Common use of Prior Notice to Holders with Respect to Certain Matters Clause in Contracts

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that such amendment will not materially adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely)Certificateholders. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below, and none of the Board, the Servicer, the Administrator or the Certificateholders shall instruct the Owner Trustee to, unless (i) the Owner Trustee shall have notified the Certificateholders and the Board of Trustees in writing of the proposed action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified action (provided that such 30 days prior notice may be waived by the Certificateholders in writing and the Board), and (ii) the Board of the proposed Trustees has approved such action and no Certificateholder shall have notified the Owner Trustee in writing prior to writing, which written notice of approval has been received by the Owner Trustee by the 30th day after such notice is has been given (provided, however, that the Owner Trustee shall not be required to notify a party of any such Certificateholder has withheld consent or provided alternative direction:proposed action if such party directed the Owner Trustee to take such action): (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, ; (5) except to cure any ambiguity or defect or to amend or supplement any provision in connection with a manner that would not materially adversely affect the interests dissolution and winding up of the Certificateholders (as evidenced by an officer’s certificate Trust upon the payment in full of the Depositor Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to such effectSection 9.1(a), upon which dissolve, terminate or liquidate the Owner Trustee may conclusively rely). The Owner Trustee shall notify Trust in whole or in part; (6) the Certificateholders in writing taking of any appointment act which would make it impossible to carry on the ordinary business of the Trust; (7) the confession of a successor Note Registrar judgment against the Trust; (8) the possession of Trust assets, or Indenture Trustee within five Business Days after receipt assignment of notice thereof.the Trust’s right to property, for other than a Trust purpose; (9) causing the Trust to lend any funds to any entity; (10) changing the Trust’s purpose and powers from those set forth in this Agreement;

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and the Board of Trustees in writing of the proposed action unless at least 30 days before the taking of such actionaction (provided that such 30 days prior notice may be waived by the Certficateholders and the Board), and (ii) the Owner Trustee shall have notified the Certificateholders in writing Board of the proposed Trustees has approved such action and no Certificateholder shall have notified the Owner Trustee in writing prior to writing, which written notice of approval has been received by the Owner Trustee by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, . (5) except to cure any ambiguity or defect or to amend or supplement any provision in connection with a manner that would not materially adversely affect the interests dissolution and winding up of the Certificateholders (as evidenced by an officer’s certificate Trust upon the payment in full of the Depositor Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to such effectSection 9.1(a), upon which dissolve, terminate or liquidate the Owner Trustee may conclusively rely). The Owner Trustee shall notify Trust in whole or in part; (6) the Certificateholders in writing taking of any appointment act which would make it impossible to carry on the ordinary business of the Trust; (7) the confession of a successor Note Registrar judgment against the Trust; (8) the possession of Trust assets, or Indenture Trustee within five Business Days after receipt assignment of notice thereof.the Trust’s right to property, for other than a Trust purpose; (9) causing the Trust to lend any funds to any entity; (10) changing the Trust’s purpose and powers from those set forth in this Agreement;

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and no Certificateholder shall (ii) the Majority Certificateholders have notified approved such action in writing, which approval has been received by the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (5) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (6) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (7) confess a judgment against the Trust; (8) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (9) cause the Trust to lend any funds to any entity; (10) change the Trust’s purpose and powers from those set forth in this Agreement; (11) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (12) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (13) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Transaction Documents). The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor to such effect, upon which Seller and its affiliates (c) The Trust and each Certificateholder shall comply with the following covenants: (1) Neither the Owner Trustee nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (2) Neither the Owner Trustee nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may conclusively relyguarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (3) Neither the Owner Trustee nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (4) The Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and neither the Owner Trustee nor any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account with the corporate records and books of account maintained by any Certificateholder or the Owner Trustee on behalf of the Trust shall reflect the separate existence of the Trust. The books of the Trust may be kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (5) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (6) The Owner Trustee shall cause the Trust to (i) conduct its business in an office separate from that of each Certificateholder, (ii) maintain stationery, if any, separate from that of each Certificateholder, (iii) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (iv) observe all statutory formalities under the Statutory Trust Act, and (v) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (7) The Trust shall be operated in such a manner as the Owner Trustee deems reasonable and necessary or appropriate to preserve the limited liability of the Trust, the separateness of the Trust from the business and affairs of the Seller or any Affiliate of the Seller, and until one year and one day after the Notes have been paid in full, the special purpose, bankruptcy remote status of the Trust; provided that nothing herein shall prevent the termination of the Trust within a shorter period following payment in full of the Notes as contemplated by Section 9.1. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) The Owner Trustee shall not have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. (a) With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Insurer in writing of the proposed action and no Certificateholder the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (ai) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (bii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (div) except pursuant to Section 12.1(b) 11.1 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders. (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). b) The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar, Certificate Paying Agent or Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereofthe effective date of such appointment.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a “Certificate Majority”) shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d) except pursuant to Section 12.1(b13.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders; or (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor’s liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a “Certificate Majority”) shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d) except pursuant to Section 12.1(b13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders; or (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor’s liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a "Certificate Majority") shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; ; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or or (d) except pursuant to Section 12.1(b13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee within five Business Days after receipt of notice thereofCertificateholders.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Residual Certificateholders and the Insurer in writing of the proposed action and no Certificateholder the Residual Certificateholders and the Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Residual Certificateholders or the Insurer have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture Indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture Indenture in circumstances where the consent of any Noteholder is not required, unless required and such amendment materially adversely affects the Owner Trustee shall have received an officer’s certificate interest of the Depositor to the effect that such amendment will not materially adversely affect the interests of the Residual Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b) 9.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely)Residual Certificateholders. The Owner Trustee shall notify the Residual Certificateholders in writing of any appointment of a successor Note Security Registrar, or Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and no Certificateholder shall have notified (ii) the Board of Trustees has approved such action in writing, which approval has been received by the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (5) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (6) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (7) confess a judgment against the Trust; (8) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (9) cause the Trust to lend any funds to any entity; (10) change the Trust’s purpose and powers from those set forth in this Agreement; (11) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (12) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (13) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Basic Documents). The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor Seller and its affiliates. (c) The Trust and each Certificateholder shall comply with the following covenants: (1) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the funds and other assets of the Trust to such effectbe commingled with those of any other individual, upon corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (2) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may guarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (3) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (4) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall, maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and none of the Owner Trustee, the Board or any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account, with the corporate records and books of account maintained by any Certificateholder, the Board or U.S. Bank Trust National Association, and all such statutory trust records and books of account of the Trust shall be maintained so as to reflect the separate existence of the Trust. The books of the Trust may conclusively relybe kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (5) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (6) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall, cause the Trust to (i) conduct its business in an office separate from that of each Certificateholder, (ii) maintain stationery, if any, separate from that of each Certificateholder, (iii) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (iv) observe all statutory formalities under the Statutory Trust Act, and (v) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (7) The Trust shall be operated in such a manner as the Board and the Owner Trustee deems reasonable and necessary or appropriate to preserve the limited liability of the Trust, the separateness of the Trust from the business and affairs of the Seller or any Affiliate of the Seller, and until one year and one day after the Notes have been paid in full, the special purpose, bankruptcy remote status of the Trust; provided that nothing herein shall prevent the termination of the Trust within a shorter period following payment in full of the Notes as contemplated by Section 9.1. