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Exhibit 4(f)(99)
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT, dated as of October 29, 2007 (the Agreement), is made
between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation (CAC) and CREDIT ACCEPTANCE
FUNDING LLC 2007-2, a Delaware limited liability company (Funding).
Funding desires to acquire from time to time certain Dealer Loans and related rights and
collateral, including certain of CACs rights in the Dealer Agreements related thereto, all of the
related Contracts, and the Collections (other than Dealer Collections) derived therefrom during the
full term of this Agreement, and CAC desires to transfer, convey and assign from time to time such
Dealer Loans and related property to Funding upon the terms and conditions hereinafter set forth.
CAC has also agreed to service the Dealer Loans and related property to be transferred, conveyed
and assigned to Funding.
In consideration of the premises and the mutual agreements set forth herein, it is hereby
agreed by and between CAC and Funding as follows:
ARTICLE I
DEFINITIONS
DEFINITIONS
SECTION 1.1. Definitions. Capitalized terms used herein shall have the respective
meanings specified herein or, if not so specified, the respective meanings specified in, or
incorporated by reference into, the Sale and Servicing Agreement, and shall include in the singular
number the plural and in the plural number the singular:
Contributed Property means the Initial Contributed Property and the Subsequent
Contributed Property.
Initial Contributed Property means (i) the Dealer Loans listed on Exhibit A hereto
delivered to the Servicer, the Class A Insurer, the Backup Servicer and the Trust Collateral Agent
on the Closing Date and (ii) all Related Security with respect thereto.
Related Security means, with respect to any Dealer Loans, (i) all rights under the
Dealer Agreements related thereto other than the Excluded Dealer Agreement Rights, including CACs
right to service the Dealer Loans and the related Contracts and to receive the related servicing
fees and reimbursement of certain recovery and repossession expenses, in accordance with the terms
of the Dealer Agreements; (ii) Collections (other than Dealer Collections) after the applicable
Cut-off Date; (iii) a security interest in each Contract securing such Dealer Loan; (iv) all
records and documents relating to such Dealer Loans and the Contracts; (v) all security interests
purporting to secure payment of such Dealer Loans; (vi) all security interests purporting to secure
payment of each Contract (including a security interest in each Financed Vehicle); (vii) all
guarantees, insurance (including insurance insuring the priority or perfection of any Contract) or
other agreements or arrangements securing the Contracts; and (viii) all Proceeds of the foregoing.
For the avoidance of doubt, the term Related Security with respect to any Dealer Loan includes
all rights arising under such Dealer Loan which rights are attributable to advances made under such
Dealer Loan as the result of Contracts being added to the identifiable group of
Contracts to which such Dealer Loan relates after the date such Dealer Loan was sold, and not
otherwise included in Subsequent Contributed Property, including all such rights arising after the
last day of the last full Collection Period during the Revolving Period.
Sale and Servicing Agreement shall mean the Sale and Servicing Agreement dated as of
the Closing Date among CAC, Funding, Credit Acceptance Auto Dealer Loan Trust 2007-2, as the
Issuer, Wells Fargo Bank, National Association, as the Trust Collateral Agent, Indenture Trustee
and Backup Servicer.
Subsequent Contributed Property means, with respect to any Distribution Date, (i)
the Dealer Loans added to Exhibit A hereto as of such Distribution Date and (ii) all Related
Security with respect thereto.
SECTION 1.2. Other Terms. All accounting terms not specifically defined herein shall
be construed in accordance with GAAP. All terms used in Article 9 of the UCC, and not specifically
defined herein, are used herein as defined in such Article 9.
SECTION 1.3. Computation of Time Periods. Unless otherwise stated in this Agreement,
in the computation of a period of time from a specified date to a later specified date, the word
from means from and including and the words to and until each means to but excluding.
ARTICLE II
CONTRIBUTION AND SALE OF DEALER LOANS
CONTRIBUTION AND SALE OF DEALER LOANS
SECTION 2.1 Contribution and Sale of Dealer Loans. (a) In consideration of the
payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey,
assign, sell and transfer to Funding, without recourse, except as set forth herein, all of its
right, title and interest in and to the Initial Contributed Property.
(b) CAC hereby further agrees that on each Distribution Date during the Revolving Period, in
consideration of the payment described in Section 3.1 with respect to such Distribution Date, CAC
shall, and CAC does hereby agree to, contribute, convey, assign, sell and transfer to Funding,
without recourse, except as set forth in this Agreement, all of its right, title and interest in
and to the Subsequent Contributed Property with respect to such Distribution Date.
