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EXHIBIT 4(f)(83)
INTERCREDITOR AGREEMENT
This Intercreditor Agreement (this "Agreement"), dated November 21,
2006,
is among Credit Acceptance Corporation ("CAC"), CAC Warehouse
Funding
Corporation II ("Warehouse Funding"), Credit Acceptance Funding LLC
2006-1
("Funding 2006-1"), Credit Acceptance Auto Dealer Loan Trust 2006-1
(the "2006-1
Trust"), Credit Acceptance Funding LLC 2006-2 ("Funding 2006-2"),
Credit
Acceptance Auto Dealer Loan Trust 2006-2 (the "2006-2 Trust"),
Wachovia Capital
Markets, LLC, as deal agent and collateral agent under the
Wachovia
Securitization Documents ("Wachovia"), The Bank of New York (as
successor-in-interest to the corporate trust business of JPMorgan
Chase Bank,
N.A.), as indenture trustee and trust collateral agent under the
2006-1
Securitization Documents (in either such capacity, the "2006-1
Trustee", as the
context requires), 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),
Comerica Bank, as
agent under the CAC Credit Facility Documents ("Comerica"), 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 H 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 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 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 and related assets (such Pools and
related assets
are referred to herein as the "Wachovia Pools").
D. CAC and the 2006-1 Trustee entered into a transaction as set
forth in
the 2006-1 Securitization Documents (the "2006-1 Securitization")
pursuant to
which the security interest with respect to certain specifically
identified
Pools and related assets was released by Comerica,
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CAC sold and contributed such Pools and related assets to its
wholly-owned
subsidiary, Funding 2006-1, which subsequently sold such Pools and
related
assets to the 2006-1 Trust, a trust the depositor of which is
Funding 2006-1,
and the 2006-1 Trust granted the 2006-1 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 "2006-1
Pools").
E. CAC and the 2006-2 Trustee are entering 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 is being (and during the revolving period
under the
2006-2 Securitization Documents will be) released by Comerica, CAC
is (and will
be) selling and contributing such Pools and related assets to its
wholly-owned
subsidiary, Funding 2006-2, which is subsequently selling (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 is granting 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").
F. Comerica retains a security interest in Pools and related assets
which
(i) have not been (and will not be) released, and a security
interest
encumbering such Pools and related assets has not been and will not
be granted
to Wachovia pursuant to the Wachovia Securitization, (ii) have not
been
released, and a security interest encumbering such Pools and
related assets has
not been granted to the 2006-1 Trustee, pursuant to the 2006-1
Securitization,
and (iii) are not being (and will not be) released, and a security
interest
encumbering such Pools and related assets is not being granted to
the 2006-2
Trustee, pursuant to the 2006-2 Securitization (such unreleased
Pools and
related assets are referred to herein as the "Comerica Pools").
G. 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 and such
set off rights
are authorized and permitted under the CAC Credit Facility
Documents, the
Wachovia Securitization Documents, the 2006-1 Securitization
Documents and the
2006-2 Securitization Documents.
H. 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 against the outstanding balance under any other Pool 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
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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 Pools,
the 2006-1 Pools or the 2006-2 Pools 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 Wachovia Pools 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 2006-1 Pools or the
2006-2 Pools (or
related Collections) or to any Back-end Dealer Payments and shall
not assert any
claim thereto.
(b) RELEASE BY THE 2006-1 TRUSTEE. The 2006-1 Trustee (i) releases
any and
all rights in and to any Collections with respect to the Comerica
Pools, the
Wachovia Pools, the 2006-2 Pools 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 2006-1 Pools and (ii) relinquishes all rights it has or
may have to
require CAC, individually or as servicer, any successor servicer,
Funding 2006-1
or the 2006-1 Trust to use Collections on its behalf contrary to
clause (b)(i).
The 2006-1 Trust agrees that the lien and security interest granted
to the
2006-1 Trustee pursuant to the 2006-1 Securitization Documents to
which it is a
party does not and shall not attach to any Comerica Pools, the
Wachovia Pools,
the 2006-2 Pools (or related Collections) or to any Back-end Dealer
Payments and
shall not assert any claim thereto.
(c) 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 Pools, the 2006-1 Pools 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 (c)(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 2006-1 Pools (or related Collections) or to any Back-end Dealer
Payments and
shall not assert any claim thereto.
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(d) RELEASE BY COMERICA. Comerica (i) releases any and all rights
in and to
any Collections with respect to the Wachovia Pools, the 2006-1
Pools and the
2006-2 Pools, other than amounts collected under the Wachovia
Pools, the 2006-1
Pools or the 2006-2 Pools which are owed to Dealers as Back-end
Dealer Payments
and which are subject to set off by CAC pursuant to the related
Dealer Agreement
and which have not been set off by CAC or by Comerica pursuant to
the CAC Credit
Facility Documents against amounts owing under the Wachovia Pools,
the 2006-1
Pools or the 2006-2 Pools and (ii) relinquishes all rights it has
or may have to
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