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EXHIBIT 10(d)10
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EXHIBIT 10(d)10
PURCHASE PROGRAM AGREEMENT
RECITALS
Dealor Lot Number
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RECITALS
WHEREAS, Credit Acceptance Corporation ("Credit Acceptance") is an
indirect
consumer finance company that accepts assignment of Contracts;
WHEREAS
____________________________________________________________(hereinafter
"Dealer") is a automobile dealership licensed to sell motor
vehicles and/or
light trucks to consumers at the sales location stated at the end
of this
Agreement. As part of the Dealer's business it regularly sells
vehicles to
consumers on credit.
WHEREAS, Dealer desires to sell Contracts to Credit Acceptance
under the terms
and conditions of this Agreement.
WHEREAS, Credit Acceptance agrees to purchase Contracts submitted
in accordance
with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
in this
Agreement, the parties agree as follows
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless
otherwise stated, shall have the following meanings:
"ACTUAL CASH VALUE" means the net cash value, with no over
allowance, of the
vehicle traded in by Obligor as Down Payment towards the purchase
of a Financed
Vehicle.
"AGREEMENT" means this Purchase Program Agreement whereby Dealer
can sell
Contracts to Credit Acceptance.
"CAPS" refers to any Internet based credit approval processing
system that
Credit Acceptance may make available to Dealer.
"CONFIDENTIAL INFORMATION" means all confidential and/or secret
information
concerning Credit Acceptance including, but not limited to, this
Agreement, the
Program, Credit Acceptance Property, Documentation, customer lists,
dealer
lists, obligor personal identifiable information, and all
information developed
by and/or for Credit Acceptance and/or its affiliates, whether now
owned or
hereafter obtained, concerning plans, marketing and sales methods,
information
systems and Internet processes (including CAPS), customer
relationships,
materials, and procedures utilized by Credit Acceptance and/or its
affiliates,
business forms, costs, prices, suppliers, information concerning
past, present
or future contractors, representatives and past, present and/or
future customers
of Credit Acceptance and/or its affiliates, plans for development
of new or
existing products, services and expansion into new areas or
markets, internal
operations and any variations, trade secrets, proprietary
information and other
confidential information of any type together with all written,
graphic, video
and other materials relating to all or any part of the same.
Confidential
Information shall not include any information (a) which has been
published or
became part of the public domain other than by acts or omissions of
the Dealer
in violation of this Agreement, (b) was in the possession of the
Dealer at the
time of disclosure to Credit Acceptance, (c) was received by Dealer
from a third
party who had a lawful right to disclose such information, (d) was
independently
developed by Dealer, or (e) is required by applicable law, rule,
regulation or
order to be disclosed to a third party. To the extent that the
Dealer is
compelled to disclose Confidential Information to a third party, it
agrees to
provide Credit Acceptance reasonable notice of the pending
disclosure so that
Credit Acceptance can take any action it deems necessary and
appropriate with
respect to the disclosure.
"CONTRACT" means a retail installment or conditional sales
contract, promissory
note, and security agreement that evidence an Obligors agreement to
purchase a
Financed Vehicle over time.
"CONTRACT FILES" means all writings, including, but not limited to,
an executed
copy of the Contract, credit application, privacy disclosure,
discount
disclosure and all documents used to establish Obligor's proof of
residency,
proof of employment or proof of insurance; and all other documents
required by
Credit Acceptance relating to the sale, purchase and financing of a
Financed
Vehicle.
"CREDIT ACCEPTANCE PROPERTY" means all tangible and intangible
property owned by
Credit Acceptance, including, but not limited to Company names,
trademarks and
copyrighted material including names, logos, slogans and service
marks,
Documentation, signs, brochures, posters or other tangible or
intangible
property relating to the Program, whether registered or
unregistered. CREDIT
ACCEPTANCE WE CHANGE LIVES! (and Design); WE CHANGE LIVES!; the
Check Box
Design; and ASK OTTO (and Design) are registered service marks
owned by Credit
Acceptance Corporation. ASK ABOUT OUR GUARANTEED CREDIT APPROVAL
(and Design),
and OTTO (and Design) marks, are trademarks or service marks owned
by Credit
Acceptance Corporation.
"DOCUMENTATION" means all operational and procedural literature
created and
offered by Credit Acceptance that relates to or affects the
Program, (including
all CAPS screen shots and other CAPS content) and shall include all
updates, new
releases, improvements or derivative works provided to Dealer from
time to time.