(c) CAC hereby further agrees that the above-described conveyances shall, without the need for
any further action on the part of CAC or Funding, include all rights arising after the end of the
Revolving Period under any Dealer Loan included in the Initial Contributed Property and Subsequent
Contributed Property which rights are attributable to advances made under such Dealer Loans as the
result of Contracts being added after the last day of the last full Collection Period during the
Revolving Period to the identifiable group of Contracts to which such Dealer Loan relates.
(d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an
assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other
Person in connection with the Dealer Loans or under any Contract, Dealer Agreement or other
agreement and instrument relating to the Dealer Loans.
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(e) In connection with any such foregoing conveyance, CAC agrees to record and file on or
prior to the Closing Date, at its own expense, a financing statement or statements with respect to
the Contributed Property conveyed by CAC hereunder meeting the requirements of applicable state law
in such manner and in such jurisdictions as are necessary to perfect the interests of Funding
created hereby, and to deliver either the originals of such financing statements or a file-stamped
copy of such financing statements or other evidence of such filings to Funding on the Closing Date.
(f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver
all instruments and documents and take all actions as may be necessary or as Funding may reasonably
request in order to perfect or protect the interest of Funding in the Dealer Loans and other
Contributed Property purchased hereunder or to enable Funding to exercise or enforce any of its
rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as
Funding shall request. To the fullest extent permitted by applicable law, Funding shall be
authorized and permitted to file continuation statements and amendments to financing statements and
assignments thereof to preserve and protect its right, title and interest in, to and under the
Contributed Property.
(g) It is the express intent of CAC and Funding that the conveyance of the Dealer Loans and
other Contributed Property by CAC to Funding pursuant to this Agreement be construed as an absolute
sale and contribution of such Dealer Loans and other Contributed Property by CAC to Funding.
Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a
security interest in the Dealer Loans and other Contributed Property by CAC to Funding in the
nature of a consensual lien securing an obligation. However, in the event that, notwithstanding
the express intent of the parties, the Dealer Loans and other Contributed Property are construed to
constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a
security agreement within the meaning of the UCC as enacted in the State of Michigan; and (ii) the
conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to
Funding, a security interest in, to and under all of CACs right, title and interest in, to and
under the Contributed Property, to secure the rights of Funding set forth in this Agreement or as
may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create such a security interest in the Dealer Loans and other Contributed
Property, such security interest would be a perfected security interest in favor of Funding under
applicable law and will be maintained as such throughout the term of this Agreement.
(h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date,
one or more computer files or microfiche lists containing true and complete lists of all Dealer
Agreements and Dealer Loans conveyed to Funding on the Closing Date, and all Contracts securing all
such Dealer Loans, identified by account number, dealer number and pool number. Such file or list
shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and
proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such
Exhibit A shall be supplemented and updated by lists delivered by CAC to Funding on each
Distribution Date in the Revolving Period describing all Contributed Property conveyed on each such
Distribution Date so that, on each such date, Funding will have an aggregate list and Exhibit A
that describes all Dealer Loans conveyed by CAC to Funding
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hereunder on or prior to said Distribution Date, and the related Dealer Agreements and all
Contracts securing all such Dealer Loans.
(i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its
internal non-consolidated financial statements and on its non-consolidated state tax returns as a
sale or other absolute transfer of the Dealer Loans from CAC to Funding, even though CAC will
reflect this transaction on its consolidated financial statements as an on-balance sheet item in
accordance with generally accepted accounting principles. CAC will present the data in its
consolidated financial statements with an accompanying footnote describing Fundings separate
existence and stating that such item is a financing secured by the Dealer Loans and is non-recourse
to CAC.
SECTION 2.2. Servicing of Dealer Loans. The servicing, administering and collection
of the Dealer Loans shall be conducted by the Servicer then authorized to act as such under the
Sale and Servicing Agreement.
ARTICLE III
CONSIDERATION AND PAYMENT
CONSIDERATION AND PAYMENT
SECTION 3.1. Consideration. The consideration for the Dealer Loans and other
Contributed Property conveyed on the Closing Date to Funding by CAC under this Agreement shall be
an amount equal to the net cash proceeds received by Funding arising out of its conveyance on the
Closing Date of Contributed Property to the Issuer under the Sale and Servicing Agreement, plus
100% of the sole membership interest in Funding. Thereafter, on each Distribution Date in the
Revolving Period, the consideration for the Dealer Loans and other Contributed Property conveyed on
such Distribution Date will be cash in the amount of the Aggregate Outstanding Net Eligible Loan
Balance of such Dealer Loans as of such Distribution Date. The Contributed Property shall be deemed
to have a value equal to the aggregate principal amount of the Dealer Loans sold and contributed by
CAC to Funding.
