part of the administration of the Pledged Contracts. The administration provided by Borrower shall include but not be limited to all servicing currently provided by Borrower, and Financed Vehicle titling and lien perfection, customer service, insurance claim tracking and collection, insurance maintenance, Contract enforcement, Contract billing, payment processing, portfolio and Contract accounting, portfolio management, delinquency collection, repossession, foreclosure, resale, and maintaining current Contract Debtor and Financed Vehicle location information (name, address and phone number), as set forth in Exhibit 5.1(A). Borrower shall maintain current, accurate, and complete records of activity and comments regarding collection, insurance, payments, 47 and other material events. The records regarding collection history, payments, Contract accounting, customer service notes, Contract Debtor names and addresses and Outstanding Principal Balance shall be computerized. Borrower shall require Contract Debtors to maintain Required Contract Debtor Insurance. Borrower shall administer and otherwise deal with the Contracts in compliance with all applicable laws. Borrower shall conduct foreclosure sales in a commercially reasonable manner and take the steps necessary to preserve the deficiency liability of the Contract Debtors.