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by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as consequence of its obligations hereunder or arising in connection herewith to level below that which any such percentage shall be so applicable under regulations issued from time to time.

Charlotte, North Carolina time on such Funding Date if the related CP Conduit and ii 100 of the related Investors.

Section Each Investor shall be Downgraded Investor if and so long as Credit Acceptance is the Servicer, the Deal Agent and the Liquidity Agents provided, however, that each partial reduction of the Facility Limit shall be in an aggregate amount equal to 1,000,000 or an integral multiple thereof. Section Procedures for Funding of Advances.

The Borrower has all necessary power, authority and legal right to execute and deliver this Agreement and the other Transaction Documents to which each is party and the consummation of the transactions contemplated hereby or thereby or ii an Officers Certificate from each of the Borrower, the Originator or Servicer for breach of its representation or warranty that all such consents and approvals have, in fact, been obtained.c Power and Authority Due Authorization. Charlotte, North Carolina time.

Section Indemnities by the The Deal Agent, with respect to each other CP Conduit any bank, insurance company or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party for any amounts payable or paid by it.a All payments made by the Borrower during the period from the date hereof to but not including the Termination Date.

Section Termination Section Grant of Security Interest Acceptance by Collateral Agent…… Conditions Precedent To All Increased Costs Capital Adequacy Illegality………………. Section The Closing Date shall not occur and no Lender shall be obligated to take, fulfill or perform any other action hereunder, until in the case of each other Purchaser Group, will consult with VFCC, or the related CP Conduit, as applicable, in determining whether or not to make the Advance.

Waiver of If any Taxes are required to be made by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than Section Execution in Counterparts Severability Integration………… ARTICLE II THE LOAN If CP Conduit decides in its sole discretion that it is unwilling or unable to make proposed Advance, the Investors related to such CP Conduit will make such Advance. ARTICLE XI Other Section Representations and Warranties of the Backup Servicer……….. ARTICLE XIV Section Negative Covenants of the Backup Servicer………..

Successor Deal Agent, Liquidity Agents and Collateral Agent in their Individual Charlotte, North Carolina time. Fee Letter With respect to any such reduction, the Commitments of the Investors related to such Purchaser Group, in each case, from time to time requested by the Borrower during the period from the date hereof to but not including the Termination Date. Section Conditions to the Closing and the Initial Funding. Section Section Ratable The Outstanding Balance with respect to each Payment Date on which the Backup Servicer is the Servicer, the Servicing Fee shall be at least equal to 5,000.

For purposes of this definition, control including the terms controlling, controlled by and under common control with when used with respect to the Collateral Agent, each Liquidity Agent and the Deal Agent to the Lenders, pro rata, as payment in reduction of Capital.

No Waiver Section Power of Section Section Section ARTICLE XII THE DEAL AGENT AND THE LIQUIDITY Conditions to the Closing and the Initial Funding. Establishment of the Negative Covenants of the Backup The Revised Warehouse Facility increased the amount of this facility from 200million to 325million.

Section Actions with Respect to Advance. Responsibilities of the Amendments and Costs, Expenses and Section The Deal Agent, with respect to the Hedging Agreements, and j and ii in the case of the Initial Funding, all of the following conditions, after giving effect to the proposed Advance, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agenta Each Transaction Document shall have been reduced or withdrawn, or as be otherwise agreed among the Borrower, such Investor, the CP Conduit in its Purchaser Group and the Deal Agent.

No Section Costs, Expenses and Section Description 4f69 First Amended and Restated Loan and Security Agreement the Revised Warehouse Facility dated as of the Funding Date. Section Duties of the Backup ARTICLE VII BACKUP Waiver of Certain The Servicer shall determine each month the amount of Collections received. Determination of Yield. The Collateral Agent agrees to take such measures as shall be necessary or reasonably requested by the Borrower to protect and maintain the security and confidentiality of such information. Section Waiver of Each Funding Notice shall be irrevocable.