Common use of Performance of Obligations; Servicing of Contracts Clause in Contracts

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof such waiver would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or (acting at the written direction of the Required Holders). (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof such waiver would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Servicer has agreed pursuant to Section 4.01(c) and (d) of the Sale and Servicing Agreement and, in the event that Credit Acceptance no longer serves as Servicer, Credit Acceptance, in its individual capacity, has agreed pursuant to Section 4.17 of the Sale and Servicing Agreement, to perform certain duties of the Issuer has contracted with the Servicer and the Administrator or to assist the Issuer in performing its duties under this Indenture, and the Indenture Trustee acknowledges that the Servicer and Credit Acceptance are acceptable to it. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If Upon an Authorized Officer of the Issuer shall have having actual knowledge of the occurrence of an Event of Terminationor written notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or Trustee, the Required HoldersInsurer (unless an Insurer Default shall have occurred and be continuing) and the Holders of at least a majority of the Outstanding Amount of the Notes. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) Upon the termination of the Servicer by the Insurer pursuant to Section 7.01 of the Sale and Servicing Agreement or upon the resignation of the Servicer pursuant to Section 6.04 of the Sale and Servicing Agreement, the Insurer shall appoint a successor servicer ("SUCCESSOR SERVICER"). Upon the termination of the Servicer by the Indenture Trustee or the Noteholders pursuant to Section 7.01 of the Sale and Servicing Agreement, or upon the resignation of the Servicer pursuant to Section 6.04 of the Sale and Servicing Agreement in the event that the Insurer is not entitled to appoint a successor servicer by operation of Section 9.08 of the Sale and Servicing Agreement, (i) if the Notes have not been paid in full, the Indenture Trustee shall be the Successor Servicer, and (ii) if the Notes have been paid in full, the Owner Trustee, acting at the direction of the Holders of Residual Interest Instruments evidencing not less than 51% of the Percentage Interests, shall appoint a Successor Servicer. The Successor Servicer shall succeed to all the responsibilities, duties and liabilities of the Servicer under the Sale and Servicing Agreement. Notwithstanding the foregoing, if the Notes have not been paid in full, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it shall be legally unable to so act, appoint, or petition a court of competent jurisdiction (with any related costs to be at the sole expense of the Issuer) to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Servicer under the Sale and Servicing Agreement. If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Contracts. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer one of its Affiliates, provided that it shall not be liable for the actions and omissions of any such Affiliate in such capacity as Successor Servicer appointed with due care. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture TrusteeTrustee and the Insurer. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies Insurer of such appointment, specifying in such notice the name and address of such Successor Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer Servicer has contracted with the Servicer and the Administrator agreed to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge Upon a Responsible Officer of the occurrence of an Event of TerminationOwner Trustee having actual knowledge or written notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or Trustee, the Required HoldersInsurer (unless an Insurer Default shall have occurred and be continuing) and the Holders of at least a majority of the Outstanding Amount of the Notes. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) Upon the termination of the Servicer by the Insurer pursuant to Section 7.01 of the Sale and Servicing Agreement or upon the resignation of the Servicer pursuant to Section 6.04 of the Sale and Servicing Agreement, the Insurer shall appoint a successor servicer ("SUCCESSOR SERVICER"). Upon the termination of the Servicer by the Indenture Trustee, the Noteholders or the Certificateholders pursuant to Section 7.01 of the Sale and Servicing Agreement, (i) if the Notes have not been paid in full, the Indenture Trustee shall be the Successor Servicer, and (ii) if the Notes have been paid in full, the Owner Trustee, acting at the direction of the Holders of Certificates evidencing not less than 51% of the outstanding principal amount of the Certificates, shall appoint a Successor Servicer. The Successor Servicer shall succeed to all the responsibilities, duties and liabilities of the Servicer under the Sale and Servicing Agreement. Notwithstanding the foregoing, if the Notes have not been paid in full, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it shall be legally unable to so act, appoint, or petition a court of competent jurisdiction (with any related costs to be at the sole expense of the Issuer) to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Servicer under the Sale and Servicing Agreement. If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Contracts. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer one of its Affiliates, provided that it shall not be liable for the actions and omissions of any such Affiliate in such capacity as Successor Servicer appointed with due care. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture TrusteeTrustee and the Insurer. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies Insurer of such appointment, specifying in such notice the name and address of such Successor Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee and the Owner Trustee shall not be responsible for the action or inaction of such Persons, the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or Trustee, acting, if required by the terms of the Transaction Documents, at the direction of the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller CFUSA of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If an Insurer Default shall have occurred and be continuing and if the Issuer has given notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 8.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, the Issuer shall appoint a successor servicer (the "Successor Master Servicer"), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Trustee without further action shall automatically be appointed the Successor Master Servicer. The Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Master Servicer under the Sale and Servicing Agreement. Any Successor Master Servicer other than the Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Master Servicer, the Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Trustee). If the Trustee shall succeed to the Master Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer and the servicing of the Contracts. In case the Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Trustee shall be entitled to appoint as Master Servicer one of its Affiliates, provided that it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Master Servicer. (f) Upon any termination of the Master Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Master Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Master Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Master Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or Trustee, the Required HoldersInsurer (unless an Insurer Default shall have occurred and be continuing) and the Holders of at least a majority of the Outstanding Amount of the Notes. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) Upon the termination or resignation of the Servicer, the Insurer shall appoint a successor servicer (the "Successor Servicer"), unless the Insurer is not entitled to appoint a Successor Servicer by operation of Section 9.08 of the Sale and Servicing Agreement, which Successor Servicer shall succeed to substantially all of the responsibilities, duties and liabilities of the Servicer. If the Insurer fails or is not entitled to appoint a Successor Servicer as provided in the Sale and Servicing Agreement, the Backup Servicer, if any, shall become the Successor Servicer pursuant to the terms of the Backup Servicing Agreement. In such case, the Backup Servicer shall assume those servicing obligations and duties of the Servicer set forth in the Backup Servicing Agreement. If (a) the Backup Servicer on the date of its appointment as Successor Servicer or at any time following such appointment fails or is legally unable to perform its duties as set forth in the Backup Servicing Agreement or has previously resigned or otherwise been terminated as Backup Servicer or (b) any other Person designated Successor Servicer in accordance herewith, fails or is legally unable to perform its duties as Successor Servicer following its appointment as Successor Servicer, then the Insurer may appoint or, if the Insurer is not entitled to appoint a Successor Servicer by operation of Section 9.08 of the Sale and Servicing Agreement, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the Successor Servicer. Until such time as the Person so appointed becomes obligated to begin acting as Successor Servicer, the then current Servicer will continue to perform all servicing functions under the Sale and Servicing Agreement as Servicer or, if the then current Servicer was terminated or is legally unable to continue acting in such capacity, the Indenture Trustee shall act as Successor Servicer. In case the Indenture Trustee shall become the Successor Servicer, the Indenture Trustee shall be entitled to appoint as Servicer one of its Affiliates, provided that it shall not be liable for the actions and omissions of any such Affiliate in such capacity as Successor Servicer appointed with due care. The Indenture Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.the

