Common use of Opinions as to Trust Property Clause in Contracts

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of the Closing Date, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien and security interest created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until April 15 in the following calendar year.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending June 30, 2024, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2024). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2025, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending September 30, 2024, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to September 30, 2024). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2025, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending December 31, 2023, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to December 31, 2023). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2024, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee Issuer must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee Issuer shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer hereunder specifies future action to be taken by the Owner TrusteeIssuer, the Owner Trustee Issuer shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 20022004, the Owner Trustee Issuer shall furnish to the Indenture Trustee Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien and security interest created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until April 15 in the following calendar year.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of the Closing Date, the Owner Trustee shall furnish to the Indenture Trustee Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 20022003, the Owner Trustee shall furnish to the Indenture Trustee Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien and security interest created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until April 15 in the following calendar year.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending December 31, 2012, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to December 31, 2012). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2014, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at On the Closing Date pursuant to Section 2.11(b) specifies any future action that and on the Owner Trustee must take to maintain the lien and security interest hereofdate of each indenture supplement hereto, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of the Closing Dateif any, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any and indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the lien first priority Lien and security interest in favor of the Indenture Trustee for the benefit of the Noteholders and the Note Insurer, created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document , or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that willstating that, in the opinion of such counsel, be required no such action is necessary to maintain the make such lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required herebyeffective. (b) On or before April 15 in Within 30 days after the beginning of each calendar year, beginning April 15, 2002with the first calendar year beginning more than three months after the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is are necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the such Lien and security interest created by this Indentureinterest. Such Opinion of Counsel shall also describe the recording, filing, re-re- recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 15 the 30th day to occur in the following calendar year.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending June 30, 2018, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2018). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2019, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending September 30, 2016, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to September 30, 2016). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2017, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending September 30, 2018, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to September 30, 2018). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2019, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending December 31, 2024, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to December 31, 2024). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2025, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, 23133277.4 in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending June 30, 2017, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2017). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2018, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending June 30, 2012, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2012). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2013, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending June 30, 2020, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2020). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2021, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending December 31, 2018, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to December 31, 2018). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2019, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending September 30, 2020, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to September 30, 2020). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2021, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending December 31, 2014, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to December 31, 2014). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2015, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as 19914942.3 such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending June 30, 2019, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2019). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2020, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending September 30, 2023, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to September 30, 2023). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2024, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending September 30, 2022, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to September 30, 2022). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2023, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a1) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (2) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending September 30, 2021, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to September 30, 2021). (3) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2022, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending March 31, 2020, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to March 31, 2020). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2021, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending March 31, 2024, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to March 31, 2024). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2025, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending December 31, 2013, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to December 31, 2013). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2015, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending June 30, 2014, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2014). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2015, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a1) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (2) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending June 30, 2021, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2021). (3) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2022, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending December 31, 2017, the Issuer shall cause an Opinion of 23919155.5 Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to December 31, 2017). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2019, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of the Closing Date, the Owner Trustee shall furnish to the Indenture Trustee Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (ba) On or before April 15 in each calendar year, beginning April 15, 20022003, the Owner Trustee shall furnish to the Indenture Trustee Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien and security interest created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until April 15 in the following calendar year.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending March 31, 2017, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to March 31, 2017). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2018, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe 22670589.4 the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending December 31, 2015, the Issuer shall cause an Opinion of Counsel, dated as of a date 21345541.5 during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to December 31, 2015). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2016, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending June 30, 2015, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2015). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2016, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture until April 15 Trustee in the following calendar year.the

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending September 30, 2017, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to September 30, 2017). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2018, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of the Closing Date, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 20022003, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien and security interest created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until April 15 in the following calendar year.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. (b) Within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending August 31, 2013, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to August 31, 2013). (c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2014, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee Trustee, the Noteholders, the Trust Collateral Agent and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto hereto, and any other requisite documents documents, and with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the first priority lien and security interest in favor of the Trust Collateral Agent, for the benefit of the Issuer 22 Indenture Secured Parties, created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document , or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that willstating that, in the opinion of such counsel, be required no such action is necessary to maintain the make such lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required herebyeffective. (b) On or before April 15 in Within 90 days after the beginning of each calendar year, beginning April 15, 2002with the first calendar year beginning more than six months after the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee Trustee, Trust Collateral Agent and the Note Insurer Insurer, an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is are necessary to maintain the Lien lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien such lien and security interest created by this Indentureinterest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien lien and security interest of this Indenture until April 15 in the following calendar yearIndenture.

Opinions as to Trust Property. (a) If the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(b) specifies any future action that the Owner Trustee must take to maintain the lien and security interest hereof, no later than the time so specified in such Opinion (or any subsequent Opinion of Counsel delivered pursuant to this Section 3.06), and in any event within three months prior to the fifth anniversary of a. On the Closing Date, the Owner Trustee Issuer shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture with respect to the Trust Property and reciting the details of such action. The Owner Trustee shall also provide the Indenture Trustee and the Note Insurer with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture with respect to the Trust Property. If the Opinion of Counsel delivered to the Indenture Trustee and the Note Insurer hereunder specifies future action to be taken by the Owner Trustee, the Owner Trustee shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion to the effect required hereby. (b) On or before April 15 in each calendar year, beginning April 15, 2002, the Owner Trustee shall furnish to the Indenture Trustee and the Note Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and Indenture with respect to the execution and filing of any financing statements and continuation statements statements, as is are necessary to maintain perfect and make effective the Lien first priority lien and security interest in favor of the Indenture Trustee, created by this Indenture and reciting the details of such action action, or stating that that, in the opinion of such counsel counsel, no such action is necessary to maintain the Lien make such lien and security interest created by this Indentureeffective. b. Within thirty (30) days after the end of each calendar quarter during the Revolving Period, beginning with the quarter ending December 31, 2020, the Issuer shall cause an Opinion of Counsel, dated as of a date during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to December 31, 2020). c. The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days after the beginning of each calendar year beginning with 2021, an Opinion of Counsel for the Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel shall also (i) describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain preserve and protect the Lien and security interest of this the Indenture Trustee in the Collateral, until April 15 the 90th day in the following calendar yearyear and (ii) specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest.