Common use of Additional Covenants of the Seller Clause in Contracts

Additional Covenants of the Seller. The Seller shall not do any of the following, without the prior written consent of the Trust Collateral Agent, who shall, without any exercise of its own discretion, provide its written consent to the Seller upon receipt by it of a copy of the written consent of the Majority Noteholders: (i) engage in any business or activity other than those set forth in the certificate of formation or limited liability company agreement of the Seller or amend the Seller’s certificate of formation or limited liability company agreement other than in accordance with its terms as in effect on the date hereof; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the Notes, and (B) any indebtedness to Credit Acceptance incurred in connection with the acquisition of the Loans, which indebtedness shall be subordinated to all other obligations of the Seller and Credit Acceptance; or (iii) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.

Additional Covenants of the Seller. The Seller shall not do any of the following, without the prior written consent of the Trust Collateral Agent, who shall, without any exercise of its own discretion, provide its written consent to the Seller upon receipt by it of a copy of the written consent of the Majority Noteholders: (i) engage in any business or activity other than those set forth in the certificate Certificate of formation Formation or limited liability company agreement of the Seller or amend the Seller’s certificate Certificate of formation Formation or limited liability company agreement other than in accordance with its terms as in effect on the date hereof; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the Notes, and (B) any indebtedness to Credit Acceptance incurred in connection with the acquisition of the Loans, which indebtedness shall be subordinated to all other obligations of the Seller and Credit Acceptance; or (iii) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.

Additional Covenants of the Seller. The Seller shall not do any of the following, without without: (i) the prior written consent of the Controlling Party; and (ii) the prior written consent of the Trust Collateral Agent, who shall, without any exercise of its own discretion, also provide its written consent to the Seller upon receipt by it of a copy of the written consent of the Majority NoteholdersControlling Party: (i) engage in any business or activity other than those set forth in the certificate Certificate of formation Formation or limited liability company agreement of the Seller or amend the Seller’s certificate 's Certificate of formation Formation or limited liability company agreement other than in accordance with its terms as in effect on the date hereof; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the Class A Notes, and (B) any indebtedness to Credit Acceptance incurred in connection with the acquisition of the Dealer Loans, which indebtedness shall be subordinated to all other obligations of the Seller and Credit Acceptance; or (iii) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.

Additional Covenants of the Seller. The Seller shall not do any of the following, without the prior written consent of the Trust Collateral Agent, who shall, without any exercise of its own discretion, provide its written consent to the Seller upon receipt by it of a copy of the written consent of the Majority Noteholders: (ia) engage in any business or activity other than those set forth in the certificate of formation or limited liability company agreement of the Seller or amend the Seller’s certificate of formation or limited liability company agreement other than in accordance with its terms as in effect on the date hereof; (iib) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the Notes, and (B) any indebtedness to Credit Acceptance incurred in connection with the acquisition of the Loans, which indebtedness shall be subordinated to all other obligations of the Seller and Credit Acceptance; or (iiic) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.

Additional Covenants of the Seller. The Seller shall not do any of the following, without without: (i) the prior written consent of the Class A Insurer; and (ii) the prior written consent of the Trust Collateral Agent, who shall, without any exercise of its own discretion, also provide its written consent to the Seller upon receipt by it of a copy of the written consent of the Majority NoteholdersClass A Insurer: (i) engage in any business or activity other than those set forth in the certificate Certificate of formation Formation or limited liability company agreement of the Seller or amend the Seller’s certificate Certificate of formation Formation or limited liability company agreement other than in accordance with its terms as in effect on the date hereof; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the Class A Notes, and (B) any indebtedness to Credit Acceptance incurred in connection with the acquisition of the Dealer Loans, which indebtedness shall be subordinated to all other obligations of the Seller and Credit Acceptance; or (iii) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.

Additional Covenants of the Seller. The Seller shall not do any of the following, without the prior written consent of the Trust Collateral Agent, who shall, without any exercise of its own discretion, provide its written consent to the Seller upon receipt by it of a copy of the written consent of the Majority Noteholders: (i) engage in any business or activity other than those set forth in the certificate Certificate of formation Formation or limited liability company agreement of the Seller or amend the Seller’s certificate Certificate of formation Formation or limited liability company agreement other than in accordance with its terms as in effect on the date hereof; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the Class A Notes, and (B) any indebtedness to Credit Acceptance incurred in connection with the acquisition of the Loans, which indebtedness shall be subordinated to all other obligations of the Seller and Credit Acceptance; or (iii) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.

Additional Covenants of the Seller. The Seller shall not do any of the following, without without: (i) the prior written consent of the Class A Insurer; and (ii) the prior written consent of the Trust Collateral Agent, who shall, without any exercise of its own discretion, also provide its written consent to the Seller upon receipt by it of a copy of the written consent of the Majority NoteholdersClass A Insurer: (i) engage in any business or activity other than those set forth in the certificate Certificate of formation Formation or limited liability company agreement of the Seller or amend the Seller’s certificate 's Certificate of formation Formation or limited liability company agreement other than in accordance with its terms as in effect on the date hereof; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the Class A Notes, and (B) any indebtedness to Credit Acceptance incurred in connection with the acquisition of the Dealer Loans, which indebtedness shall be subordinated to all other obligations of the Seller and Credit Acceptance; or (iii) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.

Additional Covenants of the Seller. The Seller shall not do any of the following, without without: (i) the prior written consent of the Majority Noteholders; (ii) the prior written consent of the Swap Counterparty; and (iii) the prior written consent of the Trust Collateral Agent, who shall, without any exercise of its own discretion, also provide its written consent to the Seller upon receipt by it of a copy of the written consent of the Majority Noteholders: (i) engage in any business or activity other than those set forth in the certificate Certificate of formation Formation or limited liability company agreement of the Seller or amend the Seller’s certificate Certificate of formation Formation or limited liability company agreement other than in accordance with its terms as in effect on the date hereof; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the Class A Notes, and (B) any indebtedness to Credit Acceptance incurred in connection with the acquisition of the Loans, which indebtedness shall be subordinated to all other obligations of the Seller and Credit Acceptance; or (iii) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.