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.the

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Controlling Party or, if both a Class A Insurer Default and a Backup Insurer Default have occurred and are continuing, the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Controlling Party in an Officer’s 's Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer Servicer has contracted with the Servicer and the Administrator agreed to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge Upon a Responsible Officer of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Owner Trustee and each Rating Agency having actual knowledge or written notice thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify Class A Insurer, the Indenture Trustee Backup Insurer and the Rating Agencies of such appointmentthe occurrence of a Servicer Default in accordance with Section 11.4 hereof, specifying and shall specify in such notice the name and address action, if any, the Issuer is taking in respect of such Successor Servicerdefault. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Dealer Loans or Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents, (x) prior to the Class A Termination Date without the prior written consent of the Controlling Party, or (y) if the effect thereof would adversely affect the Holders of the Class A Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of TerminationDefault, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof such waiver would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Servicer has agreed pursuant to Section 4.01(c) and (d) of the Sale and Servicing Agreement and, in the event that Credit Acceptance no longer serves as Servicer, Credit Acceptance, in its individual capacity, has agreed pursuant to Section 4.17 of the Sale and Servicing Agreement, to perform certain duties of the Issuer has contracted with the Servicer and the Administrator or to assist the Issuer in performing its duties under this Indenture, and the Indenture Trustee acknowledges that the Servicer and Credit Acceptance are acceptable to it. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge Upon a Responsible Officer of the occurrence of an Event of TerminationOwner Trustee having actual knowledge or written notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Transaction Documents Sale and Servicing Agreement or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Officers' Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Related Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an "Event of Termination" under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If an "Event of Termination" shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If the Issuer has given notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 7.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, a successor servicer shall be appointed in accordance with Section 7.03 of the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Servicer Servicer, the Trustee or the Seller Company of their respective duties under the Transaction Related Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer successor Xxxxxxxx is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its reasonable best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee and the Owner Trustee shall not be responsible for the action or inaction of such Persons, the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents to which it is a party and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or Trustee, acting, if required by the terms of the Transaction Documents, at the direction of the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify in writing the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller CFUSA of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes. (f) The Issuer shall maintain its computer systems so that, from and after the time of the Grant under this Indenture of the Contracts and related Transferred Assets referenced in such Grant, the Issuer’s master computer records shall be coded to reflect that such Contracts and related Transferred Assets are pledged by the Issuer to the Indenture Trustee for the benefit of the Holders of the Notes. The Issuer shall deliver to the Indenture Trustee a computer file, microfiche list, printed list or electronic list containing a true and complete list of all Contracts subject to this Indenture. Such file or list shall be marked as Schedule A to this Indenture, delivered to the Indenture Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Indenture. The Issuer further agrees not to alter the code referenced in the first sentence of this paragraph during the term of this Indenture.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller Sellers of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a1) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b2) The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Servicer has agreed pursuant to Section 4.01(c) and (d) of the Sale and Servicing Agreement and, in the event that Credit Acceptance no longer serves as Servicer, Credit Acceptance, in its individual capacity, has agreed pursuant to Section 4.17 of the Sale and Servicing Agreement, to perform certain duties of the Issuer has contracted with the Servicer and the Administrator or to assist the Issuer in performing its duties under this Indenture, and the Indenture Trustee acknowledges that the Servicer and Credit Acceptance are acceptable to it. (c3) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d4) If Upon an Authorized Officer of the Issuer shall have having actual knowledge of the occurrence of an Event of Terminationor written notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e5) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing 20 Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Transaction other Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons acceptable to the Insurer so long as the Insurer is the Controlling Party to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreementa Servicer Default, the Issuer shall promptly notify the Indenture Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. As soon as If a Successor Servicer is appointedDefault shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Without limiting the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Insurer and, so long as an Insurer Default has occurred and is continuing, either the Indenture Trustee or the Holders of not less than a majority in Outstanding Principal Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent permitted pursuant to the Sale and Servicing Agreement) or waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders Sale and Servicing Agreement or any of the Notesother Basic Documents, and (ii) that any such amendment shall not without the consent of each Noteholder (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the related Contracts or distributions that are required to be made for the benefit of the Noteholders, (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment or (C) result in a taxable event to any of the Noteholders for federal income tax purposes or result in the Trust being classified as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. If the Insurer and, as applicable, the Indenture Trustee or such Holders agree to any such amendment, modification, supplement or waiver, the Issuer agrees, promptly following a request by the Indenture Trustee or the Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Insurer may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Sale and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller Originators of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify in writing the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture TrusteeTrustee in writing. As soon as a Successor Servicer is appointed, the Issuer shall notify in writing the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Transfer and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller Originator of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller [ ] of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Transaction Documents Sale and Servicing Agreement or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Related Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an "Event of Termination" under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If an "Event of Termination" shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If the Issuer has given notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 7.