INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT

     This Intercreditor Agreement (this “ Agreement ”), dated May 23, 2008, is among Credit Acceptance Corporation (“ CAC ”), CAC Warehouse Funding Corporation II (“ Warehouse Funding ”), Credit Acceptance Funding LLC 2006-2 (“ Funding 2006-2 ”), Credit Acceptance Auto Dealer Loan Trust 2006-2 (the “ 2006-2 Trust ”), Credit Acceptance Funding LLC 2007-1 (“ Funding 2007-1 ”), Credit Acceptance Auto Dealer Loan Trust 2007-1 (the “ 2007-1 Trust ”), Credit Acceptance Funding LLC 2007-2 (“ Funding 2007-2 ”), Credit Acceptance Auto Dealer Loan Trust 2007-2 (the “ 2007-2 Trust ”), Credit Acceptance Funding LLC 2008-1 (“ Funding 2008-1 ”), Credit Acceptance Auto Loan Trust 2008-1 (the “ 2008-1 Trust ”), Wachovia Capital Markets, LLC, as deal agent and collateral agent under the Wachovia Securitization Documents (“ Wachovia ”), Deutsche Bank Trust Company Americas, as indenture trustee and trust collateral agent under the 2006-2 Securitization Documents (in either such capacity, the “ 2006-2 Trustee ”, as the context requires), Wells Fargo Bank, National Association, as indenture trustee and trust collateral agent under the 2007-1 Securitization Documents (in either such capacity, the “ 2007-1 Trustee ”, as the context requires), Wells Fargo Bank, National Association, as indenture trustee and trust collateral agent under the 2007-2 Securitization Documents (in either such capacity, the “ 2007-2 Trustee ”, as the context requires), Wells Fargo Bank, National Association, as indenture trustee and trust collateral agent under the 2008-1 Securitization Documents (in either such capacity, the “ 2008-1 Trustee ”, as the context requires), Comerica Bank, as agent under the CAC Credit Facility Documents (“ Comerica ”), CAC Warehouse Funding III, LLC (“Warehouse Funding III”), Fifth Third Bank, as agent under the Fifth Third Securities Documents (“Fifth Third’) and each other creditor who becomes a party hereto after the date hereof.

     Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Appendix A attached hereto and made part of this Agreement.

Background

     A. Pursuant to the terms of the various Dealer Agreements between CAC and the Dealers, Collections from a particular Pool are first used to pay certain collection costs, CAC’s servicing fee and to pay back the Pool’s Advance balance. After the Advance balance under such Pool has been reduced to zero, the Dealer to whom the Pool relates has a contractual right under the related Dealer Agreement to receive a portion of any further Collections with respect to the Pool (such portion of further Collections otherwise payable to the Dealer is referred to herein as “ Back-end Dealer Payments ”), subject to CAC’s right of offset as described in paragraph I below.

     B. CAC has granted a security interest in CAC’s rights with respect to its Pools (to the extent not released) and related assets generally under the CAC Credit Facility Documents to Comerica, as collateral agent for the banks which are parties thereto.

     C. CAC, Wachovia and certain other parties entered into a transaction as set forth in the Wachovia Securitization Documents (the “ Wachovia Securitization ”) pursuant to which the security interest with respect to certain specifically identified Pools, Purchased Loans and related assets was (and during the revolving period under the Wachovia Securitization Documents will be) released by Comerica, CAC contributed (and will contribute) such Pools, Purchased Loans

and related assets to its wholly-owned subsidiary, Warehouse Funding, and Warehouse Funding granted Wachovia, in its capacity as collateral agent, a security interest in Warehouse Funding’s rights to such Pools, Purchased Loans and related assets (such Pools, Purchased Loans and related assets are referred to herein as the “ Wachovia Loans ”).

     D. CAC and the 2006-2 Trustee entered into a transaction as set forth in the 2006-2 Securitization Documents (the “ 2006-2 Securitization ”) pursuant to which the security interest with respect to certain specifically identified Pools and related assets was (and during the revolving period under the 2006-2 Securitization Documents will be) released by Comerica, CAC sold and contributed (and will be selling and contributing) such Pools and related assets to its wholly-owned subsidiary, Funding 2006-2, which subsequently sold (and will sell) such Pools and related assets to the 2006-2 Trust, a trust the depositor of which is Funding 2006-2, and the 2006-2 Trust granted the 2006-2 Trustee a security interest in its right, title and interest in and to such Pools and related assets (such Pools and related assets are referred to herein as the “ 2006-2 Pools ”).

     E. CAC and the 2007-1 Trustee entered into a transaction as set forth in the 2007-1 Securitization Documents (the “ 2007-1 Securitization ”) pursuant to which the security interest with respect to certain specifically identified Pools and related assets was (and during the revolving period under the 2007-1 Securitization Documents will be) released by Comerica, CAC sold and contributed (and will be selling and contributing) such Pools and related assets to its wholly-owned subsidiary, Funding 2007-1, which subsequently sold (and will sell) such Pools and related assets to the 2007-1 Trust, a trust the depositor of which is Funding 2007-1, and the 2007-1 Trust granted the 2007-1 Trustee a security interest in its right, title and interest in and to such Pools and related assets (such Pools and related assets are referred to herein as the “ 2007-1 Pools ”).

