Common use of Electronic Contracts Clause in Contracts

Electronic Contracts. Credit Acceptance will not transfer to the Borrower any Purchased Loan Contract constituting electronic chattel paper or any Dealer Loan secured by a Dealer Loan Contract constituting electronic chattel paper, in either case, unless and until all of the following conditions precedent have been satisfied: (i) Credit Acceptance shall have delivered to the Deal Agent at least 10 days prior written notice of the first such transfer, (ii) prior to the first such transfer, Credit Acceptance shall have delivered or caused to be delivered to the Collateral Agent, the Deal Agent and the Lender (x) an Opinion of Counsel in form and substance acceptable to the Deal Agent in its sole discretion (which may be a reasoned opinion as to what a court would hold) substantially to the effect that, assuming specific procedures are followed by Credit Acceptance, Credit Acceptance’s security interest (as defined in the UCC) in the Contracts constituting electronic chattel paper will be perfected by “control” and (y) Opinions of Counsel with respect to security interest matters in form and substance reasonably satisfactory to the Deal Agent substantially to the effect of the opinions with respect to security interest matters delivered on December 27, 2012 pursuant to Section 3.1 of this Agreement and (iii) Credit Acceptance shall have "control" of such electronic chattel paper within the meaning of Section 9-105 of the UCC. 2.8 Clauses (i), (iv)(B) and (v) appearing in Section 6.2(c) of the Agreement are hereby amended in their respective entirety and as so amended shall read as follows: (i) The Borrower, Deal Agent and Collateral Agent hereby revocably appoint Credit Acceptance as custodian (or if there has been a Successor Servicer appointed hereunder then such Successor Servicer shall be appointed as Custodian in accordance with Section 6.2(d)), and Credit Acceptance hereby accepts such appointment, to hold and maintain physical possession of the Contract Files and all Records (or with respect to any Contract constituting electronic chattel paper, to maintain "control" (within the meaning of Section 9-105 of the UCC) of the Authoritative Electronic Copy thereof) (in such capacity together with its successors in such capacity, the “Custodian”). The Contract Files and Records are to be delivered to the Custodian or its designated bailee by or on behalf of the Borrower, the Deal Agent and Collateral Agent within two (2) Business Days preceding the Funding Date or within 2 Business Days after each Addition Date, as the case may be, with respect to each Loan acquired on the Funding Date or Addition Date.

Electronic Contracts. Credit Acceptance will not transfer to If required by Bank, Borrower shall do the Borrower following: If the Authoritative Copy of any Purchased Loan Contract constituting Premium Finance Agreement is evidenced by an electronic chattel paper or any Dealer Loan secured by a Dealer Loan Contract constituting electronic chattel paper, in either case, unless and until all of the following conditions precedent have been satisfied: (i) Credit Acceptance shall have delivered to the Deal Agent at least 10 days prior written notice of the first such transfer, (ii) prior to the first such transfer, Credit Acceptance shall have delivered or caused to be delivered to the Collateral Agent, the Deal Agent and the Lender (x) an Opinion of Counsel in form and substance acceptable to the Deal Agent in its sole discretion (which may be a reasoned opinion as to what a court would hold) substantially to the effect that, assuming specific procedures are followed by Credit Acceptance, Credit Acceptance’s security interest Record (as defined in the UCCCode): (a) such electronic Record and the execution thereof is in compliance with the Contracts constituting applicable provisions of the Uniform Electronic Transactions Act (as, and if, adopted by relevant jurisdiction) and the federal Electronic Signatures in Global and National Commerce Act; (b) if such Premium Finance Agreement is initially an Electronic Contract, each of the parties to such Premium Finance Agreement agreed to conduct the transaction evidenced by such Premium Finance Agreement by electronic chattel paper will be perfected by “control” means; (c) if such Premium Finance Agreement is initially an Electronic Contract, Borrower or its electronic service provider utilizes security procedures designed to determine the Person to which such Premium Finance Agreement and the electronic signature thereof are attributable; (d) Borrower or its electronic service provider provides a mechanism for the prevention or correction of errors in such electronic Records; (e) if not converted to a tangible medium, such Premium Finance Agreement was created or converted, stored and assigned in such a manner that: (1) a single Authoritative Copy of such Premium Finance Agreement exists that is unique, identifiable and, except as otherwise provided in Section 9-105(b)(4), (5) and (y6) Opinions of Counsel the Code, unalterable, (2) the Authoritative Copy of such Premium Finance Agreement identifies Bank as the secured party or assignee of such Premium Finance Agreement, (3) the Authoritative Copy of such Chattel Premium Finance Agreement has been communicated to the Custodian with respect to security interest matters in form and substance reasonably satisfactory Electronic Contracts, to hold for the Deal Agent substantially to the effect benefit of Bank, (4) copies or revisions that add or change an identified assignee of the opinions Authoritative Copy of such Premium Finance Agreement can be made only with the consent of Bank, (5) each copy of the Authoritative Copy of such Premium Finance Agreement and any copy of a copy of such Premium Finance Agreement is readily identifiable as a copy that is not the Authoritative Copy of such Premium Finance Agreement, (6) any revision of the Authoritative Copy of such Premium Finance Agreement is readily identifiable as an authorized or unauthorized revision, (7) a copy of such Premium Finance Agreement is accessible to Bank; (f) if converted to a tangible medium, the Authoritative Copy of such Premium Finance Agreement has been delivered to Bank or the Custodian with respect to security interest matters delivered on December 27, 2012 pursuant to Section 3.1 of this Agreement and (iii) Credit Acceptance shall have "control" of such electronic chattel paper within the meaning of Section 9-105 of the UCC. 2.8 Clauses (i), (iv)(B) and (v) appearing in Section 6.2(c) of the Agreement are hereby amended in their respective entirety and as so amended shall read as follows: (i) The Borrower, Deal Agent and Collateral Agent hereby revocably appoint Credit Acceptance as custodian (or if there has been a Successor Servicer appointed hereunder then such Successor Servicer shall be appointed as Custodian in accordance with Section 6.2(d)), and Credit Acceptance hereby accepts such appointmenttangible collateral, to hold and maintain physical possession for the benefit of the Contract Files and all Records Bank; and (or with respect g) if converted from a tangible medium to any Contract constituting an electronic chattel paper, to maintain "control" (within the meaning of Section 9-105 of the UCC) of the Authoritative Electronic Copy thereof) (in such capacity together with its successors in such capacitymedium, the “Custodian”). The Contract Files Person generating such Premium Finance Agreement has deleted, destroyed or obliterated all paper documents and Records are to be delivered to the Custodian digital copies of tangible Premium Finance Agreement or its designated bailee by or on behalf of the Borrower, the Deal Agent and Collateral Agent within two (2) Business Days preceding the Funding Date or within 2 Business Days after each Addition Date, as the case may be, with respect to each Loan acquired on the Funding Date or Addition Datehas otherwise stamped all such related tangible Premium Finance Agreement indicating it is not an Authoritative Copy.

