Common use of Rights Prior to Assumption of Duties by the Backup Servicer or Designation of Successor Servicer Clause in Contracts

Rights Prior to Assumption of Duties by the Backup Servicer or Designation of Successor Servicer. (a) On or before each Reporting Date, the Servicer shall deliver to the Backup Servicer an electronic file containing all information necessary to allow the Backup Servicer to review the Monthly Report related thereto and determine the following: (i) that such Monthly Report is complete on its face, (ii) that the amounts withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Servicer are the same as the amounts withdrawn from the Collection Account as set forth in the Monthly Report and (iii) the Reserve Account Amount. The Backup Servicer shall, on the second Business Days after receipt of the electronic file referred to in the preceding sentence, load such electronic file, confirm such computer tape or diskette is in readable form and verify the following: (i) the Pool Balance as of the most recent Determination Date and (ii) the Cumulative Net Loss Ratio as of the related Determination Date, each as set forth in the related Monthly Report. In the event of any discrepancy between the information set forth in the Monthly Report and the information described in the two preceding sentences, as determined or calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall notify the Servicer of such discrepancy by the third Business Day following receipt by the Backup Servicer of the related electronic file and, if by the Business Day following receipt by the Servicer of such notice, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Administrative Agent of such discrepancy. The Backup Servicer shall provide a Monthly Backup Servicer Certificate to the Administrative Agent and the Servicer, on or before the close of business on the Business Day immediately preceding each Payment Date. The Backup Servicer, in its capacity as such, shall not be responsible for delays attributable to the Servicer’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Backup Servicer.

Rights Prior to Assumption of Duties by the Backup Servicer or Designation of Successor Servicer. (a) On or before each Reporting Date, the Servicer shall deliver to the Backup Servicer an electronic file containing all information necessary to carry out any servicing obligations under this Agreement, sufficient to allow the Backup Servicer to review the Monthly Report related thereto and determine the following: (i) that such Monthly Report is complete readable on its face, (ii) the Borrowing Base as of the related Reporting Date (calculated as of the related Determination Date, or, with respect to Receivables added to the Collateral following such Determination Date, but prior to the date of such Monthly Report, the related Cutoff Date), and (iii) based on the records of the Account Bank, confirm (A) that the amounts withdrawn from the Collection Account and for the related Payment Date, (B)the Collection Account balance of such account, as set forth in the records of the Servicer related Determination Date, and (C) the Reserve Account Amount as of the related Determination Date are the same as the amounts withdrawn from the Collection Account as amount set forth in the Monthly Report and (iii) the Reserve Account Amount. The Backup Servicer shall, on the second within five Business Days after receipt of each Reporting Date, load the electronic file referred to in received from the preceding sentence, load such electronic fileServicer, confirm such computer tape or diskette is in readable form and use the electronic file to verify the following: (i) the Pool aggregate Principal Balance as of the most recent Determination Date and (ii) the Cumulative Net Loss Ratio all Receivables as of the related Determination Date, and (ii) each Concentration Limit as of the related Determination Date, as set forth in the related Monthly Report. In the event of any discrepancy between the information set forth in the Monthly Report and the information described in the two preceding foregoing sentences, as determined or calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer of such discrepancy by the third Business Day following receipt by the Backup Servicer of the related electronic file and, if by the Business Day following receipt by the Servicer within five days of such noticenotice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Administrative Agent of such discrepancy. The Notwithstanding the foregoing, if the electronic file or the Monthly Report does not contain sufficient information for the Backup Servicer to perform any action hereunder, the Backup Servicer shall provide a Monthly promptly notify the Servicer of any additional information to be delivered by the Servicer to the Backup Servicer, and the Backup Servicer Certificate to and the Servicer shall mutually agree upon the form thereof; provided, however, that the Backup Servicer shall promptly notify the Administrative Agent of any insufficiency in the information provided to it which is not resolved as set forth in this sentence in a manner than permits the Backup Servicer to perform its duties hereunder; and provided, further, that the Servicer, on or before the close of business on the Business Day immediately preceding each Payment Date. The Backup Servicer, in its capacity as such, Servicer shall not be responsible liable for delays attributable any delay in the performance of any action hereunder resulting from its failure to receive in a timely manner such additional information from the Servicer’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Backup Servicer.