     F. CAC and the 2007-2 Trustee entered into a transaction as set forth in the 2007-2 Securitization Documents (the “ 2007-2 Securitization ”) pursuant to which the security interest with respect to certain specifically identified Pools and related assets was (and during the revolving period under the 2007-2 Securitization Documents will be) released by Comerica, CAC sold and contributed such Pools and related assets to its wholly-owned subsidiary, Funding 2007-2, which subsequently sold such Pools and related assets to the 2007-2 Trust, a trust the depositor of which is Funding 2007-2, and the 2007-2 Trust granted the 2007-2 Trustee a security interest in its right, title and interest in and to such Pools and related assets (such Pools and related assets are referred to herein as the “ 2007-2 Pools ”).

     G. CAC and the 2008-1 Trustee entered into a transaction as set forth in the 2008-1 Securitization Documents (the “ 2008-1 Securitization ”) pursuant to which the security interest with respect to certain specifically identified Pools, Purchased Loans and related assets has been (and during the revolving period under the 2008-1 Securitization Documents will be) released by Comerica, CAC sold and contributed such Pools, Purchased Loans and related assets to its wholly-owned subsidiary, Funding 2008-1, which subsequently sold such Pools, Purchased Loans and related assets to the 2008-1 Trust, a trust the depositor of which is Funding 2008-1, and the 2008-1 Trust granted the 2008-1 Trustee a security interest in its right, title and interest in and to such Pools and related assets (such Pools, Purchased Loans and related assets are referred to herein as the “ 2008-1 Loans ”).

     H. CAC, Fifth Third and certain other parties are entering into a transaction as set forth in the Fifth Third Bank Securitization Documents (the “ Fifth Third Securitization ”) pursuant to which the security interest with respect to certain specifically identified Pools, Purchased Loans and related assets will be (and during the revolving period under the Fifth Third Securitization Documents will be) released by Comerica, CAC is selling and contributing (and will contribute) such Pools, Purchased Loans and related assets to its wholly-owned subsidiary, Warehouse Funding III, and Warehouse Funding III is granting Fifth Third, in its capacity as collateral agent, a security interest in Warehouse Funding III’s rights to such Pools, Purchased Loans and related assets (such Pools, Purchased Loans and related assets are referred to herein as the “ Fifth Third Loans ”).

     I. Comerica retains a security interest in Pools, Purchased Loans and related assets which (i) have not been (and will not be) released, and a security interest encumbering such Pools, Purchased Loans and related assets has not been (and will not be) granted to Wachovia pursuant to the Wachovia Securitization, (ii) have not been (and will not be) released, and a security interest encumbering such Pools, Purchased Loans and related assets has not been (and will not be) granted to the 2006-2 Trustee, pursuant to the 2006-2 Securitization, (iii) have not been (and will not be) released, and a security interest encumbering such Pools, Purchased Loans and related assets has not been (and will not be) granted to the 2007-1 Trustee, pursuant to the 2007-1 Securitization, (iv) have not been (and will not be) released, and a security interest encumbering such Pools, Purchased Loans and related assets has not been (and will not be) granted to the 2007-2 Trustee, pursuant to the 2007-2 Securitization, (v) have not been (and will not be) released, and a security interest encumbering such Pools, Purchased Loans and related assets has not been (and will not be) granted to the 2008-1 Trustee, pursuant to the 2008-1 Securitization, and (vi) are not being (and will not be) released, and a security interest encumbering such Pools, Purchased Loans and related assets is not being (and will not be) granted to Fifth Third Bank pursuant to the Fifth Third Securitization (such unreleased Pools, Purchased Loans and related assets are referred to herein as the “ Comerica Loans ”).

     J. The Dealer Agreements permit CAC and its assignees, under certain circumstances, to set off any Collections received with respect to any Pool of a Dealer against Advances under other Pools of that Dealer or Purchased Loans from the Dealer and such set off rights are authorized and permitted under the CAC Credit Facility Documents, the Wachovia Securitization Documents, the 2006-2 Securitization Documents, the 2007-1 Securitization Documents, the 2007-2 Securitization Documents, the 2008-1 Securitization Documents and the Fifth Third Securitization Documents.

     K. The parties hereto acknowledge that the rights of CAC or its assigns, pursuant to the Dealer Agreements, to set off Collections received with respect to a Pool, or Purchased Loans against the outstanding balance under any other Pool or Purchased Loans are not intended, and should not be permitted, to be used to prejudice the collateral position of any of the parties hereto, and therefore the exercise of such rights should be limited to Back-end Dealer Payments.