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) Neither the Board nor the Owner Trustee shall have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated as bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Board, the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a "Certificate Majority") shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders. (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor's liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and, prior to the Class A Termination Date, the Class A Insurer and the Backup Insurer, in writing of the proposed action unless at least 30 days before the taking of such action, and (ii) the Controlling Party prior to the Class A Termination Date, and thereafter, the Majority Certificateholders, have approved such action in writing, which approval has been received by the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (ai) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (bii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Class A Noteholder is required; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Class A Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (div) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (v) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (vi) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (vii) confess a judgment against the Trust; (viii) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (ix) cause the Trust to lend any funds to any entity; (x) change the Trust's purpose and powers from those set forth in this Agreement; (xi) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (xii) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Dealer Loans;) or (xiii) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor to such effect, upon which Seller and its affiliates (c) The Trust and each Certificateholder shall comply with the following covenants: (i) Neither the Owner Trustee nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity. (ii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may conclusively relyguarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (iii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (iv) The Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and neither the Owner Trustee nor any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account with the corporate records and books of account maintained by any Certificateholder or the Owner Trustee on behalf of the Trust shall reflect the separate existence of the Trust. The books of the Trust may be kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee with notice to the Class A Insurer and the Backup Insurer. The Trust's books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (v) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (vi) The Owner Trustee shall cause the Trust to (1) conduct its business in an office separate from that of each Certificateholder, (2) maintain stationery, if any, separate from that of each Certificateholder, (3) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (4) observe all statutory formalities under the Statutory Trust Act, and (5) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) The Owner Trustee shall not have the power, except upon the direction of the Controlling Party and the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Seller, the Servicer, the Class A Insurer, the Backup Insurer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Certificateholders shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Bond Insurer in writing of the proposed action and no Certificateholder neither the Certificateholders nor the Bond Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders and/or the Bond Insurer have withheld consent or the Certificateholders have provided alternative direction:direction (any direction by the Certificateholders shall require the prior consent of the Bond Insurer): (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersStatute); (bc) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Bond Insurer is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Bond Insurer is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Bond Registrar, upon Trust Paying Agent, or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Bond Registrar, Paying Agent, or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable. (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (k) do any act that conflicts with any other Basic Document; (l) do any act which would make it impossible to carry on the Owner Trustee may conclusively relyordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (dp) except pursuant to Section 12.1(b) change the Trust's purpose and powers from those set forth in this Trust Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses, and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses, and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sale Company and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely)________________. The Owner Trustee shall notify not have the power, except upon the direction of the Certificateholders in writing with the consent of the Bond Insurer, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor Note Registrar receiver, liquidator, assignee, trustee, sequestrator, or any similar official of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, and (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and the Insurance Agreement remain in effect and no Bond Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee within five Business Days after receipt of notice thereofto take any Bankruptcy Action with respect to the Trust.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and no Certificateholder shall have notified (ii) the Board of Trustees has approved such action in writing, which approval has been received by the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (5) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (6) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (7) confess a judgment against the Trust; (8) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (9) cause the Trust to lend any funds to any entity; (10) change the Trust’s purpose and powers from those set forth in this Agreement; (11) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (12) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (13) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Basic Documents). The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor Seller and its affiliates (c) The Trust and each Certificateholder shall comply with the following covenants: (1) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the funds and other assets of the Trust to such effectbe commingled with those of any other individual, upon corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (2) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may guarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (3) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (4) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall, maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and none of the Owner Trustee, the Board or any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account, with the corporate records and books of account maintained by any Certificateholder, the Board or U.S. Bank Trust National Association, and all such statutory trust records and books of account of the Trust shall be maintained so as to reflect the separate existence of the Trust. The books of the Trust may conclusively relybe kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (5) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (6) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall, cause the Trust to (i) conduct its business in an office separate from that of each Certificateholder, (ii) maintain stationery, if any, separate from that of each Certificateholder, (iii) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (iv) observe all statutory formalities under the Statutory Trust Act, and (v) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (7) The Trust shall be operated in such a manner as the Board and the Owner Trustee deems reasonable and necessary or appropriate to preserve the limited liability of the Trust, the separateness of the Trust from the business and affairs of the Seller or any Affiliate of the Seller, and until one year and one day after the Notes have been paid in full, the special purpose, bankruptcy remote status of the Trust; provided that nothing herein shall prevent the termination of the Trust within a shorter period following payment in full of the Notes as contemplated by Section 9.1. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) Neither the Board nor the Owner Trustee shall have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated as bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Board, the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (1) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and the Board of Trustees in writing of the proposed action unless at least 30 days before the taking of such actionaction (provided that such 30 days prior notice may be waived by the Certficateholders and the Board), and (ii) the Owner Trustee shall have notified the Certificateholders in writing Board of the proposed Trustees has approved such action and no Certificateholder shall have notified the Owner Trustee in writing prior to writing, which written notice of approval has been received by the Owner Trustee by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (ai) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (bii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (div) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, . (v) except to cure any ambiguity or defect or to amend or supplement any provision in connection with a manner that would not materially adversely affect the interests dissolution and winding up of the Certificateholders (as evidenced by an officer’s certificate Trust upon the payment in full of the Depositor Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to Section 9.1(a), dissolve, terminate or liquidate the Trust in whole or in part; (vi) the taking of any act which would make it impossible to carry on the ordinary business of the Trust; (vii) the confession of a judgment against the Trust; (viii) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (ix) causing the Trust to lend any funds to any entity; (x) changing the Trust’s purpose and powers from those set forth in this Agreement; (xi) causing the Trust to incur, assume or guaranty any indebtedness except as set forth in this Agreement; (xii) the initiation of any material claim or litigation by the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (xiii) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document; provided that the Administrator may make such effectappointment or provide such consent in its discretion. (2) In addition, upon the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Basic Documents). The Administrator on behalf of the Trust shall cause the Trust to maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Board of Trustees shall maintain appropriate minutes or other records of all appropriate actions. (3) The Trust and each Certificateholder shall comply with the following covenants: (i) Neither the Administrator, the Owner Trustee, the Board nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Basic Documents). (ii) Neither the Administrator, the Owner Trustee, the Board nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may guarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (iii) Neither the Administrator, Owner Trustee, the Board nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (iv) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and none of the Owner Trustee, the Board or any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account, with the corporate records and books of account maintained by any Certificateholder, the Board or U.S. Bank Trust National Association, and all such statutory trust records and books of account of the Trust shall be maintained so as to reflect the separate existence of the Trust. The books of the Trust may conclusively relybe kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Board. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (v) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (vi) The Board shall cause the Trust to (i) conduct its business in an office separate from that of each Certificateholder, (ii) maintain stationery, if any, separate from that of each Certificateholder, (iii) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (iv) observe all statutory formalities under the Statutory Trust Act, and (v) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (vii) The Trust shall be operated in such a manner as the Board deems reasonable and necessary or appropriate to preserve the limited liability of the Trust, the separateness of the Trust from the business and affairs of the Seller or any Affiliate of the Seller, and until one year and one day after the Notes have been paid in full, the special purpose, bankruptcy remote status of the Trust; provided that nothing herein shall prevent the termination of the Trust within a shorter period following payment in full of the Notes as contemplated by Section 9.1. (4) The Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto, as determined by the Board or the Certificateholders in its or their sole discretion. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (5) Neither the Board nor the Owner Trustee shall have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated as bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (6) The Owner Trustee shall notify the Board, the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a “Certificate Majority”) shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders) and shall have been consented to by the Insurer (for so long as it is the Controlling Party); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d) except pursuant to Section 12.1(b13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders; or (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor’s liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and the Board of Trustees in writing of the proposed action unless at least 30 days before the taking of such action, and (ii) the Board of Trustees has approved such action in writing, which approval has been received by the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, . (5) except to cure any ambiguity or defect or to amend or supplement any provision in connection with a manner that would not materially adversely affect the interests dissolution and winding up of the Certificateholders (as evidenced by an officer’s certificate Trust upon the payment in full of the Depositor Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to such effectSection 9.1(a), upon which dissolve, terminate or liquidate the Owner Trustee may conclusively rely). The Owner Trustee shall notify Trust in whole or in part; (6) the Certificateholders in writing taking of any appointment act which would make it impossible to carry on the ordinary business of the Trust; (7) the confession of a successor Note Registrar judgment against the Trust; (8) the possession of Trust assets, or Indenture Trustee within five Business Days after receipt assignment of notice thereof.the Trust’s right to property, for other than a Trust purpose; (9) causing the Trust to lend any funds to any entity; (10) changing the Trust’s purpose and powers from those set forth in this Agreement;

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and no Certificateholder shall (ii) the Majority Certificateholders have notified approved such action in writing, which approval has been received by the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (5) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (6) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (7) confess a judgment against the Trust; (8) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (9) cause the Trust to lend any funds to any entity; (10) change the Trust’s purpose and powers from those set forth in this Agreement; (11) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (12) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (13) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Transaction Documents). The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor to such effect, upon which Seller and its affiliates (c) The Trust and each Certificateholder shall comply with the following covenants: (1) Neither the Owner Trustee nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (2) Neither the Owner Trustee nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may conclusively relyguarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (3) Neither the Owner Trustee nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (4) The Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and neither the Owner Trustee nor any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account with the corporate records and books of account maintained by any Certificateholder or the Owner Trustee on behalf of the Trust shall reflect the separate existence of the Trust. The books of the Trust may be kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (5) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (6) The Owner Trustee shall cause the Trust to (i) conduct its business in an office separate from that of each Certificateholder, (ii) maintain stationery, if any, separate from that of each Certificateholder, (iii) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (iv) observe all statutory formalities under the Statutory Trust Act, and (v) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (7) The Trust shall be operated in such a manner as the Owner Trustee deems reasonable and necessary or appropriate to preserve the limited liability of the Trust, the separateness of the Trust from the business and affairs of the Seller or any Affiliate of the Seller, and until one year and one day after the Notes have been paid in full, the special purpose, bankruptcy remote status of the Trust. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) The Owner Trustee shall not have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and no Certificateholder shall have notified (ii) the Board of Trustees has approved such action in writing, which approval has been received by the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (5) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (6) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (7) confess a judgment against the Trust; (8) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (9) cause the Trust to lend any funds to any entity; (10) change the Trust’s purpose and powers from those set forth in this Agreement; (11) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (12) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (13) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Transaction Documents). The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor Seller and its affiliates (c) The Trust and each Certificateholder shall comply with the following covenants: (1) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the funds and other assets of the Trust to such effectbe commingled with those of any other individual, upon corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (2) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may guarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (3) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (4) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall, maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and neither the Owner Trustee, the Board nor any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account with the corporate records and books of account maintained by any Certificateholder, the Board or the Owner Trustee on behalf of the Trust shall reflect the separate existence of the Trust. The books of the Trust may conclusively relybe kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (5) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (6) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall, cause the Trust to (i) conduct its business in an office separate from that of each Certificateholder, (ii) maintain stationery, if any, separate from that of each Certificateholder, (iii) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (iv) observe all statutory formalities under the Statutory Trust Act, and (v) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (7) The Trust shall be operated in such a manner as the Board and the Owner Trustee deems reasonable and necessary or appropriate to preserve the limited liability of the Trust, the separateness of the Trust from the business and affairs of the Seller or any Affiliate of the Seller, and until one year and one day after the Notes have been paid in full, the special purpose, bankruptcy remote status of the Trust; provided that nothing herein shall prevent the termination of the Trust within a shorter period following payment in full of the Notes as contemplated by Section 9.1. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) Neither the Board nor the Owner Trustee shall have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Board, the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Certificateholders shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action and no Certificateholder neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders and/or the Note Insurer have withheld consent or the Certificateholders have provided alternative direction:direction (any direction by the Certificateholders shall require the prior consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersStatute); (bc) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Note Insurer is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Note Insurer is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, upon Trust Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable. (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (k) do any act that conflicts with any other Basic Document; (l) do any act which would make it impossible to carry on the Owner Trustee may conclusively relyordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (dp) except pursuant to Section 12.1(b) change the Trust's purpose and powers from those set forth in this Trust Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Sale and Servicing AgreementDepositor, the amendment, change or modification of the Sale Company and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely)Mortgage Lenders Network. The Owner Trustee shall notify not have the power, except upon the direction of the Certificateholders in writing with the consent of the Note Insurer, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and the Insurance Agreement remain in effect and no Note Registrar Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or Indenture direct the Owner Trustee within five Business Days after receipt of notice thereofto take any Bankruptcy Action with respect to the Trust.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that such amendment will not materially adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee within five Business Days after receipt of notice thereof. SECTION 4.2. [Reserved].

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and, prior to the Class A Termination Date, the Class A Insurer, in writing of the proposed action unless at least 30 days before the taking of such action, and (ii) the Class A Insurer prior to the Class A Termination Date, and thereafter, the Majority Certificateholders, have approved such action in writing, which approval has been received by the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (ai) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (bii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Class A Noteholder is required; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Class A Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (div) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (v) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (vi) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (vii) confess a judgment against the Trust; (viii) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (ix) cause the Trust to lend any funds to any entity; (x) change the Trust's purpose and powers from those set forth in this Agreement; (xi) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (xii) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Dealer Loans;) or (xiii) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Transaction Documents). The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor to such effect, upon which Seller and its affiliates (c) The Trust and each Certificateholder shall comply with the following covenants: (i) Neither the Owner Trustee nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (ii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may conclusively relyguarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (iii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (iv) The Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and neither the Owner Trustee nor any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account with the corporate records and books of account maintained by any Certificateholder or the Owner Trustee on behalf of the Trust shall reflect the separate existence of the Trust. The books of the Trust may be kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee with notice to the Class A Insurer. The Trust's books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (v) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (vi) The Owner Trustee shall cause the Trust to (1) conduct its business in an office separate from that of each Certificateholder, (2) maintain stationery, if any, separate from that of each Certificateholder, (3) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (4) observe all statutory formalities under the Statutory Trust Act, and (5) keep in full effect (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) The Owner Trustee shall not have the power, except upon the direction of the Class A Insurer and the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Seller, the Servicer, the Class A Insurer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a “Certificate Majority”) shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders[ and shall have been consented to by the Insurer (for so long as it is the Controlling Party)]); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d) except pursuant to Section 12.1(b13.