Common use of Other Obligations of the Backup Servicer and Servicer Clause in Contracts

Other Obligations of the Backup Servicer and Servicer. (a) No later than the 10th day of each calendar month until the earlier of the Assumption Date or the termination of this Agreement, Credit Acceptance shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “Live Data Files”). The Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s system either by performing an onsite review of the Backup Servicer’s systems or, at Credit Acceptance’s sole expense, by having remote access to the Backup Servicer’s systems. (b) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and under the Loan Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) No later than the 10th day of each calendar month until the earlier of the Assumption Date or the termination of this Agreement, Credit Acceptance shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “"Live Data Files”"). The Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s 's internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s 's internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s 's system either by performing an onsite review of the Backup Servicer’s 's systems or, at Credit Acceptance’s 's sole expense, by having remote access to the Backup Servicer’s 's systems. (b) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and under the Loan Sale and Servicing Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s 's obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Trust Collateral Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) No later than In order to ensure preparedness to carry out the 10th day Service-Related Activities, the Backup Servicer agrees that immediately upon execution of each calendar month until the earlier this Agreement, it will begin to formulate a contingency plan designed to execute a transition of the Assumption Date or Service-Related Activities from Credit Acceptance. (b) In connection with the termination execution of this Agreement, Credit Acceptance shall provide has provided a Live Data File (as defined below) transmission to the Backup Servicer, which shall include includes the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “Live Data Files”). The Backup Servicer shall convert has converted the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing confirms to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s system either by performing an onsite review of the Backup Servicer’s systems or, at Credit Acceptance’s sole expense, by having remote access to the Backup Servicer’s systems. (bc) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and under the Loan Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) No later than 45 days after the 10th day of each calendar month until the earlier of the Assumption Date or the termination of this AgreementClosing Date, Credit Acceptance shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “Live Data Files”). The Within 60 days of the Closing Date, the Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s system either by performing an onsite review of the Backup Servicer’s systems or, at Credit Acceptance’s sole expense, by having remote access to the Backup Servicer’s systems. (b) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and under the Loan Sale and Servicing Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Trust Collateral Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) [Reserved.] (b) [Reserved.] (c) No later than the 10th day of each calendar month until the earlier of the Assumption Date or the termination of this Agreement, Credit Acceptance shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “"Live Data Files”"). The Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s 's internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s 's internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s 's system either by performing an onsite review of the Backup Servicer’s 's systems or, at Credit Acceptance’s 's sole expense, by having remote access to the Backup Servicer’s 's systems. (bd) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and under the Loan Sale and Servicing Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s 's obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Trust Collateral Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) In order to ensure preparedness to carry out the Service-Related Activities, the Backup Servicer agrees that immediately upon execution of this Agreement, it will begin to formulate a contingency plan designed to execute a transition of the Service-Related Activities from Credit Acceptance. (b) [Reserved] (c) No later than the 10th day of each calendar month until the earlier of the Assumption Date or the termination of this Agreement, Credit Acceptance shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “"Live Data Files”"). The Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s 's internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s 's internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s 's system either by performing an onsite review of the Backup Servicer’s 's systems or, at Credit Acceptance’s 's sole expense, by having remote access to the Backup Servicer’s 's systems. (bd) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and under the Loan Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s 's obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) No later than In connection with the 10th day of each calendar month until the earlier delivery obligations of the Assumption Date or the termination of this AgreementServicer under Section 2.1(d), Credit Acceptance shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan Loans and Contract Contracts master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “Live Data Files”). The Backup Servicer shall retain the most recent three (3) months' Live Data Files. Upon the written direction of the Deal Agent, the Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s system either by performing an onsite review of the Backup Servicer’s systems or, at Credit Acceptance’s sole expense, by having remote access to the Backup Servicer’s systems. In connection with the conversion of the Live Data Files to its internal systems, the Backup Servicer shall be entitled to receive such compensation as shall be mutually agreed in writing by the Servicer, the Deal Agent and Backup Servicer pursuant to Section 2.7(a)(ii) of the Loan Agreement but in any event not to exceed $20,000 for set-up and initial conversion and $7,500 for each subsequent instance (if any) requested by the Deal Agent. (b) In connection with the Backup Servicer assuming the obligations Service-Related Activities of Servicer hereunder and under the Loan Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) No later than 45 days after the 10th day of each calendar month until the earlier of the Assumption Date or the termination of this AgreementClosing Date, Credit Acceptance shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “Live Data Files”). The Within 60 days of the Closing Date, the Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s system either by performing an onsite review of the Backup Servicer’s systems or, at Credit Acceptance’s sole expense, by having remote access to the Backup Servicer’s systems. (b) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and under the Loan Sale and Servicing Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Trust