LOAN AND SECURITY AGREEMENT

EXECUTION COPY

     

U.S. $50,000,000

LOAN AND SECURITY AGREEMENT

Dated as of May 23, 2008

Among

CAC WAREHOUSE FUNDING III, LLC

as the Borrower

CREDIT ACCEPTANCE CORPORATION
as the Servicer and Custodian

FIFTH THIRD BANK
as an Investor, the Deal Agent, the Collateral Agent, and as the Liquidity Agent for the
FIFTH THIRD PURCHASER GROUP

RELATIONSHIP FUNDING COMPANY, LLC
as a CP Entity and a Lender

and

SYSTEMS & SERVICES TECHNOLOGIES, INC.
as the Backup Servicer

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.1. Certain Defined Terms			1
Section 1.2. Other Terms			28
Section 1.3. Computation of Time Periods			28
Section 1.4. Interpretation			28
ARTICLE II THE LOAN FACILITY			29
Section 2.1. Funding of the Advance			29
Section 2.2. Grant of Security Interest; Acceptance by Collateral Agent			30
Section 2.3. Procedures for Funding of Advances			32
Section 2.4. Determination of Yield			33
Section 2.5. Reduction of the Facility Limit and a Purchaser Group Facility Limit; Repurchase			33
Section 2.6. Actions with Respect to Advance			34
Section 2.7. Settlement Procedures			34
Section 2.8. [Reserved.]			37
Section 2.9. Collections and Allocations			37
Section 2.10. Payments, Computations, Etc			37
Section 2.11. [Reserved.]			38
Section 2.12. Fees			38
Section 2.13. Increased Costs; Capital Adequacy; Illegality			38
Section 2.14. Taxes			40
Section 2.15. Assignment of the Contribution Agreement			41
Section 2.16. Servicer Clean-up Call			41
ARTICLE III CONDITIONS TO THE CLOSING AND EACH FUNDING			42
Section 3.1. Conditions to the Closing and the Initial Funding			42
Section 3.2. Conditions Precedent To All Fundings			43
Section 3.3. Conditions to Effectiveness of this Loan and Security Agreement			45
ARTICLE IV REPRESENTATIONS AND WARRANTIES			45
Section 4.1. Representations and Warranties of the Borrower			45

TABLE OF CONTENTS
(continued)

		Page
Section 4.2. Representations and Warranties of the Borrower Relating to the Loans and the Related Contracts			50
Section 4.3. Representations and Warranties of the Servicer			51
Section 4.4. Representations and Warranties of the Backup Servicer			52
Section 4.5. Breach of Representations and Warranties			53
ARTICLE V GENERAL COVENANTS			54
Section 5.1. Affirmative Covenants of the Borrower			54
Section 5.2. Negative Covenants of the Borrower			59
Section 5.3. Covenant of the Borrower Relating to the Hedging Agreement			63
Section 5.4. Affirmative Covenants of the Servicer			63
Section 5.5. Negative Covenants of the Servicer			66
Section 5.6. Negative Covenants of the Backup Servicer			67
ARTICLE VI ADMINISTRATION AND SERVICING OF CONTRACTS			67
Section 6.1. Servicing			67
Section 6.2. Duties of the Servicer and Custodian			68
Section 6.3. Rights After Designation of Successor Servicer			71
Section 6.4. Responsibilities of the Borrower			71
Section 6.5. Reports			72
Section 6.6. Additional Representations and Warranties of Credit Acceptance as Servicer			73
Section 6.7. Establishment of the Accounts			73
Section 6.8. Payment of Certain Expenses by Servicer			74
Section 6.9. Annual Independent Public Accountant’s Servicing Reports			74
Section 6.10. The Servicer Not to Resign			75
Section 6.11. Servicer Termination Events			75
Section 6.12. Appointment of Successor Servicer			76
Section 6.13. Responsibilities of the Borrower			77
Section 6.14. Segregated Payment Account			77
ARTICLE VII BACKUP SERVICER			77
Section 7.1. Designation of the Backup Servicer			78
Section 7.2. Duties of the Backup Servicer			78

TABLE OF CONTENTS
(continued)