SECTION 3.2. Membership Interest. The membership interest of CAC in Funding shall
arise on the Closing Date. Such membership interest may not be sold or otherwise transferred by CAC
except as otherwise permitted in the Sale and Servicing Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES
SECTION 4.1. Representations and Warranties. CAC represents and warrants to Funding,
as of the Closing Date and each Distribution Date during the Revolving Period, that:
(a) Organization and Good Standing. CAC is duly organized and is validly existing as
a corporation in good standing under the laws of the State of Michigan, with power and authority to
own its properties and to conduct its business as such properties are currently owned and such
business is presently conducted, and has and had at all relevant times, full power, authority, and
legal right to acquire, own, sell, and service the Dealer Loans and the related Contracts, and to
perform its obligations under the Basic Documents.
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(b) Due Qualification. CAC is duly qualified to do business as a foreign corporation
in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in
which the ownership or lease of property or the conduct of its business, including the servicing of
the Dealer Loans and the related Contracts as required by this Agreement, requires such
qualifications except where such failure will not have a material adverse effect.
(c) Power and Authority. CAC has the power and authority to execute and deliver this
Agreement and the other Basic Documents to which it is a party and to carry out their respective
terms; and the execution, delivery, and performance of this Agreement and the other Basic Documents
to which it is a party have been duly authorized by CAC by all necessary corporate action.
(d) Valid Sale; Binding Obligations. This Agreement evidences a valid sale, transfer,
and assignment of the Contributed Property enforceable against creditors of and purchasers from
CAC; and this Agreement and the other Basic Documents to which CAC is a party constitute legal,
valid and binding obligations of CAC enforceable in accordance with their terms, subject to the
effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement
of creditors or secured creditors rights generally and to general principles of equity.
(e) No Violation. The consummation of the transactions contemplated by this Agreement
and the other Basic Documents to which it is a party and the fulfillment of the terms hereof and
thereof do not conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the Articles of Incorporation
or by-laws of CAC, or any indenture, agreement, or other instrument to which CAC is a party or by
which it is or may be bound; nor result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement (other than this Agreement), or
other instrument; or violate any law or, to the best of CACs knowledge, any order, rule, or
regulation applicable to CAC of any court or of any federal or state regulatory body,
administrative agency, or other governmental instrumentality having jurisdiction over CAC or its
properties.
(f) No Proceedings. There are no proceedings or investigations pending, or to CACs
best knowledge threatened, before any court, regulatory body, administrative agency, or other
governmental instrumentality having jurisdiction over CAC or its properties: A) asserting the
invalidity of this Agreement or any other Basic Document to which it is a party; B) seeking to
prevent the consummation of any of the transactions contemplated by this Agreement or any other
Basic Document to which it is a party; or C) seeking any determination or ruling that might
materially and adversely affect the performance by CAC of its obligations under, or the validity or
enforceability of, this Agreement, or any other Basic Document to which it is a party.
(g) Place of Business. The principal place of business and chief executive office of
CAC is in Southfield, Michigan, and the office where CAC keeps all of its Records is at the address
listed in Section 8.3, or such other locations notified to Funding and the Trust Collateral Agent
in accordance with this Agreement in jurisdictions where all action required by the terms of this
Agreement has been taken and completed.
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(h) Eligibility of Dealer Agreements. Each Dealer Agreement classified as an
Eligible Dealer Agreement (or included in any aggregation of balances of Eligible Dealer
Agreements) by CAC in any document or report delivered hereunder satisfied the requirements
contained in the definition of Eligible Dealer Agreement on the date so delivered.
(i) Eligibility of Dealer Loans. Each Dealer Loan classified as an Eligible Loan
(or included in any aggregation of balances of Eligible Loans) by CAC in any document or report
delivered hereunder satisfied the requirements contained in the definition of Eligible Loan on the
date so delivered.
(j) Eligibility of Contracts. Each Contract classified as an Eligible Contract (or
included in any aggregation of balances of Eligible Contracts) by CAC in any document or report
delivered hereunder satisfied the requirements contained in the definition of Eligible Contract on
the date so delivered.