Rights Prior to Assumption of Duties by the Backup Servicer or Designation of Successor Servicer. (a) On or before each Reporting Date, the Servicer shall deliver to the Backup Servicer an electronic file containing all information necessary to allow the Backup Servicer to review the Monthly Report related thereto and determine the following: (i) that such Monthly Report is complete on its face, (ii) that the amounts withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Servicer are the same as the amounts withdrawn from the Collection Account as set forth in the Monthly Report and (iii) the Reserve Account Amount. The Backup Servicer shall, on the second (2nd) Business Days after receipt of the electronic file referred to in the preceding sentence, load such electronic file, confirm such computer tape or diskette is in readable form and verify the following: (i) the Pool aggregate Principal Balance of all Pledged Contracts as of the most recent Determination Date and Date, (ii) the Cumulative Delinquency Ratio (Managed Contracts), Delinquency Ratio (Pledged Contracts), the Net Loss Losses Ratio (Managed Contracts), the Net Losses Ratio (Pledged Contracts), the Extension Rate (Managed Contracts), the Extension Rate (Pledged Contracts) and the Excess Spread as of the related Determination Date, each as set forth in the Monthly Report and (iii) the Borrowing Base as of the related Reporting Date (calculated as of the related Determination Date, or, with respect to Contracts added to the Collateral following such Determination Date, but prior to the date of such Monthly Report, the related Cut-off Date). In the event of any discrepancy between the information set forth in the Monthly Report and the information described in the two preceding foregoing sentences, as determined or calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall notify the Servicer of such discrepancy by the third (3rd) Business Day following receipt by the Backup Servicer of the related electronic file and, if by the Business Day following receipt by the Servicer of such notice, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Administrative Agent of such discrepancy. The Backup Servicer shall provide a Monthly Backup Servicer Certificate to the Administrative Agent and the Servicer, on or before the close of business on the Business Day immediately preceding each the related Payment Date. The Backup Servicer, in its capacity as such, shall not be responsible for delays attributable to the Servicer’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Backup Servicer.

Rights Prior to Assumption of Duties by the Backup Servicer or Designation of Successor Servicer. (a) On or before each Reporting Determination Date, the Servicer shall deliver to the Backup Servicer an electronic file containing all information necessary to allow the Backup Servicer to review the Monthly Report related thereto and determine the following: (i) that such Monthly Report is complete on its face, and (ii) that the amounts withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Servicer are the same as the amounts withdrawn from the Collection Account as set forth in the Monthly Report and (iii) the Reserve Account Amount. The Backup Servicer shall, on the second within five (5) Business Days after receipt of the related Determination Date, load the electronic file referred to in received from the preceding sentence, load such electronic fileServicer, confirm such computer tape or diskette is in readable form and verify the following: (i) the Pool Aggregate Receivables Balance as of the most recent Determination Date and last day of the preceding Collection Period, (ii) the Cumulative Delinquency Ratio and Rolling Average Delinquency Ratio, Net Spread, Reserve Amount, Reserve Account Required Amount, Monthly Extension Rate and Rolling Average Extension Ratio, and Annualized Net Loss Ratio and Rolling Annualized Net Loss Ratio as of the related Determination Datelast day of the preceding Collection Period, each as set forth in the related Monthly Report and (iii) 126 the Borrowing Base as of the last day of the preceding Collection Period (calculated as of the last day of the preceding Collection Period, or, with respect to Receivables added to the Collateral following such date, but prior to the date of such Monthly Report, the related Cut-off Date). In the event of any discrepancy between the information set forth in the Monthly Report and the information described in the two preceding foregoing sentences, as determined or calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer of such discrepancy by the third Business Day following receipt by the Backup Servicer of the related electronic file and, if by the Business Day following receipt by the Servicer within five (5) days of such noticenotice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Administrative Agent in writing (which the Administrative Agent shall forward to each Lender Group Agent upon receipt) of such discrepancy. The Backup Servicer shall provide a Monthly Backup Servicer Certificate to the Administrative Agent Agent, the Lender Group Agents and the Servicer, on or before the close of business on the fifth (5th) Business Day immediately preceding each Payment following the related Determination Date. The Backup Servicer, in its capacity as such, shall not be responsible for delays attributable to the Servicer’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Backup Servicer.