		Page
Section 7.3. Backup Servicing Compensation			78
ARTICLE VIII [Reserved]			78
ARTICLE IX SECURITY INTEREST			78
Section 9.1. Security Agreement			78
Section 9.2. Release of Lien			78
Section 9.3. Further Assurances			79
Section 9.4. Remedies			79
Section 9.5. Waiver of Certain Laws			79
Section 9.6. Power of Attorney			79
ARTICLE X TERMINATION EVENTS			79
Section 10.1. Termination Events			79
Section 10.2. Remedies			82
ARTICLE XI INDEMNIFICATION			82
Section 11.1. Indemnities by the Borrower			82
Section 11.2. Indemnities by the Servicer			84
Section 11.3. After-Tax Basis			85
ARTICLE XII THE DEAL AGENT AND THE LIQUIDITY AGENTS			85
Section 12.1. Authorization and Action			85
Section 12.2. Delegation of Duties			86
Section 12.3. Exculpatory Provisions			87
Section 12.4. Reliance			88
Section 12.5. Non-Reliance on Deal Agent, Liquidity Agents, Collateral Agent and Other Lenders			89
Section 12.6. Reimbursement and Indemnification			89
Section 12.7. Deal Agent, Liquidity Agents and Collateral Agent in their Individual Capacities			89
Section 12.8. Successor Deal Agent, Liquidity Agents or Collateral Agent			90
ARTICLE XIII ASSIGNMENTS; PARTICIPATIONS			91
Section 13.1. Assignments and Participations			91
ARTICLE XIV MISCELLANEOUS			94
Section 14.1. Amendments and Waivers			94

TABLE OF CONTENTS
(continued)

		Page
Section 14.2. Notices, Etc			95
Section 14.3. Ratable Payments			95
Section 14.4. No Waiver; Remedies			95
Section 14.5. Binding Effect; Benefit of Agreement			95
Section 14.6. Term of this Agreement			95
Section 14.7. Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue			96
Section 14.8. Waiver of Jury Trial			96
Section 14.9. Costs, Expenses and Taxes			96
Section 14.10. No Proceedings			97
Section 14.11. Recourse Against Certain Parties			97
Section 14.12. Protection of Right, Title and Interest in Assets; Further Action Evidencing the Funding			98
Section 14.13. Confidentiality; Tax Treatment Disclosure			99
Section 14.14. Execution in Counterparts; Severability; Integration			100
Section 14.15. Waiver of Setoff			101

EXHIBITS

EXHIBIT A		Form of Funding Notice
EXHIBIT B		Form of Assignment and Acceptance
EXHIBIT C		Form of Monthly Report
EXHIBIT D		Form of Joinder
EXHIBIT E		Form of Hedging Agreement (including Schedule and Confirmation)
EXHIBIT F		Form of Officer’s Certificate
EXHIBIT G		Form of Release
EXHIBIT H		Form of Contribution Agreement
EXHIBIT I		Form of Variable Funding Note
EXHIBIT J-1		Form 1 of Dealer Agreement
EXHIBIT J-2		Form 2 of Dealer Agreement
EXHIBIT J-3		Form 3 of Dealer Agreement
EXHIBIT J-4		Form 4 of Dealer Agreement
EXHIBIT J-5		Form 5 of Dealer Agreement
EXHIBIT J-6		Form 6 of Dealer Agreement
EXHIBIT K		[Reserved]
EXHIBIT L		Forms of Contracts
EXHIBIT M		[Reserved]
EXHIBIT N		[Reserved]
EXHIBIT O		Form of Backup Servicing Agreement
EXHIBIT P		Form of Purchase Agreement

SCHEDULES

SCHEDULE I		Condition Precedent Documents
SCHEDULE II		Credit Guidelines
SCHEDULE III		Tradenames, Fictitious Names and “Doing Business As” Names
SCHEDULE IV		Location of Records and Contract Files
SCHEDULE V		Loan and Contract List
SCHEDULE VI		Collection Guidelines
SCHEDULE VII		Forecasted Collections
SCHEDULE VIII		Commitment Amount of Each Investor
SCHEDULE IX		List of Dealer Agreements and Pools
SCHEDULE X		Bank Holidays

     THIS LOAN AND SECURITY AGREEMENT (the “ Agreement ”) is made as of May 23, 2008, among:

     (1) CAC WAREHOUSE FUNDING III, LLC, a Delaware limited liability company (the “ Borrower ”);

     (2) CREDIT ACCEPTANCE CORPORATION, a Michigan corporation (“ Credit Acceptance ”, the “ Originator ”, the “ Servicer ” or the “ Custodian ”);

     (3) FIFTH THIRD BANK, an Ohio banking corporation (“ Fifth Third ”), as an investor for the Fifth Third Purchaser Group (an “ Investor ”), as deal agent (“ Deal Agent ”), as collateral agent (the “ Collateral Agent ”), and as the liquidity agent for the Fifth Third Purchaser Group (a “ Liquidity Agent ”);

     (4) RELATIONSHIP FUNDING COMPANY, LLC, a Delaware limited liability company (together with its successors and assigns “ RFC ”, a “ CP Entity ” or a “ Lender ”); and

     (5) SYSTEMS & SERVICES TECHNOLOGIES, INC., a Delaware corporation (the “ Backup Servicer ”).

