CONTRIBUTION AGREEMENT

CONTRIBUTION AGREEMENT

     This CONTRIBUTION AGREEMENT, dated as of May 23, 2008 (the “ Agreement” ), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation (“ CAC ”) and CAC WAREHOUSE FUNDING III, LLC, a Delaware limited liability company (“ Funding ”).

     Funding desires to acquire from time to time certain Loans and related rights and collateral, including, but not limited to, certain of CAC’s rights in any related Dealer Agreements and Purchase Agreements, 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 Loans and related property to Funding upon the terms and conditions hereinafter set forth. CAC has also agreed to service the 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

     Section 1.1 Definitions . All 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 Loan and Security 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 Loans listed on Exhibit A hereto delivered to the Servicer, the Collateral Agent and the Backup Servicer on the Initial Funding Date and (ii) all Related Security with respect thereto.

     “ Initial Funding Date ” means date of the Initial Funding, May ___, 2008.

     “ Loan and Security Agreement ” shall mean the Loan and Security Agreement dated as of May 23, 2008, among Funding, CAC, the Investors named therein, the CP Entities named therein, Fifth Third Bank, Relationship Funding Company, LLC and Systems & Services Technologies, Inc., as amended, supplemented and otherwise modified from time to time.

     “ Related Security ” With respect to any Loan all of CAC’s interest in:

          (i) the Dealer Agreements (other than Excluded Dealer Agreement Rights, but including, without limitation, CAC’s rights to service the Loans and the related Contracts and receive the related collection fee and receive reimbursement of certain repossession and recovery expenses, in accordance with the terms of the Dealer Agreements) and Contracts securing payment of such Loan;

          (ii) all security interests or liens purporting to secure payment of such Loan, whether pursuant to such Loan, the related Dealer Agreement or otherwise, together with all financing statements signed by the related Obligor describing any collateral securing such Loan and all other property obtained upon foreclosure of any security interest securing payment of such Loan or any related Contract;

          (iii) all guarantees, insurance (including insurance insuring the priority of perfection of any lien) or other agreements or arrangements of any kind from time to time supporting or securing payment of each Contract whether pursuant to such Contract or otherwise; including any of the foregoing relating to any Contract securing payment of such Loan;

          (iv) all of CAC’s interests in all Records, documents and writing evidencing or related to such Loan;

          (v) all Collections (other than Dealer Collections), the Collection Account, the Reserve Account, and all amounts on deposit therein and investments thereof; and

          (vi) the Proceeds of each of the foregoing.

For the avoidance of doubt, the term “Related Security” with respect to any Dealer Loan includes all rights arising after the end of the Revolving Period under such Dealer Loan which rights are attributable to advances made under such Dealer Loan as the result of Dealer Loan Contracts being added after the last date of the last full Collection Period during the Revolving Period to the identifiable group of Dealer Loan Contracts to which such Loan relates.

     “ Subsequent Contributed Property ” means, with respect to the date of any Incremental Funding, (i) the Loans added to Exhibit A hereto as of the date of such Incremental Funding, 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 SERVICING OF LOANS

     Section 2.1 Contribution and Sale of Loans .

     (a) In consideration of the payments described in Section 3.1, effective as of the Initial Funding Date, CAC did and hereby does contribute, convey, assign, sell and transfer to

Funding without recourse, except as set forth herein, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Initial Contributed Property.

     (b) CAC hereby further agrees that on the date of each Incremental Funding, in consideration of the payment described in Section 3.1 with respect to the date of such Incremental Funding, 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, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Contributed Property on and as of the date of such Incremental Funding.

     (c) Except as specifically provided in this Agreement, the sale and purchase of Contributed Property under this Agreement shall be without recourse to CAC; it being understood that CAC shall be liable to Funding for all representations, warranties, covenants and indemnities made by CAC pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to CAC for the credit risk of the Obligors.

     (d) 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 or 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.

     (e) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding (or any of its assigns) or any other Secured Party under the Loan and Security Agreement of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans.

     (f) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Initial Funding 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 or before the Initial Funding Date.

     (g) 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 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 and is hereby 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.

     (h) It is the express intent of CAC and Funding that the conveyance of the Loans and other Contributed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and contribution of such 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 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 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 any other applicable jurisdiction; 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 CAC’s 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 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 and until the earlier of such time as Funding shall have received all Collections or CAC shall have purchased the Loans and other Contributed Property pursuant to a Clean-up Call.

