Common use of Acceptance by Collateral Agent Clause in Contracts

Acceptance by Collateral Agent. Any successor Collateral Agent appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Issuer and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Issuer or of the successor Collateral Agent, the Collateral Agent ceasing to act shall, at the expense of the Issuer and subject to payment of any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture, execute and deliver an instrument transferring to such successor Collateral Agent all the rights and powers of the Collateral Agent so ceasing to act. Upon request of any such Collateral Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights and powers. Any Collateral Agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture. No successor Collateral Agent shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 6.09 of the Base Indenture.

Acceptance by Collateral Agent. Any successor Collateral Agent appointed as provided in Section 8.10 12.10 shall execute, acknowledge and deliver to the Issuer Company and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Issuer Company or of the successor Collateral Agent, the Collateral Agent ceasing to act shall, at the expense of the Issuer Company and subject to payment of any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture10.06, execute and deliver an instrument transferring to such successor Collateral Agent all the rights and powers of the Collateral Agent so ceasing to act. Upon request of any such Collateral Agent, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights and powers. Any Collateral Agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture10.06. No successor Collateral Agent shall accept appointment as provided in this Section 8.11 12.11 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 6.09 10.09. Upon acceptance of appointment by a successor Xxxxxxxxxx Agent as provided in Section 12.10, each of the Base IndentureCompany and the successor Collateral Agent, at the written direction and at the expense of the Company, shall give or cause to be given notice of the succession of such Collateral Agent hereunder to the Holders in accordance with Section 11.01. If the Company fails to give such notice within ten days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be given at the expense of the Company.

Acceptance by Collateral Agent. Any successor Collateral Agent appointed as provided in Section 8.10 11.07 shall execute, acknowledge and deliver to the Issuer Company and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Issuer Company or of the successor Collateral Agent, the Collateral Agent ceasing to act shall, at the expense of the Issuer Company and subject to payment of any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture10.06, execute and deliver an instrument transferring to such successor Collateral Agent all the rights and powers of the Collateral Agent so ceasing to act. Upon request of any such Collateral Agent, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights and powers. Any Collateral Agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 10.06. Upon acceptance of the Base Indenture. No appointment by a successor Collateral Xxxxxxxxxx Agent shall accept appointment as provided in this Section 8.11 unless 11.08, each of the Company and the successor Collateral Agent, at the time written direction and at the expense of the Company, shall give or cause to be given notice of the succession of such Collateral Agent hereunder to the Holders in accordance with Section 13 .01. If the Company fails to give such notice within ten (10) days after acceptance such of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be eligible under given at the provisions of Section 6.09 expense of the Base IndentureCompany.

Acceptance by Collateral Agent. Any successor Collateral Agent collateral agent appointed as provided in Section 8.10 7.14 shall execute, acknowledge and deliver to the Issuer Company and to its predecessor Collateral Agent collateral agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent collateral agent shall become effective and such successor Collateral Agentcollateral agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Issuer Company or of the successor Collateral Agentcollateral agent, the Collateral Agent collateral agent ceasing to act shall, at the expense of the Issuer Company and subject to payment of any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture7.06, execute and deliver an instrument transferring to such successor Collateral Agent collateral agent all the rights and powers of the Collateral Agent trustee so ceasing to act. Upon request of any such Collateral Agentcollateral agent, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent collateral agent all such rights and powers. Any Collateral Agent collateral agent ceasing to act shall, nevertheless, retain a senior claim lien to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent collateral agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture7.06. No successor Collateral Agent collateral agent shall accept appointment as provided in this Section 8.11 7.15 unless at the time of such acceptance acceptance, such successor Collateral Agent collateral agent shall be eligible under the provisions of Section 6.09 7.08. Upon acceptance of appointment by a successor collateral agent as provided in this Section 7.15, each of the Base IndentureCompany and the successor collateral agent, at the written direction and at the expense of the Company, shall give or cause to be given notice of the succession of such collateral agent hereunder to the Holders in accordance with Section 19.03. If the Company fails to give such notice within ten days after acceptance of appointment by the successor collateral agent, the successor collateral agent shall cause such notice to be given at the expense of the Company.