     IT IS AGREED as follows:

ARTICLE I
DEFINITIONS

     Section 1.1. Certain Defined Terms .

          (a) Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.1 .

          (b) As used in this Agreement and its schedules, exhibits and other attachments, unless the context requires a different meaning, the following terms shall have the following meanings:

      Accrual Period : The period commencing on (and including) the Funding Date for the Initial Funding and ending on (but excluding) the initial Payment Date (May 27, 2008), and each succeeding period thereafter commencing on (and including) the immediately preceding Payment Date and ending on (but excluding) the next succeeding Payment Date (or in the case of the final such period, commencing on (and including) the immediately preceding Payment Date and ending on (but excluding) the Collection Date).

      Addition Date : (a) With respect to any open Pool, the date on which any additional Dealer Loans are added to such Pool and (b) with respect to any Purchased Loan, the date on which such Purchased Loan is contributed by Credit Acceptance to the Borrower pursuant to the Contribution Agreement.

      Additional Amount : Defined in Section 2.14(a) .

      Additional Cut-Off Date : Each date on and after which Collections on an Additional Loan are to be transferred to the Collateral.

      Additional Entity : Each commercial paper funded entity which satisfies the conditions set forth in the definition of “Eligible Assignee” and, except in the case of any RFC Affiliate, with the prior written consent of the Deal Agent (in its sole discretion), becomes party hereto by execution of a Joinder.

      Additional Loans : All Loans that become part of the Collateral after the Initial Funding.

      Adjusted Eurodollar Rate : For any Accrual Period, an interest rate per annum equal to the sum of 1.0% and a fraction, expressed as a percentage and rounded upwards (if necessary), to the nearest 1/100 of 1%, (i) the numerator of which is equal to the LIBOR Rate for such Accrual Period and (ii) the denominator of which is equal to 100% minus the Eurodollar Reserve Percentage for such Accrual Period.

      Additional Principal Payment Amount : With respect to any Payment Date during the Amortization Period, the lesser of: (i) Capital as of the immediately preceding Payment Date (after giving effect to all payments in reduction of principal on such Payment Date); and (ii) Collections remaining after distribution of amounts described in Section 2.7 (a)(i) through (vii) .

      Advance : As defined in Section 2.1 .

      Affected Party : Each of the Lenders, each Investor, each Liquidity Bank, any assignee or participant of any Lender, Investor or Liquidity Bank, Fifth Third, any successor to Fifth Third as Deal Agent, any sub-agent of the Deal Agent, and any successor to any Liquidity Agent.

      Affiliate : With respect to a Person, means any other Person that, directly or indirectly, controls, is controlled by or under common control with such Person, or is a director or officer of such Person. For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) when used with respect to any specified Person means the possession, direct or indirect, of the power to vote 5% or more of the voting securities of such Person or to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

      Agent’s Account : An account at Fifth Third in the name of the Deal Agent or at such other account as may be designated by the Deal Agent from time to time.

      Aggregate Outstanding Eligible Loan Balance : On any date of determination, the sum of the Outstanding Balances of all Eligible Loans on such day.

      Aggregate Outstanding Eligible Loan Net Balance : On any date of determination the Aggregate Outstanding Eligible Loan Balance less the related Loan Loss Reserves at the end of the most recent Collection Period.

      Aggregate Unpaids : At any time, an amount, equal to the sum of all accrued and unpaid Capital, Yield, Breakage Costs, Hedge Breakage Costs, fees, indemnities and all other amounts owed by the Borrower hereunder, under any Hedging Agreement (including, without limitation,

payments in respect of the termination of any such Hedging Agreement) or under any other Transaction Document or by the Borrower or any other Person under any fee letter (including, without limitation, the Fee Letter) delivered in connection with the transactions contemplated by this Agreement (whether due or accrued) and any unpaid fees due to the Backup Servicer, both before and after the Assumption Date.

      Alternative Rate : An interest rate per annum equal to the Adjusted Eurodollar Rate; provided , however , that the Alternative Rate shall be the Base Rate if a Eurodollar Disruption Event occurs.