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders; or (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor’s liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and the Board of Trustees in writing of the proposed action unless at least 30 days before the taking of such action, and (ii) the Board of Trustees has approved such action in writing, which approval has been received by the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, . (5) except to cure any ambiguity or defect or to amend or supplement any provision in connection with a manner that would not materially adversely affect the interests dissolution and winding up of the Certificateholders (as evidenced by an officer’s certificate Trust upon the payment in full of the Depositor Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to such effectSection 9.1(a), upon dissolve, terminate or liquidate the Trust in whole or in part; (6) do any act which would make it impossible to carry on the ordinary business of the Trust; (7) confess a judgment against the Trust; (8) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (9) cause the Trust to lend any funds to any entity; (10) change the Trust’s purpose and powers from those set forth in this Agreement; (11) cause the Trust to incur, assume or guaranty any indebtedness except as set forth in this Agreement; (12) the initiation of any material claim or litigation by the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (13) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Basic Documents). The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and its affiliates. (c) The Trust and each Certificateholder shall comply with the following covenants: (1) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (2) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may guarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (3) Neither the Owner Trustee, the Board nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (4) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall, maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and none of the Owner Trustee, the Board or any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account, with the corporate records and books of account maintained by any Certificateholder, the Board or U.S. Bank Trust National Association, and all such statutory trust records and books of account of the Trust shall be maintained so as to reflect the separate existence of the Trust. The books of the Trust may conclusively relybe kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (5) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (6) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall, cause the Trust to (i) conduct its business in an office separate from that of each Certificateholder, (ii) maintain stationery, if any, separate from that of each Certificateholder, (iii) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (iv) observe all statutory formalities under the Statutory Trust Act, and (v) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (7) The Trust shall be operated in such a manner as the Board and the Owner Trustee deems reasonable and necessary or appropriate to preserve the limited liability of the Trust, the separateness of the Trust from the business and affairs of the Seller or any Affiliate of the Seller, and until one year and one day after the Notes have been paid in full, the special purpose, bankruptcy remote status of the Trust; provided that nothing herein shall prevent the termination of the Trust within a shorter period following payment in full of the Notes as contemplated by Section 9.1. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) Neither the Board nor the Owner Trustee shall have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated as bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Board, the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, neither the Owner Trustee nor the Trust Agent shall not take any action unless at least 30 days before the taking of such action, the Owner Trustee or the Trust Agent, as applicable, shall have notified the Certificateholders Holders in writing of the proposed action and no Certificateholder the Holders shall not have notified the Owner Trustee or the Trust Agent, as applicable, in writing prior to the 30th day after such notice is given that such Certificateholder has Holders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersStatute); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless required and such amendment materially adversely affects the Owner Trustee shall have received an officer’s certificate interest of the Depositor to the effect that such amendment will not materially adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively rely; orHolders; (d) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders Holders; or (as evidenced by an officer’s certificate of e) the Depositor appointment pursuant to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment Indenture of a successor Note Registrar Registrar, paying agent for the Notes or Indenture Trustee within five Business Days after receipt or pursuant to this Agreement of notice thereofa successor Certificate Registrar or the Paying Agent, or the consent to the assignment by the Note Registrar, paying agent for the Notes, Indenture Trustee, Certificate Registrar or Paying Agent of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and, prior to the Class A Termination Date, the Class A Insurer, in writing of the proposed action unless at least 30 days before the taking of such action, and (ii) the Class A Insurer prior to the Class A Termination Date, and thereafter, the Majority Certificateholders, have approved such action in writing, which approval has been received by the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (ai) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (bii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Class A Noteholder is required; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Class A Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (div) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (v) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (vi) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (vii) confess a judgment against the Trust; (viii) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (ix) cause the Trust to lend any funds to any entity; (x) change the Trust's purpose and powers from those set forth in this Agreement; (xi) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (xii) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Dealer Loans;) or (xiii) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor to such effect, upon which Seller and its affiliates (c) The Trust and each Certificateholder shall comply with the following covenants: (i) Neither the Owner Trustee nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity. (ii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may conclusively relyguarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (iii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (iv) The Owner Trustee shall maintain on behalf of the Trust all statutory trust records and books of account of the Trust and neither the Owner Trustee nor any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account with the corporate records and books of account maintained by any Certificateholder or the Owner Trustee on behalf of the Trust shall reflect the separate existence of the Trust. The books of the Trust may be kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee with notice to the Class A Insurer. (v) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (vi) The Owner Trustee shall cause the Trust to (1) conduct its business in an office separate from that of each Certificateholder, (2) maintain stationery, if any, separate from that of each Certificateholder, (3) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (4) observe all statutory formalities under the Statutory Trust Act, and (5) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) The Owner Trustee shall not have the power, except upon the direction of the Class A Insurer and the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Seller, the Servicer, the Class A Insurer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, neither the Owner Trustee nor the Trust Agent shall not take any action unless at least 30 days before the taking of such action, the Owner Trustee or the Trust Agent, as applicable, shall have notified the Certificateholders Holders in writing of the proposed action and no Certificateholder the Holders shall not have notified the Owner Trustee or the Trust Agent, as applicable, in writing prior to the 30th day after such notice is given that such Certificateholder has Holders have withheld consent or provided alternative direction: (a) the election initiation of any claim or lawsuit by the Trust to file an amendment to and the Certificate compromise of Trust (unless such amendment is required to be filed under any action, claim or lawsuit brought by or against the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders)Trust; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless required and such amendment materially adversely affects the Owner Trustee shall have received an officer’s certificate interest of the Depositor to the effect that such amendment will not materially adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively rely; orHolders; (d) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders Holders; or (as evidenced by an officer’s certificate of e) the Depositor appointment pursuant to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment Indenture of a successor Note Registrar Registrar, paying agent for the Notes or Indenture Trustee within five Business Days after receipt or pursuant to this Agreement of notice thereofa successor Certificate Registrar or the Paying Agent, or the consent to the assignment by the Note Registrar, paying agent for the Notes, Indenture Trustee, Certificate Registrar or Paying Agent of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Certificateholders shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action and no Certificateholder neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders and/or the Note Insurer have withheld consent or the Certificateholders have provided alternative direction:direction (any direction by the Certificateholders shall require the prior consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Home Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Home Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersStatute); (bc) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Note Insurer is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Note Insurer is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, upon Trust Paying Agent, or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent, or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable. (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (k) do any act that conflicts with any other Basic Document; (l) do any act which would make it impossible to carry on the Owner Trustee may conclusively relyordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (dp) except pursuant to Section 12.1(b) change the Trust's purpose and powers from those set forth in this Trust Agreement. In addition the Trust shall not commingle its assets with those of the Sale any other entity. The Trust shall maintain its financial and Servicing Agreementaccounting books and records separate from those of any other entity. Except as expressly set forth herein, the amendmentTrust shall pay its indebtedness, change operating expenses, and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses, and liabilities of any other entity. The Trust shall maintain appropriate minutes or modification other records of all appropriate actions and shall maintain its office separate from the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate offices of the Depositor to such effect, upon which the Owner Trustee may conclusively rely)and City National Bank of West Virginia. The Owner Trustee shall notify not have the power, except upon the direction of the Certificateholders in writing with the consent of the Note Insurer, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a successor receiver, liquidator, assignee, trustee, sequestrator, or any similar official of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, and (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and the Insurance Agreement remain in effect and no Note Registrar Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or Indenture direct the Owner Trustee within five Business Days after receipt of notice thereofto take any Bankruptcy Action with respect to the Trust.