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
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EXHIBIT 10(d)10
"DOWN PAYMENT" means the amount of "cash" plus the Actual Cash
Value of any
"trade" paid by an Obligor with respect to the purchase of a
Financed Vehicle.
"EFFECTIVE DATE" means the execution date of this Agreement as
written on the
signature page hereof.
"FINANCED VEHICLE" means an automobile or light truck, together
with all
accessions thereto, securing an Obligor's indebtedness under a
Contract.
"OBLIGOR" means the purchaser or the co-purchaser of a Financed
Vehicle or any
other Person who owes payments under the Contract.
"PROGRAM" means the financing program offered by Credit Acceptance
to Dealers
whereby Dealers can offer financing to consumers with limited
access to credit.
"PURCHASED CONTRACT" means a Contract that Credit Acceptance has
purchased from
Dealer in accordance with the terms and conditions of this
Agreement.
"PURCHASE PRICE" means the amount of money that Credit Acceptance
will pay for a
Contract from time to time.
"QUALIFYING CONTRACT" means a Contract that meets the following
specifications:
(i) it has not been rescinded; is not in default; is owned by
Dealer free and
clear of all liens, claims, options, encumbrances and security
interests (other
than the security interest in favor of Credit Acceptance) and is in
all other
respects to the best of the Dealer's knowledge a valid, binding and
enforceable
obligation of the Obligor at the time the Contract is to be
assigned to Credit
Acceptance;
(ii) it complied at the time it was originated or made, and is
currently in
compliance in all respects, with all requirements of applicable
federal, state
and local laws and regulations thereunder, including, usury laws,
the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
Credit Billing
Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the
Federal Trade Commission Act, the Magnuson - Moss Warranty Act,
Gramm-Leach-Bliley Act, Title V, The Patriot Act, Federal Reserve
Board
Regulations B, M and Z, state adaptations of the National Consumer
Act, the
Uniform Commercial Code and of the Uniform Consumer Credit Code and
any other
consumer credit or equal opportunity disclosure;
(iii) that the Dealer has used its best efforts to make certain
that the
identity of the Obligor is accurate;
(iv) Dealer has taken all the steps required by law to enable the
Obligor to
register and title the Financed Vehicle in his/her name, and has
taken all the
steps necessary to insure that Credit Acceptance has a first and
prior perfected
security interest in the Financed Vehicle securing the performance
of the
Obligor under the Contract;
(v) Dealer verified at delivery the Financed Vehicle was adequately
insured with
a policy or policies covering damages, destruction, and theft and
such policies
name Credit Acceptance as a loss payee;
(vi) Dealer has delivered the motor vehicle and the motor vehicle
satisfied all
warranties, express or implied, made to the Obligor; and
(vii) all amounts to be paid by the Obligor at the time of closing
have in fact
been paid and the Down Payment disclosed on the credit application
and Contract
are consistent and the Down Payment is made in accordance with
Section 4.01 (a)
of this Agreement.
(viii) Dealer has not made any charge, including documentary or
processing
charges, which Dealer does not make in a cash transaction other
than amounts
disclosed as finance charges, insurance and filing fees or other
costs paid to
public officials to perfect Credit Acceptance's lien in a Financed
Vehicle.
ARTICLE II
SUBMISSION OF CONTRACTS
2.01 PROCEDURES
(a) Dealer may submit Contracts to Credit Acceptance for purchase
under the
terms of this Agreement. Submission of such a Contract to Credit
Acceptance
constitutes a representation and warranty by Dealer that such
Contract complies
with the terms and conditions of this Agreement. Dealer
acknowledges that Credit
Acceptance in under no obligation to purchase any Contract at any
time and may
discontinue purchasing Contracts at any time at Credit Acceptance's
sole
discretion.
(b) If Credit Acceptance issues an approval number with respect to
a Contract,
Dealer shall deliver the Contract Files to Credit Acceptance and
assign such
Contract and Dealer's security interest in the Financed Vehicle to
Credit
Acceptance. Upon the request of Credit Acceptance, Dealer will
furnish Credit
Acceptance with any additional powers of attorney and other
documents that
Credit Acceptance deems necessary or appropriate to enable Credit
Acceptance to
further perfect its interests in a Purchased Contract or Financed
Vehicle.