      Amortization Event : The occurrence of any of the following events: (i) the Weighted Average Original Advance Rate exceeds 50.0%; (ii) a Reserve Advance is made, except if on the date of such Reserve Advance, the Capital is zero; or (iii) Collections are less than 85.0% of Forecasted Collections for any two (2) consecutive Collection Periods.

      Amortization Period : The period beginning on the earlier of (i) the occurrence of an Amortization Event, and (ii) the occurrence of the Termination Date, and ending on the Collection Date.

      Applicable Law : For any Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including, without limitation, usury laws, the Federal Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System), and applicable judgments, decrees, injunctions, writs, orders, or action of any Court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

      Assignment and Acceptance : An assignment and acceptance entered into by a CP Entity or an Investor and an Eligible Assignee, and accepted by the Deal Agent and the Liquidity Agent for the related Purchaser Group, in substantially the form of Exhibit B hereto.

      Assumption Date : Defined in the Backup Servicing Agreement.

      Available Funds : With respect to any Payment Date: (i) all amounts deposited in the Collection Account during the Collection Period (other than Dealer Collections and Repossession Expenses) that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs and investment earnings thereon; (ii) all Reserve Advances (which shall be applied in accordance with Section 2.7(c) hereof); (iii) all amounts paid by the Borrower pursuant to Section 4.5 hereof during or with respect to the prior Collection Period in respect of Ineligible Loans; (iv) amounts paid by the Borrower pursuant to Section 2.16 hereof; (v) all amounts paid under any Dealer Agreement; and (vi) any other funds on deposit in the Collection Account on such date (other than Dealer Collections and Repossession Expenses).

      Backup Servicer : SST.

      Backup Servicing Fee : The fee payable by the Borrower to the Backup Servicer pursuant to the Backup Servicing Agreement and Section 7.3 hereof.

      Bankruptcy Code : The United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time.

      Base Rate : On any date, a fluctuating interest rate per annum equal to the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus 2.0%.

      Benefit Plan : Any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the Borrower or any ERISA Affiliate of the Borrower is, or at any time during the immediately preceding six years was, an “employer” as defined in Section 3(5) of ERISA.

      Borrower : CAC Warehouse Funding Corporation III, LLC, a Delaware limited liability company.

      Borrowing Base : On any date of determination, the product of (i) the Aggregate Outstanding Eligible Loan Net Balance and (ii) the Net Advance Rate.

      Breakage Costs : Any amount or amounts as shall compensate any Lender for any loss, cost or expense incurred by such Lender (as determined by such Lender in such Lender’s sole discretion) as a result of a prepayment by the Borrower of Capital or Yield, the failure by the Borrower to draw or accept any requested funds on any applicable borrowing date, or the failure of any Payment Date with respect to any loan or advance hereunder to occur on the maturity date of the applicable source of funds, the proceeds of which were used to fund or maintain such loan or advance (or portion thereof).

      Bridge Loan Agreement : The Bridge Loan Agreement, dated as of the Closing Date, among RFC, Fifth Third, as agent and Bridge Loan Lender.

      Bridge Loan Lender : Fifth Third and its successors and permitted assigns.

      Business Day : Any day other than a Saturday or a Sunday or other day (a) on which banks are required or authorized to be closed in New York, New York or Delaware, (b) banks are required or authorized to be closed in Cincinnati, Ohio or Detroit, Michigan (which days are set forth in Schedule X hereto) and, if the Backup Servicer becomes the Servicer, Missouri (which days are set forth in Schedule X hereto), (c) that SIFMA recommends as a closed day for the United States bond market, and (d) if the term “Business Day” is used in connection with the determination of the LIBOR Rate, on which dealings in United States dollar deposits are carried on in the London interbank market.

      Capital : The amounts advanced to the Borrower by the Lenders pursuant to Section 2.1(a) and Section 2.3 , reduced from time to time by Collections distributed on account of such Capital pursuant to Section 2.7 ; provided , however , if such Capital shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Capital shall be increased by the amount of such rescinded or returned distribution, as though it had not been made.

      Capped Servicing Fee : With respect to any Collection Period when the Backup Servicer has become the Servicer, the greater of (x) an amount equal to the product of (i) 10.00% and (ii) Collections received during such Collection Period (exclusive of amounts received under any Hedging Agreement) and (y) $5,000.

      Carrying Costs : with respect to any Payment Date, the sum of amounts payable under Section 2.7(a)(v)(A)-(C) .