Electronic Contracts. Credit Acceptance will not transfer to the Borrower any Purchased Loan Contract constituting electronic chattel paper or any Dealer Loan secured by a Dealer Loan Contract constituting electronic chattel paper, in either case, unless and until all of the following conditions precedent have been satisfied: (i) Credit Acceptance shall have delivered to the Deal Agent at least 10 days prior written notice of the first such transfer, (ii) prior to the first such transfer, Credit Acceptance shall have delivered or caused to be delivered to the Collateral Agent, the Deal Agent and the Lender (x) an Opinion of Counsel in form and substance acceptable to the Deal Agent in its sole discretion (which may be a reasoned opinion as to what a court would hold) substantially to the effect that, assuming specific procedures are followed by Credit Acceptance, Credit Acceptance’s security interest (as defined in the UCC) in the Contracts constituting electronic chattel paper will be perfected by “control” and (y) Opinions of Counsel with respect to security interest matters in form and substance reasonably satisfactory to the Deal Agent substantially to the effect of the opinions with respect to security interest matters delivered on December 27, 2012 pursuant to Section 3.1 of this Agreement and (iii) Credit Acceptance shall have "control" of such electronic chattel paper within the meaning of Section 9-105 of the UCC. 2.8 . 2.14. Clauses (i), (iv)(B) and (v) appearing in Section 6.2(c) of the Agreement are hereby amended in their respective entirety and as so amended shall read as follows: (i) The Borrower, Deal Agent and Collateral Agent hereby revocably appoint Credit Acceptance as custodian (or if there has been a Successor Servicer appointed hereunder then such Successor Servicer shall be appointed act as Custodian in accordance with Section 6.2(d)custodian), and Credit Acceptance (or the Successor Servicer, if applicable) hereby accepts such appointment, to hold and maintain physical possession of the Contract Files and all Records (or with respect to any Contract constituting electronic chattel paper, to maintain "control" (within the meaning of Section 9-105 of the UCCfor UCC purposes) of the Authoritative Electronic Copy thereof) (in such capacity together with its successors in such capacity, the “Custodian”). The Contract Files and Records are to be delivered to the Custodian or its designated bailee by or on behalf of the Borrower, the Deal Agent and Collateral Agent within two (2) Business Days preceding the Funding Date or within 2 Business Days after each Addition Date, as the case may be, with respect to each Loan acquired on the Funding Date or Addition Date.