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Insurer in writing of the proposed action and no Certificateholder (i) the Insurer shall have consented in writing thereto and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or or, with the written consent of the Insurer, provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredOperative Document; (c) the amendment appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or, pursuant to this Trust Agreement, of a successor Certificate Registrar or the consent to the assignment of the Note Registrar, Paying Agent, Indenture by a supplemental indenture in circumstances where Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable; (d) the consent to the calling or waiver of any Noteholder is not required, unless default under any Operative Document; (e) the Owner consent to the assignment by the Indenture Trustee shall have received an officer’s certificate or Servicer of their respective obligations under any Operative Document; (f) perform any act that conflicts with any other Operative Document; (g) perform any act which would make it impossible to carry on the ordinary business of the Depositor Trust described in Section 2.3 hereof; (h) confess a judgment against the Trust; (i) possess Trust assets or assign the Trust's right to property for other than a Trust purpose; (j) cause the effect that such amendment will not materially adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively relyTrust to lend any funds to any entity; or (dk) except pursuant to Section 12.1(b) of change the Sale Trust's purpose and Servicing powers from those enumerated in this Trust Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and the Board of Trustees in writing of the proposed action unless at least 30 days before the taking of such actionaction (provided that such 30 days prior notice may be waived by the Certficateholders and the Board), and (ii) the Owner Trustee shall have notified the Certificateholders in writing Board of the proposed Trustees has approved such action and no Certificateholder shall have notified the Owner Trustee in writing prior to writing, which written notice of approval has been received by the Owner Trustee by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, . (5) except to cure any ambiguity or defect or to amend or supplement any provision in connection with a manner that would not materially adversely affect the interests dissolution and winding up of the Certificateholders (as evidenced by an officer’s certificate Trust upon the payment in full of the Depositor Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to such effectSection 9.1(a), upon which dissolve, terminate or liquidate the Owner Trustee may conclusively rely). The Owner Trustee shall notify Trust in whole or in part; (6) the Certificateholders in writing taking of any appointment act which would make it impossible to carry on the ordinary business of the Trust; (7) the confession of a successor Note Registrar judgment against the Trust; (8) the possession of Trust assets, or Indenture Trustee within five Business Days after receipt assignment of notice thereof.the Trust’s right to property, for other than a Trust purpose;

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action any of the actions set forth below unless at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Certificateholder(s) and the Insurer in writing of the proposed action and no Certificateholder the Instructing Party (pursuant to Section 4.5, if applicable) shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionCertificateholder(s) have consented thereto: (a) the election by the Trust Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersCertificateholders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will would not materially and adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively relyCertificateholder(s); or (d) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially and adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively relyCertificateholder(s). The Owner Trustee shall notify the Certificateholders Certificateholder(s) in writing of any appointment of a successor Note Registrar or Registrar, Indenture Trustee or Certificate Registrar within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action (and the Certificateholders shall not direct the Owner Trustee to take any action) unless at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) and the Note Insurer in writing of the proposed action and no Certificateholder neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders and/or the Note Insurer have withheld consent or the Certificateholders have provided alternative direction:written direction (any direction by the Certificateholders shall require the prior written consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersStatute); (bc) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder is required; provided, that notwithstanding this Section 4.01, the prior written consent of the Note Insurer must be obtained for any amendment or change to this Agreement or any other Basic Document; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder Holder or the Note Insurer is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (de) except the appointment pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment Indenture of a successor Note Registrar, or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or the consent to the assignment by the Note Registrar or Indenture Trustee within five Business Days after receipt or Certificate Registrar of notice thereoftheir respective obligations under the Indenture or this Agreement, as applicable; (f) the consent to the waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (l) confess a judgment against the Trust; (m) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (n) cause the Trust to lend any funds to any entity; or (o) change the Trust's purpose and powers from those set forth in this Trust Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Servicer, on behalf of the Trust, shall maintain appropriate minutes or other records of all appropriate action. The Trust shall maintain its office separate from the offices of the Unaffiliated Seller and the Servicer. Notwithstanding the other provisions of this Section 4.01, the Owner Trustee shall not have the power, except upon the written direction of all of the Certificateholders with the prior written consent of the Note Insurer, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and the Insurance Agreement remain in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and the Board of Trustees in writing of the proposed action unless at least 30 days before the taking of such actionaction (provided that such 30 days prior notice may be waived by the Certficateholders and the Board), and (ii) the Owner Trustee shall have notified the Certificateholders in writing Board of the proposed Trustees has approved such action and no Certificateholder shall have notified the Owner Trustee in writing prior to writing, which written notice of approval has been received by the Owner Trustee by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, . (5) except to cure any ambiguity or defect or to amend or supplement any provision in connection with a manner that would not materially adversely affect the interests dissolution and winding up of the Certificateholders (as evidenced by an officer’s certificate Trust upon the payment in full of the Depositor Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to Section 9.1(a), dissolve, terminate or liquidate the Trust in whole or in part; (6) the taking of any act which would make it impossible to carry on the ordinary business of the Trust; (7) the confession of a judgment against the Trust; (8) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (9) causing the Trust to lend any funds to any entity; (10) changing the Trust’s purpose and powers from those set forth in this Agreement; (11) causing the Trust to incur, assume or guaranty any indebtedness except as set forth in this Agreement; (12) the initiation of any material claim or litigation by the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (13) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document; provided that the Administrator may make such effectappointment or provide such consent in its discretion. (b) In addition, upon the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Basic Documents). The Administrator on behalf of the Trust shall cause the Trust to maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Board of Trustees shall maintain appropriate minutes or other records of all appropriate actions. (c) The Trust and each Certificateholder shall comply with the following covenants: (1) Neither the Administrator, the Owner Trustee, the Board nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (2) Neither the Administrator, the Owner Trustee, the Board nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may guarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (3) Neither the Administrator, Owner Trustee, the Board nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (4) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and none of the Owner Trustee, the Board or any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account, with the corporate records and books of account maintained by any Certificateholder, the Board or U.S. Bank Trust National Association, and all such statutory trust records and books of account of the Trust shall be maintained so as to reflect the separate existence of the Trust. The books of the Trust may conclusively relybe kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Board. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (5) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (6) The Board shall cause the Trust to (i) conduct its business in an office separate from that of each Certificateholder, (ii) maintain stationery, if any, separate from that of each Certificateholder, (iii) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (iv) observe all statutory formalities under the Statutory Trust Act, and (v) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (7) The Trust shall be operated in such a manner as the Board deems reasonable and necessary or appropriate to preserve the limited liability of the Trust, the separateness of the Trust from the business and affairs of the Seller or any Affiliate of the Seller, and until one year and one day after the Notes have been paid in full, the special purpose, bankruptcy remote status of the Trust; provided that nothing herein shall prevent the termination of the Trust within a shorter period following payment in full of the Notes as contemplated by Section 9.1. (d) The Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto, as determined by the Board or the Certificateholders in its or their sole discretion. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) Neither the Board nor the Owner Trustee shall have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated as bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Board, the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless required and such amendment materially adversely affects the Owner Trustee shall have received an officer’s certificate interest of the Depositor to the effect that such amendment will not materially adversely affect the interests of Certificate Owners, or if no Book-Entry Certificates are outstanding, the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of Certificate Owners, or if no Book-Entry Certificates are outstanding, the Depositor to such effect, upon which the Owner Trustee may conclusively rely)Certificateholders. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Residual Certificateholders, the Controlling Party and Xxxxxxx Mac in writing of the proposed action and no Certificateholder the Residual Certificateholders and the Controlling Party shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Residual Certificateholders or the Controlling Party have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture Pooling Agreement by a supplemental indenture Pooling Agreement in circumstances where the consent of any Noteholder Securityholder is required; (c) the amendment of the Indenture Pooling Agreement by a supplemental indenture Pooling Agreement in circumstances where the consent of any Noteholder Securityholder is not required, unless required and such amendment materially adversely affects the Owner Trustee shall have received an officer’s certificate interest of the Depositor to the effect that such amendment will not materially adversely affect the interests of the Residual Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(b) 9.