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, a successor servicer shall be appointed in accordance with Section 7.03 of the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Servicer Servicer, the Trustee or the Seller Company of their respective duties under the Transaction Related Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof. Upon any termination of the Servicer’s rights , and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying specify in such notice the name and address action, if any, the Issuer is taking with respect of such Successor default. If a Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Servicer has agreed pursuant to Section 4.01(c) and (d) of the Sale and Servicing Agreement and, in the event that Credit Acceptance no longer serves as Servicer, Credit Acceptance, in its individual capacity, has agreed pursuant to Section 4.17 of the Sale and Servicing Agreement, to perform certain duties of the Issuer has contracted with the Servicer and the Administrator or to assist the Issuer in performing its duties under this Indenture, and the Indenture Trustee acknowledges that the Servicer and Credit Acceptance are acceptable to it. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge Upon a Responsible Officer of the occurrence of an Event of TerminationOwner Trustee having actual knowledge or written notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.. 22670589.4

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Transaction other Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons acceptable to the Insurer so long as the Insurer is the Controlling Party (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or Trustee, the Required HoldersInsurer (unless an Insurer Default shall have occurred and be continuing) and the Holders of at least a majority of the Outstanding Principal Amount of the Notes. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If a Servicer Default occurs, the Servicer may be terminated as provided in Section 7.01 of the Sale and Servicing Agreement. Upon the termination of the Servicer by the Indenture Trustee or the Noteholders pursuant to Section 7.01 of the Sale and Servicing Agreement, (i) if the Notes have not been paid in full, the Indenture Trustee shall be the Successor Servicer, and (ii) if the Notes have been paid in full, the Owner Trustee, acting at the direction of the Depositor shall appoint a Successor Servicer. The Successor Servicer shall succeed to all the responsibili- ties, duties and liabilities of the Servicer under the Sale and Servicing Agreement; provided, however, should the Indenture Trustee act as Successor Servicer, it shall have no obligation whatsoever to purchase Contracts pursuant to Section 3.07 of the Sale and Servicing Agreement. Notwithstanding the foregoing, if the Notes have not been paid in full, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it shall be legally unable to so act, appoint, or petition a court of competent jurisdiction (with any related costs to be at the sole expense of the Issuer) to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Servicer under the Sale and Servicing Agreement. If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Contracts. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer one of its Affiliates, provided that it shall not be liable for the actions and omissions of any such Affiliate in such capacity as Successor Servicer appointed with due care. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture TrusteeTrustee and the Insurer. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies Insurer of such appointment, specifying in such notice the name and address of such Successor Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior written consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Class A Insurer to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Class A Insurer in an Officer’s 's Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer Servicer has contracted with the Servicer and the Administrator agreed to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the The Issuer shall promptly notify the Indenture Trustee, the Class A Insurer and the Rating Agency of the occurrence of a Servicer Default in accordance with Section 11.4 hereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. As soon as If a Successor Servicer is appointedDefault shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Dealer Loans or Contracts, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents, (x) prior to the Class A Termination Date without the prior written consent of the Class A Insurer, or (y) if the effect thereof would adversely affect the Holders of the Class A Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee in writing and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture TrusteeTrustee in writing. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee in writing and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Transfer and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller Originator of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will shall not take any action and will shall use its best reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this Indenture, the Transaction Documents Sale and Servicing Agreement or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in the Basic Documents or an Officer’s Officers' Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and Indenture, the Sale and Servicing Agreement and the Purchase Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to Termination under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentthereof, specifying and shall specify in such notice the name response or action, if any, the Issuer has taken or is taking with respect to such default. If an Event of Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and address Servicing Agreement with respect to the Contracts, the Issuer and the Indenture Trustee shall take all reasonable steps available to them pursuant to the Sale and Servicing Agreement to remedy such failure or to effect a Service Transfer pursuant to the Sale and Servicing Agreement. Without derogating from the absolute nature of such Successor Servicer. (e) The the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not shall not, without the prior written consent of the Indenture Trustee or the Holders of at least a majority in aggregate outstanding principal amount of the Notes, as applicable in accordance with the terms thereof, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or any of the Basic Documents (other than the Cash Collateral Agreement), or waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if Sale and Servicing Agreement, a Subsequent Purchase Agreement, a Subsequent Transfer Agreement or the effect thereof would adversely affect Purchase Agreement. If any such amendment, modification, supplement or waiver shall be so consented to by the Holders of Indenture Trustee or such Holders, as applicable, the NotesIssuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If an Insurer Default shall have occurred and be continuing and if the Issuer has given notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 8.