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
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EXHIBIT 10(d)10
Absent Default as set forth in Article V, the assignment is without
recourse to
the general assets of Dealer. Dealer is not a guarantor of a
Contract that has
been assigned to Credit Acceptance. As such, Dealer is not entitled
to receive
any statutory notices concerning Credit Acceptance's collection of
a Contract,
such as a post repossession notice (Uniform Commercial Code) or any
other
statutory notice.
(c) Credit Acceptance's issuance of an approval number shall not be
deemed to be
acceptance of a Contract for purchase hereunder. Acceptance of a
Contract shall
occur only at such time as Credit Acceptance receives and approves
the related
Contract Files and delivers the Purchase Price in accordance with
Article III of
this Agreement.
(d) If Credit Acceptance purchases a Contract it shall be deemed a
Purchased
Contract under this Agreement and property of Credit Acceptance.
Credit
Acceptance is hereby authorized and empowered to endorse Dealer's
name on any
payments made payable to Dealer provided that payment relates to a
Purchased
Contract. Credit Acceptance is also authorized to execute and
deliver, in Credit
Acceptance's own name, any and all instruments of satisfaction or
cancellation,
or of partial or full release or discharge, and all other
comparable
instruments, with respect to the Purchased Contract or to the
Financed Vehicles.
(e) Upon early termination of a Purchased Contract, Dealer
understands that the
Obligor may be entitled to a refund of an amount equal to the
unused portion of
any premium collected by Dealer or otherwise received by Dealer in
connection
with the sale of any ancillary product, including GAP products,
property
insurance, credit life and credit life accident and health
insurance, and
warranty or service contracts. Any refund will be calculated in
accordance with
the product policy or as required by applicable law. Dealer will
pay any refund
in its possession to Credit Acceptance or Obligor as directed by
Credit
Acceptance.
(f) Dealer understands that a factor in determining the Purchase
Price offered
by Credit Acceptance as set forth in Section 3.01 is, among other
things, the
historical collection performance of all Contracts ever assigned to
Credit
Acceptance under this Agreement, or any other agreement it has with
Credit
Acceptance. As such, Dealer is encouraged to monitor the collection
performance
of the Contracts and to communicate information to Credit
Acceptance, including
location information on Obligors, to the extent that Dealer
believes that the
information will assist Credit Acceptance in the collection of a
Purchased
Contract.
(g) If an Obligor makes any payments due under a Contract to Dealer
after the
Contract has been purchased by Credit Acceptance under this
Agreement, Dealer
will immediately notify Credit Acceptance that the payment was
received and
shall immediately forward the payment to Credit Acceptance.
ARTICLE III
PURCHASE PRICE
3.01 PURCHASE OF CONTRACTS
(a) If Credit Acceptance approves a Contract in accordance with the
provisions
of Section 2.01 of this Agreement, Credit Acceptance will pay the
Dealer the
Purchase Price, said Purchase Price determined by the applicable
funding program
in use and offered by Credit Acceptance to Dealer at the time the
Contract is
submitted to Credit Acceptance.
(b) Dealer acknowledges that the Purchase Price encompasses the
entire payment
it is to receive from Credit Acceptance for the purchase of a
Contract. Once
Credit Acceptance tenders the Purchase Price to Dealer, the
Contract shall
become a Purchased Contract and all the Dealers rights, title and
interests in
the Contract and the Financed Vehicle become the exclusive property
of Credit
Acceptance.
ARTICLE IV
DEALER REPRESENTATIONS
4.01 DEALER REPRESENTATIONS AND WARRANTIES
Dealer makes the following representations on which Credit
Acceptance is relying
in entering into this Agreement with Dealer, and each request by
Dealer to
Credit Acceptance to purchase a Contract under Agreement will act
as a
reaffirmation that each Contract is a Qualifying Contract and the
following
representations:
(a) DOWN PAYMENT. Dealer understands that the amount of Down
Payment paid by the
Obligor is an integral element of the Program and that Dealer must
not
misrepresent the amount of the Down Payment paid by the Obligor in
connection
with the purchase of a Financed Vehicle. To the extent that Dealer
accepts a
vehicle in trade towards, in whole or in part, the Obligor's Down
Payment,
Dealer agrees to apply only the Actual Cash Value of that vehicle
to the trade
in amount. Dealer agrees to disclose on credit applications any and
all rebates
and source of Down Payment, if known by Dealer. Dealer warrants not
to purc