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely)Residual Certificateholders. The Owner Trustee shall notify the Residual Certificateholders in writing of any appointment of a successor Note Security Registrar, or Residual Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With Subject to the provisions and limitations of SECTION 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder the Holders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Holders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Contracts) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Contracts); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersStatute); (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless required and such amendment materially and adversely affects the Owner Trustee shall have received an officer’s certificate interest of the Depositor Holders; (e) the amendment, change or modification of the Administration Agreement, except to the effect cure any ambiguity or to amend or supplement any provision in a manner or add any provision that such amendment will would not materially and adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively relyHolders; or (df) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement amendment where the consent of any provision in a manner that would Certificateholder is not materially adversely affect required under the interests terms of the Certificateholders Sale and Servicing Agreement; or (as evidenced by an officer’s certificate of g) the Depositor appointment pursuant to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment Indenture of a successor Note Registrar Registrar, Paying Agent or Indenture Trustee within five Business Days after receipt or pursuant to this Agreement of notice thereofa successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or the Agreement, as applicable.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Insurer in writing of the proposed action and no Certificateholder (i) the Insurer shall have consented in writing thereto and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or or, with the written consent of the Insurer, provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredOperative Document; (c) the amendment appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or, pursuant to this Trust Agreement, of a successor Certificate Registrar or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable; (d) the consent to the calling or waiver of any default under any Operative Document; (e) the consent to the assignment by the Indenture Trustee or Master Servicer of their respective obligations under any Operative Document; (f) perform any act that conflicts with any other Operative Document; (g) perform any act which would make it impossible to carry on the ordinary business of the Indenture by Trust as described in Section 2.03 hereof; (h) confess a supplemental indenture in circumstances where judgment against the consent of Trust; (i) possess Trust assets or assign the Trust's right to property for other than a Trust purpose; (j) cause the Trust to lend any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor funds to the effect that such amendment will not materially adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively relyany entity; or (dk) except pursuant to Section 12.1(b) of change the Sale Trust's purpose and Servicing powers from those enumerated in this Trust Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders and the Insurer in writing of any appointment of a successor Note Registrar, or Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. (a) With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Insurer in writing of the proposed action and no Certificateholder the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (ai) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (bii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (div) except pursuant to Section 12.1(b) 15.1 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders. (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). b) The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar, Certificate Paying Agent or Certificate Registrar or Indenture Trustee within five Business Days after receipt of notice thereofthe effective date of such appointment.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder Certificateholders holding, in the aggregate, greater than 50% of the Percentage Interests (a "Certificate Majority") shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust Trust, which amendment shall have satisfied the Rating Agency Condition (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or (d) except pursuant to Section 12.1(bss. 13.1(b) of the Master Sale and Servicing Agreement, the amendment, change or modification of the Master Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders Certificateholders. (as evidenced by an officer’s certificate e) the Depositor shall not, without the unanimous consent of the Depositor holders of the Class SV Preferred Stock of the Depositor, institute proceedings to be adjudicated insolvent, or consent to the institution of any bankruptcy or insolvency case or proceedings against it, or file or consent to a petition under any applicable federal or state law relating to bankruptcy, seeking the Depositor's liquidation or reorganization or any other relief for the Corporation as debtor, or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such effect, upon which the Owner Trustee may conclusively rely)action. The Owner Trustee shall notify the Certificateholders in writing of any appointment of a successor Note Registrar or Indenture Trustee Certificate Registrar within five Business Days after receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and, prior to the Class A Termination Date, the Class A Insurer and the Backup Insurer, in writing of the proposed action unless at least 30 days before the taking of such action, and (ii) the Controlling Party prior to the Class A Termination Date, and thereafter, the Majority Certificateholders, have approved such action in writing, which approval has been received by the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (ai) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (bii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Class A Noteholder is required; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Class A Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (div) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (v) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (vi) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (vii) confess a judgment against the Trust; (viii) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (ix) cause the Trust to lend any funds to any entity; (x) change the Trust's purpose and powers from those set forth in this Agreement; (xi) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (xii) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Dealer Loans;) or (xiii) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Transaction Documents). The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor to such effect, upon which Seller and its affiliates (c) The Trust and each Certificateholder shall comply with the following covenants: (i) Neither the Owner Trustee nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (ii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may conclusively relyguarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (iii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (iv) The Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and neither the Owner Trustee nor any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account with the corporate records and books of account maintained by any Certificateholder or the Owner Trustee on behalf of the Trust shall reflect the separate existence of the Trust. The books of the Trust may be kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee with notice to the Class A Insurer and the Backup Insurer. The Trust's books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (v) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (vi) The Owner Trustee shall cause the Trust to (1) conduct its business in an office separate from that of each Certificateholder, (2) maintain stationery, if any, separate from that of each Certificateholder, (3) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (4) observe all statutory formalities under the Statutory Trust Act, and (5) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) The Owner Trustee shall not have the power, except upon the direction of the Controlling Party and the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Seller, the Servicer, the Class A Insurer, the Backup Insurer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action (and the Certificateholders shall not direct the Owner Trustee to take any action) unless at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders (if the Note Insurer has directed the Owner Trustee to take action) and the Note Insurer (if the Certificateholders have directed the Owner Trustee to take action) in writing of the proposed action and no Certificateholder neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders and/or the Note Insurer have withheld consent or the Certificateholders have provided alternative direction:written direction (any direction by the Certificateholders shall require the prior written consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersStatute); (bc) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder is required; provided, that notwithstanding this Section 4.01, the prior written consent of the Note Insurer must be obtained for any amendment or change to this Agreement or any Basic Document; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder or the Note Insurer is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (de) except the appointment pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment Indenture of a successor Note Registrar, or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or the consent to the assignment by the Note Registrar or Indenture Trustee within five Business Days after receipt or Certificate Registrar of notice thereofits obligations under the Indenture or this Agreement, as applicable; (f) the consent to the waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (l) confess a judgment against the Trust; (m) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (n) cause the Trust to lend any funds to any entity; or (o) change the Trust's purpose and powers from those set forth in this Trust Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer. Notwithstanding the other provisions of this Section 4.01, the Owner Trustee shall not have the power, except upon the written direction of all of the Certificateholders with the prior written consent of the Note Insurer, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture and the Insurance Agreement remain in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (1) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and the Board of Trustees in writing of the proposed action unless at least 30 days before the taking of such actionaction (provided that such 30 days prior notice may be waived by the Certficateholders and the Board), and (ii) the Owner Trustee shall have notified the Certificateholders in writing Board of the proposed Trustees has approved such action and no Certificateholder shall have notified the Owner Trustee in writing prior to writing, which written notice of approval has been received by the Owner Trustee by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (ai) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (bii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (div) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, . (v) except to cure any ambiguity or defect or to amend or supplement any provision in connection with a manner that would not materially adversely affect the interests dissolution and winding up of the Certificateholders (as evidenced by an officer’s certificate Trust upon the payment in full of the Depositor Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to Section 9.1(a), dissolve, terminate or liquidate the Trust in whole or in part; (vi) the taking of any act which would make it impossible to carry on the ordinary business of the Trust; (vii) the confession of a judgment against the Trust; (viii) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (ix) causing the Trust to lend any funds to any entity; (x) changing the Trust’s purpose and powers from those set forth in this Agreement; (xi) causing the Trust to incur, assume or guaranty any indebtedness except as set forth in this Agreement; (xii) the initiation of any material claim or litigation by the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (xiii) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document; provided that the Administrator may make such effectappointment or provide such consent in its discretion. (2) In addition, upon the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Basic Documents). The Administrator on behalf of the Trust shall cause the Trust to maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Board of Trustees shall maintain appropriate minutes or other records of all appropriate actions. (3) The Trust and each Certificateholder shall comply with the following covenants: (i) Neither the Administrator, the Owner Trustee, the Board nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (ii) Neither the Administrator, the Owner Trustee, the Board nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may guarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (iii) Neither the Administrator, Owner Trustee, the Board nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (iv) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and none of the Owner Trustee, the Board or any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account, with the corporate records and books of account maintained by any Certificateholder, the Board or U.S. Bank Trust National Association, and all such statutory trust records and books of account of the Trust shall be maintained so as to reflect the separate existence of the Trust. The books of the Trust may conclusively relybe kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Board. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (v) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (vi) The Board shall cause the Trust to (i) conduct its business in an office separate from that of each Certificateholder, (ii) maintain stationery, if any, separate from that of each Certificateholder, (iii) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (iv) observe all statutory formalities under the Statutory Trust Act, and (v) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (vii) The Trust shall be operated in such a manner as the Board deems reasonable and necessary or appropriate to preserve the limited liability of the Trust, the separateness of the Trust from the business and affairs of the Seller or any Affiliate of the Seller, and until one year and one day after the Notes have been paid in full, the special purpose, bankruptcy remote status of the Trust; provided that nothing herein shall prevent the termination of the Trust within a shorter period following payment in full of the Notes as contemplated by Section 9.1. (4) The Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto, as determined by the Board or the Certificateholders in its or their sole discretion. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (5) Neither the Board nor the Owner Trustee shall have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated as bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (6) The Owner Trustee shall notify the Board, the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take action any of the actions set forth below unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least 30 days before the taking of such action, and no Certificateholder shall (ii) the Majority Certificateholders have notified approved such action in writing, which approval has been received by the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (ai) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (bii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (div) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (v) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (vi) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (vii) confess a judgment against the Trust; (viii) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (ix) cause the Trust to lend any funds to any entity; (x) change the Trust’s purpose and powers from those set forth in this Agreement; (xi) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (xii) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (xiii) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Transaction Documents). The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor to such effect, upon which Seller and its affiliates (c) The Trust and each Certificateholder shall comply with the following covenants: (i) Neither the Owner Trustee nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (ii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may conclusively relyguarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (iii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (iv) The Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and neither the Owner Trustee nor any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account with the corporate records and books of account maintained by any Certificateholder or the Owner Trustee on behalf of the Trust shall reflect the separate existence of the Trust. The books of the Trust may be kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (v) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (vi) The Owner Trustee shall cause the Trust to (1) conduct its business in an office separate from that of each Certificateholder, (2) maintain stationery, if any, separate from that of each Certificateholder, (3) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (4) observe all statutory formalities under the Statutory Trust Act, and (5) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) The Owner Trustee shall not have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below, and none of the Board, the Servicer, the Administrator or the Certificateholders shall instruct the Owner Trustee to, unless (i) the Owner Trustee shall have notified the Certificateholders and the Board of Trustees in writing of the proposed action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified action (provided that such 30 days prior notice may be waived by the Certificateholders in writing and the Board), and (ii) the Board of the proposed Trustees has approved such action and no Certificateholder shall have notified the Owner Trustee in writing prior to writing, which written notice of approval has been received by the Owner Trustee by the 30th day after such notice is has been given (provided, however, that the Owner Trustee shall not be required to notify a party of any such Certificateholder has withheld consent or provided alternative direction:proposed action if such party directed the Owner Trustee to take such action): (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, . (5) except to cure any ambiguity or defect or to amend or supplement any provision in connection with a manner that would not materially adversely affect the interests dissolution and winding up of the Certificateholders (as evidenced by an officer’s certificate Trust upon the payment in full of the Depositor Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to such effectSection 9.1(a), upon which dissolve, terminate or liquidate the Owner Trustee may conclusively rely). The Owner Trustee shall notify Trust in whole or in part; (6) the Certificateholders in writing taking of any appointment act which would make it impossible to carry on the ordinary business of the Trust; (7) the confession of a successor Note Registrar judgment against the Trust; (8) the possession of Trust assets, or Indenture Trustee within five Business Days after receipt assignment of notice thereof.the Trust’s right to property, for other than a Trust purpose; (9) causing the Trust to lend any funds to any entity; (10) changing the Trust’s purpose and powers from those set forth in this Agreement;

Prior Notice to Holders with Respect to Certain Matters. With Subject to the provisions and limitations of Section 4.04, with respect to the following matters, neither the Owner Trustee nor the Trust Agent shall not take any action unless at least 30 days before the taking of such action, the Owner Trustee or the Trust Agent, as applicable, shall have notified the Certificateholders Holders in writing of the proposed action and no Certificateholder the Holders shall not have notified the Owner Trustee or the Trust Agent, as applicable, in writing prior to the 30th day after such notice is given that such Certificateholder has Holders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersStatute); (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (cd) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless required and such amendment materially adversely affects the Owner Trustee shall have received an officer’s certificate interest of the Depositor to the effect that such amendment will not materially adversely affect the interests of the Certificateholders, upon which the Owner Trustee may conclusively rely; orHolders; (de) except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders Holders; or (as evidenced by an officer’s certificate of f) the Depositor appointment pursuant to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment Indenture of a successor Note Registrar Registrar, paying agent for the Notes or Indenture Trustee within five Business Days after receipt or pursuant to this Agreement or the Paying Agent, or the consent to the assignment by the Note Registrar, paying agent for the Notes, Indenture Trustee or Paying Agent of notice thereofits obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) in writing of the proposed action and no Certificateholder the Certificateholders evidencing not less than a majority of the Percentage Interest of the Certificates shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or the Certificateholders have provided alternative directionwritten direction and (ii) the Note Purchaser shall have given its prior written consent: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersStatute); (bc) the amendment of the Indenture by a supplemental indenture or other change to any Basic Document in circumstances where the consent of any Noteholder Holder is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to any other Basic Document in circumstances where the consent of any Noteholder Holder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (de) except the appointment pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment Indenture of a successor Note Registrar, or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or the consent to the assignment by the Note Registrar or Indenture Trustee within five Business Days after receipt or Certificate Registrar of notice thereoftheir respective obligations under the Indenture or this Agreement, as applicable; (f) the consent to the waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (i) confess a judgment against the Trust; (j) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (k) cause the Trust to lend any funds to any entity; or (l) remove or replace the Servicer or the Indenture Trustee.