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, the Issuer shall appoint a successor servicer (the "Successor Master Servicer"), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Trustee without further action shall automatically be appointed the Successor Master Servicer. The Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Master Servicer under the Sale and Servicing Agreement. Any Successor Master Servicer other than the Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Master Servicer, the Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Trustee). If the Trustee shall succeed to the Master Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer and the servicing of the Contracts. In case the Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Trustee shall be entitled to appoint as Master Servicer one of its Affiliates, provided that it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Master Servicer. (f) Upon any termination of the Master Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Master Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Master Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Master Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing or the Policy Expiration Date has occurred) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Termination Event, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Sale and Servicing Agreement), specifying in such notice the name and address of such Successor successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) a. The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) b. The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Servicer has agreed pursuant to Section 4.01(c) and (d) of the Sale and Servicing Agreement and, in the event that Credit Acceptance no longer serves as Servicer, Credit Acceptance, in its individual capacity, has agreed pursuant to Section 4.17 of the Sale and Servicing Agreement, to perform certain duties of the Issuer has contracted with the Servicer and the Administrator or to assist the Issuer in performing its duties under this Indenture, and the Indenture Trustee acknowledges that the Servicer and Credit Acceptance are acceptable to it. (c) c. The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, . d. Upon an Authorized Officer of the Issuer shall not waive, amend, modify, supplement having actual knowledge or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationwritten notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) e. The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Sale and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If an Insurer Default shall have occurred and be continuing and if the Issuer has given notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 8.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, the Issuer shall (subject to the right of the Trustee to direct such appointment pursuant to Section 8.02 of the Sale and Servicing Agreement) appoint a successor servicer (the "Successor Master Servicer"), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Trustee without further action shall automatically be appointed the Successor Master Servicer. The Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Master Servicer under the Sale and Servicing Agreement. Any Successor Master Servicer other than the Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Master Servicer, the Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Trustee). If the Trustee shall succeed to the Master Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer and the servicing of the Contracts. In case the Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Trustee shall be entitled to appoint as Master Servicer one of its Affiliates, provided that it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Master Servicer. (f) Upon any termination of the Master Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Master Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Master Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Master Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing or the Policy Expiration Date has occurred) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes, voting as a single class, or if there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes outstanding, the Holders of at least a majority of the Outstanding Amount of the Class B Notes; PROVIDED that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee and the Owner Trustee shall not be responsible for the action or inaction of such Persons, the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or Trustee, acting, if required by the terms of the Transaction Documents, at the direction of the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller Financial of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Transaction Documents Sale and Servicing Agreement or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture., (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount of the Notes. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of Contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall (f) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (eg) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not not, without the prior written consent of the Indenture Trustee or the Holders of at least a majority in Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the effect thereof would adversely affect amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or Trustee, the Required HoldersInsurer (unless an Insurer Default shall have occurred and be continuing) and the Holders of at least a majority of the Outstanding Amount of the Notes. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreementa Servicer Default, the Issuer shall promptly notify the Indenture Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. As soon as If a Successor Servicer is appointedDefault shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance Upon the termination or observance by resignation of the Servicer, the Insurer shall appoint a successor servicer (the "Successor Servicer"), which Successor Servicer shall succeed to all the responsibilities, duties and liabilities of the Servicer or the Seller of their respective duties under the Transaction Documents if Sale and Servicing Agreement other than the effect thereof would adversely affect the Holders obligation of the Notes.Servicer to purchase Contracts pursuant to Section 3.07 of the Sale and Servicing Agreement. If the Insurer fails to appoint a Successor Servicer, the Backup Servicer, if any, shall become the Successor Servicer pursuant to the terms of the Backup Servicing Agreement. In such case, the Backup Servicer shall assume the servicing obligations and duties of the Servicer in accordance with the terms of the Backup Servicing Agreement and shall not be obligated to purchase Contracts pursuant to Section 3.07

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller CFUSA of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or Trustee, the Required HoldersInsurer (unless an Insurer Default shall have occurred and be continuing) and the Holders of at least a majority of the Outstanding Amount of the Notes. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreementa Servicer Default, the Issuer shall promptly notify the Indenture Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. As soon as If a Successor Servicer is appointedDefault shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance Upon the termination of the Servicer by the Insurer pursuant to Section 7.01 of the Sale and Servicing Agreement or upon the resignation of the Servicer pursuant to Section 6.04 of the Sale and Servicing Agreement, the Insurer shall appoint a successor servicer ("SUCCESSOR SERVICER"). Upon the termination of the Servicer by the Indenture Trustee, the Noteholders or the Seller Certificateholders pursuant to Section 7.01 of their respective duties under the Transaction Documents Sale and Servicing Agreement, (i) if the effect thereof would adversely affect Notes have not been paid in full, the Indenture Trustee shall be the Successor Servicer, and (ii) if the Notes have been paid in full, the Owner Trustee, acting at the direction of the Holders of Certificates evidencing not less than 51% of the Notes.outstanding principal amount of the Certificates, shall appoint a Successor Servicer. The Successor Servicer shall succeed to all the responsibilities, duties and liabilities of the Servicer under the Sale and Servicing Agreement. Notwithstanding the foregoing, if the Notes have not been paid in full, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it shall be legally unable to so act, appoint, or petition a court of competent jurisdiction (with any related costs to be at the sole expense of the Issuer) to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Servicer under the Sale and Servicing Agreement. If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer, the Swap Counterparty and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If an Insurer Default shall have occurred and be continuing and if the Issuer has given notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 8.