Acceptance by Collateral Agent. Any successor Collateral Agent appointed as provided in Section 8.10 17.10 shall execute, acknowledge and deliver to the Issuer Company and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Issuer Company or of the successor Collateral Agent, the Collateral Agent ceasing to act shall, at the expense of the Issuer Company and subject to payment of any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture7.06, execute and deliver an instrument transferring to such successor Collateral Agent all the rights and powers of the Collateral Agent so ceasing to act. Upon request of any such Collateral Agent, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights and powers. Any Collateral Agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture7.06. No successor Collateral Agent shall accept appointment as provided in this Section 8.11 17.11 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 6.09 7.09. Upon acceptance of appointment by a successor Cxxxxxxxxx Agent as provided in Section 17.10, each of the Base IndentureCompany and the successor Collateral Agent, at the written direction and at the expense of the Company, shall give or cause to be given notice of the succession of such Collateral Agent hereunder to the Holders in accordance with Section 19.03. If the Company fails to give such notice within ten days after acceptance of appointment by the successor Collateral Agent, the successor Collateral Agent shall cause such notice to be given at the expense of the Company.

Acceptance by Collateral Agent. Any successor Collateral Agent collateral agent appointed as provided in Section 8.10 7.14 shall execute, acknowledge and deliver to the Issuer Company and to its predecessor Collateral Agent collateral agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent collateral agent shall become effective and such successor Collateral Agentcollateral agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Issuer Company or of the successor Collateral Agentcollateral agent, the Collateral Agent collateral agent ceasing to act shall, at the expense of the Issuer Company and subject to payment of any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture7.06, execute and deliver an instrument transferring to such successor Collateral Agent collateral agent all the rights and powers of the Collateral Agent trustee so ceasing to act. Upon request of any such Collateral Agentcollateral agent, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent collateral agent all such rights and powers. Any Collateral Agent collateral agent ceasing to act shall, nevertheless, retain a senior claim lien to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent collateral agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture. No 0.00.Xx successor Collateral Agent collateral agent shall accept appointment as provided in this Section 8.11 7.15 unless at the time of such acceptance acceptance, such successor Collateral Agent collateral agent shall be eligible under the provisions of Section 6.09 7.08. Upon acceptance of appointment by a successor collateral agent as provided in this Section 7.15, each of the Base IndentureCompany and the successor collateral agent, at the written direction and at the expense of the Company, shall give or cause to be given notice of the succession of such collateral agent hereunder to the Holders in accordance with Section 19.03. If the Company fails to give such notice within ten days after acceptance of appointment by the successor collateral agent, the successor collateral agent shall cause such notice to be given at the expense of the Company.

Acceptance by Collateral Agent. Any successor Collateral Agent appointed as provided in Section 8.10 shall execute(i) As security for the prompt and complete payment of the Note and the performance of all of the Borrower’s obligations under the Note, acknowledge this Agreement and deliver the other Transaction Documents, the Borrower hereby grants to the Issuer and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, for the benefit of the Secured Parties, without any further actrecourse except as provided herein, deed a security interest in and continuing Lien on all of the Borrower’s property (whether now owned or conveyancehereafter acquired or arising, shall become vested with and wherever located) including, without limitation, all the rights, powers, duties and obligations of its predecessor hereunderright, with like effect as if originally named as Collateral Agent hereintitle and interest to: (i) the Underlying Class C Note, and all monies due or to become due in payment thereupon on and after the Underlying Closing Date, including but not limited to all Collections; but, nevertheless, on the written request (ii) all Related Security; and (iii) all income and Proceeds of the Issuer or of foregoing (collectively, the successor Collateral Agent, “Collateral”). The foregoing pledge does not constitute an assumption by the Collateral Agent ceasing of any obligations of the Borrower to act shallany Person in connection with the Collateral or under any agreement or instrument relating to the Collateral. (ii) In connection with such grant, the Borrower agrees to record and file, at the expense of the Issuer and subject to payment of any amounts then due pursuant its own expense, financing statements with respect to the provisions Collateral now existing and hereafter created meeting the requirements of Section 6.06 of applicable state law in such manner and in such jurisdictions as are necessary to perfect the Base Indenture, execute and deliver an instrument transferring to such successor Collateral Agent all the rights and powers first priority security interest of the Collateral Agent so ceasing to act. Upon request of any such Collateral Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights and powers. Any Collateral Agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent as such, except for funds held in trust for the benefit of Holders the Secured Parties in the Collateral, and to deliver a file-stamped copy of particular Notes, to secure any amounts then due it pursuant such financing statements or other evidence of such filing to the provisions of Section 6.06 Collateral Agent and the Deal Agent on or prior to the Funding Date. In addition, the Borrower and the Underlying Servicer agree to clearly and unambiguously xxxx their respective general ledgers and all accounting records and documents and all computer tapes and records to show that the Collateral, has been pledged to the Collateral Agent for the benefit of the Base Indenture. No successor Secured Parties hereunder. (iii) [Reserved.] (iv) [Reserved.] (b) The Collateral Agent shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 6.09 hereby acknowledges its acceptance, on behalf of the Base IndentureSecured Parties, of the pledge by the Borrower of the Collateral.

Acceptance by Collateral Agent. Any successor Collateral Agent collateral agent appointed as provided in Section 8.10 7.14 shall execute, acknowledge and deliver to the Issuer Company and to its predecessor Collateral Agent collateral agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent collateral agent shall become effective and such successor Collateral Agentcollateral agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Issuer Company or of the successor Collateral Agentcollateral agent, the Collateral Agent collateral agent ceasing to act shall, at the expense of the Issuer Company and subject to payment of any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture7.06, execute and deliver an instrument transferring to such successor Collateral Agent collateral agent all the rights and powers of the Collateral Agent trustee so ceasing to act. Upon request of any such Collateral Agentcollateral agent, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent collateral agent all such rights and powers. Any Collateral Agent collateral agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent collateral agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture7.06. No successor Collateral Agent collateral agent shall accept appointment as provided in this Section 8.11 7.15 unless at the time of such acceptance such successor Collateral Agent collateral agent shall be eligible under the provisions of Section 6.09 7.08. Upon acceptance of appointment by a successor collateral agent as provided in this Section 7.15, each of the Base IndentureCompany and the successor collateral agent, at the written direction and at the expense of the Company, shall give or cause to be given notice of the succession of such collateral agent hereunder to the Holders in accordance with Section 19.03. If the Company fails to give such notice within ten days after acceptance of appointment by the successor collateral agent, the successor collateral agent shall cause such notice to be given at the expense of the Company.

Acceptance by Collateral Agent. Any successor Collateral Agent collateral agent appointed as provided in Section 8.10 7.14 shall execute, acknowledge and deliver to the Issuer Company and to its predecessor Collateral Agent collateral agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent collateral agent shall become effective and such successor Collateral Agentcollateral agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Issuer Company or of the successor Collateral Agentcollateral agent, the Collateral Agent collateral agent ceasing to act shall, at the expense of the Issuer Company and subject to payment of any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture7.06, execute and deliver an instrument transferring to such successor Collateral Agent collateral agent all the rights and powers of the Collateral Agent trustee so ceasing to act. Upon request of any such Collateral Agentcollateral agent, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent collateral agent all such rights and powers. Any Collateral Agent collateral agent ceasing to act shall, nevertheless, retain a senior claim lien to which the Notes are hereby xxxxxx made subordinate on all money or property held or collected by such Collateral Agent collateral agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture7.06. No successor Collateral Agent collateral agent shall accept appointment as provided in this Section 8.11 7.15 unless at the time of such acceptance acceptance, such successor Collateral Agent collateral agent shall be eligible under the provisions of Section 6.09 7.08. Upon acceptance of appointment by a successor collateral agent as provided in this Section 7.15, each of the Base IndentureCompany and the successor collateral agent, at the written direction and at the expense of the Company, shall give or cause to be given notice of the succession of such collateral agent hereunder to the Holders in accordance with Section 19.03. If the Company fails to give such notice within ten days after acceptance of appointment by the successor collateral agent, the successor collateral agent shall cause such notice to be given at the expense of the Company.