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and the Board of Trustees in writing of the proposed action unless at least 30 days before the taking of such actionaction (provided that such 30 days prior notice may be waived by the Certficateholders and the Board), and (ii) the Owner Trustee shall have notified the Certificateholders in writing Board of the proposed Trustees has approved such action and no Certificateholder shall have notified the Owner Trustee in writing prior to writing, which written notice of approval has been received by the Owner Trustee by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (a1) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (b2) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c3) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (d4) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, . (5) except to cure any ambiguity or defect or to amend or supplement any provision in connection with a manner that would not materially adversely affect the interests dissolution and winding up of the Certificateholders (as evidenced by an officer’s certificate Trust upon the payment in full of the Depositor Notes or other liquidation or final settlement of the last outstanding Loan (including the purchase by the Servicer at its option of the corpus of the Trust as described in Section 10.01(a) of the Sale and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture pursuant to Section 9.1(a), dissolve, terminate or liquidate the Trust in whole or in part; (6) the taking of any act which would make it impossible to carry on the ordinary business of the Trust; (7) the confession of a judgment against the Trust; (8) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (9) causing the Trust to lend any funds to any entity; (10) changing the Trust’s purpose and powers from those set forth in this Agreement; (11) causing the Trust to incur, assume or guaranty any indebtedness except as set forth in this Agreement; (12) the initiation of any material claim or litigation by the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Loans;) or (13) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document; provided that the Administrator may make such effectappointment or provide such consent in its discretion. (b) In addition, upon the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Basic Documents). The Administrator on behalf of the Trust shall cause the Trust to maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Board of Trustees shall maintain appropriate minutes or other records of all appropriate actions. (c) The Trust and each Certificateholder shall comply with the following covenants: (1) Neither the Administrator, the Owner Trustee, the Board nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Basic Documents). (2) Neither the Administrator, the Owner Trustee, the Board nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may guarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (3) Neither the Administrator, Owner Trustee, the Board nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (4) The Board authorizes and directs the Owner Trustee to, and the Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and none of the Owner Trustee, the Board or any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account, with the corporate records and books of account maintained by any Certificateholder, the Board or U.S. Bank Trust National Association, and all such statutory trust records and books of account of the Trust shall be maintained so as to reflect the separate existence of the Trust. The books of the Trust may conclusively relybe kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Board. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (5) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (6) The Board shall cause the Trust to (i) conduct its business in an office separate from that of each Certificateholder, (ii) maintain stationery, if any, separate from that of each Certificateholder, (iii) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (iv) observe all statutory formalities under the Statutory Trust Act, and (v) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (7) The Trust shall be operated in such a manner as the Board deems reasonable and necessary or appropriate to preserve the limited liability of the Trust, the separateness of the Trust from the business and affairs of the Seller or any Affiliate of the Seller, and until one year and one day after the Notes have been paid in full, the special purpose, bankruptcy remote status of the Trust; provided that nothing herein shall prevent the termination of the Trust within a shorter period following payment in full of the Notes as contemplated by Section 9.1. (d) The Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto, as determined by the Board or the Certificateholders in its or their sole discretion. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) Neither the Board nor the Owner Trustee shall have the power, except upon the direction of the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated as bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Board, the Seller, the Servicer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action action, and the Certificateholders shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or the Certificateholders have provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersStatute); (bc) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder is required; (cd) the amendment of the Indenture by a supplemental indenture or other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder Holder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (de) except the appointment pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders in writing of any appointment Indenture of a successor Note Registrar Bond Registrar, Trust Paying Agent or Indenture Trustee within five Business Days after receipt or pursuant to this Agreement of notice thereofa successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Bond Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable. (f) the consent to the calling or waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents;

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner Trustee shall have notified the Certificateholders and, prior to the Class A Termination Date, the Class A Insurer, in writing of the proposed action unless at least 30 days before the taking of such action, and (ii) the Class A Insurer prior to the Class A Termination Date, and thereafter, the Majority Certificateholders, have approved such action in writing, which approval has been received by the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to by the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative directionbeen given: (ai) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the HoldersAct); (bii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Class A Noteholder is required; (ciii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Class A Noteholder is not required, unless the Owner Trustee shall have received an officer’s certificate of the Depositor to the effect that required and such amendment will not materially adversely affect affects the interests interest of the Certificateholders, upon which the Owner Trustee may conclusively rely; or; (div) except pursuant to Section 12.1(b) 11.01 of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement. (v) except as provided in Article IX hereof, except dissolve, terminate or liquidate the Trust in whole or in part; (vi) do any act which would make it impossible to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect carry on the interests ordinary business of the Certificateholders Trust; (vii) confess a judgment against the Trust; (viii) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (ix) cause the Trust to lend any funds to any entity; (x) change the Trust’s purpose and powers from those set forth in this Agreement; (xi) cause the Trust to incur, assume or guaranty any indebtedness except as evidenced set forth in this Agreement; (xii) the initiation of any material claim or litigation by an officer’s certificate the Trust (except for claims or lawsuits brought in connection with the collection of Contracts or Dealer Loans;) or (xiii) the appointment, pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner Trustee of any of its obligations under the Indenture or any other Basic Document. (b) In addition, the Trust shall not commingle its assets with those of any other entity (except for as permitted by the Transaction Documents). The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from its own funds and shall not pay the indebtedness or operating expenses of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor to such effect, upon which Seller and its affiliates (c) The Trust and each Certificateholder shall comply with the following covenants: (i) Neither the Owner Trustee nor any Certificateholder shall cause the funds and other assets of the Trust to be commingled with those of any other individual, corporation, estate partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity (except for as permitted by the Transaction Documents). (ii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party, and neither the Trust nor any Certificateholder shall act as agents for each other. The Trust shall not guarantee the indebtedness of or make loans to any other party or any Certificateholder. No Certificateholder may conclusively relyguarantee the indebtedness of or make loans to the Trust or hold itself out as being liable for the debts of the Trust. (iii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust (A) to act other than solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in the Trust name, (C) to conduct its business other than so as not to mislead others as to the identity of the entity with which they are conducting business; and no Certificateholder will be involved in the day-to-day management of the Trust. (iv) The Owner Trustee shall maintain on behalf of the Trust all statutory trust records required by the Statutory Trust Act and neither the Owner Trustee nor any Certificateholder shall cause the Trust to commingle its statutory trust records and books of account with the corporate records and books of account maintained by any Certificateholder or the Owner Trustee on behalf of the Trust shall reflect the separate existence of the Trust. The books of the Trust may be kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Owner Trustee with notice to the Class A Insurer. The Trust’s books and records relating to the Trust Property shall be maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant to Section 4.06 of the Sale and Servicing Agreement. (v) The Trust shall take such formalities as may be necessary to authorize all of its actions as may be required by law. (vi) The Owner Trustee shall cause the Trust to (1) conduct its business in an office separate from that of each Certificateholder, (2) maintain stationery, if any, separate from that of each Certificateholder, (3) except as expressly set forth herein, to pay its indebtedness, operating expenses, and liabilities from its own funds, and not to pay the indebtedness, operating expenses and liabilities of any other entity, (4) observe all statutory formalities under the Statutory Trust Act, and (5) keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware until dissolved in accordance with the Basic Documents. (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties thereto with respect to the creation, operation and termination of the Trust. (e) The Owner Trustee shall not have the power, except upon the direction of the Class A Insurer and the Certificateholders, and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust. (f) The Owner Trustee shall notify the Seller, the Servicer, the Class A Insurer and the Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral Agent or Certificate Registrar or Indenture Trustee within five Business Days after of its receipt of notice thereof.

Prior Notice to Holders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders Certificateholders, the Indenture Trustee and the Insurer in writing of the proposed action and no Certificateholder (i) the Insurer shall have consented in writing thereto and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has Certificateholders have withheld consent or or, with the written consent of the Insurer, provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holders); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is requiredOperative Document; (c) the amendment of appointment pursuant to the Indenture by of a supplemental indenture in circumstances where successor Note Registrar, Paying Agent or Indenture Trustee or, pursuant to this Trust Agreement, of a successor Certificate Registrar or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Trust Agreement, as applicable; (d) the consent to the calling or waiver of any Noteholder is not required, unless default under any Operative Document; (e) the Owner Trustee shall have received an officer’s certificate of the Depositor consent to the effect that such amendment will not materially adversely affect assignment by the interests Indenture Trustee or Servicer of their respective obligations under any Operative Document; (f) confess a judgment against the Certificateholders, upon which Trust; (g) possess Trust assets or assign the Owner Trustee may conclusively relyTrust's right to property for other than a Trust purpose; (h) cause the Trust to lend any funds to any entity; or (di) except pursuant to Section 12.1(b) of change the Sale Trust's purpose and Servicing powers from those enumerated in this Trust Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders (as evidenced by an officer’s certificate of the Depositor to such effect, upon which the Owner Trustee may conclusively rely). The Owner Trustee shall notify the Certificateholders and the Insurer in writing of any appointment of a successor Note Registrar, or Certificate Registrar or Indenture Trustee within five Business Days after receipt thereof. In addition, the Owner Trustee shall not (i) cause the Trust to merge or consolidate with or into any other entity, or convey or transfer all or substantially all of notice thereofthe Trust's assets to any other entity; (ii) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Trust Agreement or (iii) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part.