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, the Issuer shall appoint a successor servicer (the "Successor Master Servicer"), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Trustee without further action shall automatically be appointed the Successor Master Servicer. The Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Master Servicer under the Sale and Servicing Agreement. Any Successor Master Servicer other than the Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Master Servicer, the Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Trustee). If the Trustee shall succeed to the Master Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer and the servicing of the Contracts. In case the Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Trustee shall be entitled to appoint as Master Servicer one of its Affiliates, provided that it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Master Servicer. (f) Upon any termination of the Master Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Master Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Master Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Master Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing or the Policy Expiration Date has occurred) or (ii) if the effect thereof would adversely affect the Holders of the NotesNotes or the Swap Counterparty.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Servicer has agreed pursuant to Section 4.01(c) and (d) of the Sale and Servicing Agreement and, in the event that Credit Acceptance no longer serves as Servicer, Credit Acceptance, in its individual capacity, has agreed pursuant to Section 4.17 of the Sale and Servicing Agreement, to perform certain duties of the Issuer has contracted with the Servicer and the Administrator or to assist the Issuer in performing its duties under this Indenture, and the Indenture Trustee acknowledges that the Servicer and Credit Acceptance are acceptable to it. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation 28307633.2 statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If Upon an Authorized Officer of the Issuer shall have having actual knowledge of the occurrence of an Event of Terminationor written notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will shall not take any action and will shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents or such other instrument or agreementDocuments. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the CollateralTrust Estate, including including, but not limited to to, filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersNoteholders evidencing not less than 51% of the Note Balance. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, Servicing Termination under the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Insurer and the Rating Agencies thereof and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. As soon as a Successor If an Event of Servicing Termination shall arise from the failure of the Servicer is appointedto perform any of its duties or obligations under the Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer and Back-Up Servicer of the Servicer's rights and powers pursuant to Section 5.02 of the Servicing Agreement, the Issuer shall (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 5.02 of the Servicing Agreement) appoint a successor servicer acceptable to the Insurer (the "SUCCESSOR SERVICER"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Insurer (provided that no Insurer Default shall have occurred and be continuing). In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall automatically be appointed the Successor Servicer. In its role as Successor Servicer, Norwest Bank Minnesota, National Association its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer. Notwithstanding any other provision in the Transaction Documents to the contrary, should the Back-Up Servicer by any means become Successor Servicer, the Back-Up Servicer shall not inherit any of the indemnification obligations of any prior servicer including the original Servicer. The indemnification obligations of the Back-Up Servicer, upon becoming Successor Servicer are expressly limited to those instances of gross negligence or willful misconduct on behalf of the Back-Up Servicer in its role as Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and the Insurer (provided that no Insurer Default shall have occurred and be continuing) and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a Servicing Agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sale contracts and (ii) enter into a Servicing Agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer and (iii) shall otherwise be an Eligible Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement, and, in accordance with Section 2.01 of the Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Indenture Trustee and the Insurer (provided that no Insurer Default shall have occurred and be continuing) or if an Insurer Default has occurred and is continuing, such agreement has been consented to by the Noteholders evidencing not less than 51% of the Note Balance). If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Contracts. In case the Indenture Trustee shall become successor to the Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to subservice any and all of its duties and responsibilities hereunder; PROVIDED, HOWEVER, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such subservicer in such capacity as Successor Servicer. (f) Upon any termination of the Servicer's rights and powers pursuant to Section 5.02 of the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies Insurer of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Indenture Trustee and the Insurer of such appointment, specifying in such notice the name and address of such Successor Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by Without derogating from the Servicer absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the Seller rights of their respective duties under the Transaction Documents Indenture Trustee hereunder, the Issuer shall not, without the prior written consent of the Insurer (if no Insurer Default shall have occurred an be continuing), the effect thereof would adversely affect Indenture Trustee and the Holders of not less than 51% of the NotesNote Balance, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Servicing Agreement or the other Transaction Documents).

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or Trustee, the Required HoldersInsurer (unless an Insurer Default shall have occurred and be continuing) and the Holders of at least a majority of the Outstanding Amount of the Notes. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) Upon the termination of the Servicer by the Insurer pursuant to Section 7.01 of the Sale and Servicing Agreement, the Insurer shall appoint a successor servicer ("Successor Servicer"). Upon the termination of the Servicer by the Indenture Trustee, the Noteholders or the Certificateholders pursuant to Section 7.01 of the Sale and Servicing Agreement, or upon the resignation of the Servicer pursuant to Section 6.04 of the Sale and Servicing Agreement, (i) if the Notes have not been paid in full, the Indenture Trustee shall be the Successor Servicer, and (ii) if the Notes have been paid in full, the Owner Trustee, acting at the direction of the Holders of Certificates evidencing not less than 51% of the outstanding principal amount of the Certificates, shall appoint a Successor Servicer. The Successor Servicer shall succeed to all the responsibilities, duties and liabilities of the Servicer under the Sale and Servicing Agreement. Notwithstanding the foregoing, if the Notes have not been paid in full, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it shall be legally unable to so act, appoint, or petition a court of competent jurisdiction (with any related costs to be at the sole expense of the Issuer) to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Servicer under the Sale and Servicing Agreement. If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Contracts. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer one of its Affiliates, provided that it shall not be liable for the actions and omissions of any such Affiliate in such capacity as Successor Servicer appointed with due care. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the AdministratorServicer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing some of its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify in writing the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture TrusteeTrustee in writing. As soon as a Successor Servicer is appointed, the Issuer shall notify in writing the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Transfer and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller Originator of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee and the Owner Trustee shall not be responsible for the action or inaction of such Persons, the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents to which it is a party and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or Trustee, acting, if required by the terms of the Transaction Documents, at the direction of the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify in writing the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller CFUSA of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee and the Owner Trustee shall not be responsible for the action or inaction of such Persons, the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or Trustee, acting, if required by the terms of the Transaction Documents, at the direction of the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller CFUSA of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes. (f) The Issuer shall maintain its computer systems so that, from and after the time of the Grant under this Indenture of the Contracts and related Transferred Assets referenced in such Grant, the Issuer's master computer records shall be coded to reflect that such Contracts and related Transferred Assets are pledged by the Issuer to the Indenture Trustee for the benefit of the Holders of the Notes. The Issuer shall deliver to the Indenture Trustee a computer file, microfiche list, printed list or electronic list containing a true and complete list of all Contracts subject to this Indenture. Such file or list shall be marked as Schedule A to this Indenture, delivered to the Indenture Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Indenture. The Issuer further agrees not to alter the code referenced in the first sentence of this paragraph during the term of this Indenture.