Acceptance by Collateral Agent. Any successor Collateral Agent collateral agent appointed as provided in Section 8.10 7.14 shall execute, acknowledge and deliver to the Issuer Company and to its predecessor Collateral Agent collateral agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent collateral agent shall become effective and such successor Collateral Agentcollateral agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the Issuer Company or of the successor Collateral Agentcollateral agent, the Collateral Agent collateral agent ceasing to act shall, at the expense of the Issuer Company and subject to payment of any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture7.06, execute and deliver an instrument transferring to such successor Collateral Agent collateral agent all the rights and powers of the Collateral Agent trustee so ceasing to act. Upon request of any such Collateral Agentcollateral agent, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent collateral agent all such rights and powers. Any Collateral Agent collateral agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent collateral agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture. No successor Collateral Agent shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 6.09 of the Base Indenture7.06.

Acceptance by Collateral Agent. Any successor (i) As security for the prompt and complete payment of the Note and the performance of all of the Borrower's obligations under the Note, this Agreement and the other Transaction Documents, the Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, without recourse except as provided herein, a security interest in and continuing Lien on all of the Borrower's property (whether now owned or hereafter acquired or (i) the Loans, Dealer Agreements and Contracts, and all monies due or to become due in payment thereupon on and after the Cut-Off Date, including but not limited to all Collections; (ii) all Related Security; and (iii) all income and Proceeds of the foregoing (collectively, the "Collateral"). The foregoing pledge does not constitute an assumption by the Collateral Agent appointed of any obligations of the Borrower to Obligors or any other Person in connection with the Collateral or under any agreement or instrument relating to the Collateral, including, without limitation, any obligation to make future advances to or on behalf of such Obligors. (ii) In connection with such grant, the Borrower agrees to record and file, at its own expense, financing statements with respect to the Collateral now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as provided are necessary to perfect the first priority security interest of the Collateral Agent for the benefit of the Secured Parties in Section 8.10 shall executethe Collateral, acknowledge and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Collateral Agent and the Deal Agent on or prior to the Funding Date. In addition, the Borrower and the Servicer agree to clearly and unambiguously mark their respective general ledgers and all accounting xxxords and documents and all computer tapes and records to show that the Collateral, including that portion of the Collateral consisting of the Dealer Agreements listed on Schedule IX hereto, the Loans and the related Contracts and the rights to payment under the related Dealer Agreements, has been pledged to the Collateral Agent for the benefit of the Secured Parties hereunder. (iii) In connection with such pledge, the Borrower agrees to deliver to the Issuer and to its predecessor Collateral Agent an instrument accepting such appointment hereunderon the Closing Date, one or more computer files containing true and complete lists of all Dealer Agreements, Pools and Loans securing the payment of the Note and amounts due under the Transaction Documents and all of the Borrower's obligations under the Note and the Transaction Documents as of the Funding Date, and thereupon the resignation or removal all Contracts securing all such Loans, identified by account number, dealer number, and pool number and Outstanding Balance as of the predecessor Funding Date. Such file shall be marked as Schedule V hereto, shall be delivered to the Collateral Agent as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. (iv) In connection with such pledge, each of the Borrower, CAC and the Servicer also agrees, within 90 days of the Closing Date, to clearly mark each Contract or Contract folder securing a Loan with xhe following legend: "THIS AGREEMENT HAS BEEN PLEDGED TO WACHOVIA SECURITIES, INC., AS COLLATERAL AGENT FOR THE BENEFIT OF CERTAIN SECURED PARTIES". Such legend shall become effective be in bold, in type face at least as large as 12 point and such successor shall be entirely in capital letters. (b) The Collateral AgentAgent hereby acknowledges its acceptance, without on behalf of the Secured Parties, of the pledge by the Borrower of the Loans and all other Collateral. The Collateral Agent further acknowledges that, prior to or simultaneously with the execution and delivery of this Agreement, the Borrower delivered to the Collateral Agent the computer file or microfiche list represented by the Borrower to be the computer file or microfiche list described in Section 2.2(a)(iii). (c) The Collateral Agent hereby agrees not to disclose to any further actPerson (including any Secured Party) any of the account numbers or other information contained in the computer files or microfiche lists delivered to the Collateral Agent by the Borrower pursuant to Section 2.2(a)(iii), deed or conveyance, shall become vested except as is required in connection with all the rights, powers, duties and obligations performance of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on duties hereunder or in enforcing the written request rights of the Issuer Secured Parties or of to a Successor Servicer; provided, however, that notwithstanding anything to the successor Collateral Agentcontrary in this Agreement, the Collateral Agent ceasing may reply to act shalla request from any Person for a list of Loans, at the expense of the Issuer and subject Dealer Agreements, Contracts or other information referred to payment of in any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture, execute and deliver an instrument transferring to such successor financing statement. The Collateral Agent all agrees to take such measures as shall be necessary or reasonably requested by the rights Borrower to protect and powers maintain the security and confidentiality of the Collateral Agent so ceasing to actsuch information. Upon request of any such Collateral Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights and powers. Any Collateral Agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture. No successor The Collateral Agent shall accept appointment as provided in provide the Borrower with written notice five Business Days prior to any disclosure pursuant to this Section 8.11 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 6.09 of the Base Indenturesubsection 2.2(c).