Rights Prior to Assumption of Duties by the Backup Servicer or Designation of Successor Servicer. (a) On or before each Reporting Date, the Servicer shall deliver to the Backup Servicer an electronic file containing all information necessary to carry out any servicing obligations under this Agreement, sufficient to allow the Backup Servicer to review the Monthly Report related thereto and determine the following: (i) that such Monthly Report is readable and contains all information necessary for the Backup Servicer to complete on its face, (ii) that the amounts withdrawn from the Collection Account and the balance of such account, as set forth in the records of the Servicer are the same as the amounts withdrawn from the Collection Account as set forth in the Monthly Report and (iii) the Reserve Account Amountduties. The Backup Servicer shall, on the second within five Business Days after receipt of each Reporting Date, load the electronic file referred to in received from the preceding sentence, load such electronic fileServicer, confirm such computer tape or diskette is in readable form and verify the following: (i) the Pool aggregate Principal Balance of all Receivables as of the most recent Determination Date and Date, (ii) each Concentration Limit and (iii) the Cumulative Net Principal Balance as set forth in the Monthly Report. The Backup Servicer shall further verify the Borrowing Base, Monthly Principal Payment Amount, Servicing Fees, Account Bank Fee and Backup Servicing Fee (excluding any additional fees), amounts remaining to be distributed to the Borrower in accordance with Section 2.08, the Reserve Account Amount as of the end of the Collection Period, the Annualized Default Ratio, the Annualized Net Loss Ratio Ratio, the Collateral Coverage Ratio, the UACC Excess Spread Percentage, the Vroom Excess Spread Percentage, and the Overcollateralization Percentage based solely on a mathematical recalculation of the information contained in the Monthly Report as of the related Reporting Date (calculated as of the related Determination Date, each or, with respect to Receivables added to the Collateral following such Determination Date, but prior to the date of such Monthly Report, the related Cutoff Date). In addition, the Backup Servicer shall verify any other amounts or calculations as set forth may be mutually agreed to by the Administrative Agent and the Backup Servicer based solely on a mathematical recalculation of the information contained in the Monthly Report as of the related Monthly ReportReporting Date. In the event of any discrepancy between the information set forth in the Monthly Report and the information described in the two preceding three foregoing sentences, as determined or calculated by the Servicer, from that determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer of such discrepancy by the third Business Day following receipt by the Backup Servicer of the related electronic file and, if by the Business Day following receipt by the Servicer within five days of such noticenotice being provided to the Servicer, the Backup Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall promptly notify the Administrative Agent of such discrepancy. The Servicer shall cooperate with the Backup Servicer to ensure that the Monthly Report contains sufficient information for the Backup Servicer to perform its duties hereunder. Notwithstanding the foregoing, if the electronic file or Monthly Report does not contain sufficient information for the Backup Servicer to perform its duties hereunder, the Backup Servicer shall provide a Monthly Backup promptly notify the Servicer Certificate of any additional information to be delivered by the Servicer to the Administrative Agent and the Servicer, on or before the close of business on the Business Day immediately preceding each Payment Date. The Backup Servicer, in its capacity as suchand the Backup Servicer and the Servicer shall mutually agree upon the form thereof; provided, however, that the Backup Servicer shall not be responsible liable for delays attributable the performance of any action unable to be taken hereunder without such additional information until it is received from the Servicer. In the performance of its duties hereunder, the Backup Servicer shall be entitled to conclusively rely on the Monthly Report or written notice with respect to the Servicer’s failure to deliver informationoccurrence of any Overcollateralization Increase Event, defects in the information supplied by the Servicer Termination Date or other circumstances beyond event which affects the control verification obligations of the Backup Servicer, with no duty to independently verify the information therein or confirm whether any such event has occurred or otherwise make any determination with respect thereto.