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Servicer has agreed pursuant to Section 4.01(c) and (d) of the Sale and Servicing Agreement and, in the event that Credit Acceptance no longer serves as Servicer, Credit Acceptance, in its individual capacity, has agreed pursuant to Section 4.17 of the Sale and Servicing Agreement, to perform certain duties of the Issuer has contracted with the Servicer and the Administrator or to assist the Issuer in performing its duties under this Indenture, and the Indenture Trustee acknowledges that the Servicer and Credit Acceptance are acceptable to it. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be 23919155.5 filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge Upon a Responsible Officer of the occurrence of an Event of TerminationOwner Trustee having actual knowledge or written notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee and the Owner Trustee shall not be responsible for the action or inaction of such Persons, the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or Trustee, acting, if required by the terms of the Transaction Documents, at the direction of the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify in writing the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller CFUSA of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof. Upon any termination of the Servicer’s rights , and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying specify in such notice the name and address action, if any, the Issuer is taking with respect of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.default. If a

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Transaction other Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons acceptable to the Insurer so long as the Insurer is the Controlling Party to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreementa Servicer Default, the Issuer shall promptly notify the Indenture Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. As soon as If a Successor Servicer is appointedDefault shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Without limiting the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not not, without the prior written consent of the Insurer and either the Indenture Trustee or the Holders of at least a majority in Outstanding Principal Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent permitted pursuant to the Sale and Servicing Agreement) or waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if Sale and Servicing Agreement or any of the effect thereof would adversely affect other Basic Documents, and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all of the Notes. If the Insurer and the Indenture Trustee or such Holders, as applicable, agree to any such amendment, modification, supplement or waiver, the Issuer agrees, promptly following a request by the Indenture Trustee or the Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Insurer may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its reasonable best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee and the Owner Trustee shall not be responsible for the action or inaction of such Persons, the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents to which it is a party and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the written consent of the Indenture Trustee or Trustee, acting, if required by the terms of the Transaction Documents, at the direction of the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify in writing the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller CFUSA of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes. (f) The Issuer shall maintain its computer systems so that, from and after the time of the Grant under this Indenture of the Contracts and related Transferred Assets referenced in such Grant, the Issuer’s master computer records shall be coded to reflect that such Contracts and related Transferred Assets are pledged by the Issuer to the Indenture Trustee for the benefit of the Holders of the Notes. The Issuer shall deliver to the Indenture Trustee a computer file, microfiche list, printed list or electronic list containing a true and complete list of all Contracts subject to this Indenture. Such file or list shall be marked as Schedule A to this Indenture, delivered to the Indenture Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Indenture. The Issuer further agrees not to alter the code referenced in the first sentence of this paragraph during the term of this Indenture.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of such Persons, the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or Trustee, acting, if required by the terms of the Transaction Documents, at the direction of the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller Financial of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will shall not take any action and will shall use its best reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this Indenture, the Transaction Documents Sale and Servicing Agreement or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in the Basic Documents or an Officer’s Officers' Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and Indenture, the Sale and Servicing Agreement and the Purchase Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to Termination under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentthereof, specifying and shall specify in such notice the name response or action, if any, the Issuer has taken or is taking with respect to such default. If an Event of Termination shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and address Servicing Agreement with respect to the Contracts, the Issuer and the Indenture Trustee shall take all reasonable steps available to them pursuant to the Sale and Servicing Agreement to remedy such failure or to effect a Service Transfer pursuant to the Sale and Servicing Agreement. Without derogating from the absolute nature of such Successor Servicer. (e) The the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it will not shall not, without the prior written consent of the Indenture Trustee or the Holders of at least a majority in aggregate outstanding principal amount of the Notes, as applicable in accordance with the terms thereof, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or any of the Basic Documents (other than the Cash Collateral Agreement), or waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if Sale and Servicing Agreement, a Subsequent Purchase Agreement, a Subsequent Transfer Agreement or the effect thereof would adversely affect Purchase Agreement. If any such amendment, modification, supplement or waiver shall be so consented to by the Holders of Indenture Trustee or such Holders, as applicable, the NotesIssuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes, voting as a single class, or if there are no Class A-1 Notes or Class A-2 Notes outstanding, the Holders of at least a majority of the Outstanding Amount of the Class B Notes; PROVIDED that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency in writing thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture TrusteeTrustee in writing. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer Servicer, the Administrator or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller NFUSA of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Servicer has agreed pursuant to Section 4.01(c) and (d) of the Sale and Servicing Agreement and, in the event that Credit Acceptance no longer serves as Servicer, Credit Acceptance, in its individual capacity, has agreed pursuant to Section 4.17 of the Sale and Servicing Agreement, to perform certain duties of the Issuer has contracted with the Servicer and the Administrator or to assist the Issuer in performing its duties under this Indenture, and the Indenture Trustee acknowledges that the Servicer and Credit Acceptance are acceptable to it. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If Upon an Authorized Officer of the Issuer shall have having actual knowledge of the occurrence of an Event of Terminationor written notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or Trustee, the Required Holders. Insurer (d) If the Issuer unless an Insurer Default shall have knowledge occurred and be continuing) and the Holders of at least a majority of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders Outstanding Amount of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or Trustee, the Required HoldersInsurer (unless an Insurer Default shall have occurred and be continuing) and the Holders of at least a majority of the Outstanding Amount of the Notes. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to (e) Upon the termination of the Servicer by the Insurer pursuant to Section 7.01 of the Sale and Servicing Agreement or upon the resignation of the Servicer pursuant to Section 6.04 of the Sale and Servicing Agreement, the Insurer shall appoint a successor servicer ("SUCCESSOR SERVICER"). Upon the termination of the Servicer by the Indenture Trustee or the Noteholders pursuant to Section 7.01 of the Sale and Servicing Agreement, or upon the resignation of the Servicer pursuant to Section 6.04 of the Sale and Servicing Agreement in the event that the Insurer is not entitled to appoint a successor servicer by operation of Section 9.08 of the Sale and Servicing Agreement, (i) if the Notes have not been paid in full, the Indenture Trustee shall be the Successor Servicer, and (ii) if the Notes have been paid in full, the Owner Trustee, acting at the direction of the Holders of Residual Interest Instruments evidencing not less than 51% of the Percentage Interests, shall appoint a Successor Servicer. The Successor Servicer shall succeed to all the responsibilities, duties and liabilities of the Servicer under the Sale and Servicing Agreement. Notwithstanding the foregoing, if the Notes have not been paid in full, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it shall be legally unable to so act, appoint, or petition a court of competent jurisdiction (with any related costs to be at the sole expense of the Issuer) to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Servicer under the Sale and Servicing Agreement. If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Contracts. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer one of its Affiliates, provided that it shall not be liable for the actions and omissions of any such Affiliate in such capacity as Successor Servicer appointed with due care. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture TrusteeTrustee and the Insurer. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies Insurer of such appointment, specifying in such notice the name and address of such Successor Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee and the Owner Trustee shall not be responsible for the action or inaction of such Persons, the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or Trustee, acting, if required by the terms of the Transaction Documents, at the direction of the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify in writing the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller CFUSA of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Master Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including including, but not limited to to, filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If the Issuer has given notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 8.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, the Issuer shall (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.02 of the Sale and Servicing Agreement) appoint a successor servicer (the "Successor Master Servicer"), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Trustee without further action shall automatically be appointed the Successor Master Servicer. The Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Master Servicer under the Sale and Servicing Agreement. Any Successor Master Servicer (other than the Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Master Servicer, the Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Trustee). If the Trustee shall succeed to the Master Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer and the servicing of the Contracts. If the Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Trustee shall be entitled to appoint as Master Servicer one of its Affiliates, provided that it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Master Servicer. (f) Upon any termination of the Master Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Master Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Master Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Master Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer Servicer has contracted with the Servicer and the Administrator agreed to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge Upon a Responsible Officer of the occurrence of an Event of TerminationOwner Trustee having actual knowledge or written notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies 21345541.5 of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Master Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least 66 2/3% of the Outstanding Amount of the Notes or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If an Insurer Default shall have occurred and be continuing and if the Issuer has given notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 8.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, the Issuer shall (subject to the right of the Trustee to direct such appointment pursuant to Section 8.02 of the Sale and Servicing Agreement) appoint a successor servicer (the "Successor Master Servicer"), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Trustee without further action shall automatically be appointed the Successor Master Servicer. The Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Master Servicer under the Sale and Servicing Agreement. Any Successor Master Servicer other than the Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Master Servicer, the Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Trustee). If the Trustee shall succeed to the Master Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer and the servicing of the Contracts. If the Trustee shall become successor to the Master Servicer under the Sale and Servicing Agreement, the Trustee shall be entitled to appoint as Master Servicer one of its Affiliates, provided that it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Master Servicer. (f) Upon any termination of the Master Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Master Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Master Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Master Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing or the Policy Expiration Date has occurred) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will shall not take any action and will shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction Documents or such other instrument or agreementDocuments. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the CollateralTrust Estate, including including, but not limited to to, filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of Notes evidencing not less than 51% of the Note Balance. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to Servicing Termination under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Insurer and the Rating Agencies thereof and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. As soon as a Successor If an Event of Servicing Termination shall arise from the failure of the Servicer is appointedto perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer acceptable to the Insurer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Contracts. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. (f) Upon any termination of the Servicer's rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies Insurer of such termination. Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Indenture Trustee and the Insurer of such appointment, specifying in such notice the name and address of such Successor Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by Without derogating from the Servicer absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the Seller rights of their respective duties under the Transaction Documents Indenture Trustee hereunder, the Issuer shall not, without the prior written consent of the Insurer (if no Insurer Default shall have occurred an be continuing), the effect thereof would adversely affect Indenture Trustee and the Holders of not less than 51% of the NotesNote Balance, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement or the other Transaction Documents).

