Common use of Special Purpose Entity Clause in Contracts

Special Purpose Entity. (A) The capital of the Seller is adequate for the business and undertakings of the Seller. (B) Other than as provided in the Basic Documents, the Seller is not engaged in any business transactions with Credit Acceptance. (C) Other than in connection with the Basic Documents, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity. (D) At least two directors of the board of directors of the Seller shall be persons who (1) are not, and will not be, a director, officer, employee or holder of any equity securities of Credit Acceptance or any of its Affiliates or Subsidiaries; provided that each such person may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (E) Once identified as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds of any other Person, except for Dealer Collections and erroneous deposits. (F) The limited liability company agreement of the Seller requires it to maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its shareholders and board of directors.

Special Purpose Entity. (Ai) The capital of the Seller is adequate for the business and undertakings of the Seller. (Bii) Other than as provided in the Basic Documents, the Seller is not engaged in any business transactions with Credit Acceptance. (Ciii) Other than in connection with the Basic Documents, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity. (Div) At least two directors of the board of directors of the Seller shall be persons who (1) are not, and will not be, a director, officer, employee or holder of any equity securities of Credit Acceptance or any of its Affiliates or Subsidiaries; provided that each such person may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (Ev) Once identified as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds of any other Person, except for Dealer Collections and erroneous deposits. (Fvi) The limited liability company agreement of the Seller requires it to maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its shareholders and board of directors.

Special Purpose Entity. (A) The capital of the Seller is adequate for the business and undertakings of the Seller. (B) Other than as provided in the Basic Documents, the Seller is not engaged in any business transactions with Credit Acceptance. (C) Other than in connection with the Basic Documents, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity. (D) At least two directors of the board of directors of the Seller shall be persons who (1) are not, and will not be, a director, officer, employee or holder of any equity securities of Credit Acceptance or any of its Affiliates or Subsidiaries; provided that each such person may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (E) Once identified as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds of any other Person, except for Dealer Collections and erroneous deposits. (F) The limited liability company agreement of the Seller requires it to maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its shareholders and board of directors.. 66

Special Purpose Entity. (A) The capital of the Seller is adequate for the business and undertakings of the Seller. (B) Other than as provided in the Basic Documents, the Seller is not engaged in any business transactions with Credit Acceptance. (C) Other than in connection with the Basic Documents, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity. (D) At least two directors of the board of directors of the Seller shall be persons who (1) are not, and will not be, a director, officer, employee or holder of any equity securities of Credit Acceptance or any of its Affiliates or Subsidiaries; provided that each such person may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (E) Once identified as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds of any other Person, except for Dealer Collections and erroneous deposits. (F) The limited liability company agreement of the Seller requires it to maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its shareholders and board of directors.

Special Purpose Entity. Except as contemplated by the Facility Documents and the Associated Seller MRA and all Facility Documents (Aas defined in the Associated Seller MRA), Seller shall, and shall cause the REO Subsidiary to (i) The capital of own no assets, and not engage in any business, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) solely with respect to the Seller is adequate for and the business REO Subsidiary, maintain books and undertakings records separate from those of the Seller. all other Persons; (Biii) Other than as provided in the Basic Documents, solely with respect to the Seller is and the REO Subsidiary, maintain its bank accounts separate from each other Persons; (iv) not engaged in any business transactions commingle its assets with Credit Acceptance. (C) Other than in connection with the Basic Documents, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity. (D) At least two directors of the board of directors of the Seller shall be persons who (1) are not, and will not be, a director, officer, employee or holder of any equity securities of Credit Acceptance or any of its Affiliates or Subsidiaries; provided that each such person may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (E) Once identified as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds those of any other Person; (v) solely with respect to the Seller and the REO Subsidiary, pay its own debts and liabilities out of its own funds; (vi) solely with respect to the Seller and the REO Subsidiary, maintain financial statements separate and apart from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirement of Law; (vii) observe all organizational formalities and other applicable or customary formalities to preserve its existence; (viii) not engage in any business or activity other than as set forth in Seller’s organizational documents, the REO Subsidiary Agreement or the Asset Subsidiary Agreement, as applicable; (ix) not guarantee or become obligated for Dealer Collections the debts of any other Person or make any loans or advances to any other Person and erroneous deposits. (F) The limited liability company agreement shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates other than Seller’s ownership of the Seller requires it to maintain Asset Subsidiary Interests, the REO Subsidiary Interests and Participation Interests; (Ax) not acquire the direct or indirect obligations of, or securities issued by, its shareholders or any Affiliate; (xi) allocate fairly and reasonably any overhead for expenses that are shared with an Affiliate, including paying for the office space and services performed by any employee of any Affiliate; (xii) conduct business in its own name, promptly correct and complete minute books and records any known misunderstandings regarding its separate identity, hold all of accountits assets in its own name, and not identify itself as a division of any other Person; (Bxiii) minutes reserved; (xiv) not engage or suffer any change in ownership, winding-up, dissolve or liquidate in whole or in part except as otherwise provided in Seller’s organizational documents, the REO Subsidiary Agreement or the Asset Subsidiary Agreement, as applicable; (xv) not consolidate or merge, in whole or in part, with or into any other entity or sell, lease, assign, convey or otherwise transfer all or substantially all of its properties and assets to any Person; (xvi) not take any action that knowingly shall cause the Seller, the REO Subsidiary or the Asset Subsidiary to become insolvent; (xvii) solely with respect to the Seller and the REO Subsidiary, use separate stationary, invoices, and checks bearing its own name; (xviii) not incur or assume any Indebtedness; (xix) not hold out its credit as being available to satisfy the obligations of others; (xx) not make any loans or advances to any third party, and shall not acquire obligations or securities of its Affiliates; (xxi) solely with respect to the Seller and the REO Subsidiary, maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xxii) solely with respect to the Seller and the REO Subsidiary, file separate tax returns from those of each Person and entity except as may be required by law; (xxiii) solely with respect to the Seller and the REO Subsidiary, have an Independent Member; (xxiv) except as contemplated by this Agreement and the other Facility Documents not form, acquire or hold any Subsidiary or own any equity interest in any other entity other than the REO Subsidiary Interests, the Asset Subsidiary Interests and the Participation Interests, as applicable; (xxv) solely with respect to the Seller and the REO Subsidiary, maintain its assets in a manner that will not be costly or difficult to segregate ascertain or identify from those of any other Person; and (xxvi) shall not pledge its assets to secure the obligations of any other Person except pursuant to this Agreement and the Associated Seller MRA. Seller, the REO Subsidiary and each Asset Subsidiary shall not permit any modification or restructuring of Seller’s organizational documents, the REO Subsidiary Agreement or the Asset Subsidiary Agreement (including, without limitation, any changes in the cash flow with respect to the Seller’s organizational documents, the REO Subsidiary Agreement and the Asset Subsidiary Agreement) without the consent of the meetings and other proceedings of its shareholders and board of directorsBuyer.