     In consideration of the mutual premises and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Agreements

     1.  Confirmation . Notwithstanding any statement or provision contained in the Financing Documents or otherwise to the contrary, and irrespective of the time, order or method of attachment or perfection of security interests granted pursuant to the Financing Documents, respectively, or the time or order of filing or recording of any financing statements, or other notices of security interests, liens or other interests granted pursuant to the Financing Documents, respectively, or the giving of or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests, and irrespective of anything contained in any filing or agreement to which any Creditor may now or hereafter be a party and irrespective of the ordinary rules for determining priority under the Uniform Commercial Code or under any other law governing the relative priorities of secured creditors, subject, however, to the terms and conditions of this Agreement:

     (a)  Release by Wachovia. Wachovia, as the collateral agent, (i) releases any and all rights in and to any Collections with respect to the Comerica Loans, the 2006-2 Pools, the 2007-1 Pools, the 2007-2 Pools, the 2008-1 Loans, the Fifth Third Loans or in any Back-end Dealer Payments; provided, that no release shall have been granted with respect to amounts collected under any Pools or Purchased Loans which are Back-end Dealer Payments that have been set off by CAC or by Comerica pursuant to the CAC Credit Facility Documents against amounts owing under the Wachovia Loans and (ii) relinquishes all rights it has or may have to require CAC, individually or as servicer, any successor servicer or Warehouse Funding to use Collections on its behalf contrary to clause (a)(i). Wachovia, as collateral agent, agrees that the lien and security interest granted to it pursuant to the Wachovia Securitization Documents does not and shall not attach to any Comerica Pools, the 2006-2 Pools, the 2007-1 Pools, the 2007-2 Pools, the 2008-1 Loans, the Fifth Third Loans (or related Collections) or to any Back-end Dealer Payments and shall not assert any claim thereto.

     (b)  Release by the 2006-2 Trustee. The 2006-2 Trustee (i) releases any and all rights in and to any Collections with respect to the Comerica Pools, the Wachovia Loans, the 2007-1 Pools, the 2007-2 Pools, the 2008-1 Loans, the Fifth Third Loans or in any Back-end Dealer Payments; provided, that no release shall have been granted with respect to amounts collected under any Pools which are Back-end Dealer Payments that have been set off by CAC or by Comerica pursuant to the CAC Credit Facility Documents against amounts owing under the 2006-2 Pools and (ii) relinquishes all rights it has or may have to require CAC, individually or as servicer, any successor servicer, Funding 2006-2 or the 2006-2 Trust to use Collections on its behalf contrary to clause (b)(i). The 2006-2 Trust agrees that the lien and security interest granted to the 2006-2 Trustee pursuant to the 2006-2 Securitization Documents to which it is a party does not and shall not attach to any Comerica Pools, the Wachovia Pools, the 2007-1 Pools, the 2007-2 Pools, the 2008-1 Loans or the Fifth Third Loans (or related Collections) or to any Back-end Dealer Payments and shall not assert any claim thereto.

     (c)  Release by the 2007-1 Trustee. The 2007-1 Trustee (i) releases any and all rights in and to any Collections with respect to the Comerica Loans, the Wachovia Loans, the 2006-2 Pools, the 2007-2 Pools, the 2008-1 Loans, the Fifth Third Loans or in any Back-end Dealer Payments; provided, that no release shall have been granted with respect to amounts collected under any Pools which are Back-end Dealer Payments that have been set off by CAC or by

Comerica pursuant to the CAC Credit Facility Documents against amounts owing under the 2007-1 Pools and (ii) relinquishes all rights it has or may have to require CAC, individually or as servicer, any successor servicer, Funding 2007-1 or the 2007-1 Trust to use Collections on its behalf contrary to clause (c)(i). The 2007-1 Trust agrees that the lien and security interest granted to the 2007-1 Trustee pursuant to the 2007-1 Securitization Documents to which it is a party does not and shall not attach to any Comerica Loans, the Wachovia Loans, the 2006-2 Pools, the 2007-2 Pools, the 2008-1 Loans or the Fifth Third Loans (or related Collections) or to any Back-end Dealer Payments and shall not assert any claim thereto.

     (d)  Release by the 2007-2 Trustee. The 2007-2 Trustee (i) releases any and all rights in and to any Collections with respect to the Comerica Loans, the Wachovia Loans, the 2006-2 Pools, the 2007-1 Pools, the 2008-1 Loans, the Fifth Third Loans or in any Back-end Dealer Payments; provided, that no release shall have been granted with respect to amounts collected under any Pools or Purchased Loans which are Back-end Dealer Payments that have been set off by CAC or by Comerica pursuant to the CAC Credit Facility Documents against amounts owing under the 2007-2 Pools and (ii) relinquishes all rights it has or may have to require CAC, individually or as servicer, any successor servicer, Funding 2007-2 or the 2007-2 Trust