Acceptance by Collateral Agent. Any successor Collateral Agent appointed as provided in Section 8.10 shall execute(i) As security for the prompt and complete payment of the Note and the performance of all of the Borrower’s obligations under the Note, acknowledge this Agreement and deliver the other Transaction Documents, the Borrower hereby grants to the Issuer and to its predecessor Collateral Agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Collateral Agent shall become effective and such successor Collateral Agent, for the benefit of the Secured Parties, without any further actrecourse except as provided herein, deed a security interest in and continuing Lien on all of the Borrower’s property (whether now owned or conveyancehereafter acquired or arising, shall become vested with and wherever located) including, without limitation, all the rights, powers, duties and obligations of its predecessor hereunderright, with like effect as if originally named as Collateral Agent hereintitle and interest to: (i) the Underlying Class B Note, and all monies due or to become due in payment thereupon on and after the Underlying Closing Date, including but not limited to all Collections; but, nevertheless, on the written request (ii) all Related Security; and (iii) all income and Proceeds of the Issuer or of foregoing (collectively, the successor Collateral Agent, “Collateral”). The foregoing pledge does not constitute an assumption by the Collateral Agent ceasing of any obligations of the Borrower to act shallany Person in connection with the Collateral or under any agreement or instrument relating to the Collateral. (ii) In connection with such grant, the Borrower agrees to record and file, at the expense of the Issuer and subject to payment of any amounts then due pursuant its own expense, financing statements with respect to the provisions Collateral now existing and hereafter created meeting the requirements of Section 6.06 of applicable state law in such manner and in such jurisdictions as are necessary to perfect the Base Indenture, execute and deliver an instrument transferring to such successor Collateral Agent all the rights and powers first priority security interest of the Collateral Agent so ceasing to act. Upon request of any such Collateral Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights and powers. Any Collateral Agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent as such, except for funds held in trust for the benefit of Holders the Secured Parties in the Collateral, and to deliver a file-stamped copy of particular Notes, to secure any amounts then due it pursuant such financing statements or other evidence of such filing to the provisions of Section 6.06 Collateral Agent and the Deal Agent on or prior to the Funding Date. In addition, the Borrower and the Underlying Servicer agree to clearly and unambiguously xxxx their respective general ledgers and all accounting records and documents and all computer tapes and records to show that the Collateral, has been pledged to the Collateral Agent for the benefit of the Base Indenture. No successor Secured Parties hereunder. (iii) [Reserved.] (iv) [Reserved.] (b) The Collateral Agent shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 6.09 hereby acknowledges its acceptance, on behalf of the Base IndentureSecured Parties, of the pledge by the Borrower of the Collateral.