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. Upon any termination If a Servicer Default shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If an Insurer Default shall have occurred and be continuing and if the Issuer has given notice of termination to the Master Servicer of the Master Servicer’s 's rights and powers pursuant to Section 8.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, the Issuer shall appoint a successor servicer (the "Successor Master Servicer"), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Trustee without further action shall automatically be appointed the Successor Master Servicer. The Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Master Servicer under the Sale and Servicing Agreement. Any Successor Master Servicer other than the Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Master Servicer, the Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall promptly notify enter into an agreement with such successor for the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders servicing of the Notes.Contracts (such agreement to be in form and substance satisfactory to the Trustee). If the Trustee shall succeed to the Master Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Class A Insurer or, if a Class A Insurer Default has occurred and is continuing, the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Class A Insurer in an Officer’s 's Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer Servicer has contracted with the Servicer and the Administrator agreed to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge Upon a Responsible Officer of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Owner Trustee and each Rating Agency having actual knowledge or written notice thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee Class A Insurer and the Rating Agencies of such appointmentthe occurrence of a Servicer Default in accordance with Section 11.4 hereof, specifying and shall specify in such notice the name and address action, if any, the Issuer is taking in respect of such Successor Servicerdefault. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Dealer Loans or Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents, (x) prior to the Class A Termination Date without the prior written consent of the Class A Insurer, or (y) if the effect thereof would adversely affect the Holders of the Class A Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others others, including the Servicer, that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Master Servicer or the Administrator. Initially, the Issuer has contracted with the Master Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will, and will cause the Administrator to, punctually perform and observe all of its the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or the Required HoldersHolders of at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) If an Insurer Default shall have occurred and be continuing and if the Issuer has given notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 8.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, the Issuer shall appoint a successor servicer (the "Successor Master Servicer"), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Trustee without further action shall automatically be appointed the Successor Master Servicer. The Trustee may resign as the Successor Master Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Master Servicer under the Sale and Servicing Agreement. Any Successor Master Servicer other than the Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Master Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Master Servicer, the Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Contracts (such agreement to be in form and substance satisfactory to the Trustee). If the Trustee shall succeed to the Master Servicer's duties as servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer and the servicing of the Contracts. In case the Trustee shall 35 become successor to the Master Servicer under the Sale and Servicing Agreement, the Trustee shall be entitled to appoint as Master Servicer one of its Affiliates, provided that it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Master Servicer. (f) Upon any termination of the Master Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor successor Master Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor successor Master Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Master Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Insurer in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Basic Document or any provision thereof without the consent of the Indenture Trustee or Trustee, the Required HoldersInsurer (unless an Insurer Default shall have occurred and be continuing) and the Holders of at least a majority of the Outstanding Amount of the Notes. (d) If the Issuer shall have actual knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee Trustee, the Insurer and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) Upon the termination of the Servicer or resignation of the Servicer, the Back-up Servicer, if any, shall become the successor servicer under the Sale and Servicing Agreement ("SUCCESSOR SERVICER"). If (x) upon the termination or resignation of the Servicer, a Back-up Servicer has not been appointed, (y) the Back-up Servicer on the date of its appointment as Successor Servicer or at any time following such appointment fails or is legally unable to perform the duties of the Servicer or has previously resigned or otherwise been terminated as Back-up Servicer, or (y) any other Person designated Successor Servicer in accordance with the Sale and Servicing Agreement, fails or is legally unable to perform the duties of the Servicer following its appointment as Successor Servicer, then the Insurer may appoint or, if the Insurer is not entitled to appoint a Successor Servicer by operation of Section 9.08 of the Sale and Servicing Agreement, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the Successor Servicer. Until such time as the Person so appointed becomes obligated to begin acting as Servicer, the then current Servicer will continue to perform all servicing functions under the Sale and Servicing Agreement as Servicer or, if the then current Servicer was terminated or is legally unable to continue acting in such capacity, the Indenture Trustee shall act as Successor Servicer. If the Indenture Trustee shall become Successor Servicer as provided herein, it shall do so in such capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Contracts. In case the Indenture Trustee shall become Successor Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Successor Servicer one of its Affiliates, provided that it shall not be liable for the actions and omissions of any such Affiliate in such capacity as Successor Servicer appointed with due care. Notwithstanding the foregoing, if the Servicer is terminated pursuant to Section 7.01 of the Sale and Servicing Agreement or resigns pursuant to Section 6.04 of the Sale and Servicing Agreement, the Insurer may appoint a Successor Servicer other than the Back-up Servicer, unless the Insurer is not entitled to appoint a Successor Servicer by operation of Section 9.08 of the Sale and Servicing Agreement. (f) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture TrusteeTrustee and the Insurer. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies Insurer of such appointment, specifying in such notice the name and address of such Successor Servicer. (eg) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) or (ii) if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s 's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s 's Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Terminationa Servicer Default, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale Pooling and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

Performance of Obligations; Servicing of Contracts. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Property or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons acceptable to the Indenture Trustee, to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Servicer has agreed pursuant to Section 4.01(c) and (d) of the Sale and Servicing Agreement and, in the event that Credit Acceptance no longer serves as Servicer, Credit Acceptance, in its individual capacity, has agreed pursuant to Section 4.17 of the Sale and Servicing Agreement, to perform certain duties of the Issuer has contracted with the Servicer and the Administrator or to assist the Issuer in performing its duties under this Indenture., and the Indenture Trustee acknowledges that the Servicer and Credit Acceptance are acceptable to it. 22214937.4 (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Basic Documents and in the instruments and agreements included in the CollateralTrust Property, including including, but not limited to filing to, preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge Upon a Responsible Officer of the occurrence of an Event of TerminationOwner Trustee having actual knowledge or written notice thereof, the Issuer shall promptly notify the Indenture Trustee and each the Rating Agency thereof. Upon any termination Agencies of the Servicer’s rights occurrence of a Servicer Default in accordance with Section 11.4 hereof, and powers pursuant shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing AgreementAgreement with respect to the Loans or Contracts, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of take all reasonable steps available to it to remedy such appointment, specifying in such notice the name and address of such Successor Servicerfailure. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Basic Documents if the effect thereof would adversely affect the Holders of the Notes.