Common use of Assumption of Servicer’s Obligations Clause in Contracts

Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that on the date specified in accordance with the Loan Agreement, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Loan Agreement and this Agreement. In the event of a conflict between any provision of the Loan Agreement and this Agreement, this Agreement shall be controlling. (b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Loan Agreement: Sections 2.11, 2.13, 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.2 of which a Responsible Officer has actual knowledge), 4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge), 5.4(c), 5.4(e), 5.4(f), 5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 5.4(i), 5.4(j), 5.4(k) (only with respect to the Credit Guidelines), 5.4(m), 5.5(a), 5.5(b), 5.5(f) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Collateral Agent in the Collateral on behalf of the Secured Parties against the claims of third parties), 5.5(i) (only with respect to the Credit Guidelines), 5.5(i), 6.1(c), 6.2(e) (provided that the Deal Agent and any Liquidity Agent may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Liquidity Agent may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 6.5(a) (provided that the Backup Servicer shall be responsible for all of the obligations of Section 6.5(a) so long as it receives sufficient assistance from the Borrower), 6.5(b), 6.5(c), 6.6, 6.8, 6.9, 6.11(j), and 6.11(l); provided, however, that the Backup Servicer shall continue to be obligated to perform the obligations imposed by Section 2.5 of this Agreement.

Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that on the date specified in accordance with the Loan Agreement, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Loan Agreement and this Agreement. In the event of a conflict between any provision of the Loan Agreement and this Agreement, this Agreement shall be controlling. (b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Loan Agreement: Sections 2.11, 2.132.14, 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.2 of which a Responsible Officer has actual knowledge), 4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge), 5.4(c), 5.4(e), 5.4(f), 5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 5.4(i), 5.4(j), 5.4(k) (only with respect to the Credit Guidelines), 5.4(m), 5.5(a), 5.5(b), 5.5(f) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Collateral Agent in the Collateral on behalf of the Secured Parties against the claims of third parties), 5.5(i) (only with respect to the Credit Guidelines), 5.5(i), 6.1(c), 6.2(e) (provided that the Deal Agent and any Liquidity Agent Lender may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Liquidity Agent Lender may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 6.5(a) (provided that the Backup Servicer shall be responsible for all of the obligations of Section 6.5(a) so long as it receives sufficient assistance from the Borrower), 6.5(b), 6.5(c), 6.6, 6.8, 6.9, 6.11(j), and 6.11(l); provided, however, that the Backup Servicer shall continue to be obligated to perform the obligations imposed by Section 2.5 of this Agreement.of

Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that on within 30 days of receipt of a written notice from the date specified in accordance with Majority Noteholders, of the Loan termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Loan Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Loan Sale and Servicing Agreement and this Agreement. In the event of a conflict between any provision of the Loan Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling. (b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Loan Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Loan Sale and Servicing Agreement: Sections 2.11, 2.13, 4.2(b) 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches detailed or failures set forth in Section 4.2 3.02 of which a Responsible Officer has actual knowledge), 4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge4.01(c), 5.4(c4.01(d)(i), 5.4(e4.01(d)(ii), 5.4(f4.04, 4.06(a)(iii), 5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge4.06(a)(v), 5.4(i4.06(a)(vi)(B), 5.4(j4.06(a)(ix), 5.4(k) (only with respect to the Credit Guidelines4.06(a)(x), 5.4(m4.06(b)(i), 5.5(a4.06(b)(ii), 5.5(b), 5.5(f4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Collateral on behalf of the Secured Parties Trust Property against the claims of third parties), 5.5(i) (only with respect to the Credit Guidelines), 5.5(i), 6.1(c), 6.2(e) (provided that the Deal Agent and any Liquidity Agent may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Liquidity Agent may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 6.5(a) 4.07 (provided that the Backup Servicer shall be responsible for all obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has actual knowledge in the obligations of Section 6.5(a) so long as it receives sufficient assistance from the Borrowermanner described therein), 6.5(b4.11, 5.01(b), 6.5(c5.01(c), 6.65.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, 6.8in the case of Wxxxx Fargo Bank, 6.9National Association, 6.11(jafter the Assumption Date, will be within one (1) Business Day of receipt of such Collections with respect to cleared funds, and in all other cases will be within three (3) Business Days of receipt of such Collections), and 6.11(l5.09(b); provided, however5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall continue be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to be obligated to perform the obligations imposed action taken by Section 2.5 of this Agreementit as successor Servicer), 7.03, 7.06, 8.01(v), 9.05 or 10.01(b).

Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that on within 30 days of receipt of a written notice from the date specified in accordance with the Loan AgreementDeal Agent, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Loan Agreement and this Agreement. In the event of a conflict between any provision of the Loan Agreement and this Agreement, this Agreement shall be controlling. (b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the the. Loan Agreement: Sections 2.6(c)(ii), 2.11, 2.13, 3.1(b), 3.1(c), 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.2 of which a Responsible Officer has actual knowledge), 4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge), 5.4(c), 5.4(e), 5.4(f), 5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 5.4(i), 5.4(j), 5.4(k) (only with respect to the Credit Guidelines), 5.4(m) (only with respect to Servicer’s obligation to provide written certification of a change in debt rating), 5.5(a), 5.5(b), 5.5(f5.5(e) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Collateral Agent in the Collateral on behalf of the Secured Parties against the claims of third parties), 5.5(i5.5(h) (only with respect to the Credit Guidelines), 5.5(i6.1(b) (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of Xxxxx Fargo after the Assumption Date, will be within one (1) Business Day of receipt of such Collections with respect to cleared funds, and in all other cases will be within three (3) Business Days of receipt of such Collections), 6.1(c), 6.2(e) (provided that the Deal Agent and any Liquidity Agent may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Liquidity Agent may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 6.5(a) (provided that the Backup Servicer shall be responsible for all of the obligations of Section 6.5(a) so long as it receives sufficient assistance from the Borrower), 6.5(b), 6.5(c), 6.6, 6.8, 6.9, 6.11(h) (only with respect to the applicable amount referenced in Section 6.11(h) which shall be $10,000,000 instead of $5,000,000), 6.11(i) (only with respect to the applicable amount referenced in Section 6.11(i) which shall be $10,000,000 instead of $5,000,000), 6.11(j), and 6.11(l6.11(1); provided, however8.2, 9.1(k), 10.2 (provided that the Backup Servicer shall continue be liable under Section 10.2(a) of the Loan Agreement as to be obligated to perform the obligations imposed action taken by Section 2.5 of this Agreementit as Successor Servicer) and 13.