Collateral Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) In order to ensure preparedness to carry out the Service-Related Activities, the Backup Servicer agrees that immediately upon execution of this Agreement, it will begin to formulate a contingency plan designed to execute a transition of the Service-Related Activities from CAC, and such plan shall be finalized within 90 days of execution of this Agreement. The contingency plan of the Backup Servicer shall contemplate the services to be provided by the Backup Servicer under this Agreement, the Loan and Security Agreement and the other Transaction Documents and, without limiting the obligations hereunder and thereunder, shall provide for the servicing and enforcement of the Loans and Contracts in a manner comparable to the servicing and enforcement of similar loans and contracts that the Backup Servicer carries out for itself and others. (b) In order to further ensure preparedness to carry out Service-Related Activities, the Backup Servicer will ready itself to receive data as if it were currently acting as Servicer. (c) No later than the 10th day of each calendar month until the earlier of the Assumption Date or the termination of this Agreement, Credit Acceptance CAC shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “"Live Data Files”"). The Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent CAC the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit AcceptanceCAC, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s 's internal systems. In the event of any changes in format with respect to either Credit Acceptance CAC or the Backup Servicer, Credit Acceptance Servicer CAC and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s 's internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent CAC with such reports as are mutually agreed upon by Credit Acceptance CAC and the Backup Servicer from time to time. Credit Acceptance CAC reserves the right to review converted data on the Backup Servicer’s 's system either by performing an onsite review of the Backup Servicer’s 's systems or, at Credit Acceptance’s CAC's sole expense, by having remote access to the Backup Servicer’s 's systems. (bd) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and hereunder, under the Loan Agreementand Security Agreement and the other Transaction Documents, Credit Acceptance CAC agrees that it shall: shall (i) promptly make available to the Backup Servicer access to all other records and information in the possession of Credit Acceptance CAC related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s 's obligations hereunder and thereunder; , and (ii) cooperate in good faith with the Backup Servicer and the Deal Collateral Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) In order to ensure preparedness to carry out the Service-Related Activities, the Backup Servicer agrees that immediately upon execution of this Agreement, it will begin to formulate a contingency plan designed to execute a transition of the Service-Related Activities from Credit Acceptance. (b) [Reserved] (c) No later than 45 days after the 10th day of each calendar month until the earlier of the Assumption Date or the termination of this Agreementdate hereof, Credit Acceptance shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “Live Data Files”). The Within 60 days of the date hereof, the Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s system either by performing an onsite review of the Backup Servicer’s systems or, at Credit Acceptance’s sole expense, by having remote access to the Backup Servicer’s systems. (bd) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and under the Loan Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) No later than 45 days after the 10th day of each calendar month until the earlier of the Assumption Date or the termination of this AgreementClosing Date, Credit Acceptance shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “"Live Data Files”"). The Within 60 days of the Closing Date, the Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s 's internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s system either by performing an onsite review of the Backup Servicer’s systems or, at Credit Acceptance’s sole expense, by having remote access to the Backup Servicer’s systems. (b) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and under the Loan Sale and Servicing Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s 's obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Trust Collateral Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.

Other Obligations of the Backup Servicer and Servicer. (a) In order to ensure preparedness to carry out the Service-Related Activities, the Backup Servicer agrees that immediately upon execution of this Agreement, it will begin to formulate a contingency plan designed to execute a transition of the Service-Related Activities from Credit Acceptance, and such plan shall be finalized within sixty (60) days of execution of this Agreement. The contingency plan of the Backup Servicer shall contemplate the services to be provided by the Backup Servicer under this Agreement and the Sale and Servicing Agreement and, without limiting the obligations hereunder and thereunder, shall provide for the servicing and enforcement of the Dealer Loans and Contracts in a manner comparable to the servicing and enforcement of similar dealer loans and contracts that the Backup Servicer carries out for itself and others. (b) [Reserved] (c) No later than the 10th day of each calendar month until the earlier of the Assumption Date or the termination of this Agreement, Credit Acceptance shall provide a Live Data File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan and Contract master file, the transaction history file and all other files necessary to carry out the Service-Related Activities received in connection herewith (the “"Live Data Files”"). The Backup Servicer shall convert the Live Data Files to its internal systems, and no later than five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and the Deal Agent the accuracy and completeness of the conversion; provided, however, that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion of the Live Data Files to the Backup Servicer’s 's internal systems. In the event of any changes in format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each other for the replacement of the data files with files in the correct format, modified accordingly. To verify that Live Data Files have been accurately converted to the Backup Servicer’s 's internal servicing system, the Backup Servicer will provide Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to review converted data on the Backup Servicer’s 's system either by performing an onsite review of the Backup Servicer’s 's systems or, at Credit Acceptance’s 's sole expense, by having remote access to the Backup Servicer’s 's systems. (bd) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and under the Loan Sale and Servicing Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to the Backup Servicer access to all records and information in the possession of Credit Acceptance related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the Backup Servicer in connection with the performance of the Backup Servicer’s 's obligations hereunder and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Trust Collateral Agent in connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup Servicer.