     (i) In connection with such conveyance, CAC agrees to deliver to Funding on the Initial Funding Date, one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements and Loans conveyed to Funding on the Initial Funding Date, and all Contracts securing all such Loans, identified by, as applicable, 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 the date of each Incremental Funding in the Revolving Period describing all Contributed Property conveyed on the date of each such Incremental Funding so that, on each such date, Funding will have an aggregate list and Exhibit A that describes all Loans conveyed by CAC to Funding hereunder on or prior to said date of Incremental Funding, any related Dealer Agreements, the related Purchase Agreements and all Contracts securing all such Loans.

     (j) 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 or contribution of the 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 Funding’s separate existence and stating that such item is a financing secured by the Loans and is non-recourse to CAC.

     (k) Each of CAC and Funding represents and warrants as to itself that each remittance of amounts by CAC to Funding under this Agreement will have been (x) in payment of a debt incurred by Funding in the ordinary course of business or financial affairs of Funding and CAC and (y) made in the ordinary course of business or financial affairs of Funding and CAC.

     Section 2.2 Servicing of Loans . The servicing, administering and collection of the Loans shall be conducted by the Servicer then authorized to act as such under the Loan and Security Agreement.

ARTICLE III
CONSIDERATION AND PAYMENT

     Section 3.1 Consideration . The consideration for the Loans and other Contributed Property conveyed on the Initial Funding Date to Funding by CAC under this Agreement shall be an amount equal to (i) the net cash proceeds of each advance to Funding under the Loan and Security Agreement used by Funding to purchase the Loans and other Contributed Property conveyed on the Initial Funding Date, plus (ii) 100% of the sole membership interest in Funding. Thereafter, on the date of each Incremental Funding in the Revolving Period, the consideration for the Loans and other Contributed Property conveyed on the date of such Incremental Funding will be cash in the amount of (i) the Aggregate Outstanding Eligible Loan Net Balance of such Loans, plus (ii) 100% of the sole membership interest in Funding. The Contributed Property shall be deemed to have a fair value equal to the aggregate principal amount of the Loans sold and contributed by CAC to Funding.

     Section 3.2 Membership Interest . The membership interest of CAC in Funding shall arise on the Initial Funding Date. Such membership interest may not be sold or otherwise transferred by CAC except as otherwise permitted in the Loan and Security Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

     Section 4.1 Representations and Warranties . CAC represents and warrants to Funding, for the benefit of Funding and each of its successors and assigns, as of the Closing Date, the Initial Funding Date and the date of each Incremental Funding, 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 Loans and the related Contracts, and to perform its obligations under the Transaction Documents.

     (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 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; Due Authorization . CAC (i) has all necessary power, authority and legal right to: (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) carry out the terms of the Transaction Documents to which it is a party, and (C) transfer and contribute each Loan and all other Related Security on the terms and conditions herein provided and (ii) has duly authorized by all necessary action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the transfer and contribution of the Loans and all other Related Security on the terms and conditions herein provided. This Agreement and each other Transaction Document to which it is a party have been duly executed and delivered by it.

     (d)  Valid Sale; Binding Obligations . This Agreement evidences a valid sale, contribution, transfer, and assignment of the Contributed Property and this Agreement and the other Transaction 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 execution, delivery and consummation of the transactions contemplated by this Agreement and the other Transaction 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 CAC’s 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 CAC’s 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 Transaction 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 Transaction 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 Transaction Document to which it is a party.

     (g)  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 Transaction 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, nor does it believe 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 or 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 Property to Funding with any intent to hinder, delay or defraud any of its creditors.

     (h)  Bulk Sales . The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require compliance with any “bulk sales” act or similar law by CAC.

     (i)  Security Interest . As of the Initial Funding Date, 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 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 limitation, UCC filings) as are necessary in any jurisdiction to perfect the interest of Funding in the Contributed Property have been made.

     (j)  Contribution Agreement . This Contribution Agreement is the only agreement pursuant to which Funding purchases and or otherwise acquires Loans from CAC.

     (k)  Perfection . As of the Initial Funding Date, CAC will be the owner of all of the Loans and the other Contributed Property, free and clear of all Liens. On or prior to the date of each contribution of Loans and the other Contributed Property to Funding pursuant to this Agreement, all financing statements and other documents required to be recorded or filed in order to perfect and protect the ownership interest of Funding in and to the Loans and the other Contributed Property against all creditors of and purchasers from CAC will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

     (l)  Accuracy of Information . All information with respect to the Loans and other Contributed Property (and the transactions contemplated hereby and thereby) 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.

     (m)  Taxes . CAC has filed on or befo