(k) Accuracy of Information. All information with respect to the Dealer Loans and
other Contributed Property provided to Funding hereunder by CAC was true and correct in all
material respects as of the date such information was provided to Funding and did not omit to state
any material facts necessary to make the statements contained therein not misleading.
(l) No Liens. Each Dealer Loan and the other Contributed Property has been
transferred to Funding free and clear of any Lien of any Person, and in compliance, in all material
respects, with all Applicable Laws.
(m) No Consents. With respect to each Dealer Loan and the other Contributed Property,
all consents, licenses, approvals or authorizations of or registrations or declarations with any
Governmental Authority required to be obtained, effected or given by CAC, in connection with the
pledge of such Contributed Property to Funding have been duly obtained, effected or given and are
in full force and effect.
(n) Exhibit A. Exhibit A to this Agreement and each supplement or addendum thereto is
and will be an accurate and complete listing of all Dealer Loans and the related Dealer Agreements
and Contracts in all material respects on the date each such Dealer Loan was sold to Funding
hereunder, and the information contained therein is and will be true and correct in all material
respects as of such date.
(o) Adverse Selection. No selection procedure believed by CAC to be adverse to the
interests of Funding has been or will be used in selecting the Dealer Agreements, Dealer Loans or
Contracts.
(p) Contribution Agreement. This Contribution Agreement is the only agreement
pursuant to which Funding acquires Dealer Loans from CAC.
(q) Security Interest. CAC has granted a security interest (as defined in the UCC as
enacted in the State of Michigan) to Funding in the Contributed Property, which is enforceable in
accordance with Applicable Law upon the Closing Date. Upon the filing of UCC-1 financing
statements naming Funding as secured party and CAC as debtor, Funding shall have a first priority
perfected security interest in the Contributed Property. All filings (including, without
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limitation, UCC filings) as are necessary in any jurisdiction to perfect the interest of
Funding have been made.
(r) Credit Score. The weighted average (based on Contract principal balance) of the
Final Scores of each Contract Group is 665 or greater. A Contract Group is a group of Contracts
related to a group of Dealer Loans that becomes Contributed Property on the Closing Date or on a
particular Distribution Date during the Revolving Period.
(s) Use of Proceeds. No proceeds of any sale of Contributed Property will be used (i)
for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the
Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security
in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934,
as amended.
(t) Taxes. CAC has filed on or before their respective due dates, all tax returns
which are required to be filed in any jurisdiction or has obtained extensions for filing such tax
returns and has paid all taxes, assessments, fees and other governmental charges against CAC or any
of its properties, income or franchises, to the extent that such taxes have become due, other than
any taxes or assessments, the validity of which are being contested in good faith by appropriate
proceedings and with respect to which adequate provision has been made on the books of the Seller
as may be required by GAAP. To the best knowledge of CAC, all such tax returns were true and
correct in all material respects and CAC knows of any proposed material additional tax assessment
against it nor any basis therefor. Any taxes, assessments, fees and other governmental charges
payable by CAC in connection with the execution and delivery of the Basic Documents and the
issuance of the Class A Notes have been paid or shall have been paid at or prior to Closing Date.
(u) Consolidated Returns. CAC, the Seller and the Issuer are members of an affiliated
group within the meaning of Section 1504 of the Internal Revenue Code which will file a
consolidated federal income tax return at all times until the termination of the Basic Documents.
(v) ERISA. CAC is in compliance in all material respects with the Employee Retirement
Income Security Act of 1974, as amended.
(w) Compliance with Laws. CAC has complied in all material respects with all
applicable, laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to
which it may be subject.
(x) Material Adverse Change. Since December 31, 2006, no event has occurred that
would have a material adverse effect on (i) the financial condition or operations of CAC, (ii) the
ability of CAC to perform its obligations under the Basic Documents, or (ii) the collectibility of
the Dealer Loans generally or any material portion of the Dealer Loans.
(y) Solvency; Fraudulent Conveyance. CAC is solvent, is able to pay its debts as they
become due and will not be rendered insolvent by the transactions contemplated by the Basic
Documents and, after giving effect thereto, will not be left with an unreasonably small amount of
capital with which to engage in its business. CAC does not intend to incur, or
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believes that it has incurred, debts beyond its ability to pay such debts as they mature. CAC
does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation
proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official
to manage or control any of its assets. The amount of consideration being received by CAC upon the
sale or other absolute transfer of the Contributed Property to Funding constitutes reasonably
equivalent value and fair consideration for the Contributed Property. CAC is not transfering the
Contributed Prope