Acceptance by Collateral Agent. Any successor (i) As security for the prompt and complete payment of the Note and the performance of all of the Borrower's obligations under the Note, this Agreement and the other Transaction Documents, the Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, without recourse except as provided herein, a security interest in and continuing Lien on all of the Borrower's property (whether now owned or hereafter acquired or arising, and wherever located) including, without limitation, all of its right, title and interest to: (i) the Loans, and all monies due or to become due in payment thereupon on and after the related Cut-Off Date; (ii) all Related Security; and (iii) all income and Proceeds of the foregoing (collectively, the "Collateral"). The foregoing pledge does not constitute an assumption by the Collateral Agent appointed of any obligations of the Borrower to Obligors or any other Person in connection with the Collateral or under any agreement or instrument relating to the Collateral, including, without limitation, any obligation to make future advances to or on behalf of such Obligors. (ii) In connection with such grant, the Borrower agrees to record and file, at its own expense, financing statements with respect to the Collateral now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as provided are necessary to perfect the first priority security interest of the Collateral Agent for the benefit of the Secured Parties in Section 8.10 shall executethe Collateral, acknowledge and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Collateral Agent and the Deal Agent on or prior to each Funding Date. In addition, the Borrower and the Servicer agree to clearly and unambiguously mark their respective general ledgers and all accounting records anx xxcuments and all computer tapes and records to show that the Collateral, including that portion of the Collateral consisting of the Dealer Agreements listed on Schedule V hereto (and each addendum thereto), the Loans and the related Contracts and the rights to payment under the related Dealer Agreements, has been pledged to the Collateral Agent for the benefit of the Secured Parties hereunder. (iii) In connection with such pledge, the Borrower agrees to deliver to the Issuer and to its predecessor Collateral Agent an instrument accepting such appointment hereunderon the Closing Date, or Funding Date, as the case may be, one or more computer files containing true and complete lists of all Dealer Agreements, Pools and Loans securing the payment of the Note and amounts due under the Transaction Documents and all of the Borrower's obligations under the Note and the Transaction Documents as of the Closing Date, or Funding Date, and thereupon the resignation or removal all Contracts securing all such Loans, identified by account number, dealer number, and pool number and Outstanding Balance as of the predecessor Funding Date. Such file shall be marked as Schedule V hereto or as an addendum thereto, shall be delivered to the Collateral Agent shall become effective as confidential and proprietary, and such successor Schedule V and each addendum thereto are hereby incorporated into and made a part of this Agreement. (iv) In connection with such pledge, each of the Borrower, Credit Acceptance and the Servicer also agrees, within 120 days of the Closing Date or relevant Funding Date, as the case may be, to clearly mark each Contract or Contract folder securing a Loan with the follxxxxg legend: "THIS AGREEMENT HAS BEEN PLEDGED TO WACHOVIA CAPITAL MARKETS, LLC AS COLLATERAL AGENT FOR THE BENEFIT OF CERTAIN SECURED PARTIES". Such legend shall be in bold, in type face at least as large as 12 point and shall be entirely in capital letters. (b) The Collateral AgentAgent hereby acknowledges its acceptance, without on behalf of the Secured Parties, of the pledge by the Borrower of the Loans and all other Collateral. The Collateral Agent further acknowledges that, prior to or simultaneously with the execution and delivery of this Agreement, the Borrower delivered to the Collateral Agent the computer file or microfiche list represented by the Borrower to be the computer file or microfiche list described in Section 2.2(a)(iii). (c) The Collateral Agent hereby agrees not to disclose to any further actPerson (including any Secured Party) any of the account numbers or other information contained in the computer files or microfiche lists delivered to the Collateral Agent by the Borrower pursuant to Section 2.2(a)(iii), deed or conveyance, shall become vested except as is required in connection with all the rights, powers, duties and obligations performance of its predecessor hereunder, with like effect as if originally named as Collateral Agent herein; but, nevertheless, on duties hereunder or in enforcing the written request rights of the Issuer Secured Parties or of to a Successor Servicer; provided, however, that notwithstanding anything to the successor Collateral Agentcontrary in this Agreement, the Collateral Agent ceasing may reply to act shalla request from any Person for a list of Loans, at the expense of the Issuer and subject Dealer Agreements, Contracts or other information referred to payment of in any amounts then due pursuant to the provisions of Section 6.06 of the Base Indenture, execute and deliver an instrument transferring to such successor financing statement. The Collateral Agent all agrees to take such measures as shall be necessary or reasonably requested by the rights Borrower to protect and powers maintain the security and confidentiality of the Collateral Agent so ceasing to actsuch information. Upon request of any such Collateral Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights and powers. Any Collateral Agent ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such Collateral Agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 6.06 of the Base Indenture. No successor The Collateral Agent shall accept appointment as provided in provide the Borrower with written notice five Business Days prior to any disclosure pursuant to this Section 8.11 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 6.09 of the Base Indenturesubsection 2.2(c).