      Change-in-Control : Any of the following:

     (a) the creation or imposition of any Lien on any shares of membership interest of the Borrower;

     (b) the failure by Originator to own all of the issued and outstanding membership interest of the Borrower.

      Closing Date : May 23, 2008.

      Code : The Internal Revenue Code of 1986, as amended from time to time.

      Collateral : Defined in Section 2.2(a) .

      Collateral Agent : Fifth Third and its successors and permitted assigns.

      Collection Account : Defined in Section 6.7(a) .

      Collection Date : The date following the Termination Date on which the Aggregate Unpaids have been reduced to zero and indefeasibly paid in full.

      Collection Guidelines : With respect to Credit Acceptance, the policies and procedures of the Servicer, attached hereto as Schedule VI, relating to the collection of amounts due on contracts for the sale of automobiles and/or light-duty trucks, as in effect on the Cut-Off Date and as amended from time to time in accordance herewith and with the other Transaction Documents, and with respect to the Backup Servicer, as Successor Servicer, the servicing policies and procedures set forth in the Backup Servicing Agreement.

      Collection Period : Each calendar month, except in the case of the first Collection Period, the period beginning on the Cut-Off Date to and including the last day of the calendar month in which the Funding Date occurs.

      Collections : All payments (including Recoveries, credit-related insurance proceeds and proceeds of Related Security and so long as Credit Acceptance is the Servicer, excluding certain recovery and repossession expenses, in accordance with the terms of the Dealer Agreements) received by the Servicer, Credit Acceptance, the Borrower or any Successor Servicer on or after the Cut-Off Date in respect of the Loans in the form of cash, checks, wire transfers or other form of payment in accordance with the Loans and the Dealer Agreements and all net amounts received under any Hedging Agreement.

      Commercial Paper Notes : With respect to any CP Entity, on any day, any short-term notes issued by or on behalf of such CP Entity in the ordinary course of its financing business or obligations pursuant to interest rate basis swaps entered into in connection with the issuance of such short-term notes.

      Commitment : For each Investor, the commitment of such Investor to make Advances to the Borrower in an amount not to exceed the amount set forth opposite such Investor’s name on Schedule VIII to this Agreement or as set forth in the Joinder executed by such Investor, as the case may be.

      Commitment Termination Date : May 23, 2010, or such later date to which the Commitment Termination Date may be extended in accordance with the terms of Section 2.1(b) .

      Contract : Any Dealer Loan Contract or Purchased Loan Contract.

      Contract Files : With respect to each Contract, the fully executed original counterpart (for UCC purposes) of the Contract, either a copy of the application to the appropriate state authorities for a certificate of title with respect to the related financed vehicle or a standard assurance in the form commonly used in the industry relating to the provision of a certificate of title or other evidence of lien, all original instruments modifying the terms and conditions of such Contract and the original endorsements or assignments of such Contract.

      Contribution Agreement : The Contribution Agreement, dated as of the Effective Date, substantially in the form of Exhibit H hereto, between Credit Acceptance and the Borrower, as the same may be amended, restated, supplemented or otherwise modified from time to time.

      Contractual Obligation : With respect to any Person, means any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or is subject.

      CP Entity : RFC and any Additional Entity.

      CP Rate : (a) With respect to RFC, for any day during any Accrual Period, the per annum rate equivalent to the weighted average of the rates determined by RFC based upon a per annum money market equivalent rate which is payable by large issuers of A-1/P-1 commercial paper selected by RFC in respect of Commercial Paper Notes issued or outstanding from time to time during such Accrual Period (or portion thereof), such rate to be determined based on quotes from at least three nationally recognized dealers of such commercial paper selected by RFC and assumed issuance amounts and dates selected by RFC; provided , that if any component of such rate is a discount rate, RFC shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum; provided , further , that the CP Rate shall reflect and give effect to the commissions and charges of placement agents and dealers in respect of the issuance of such Commercial Paper Notes (it being understood that the CP Rate shall include rates that are a result of payments received after the time they are due), and (b) with respect to any other CP Entity, the rate identified as the “CP Rate” in the Joinder related to its Purchaser Group.

      Credit Acceptance : Credit Acceptance Corporation, a Michigan corporation, and its successors and permitted assigns.

      Credit Acceptance Payment Account : The clearinghouse account number xxxxxx5068 maintained by Credit Acceptance at Comerica Bank, or if the Backup Servicer has become the Successor Servicer or a Successor Servicer has been appointed hereunder, such other account specified by the Deal Agent, where payments received in respect of all loans and contracts are deposited or paid.

      Credit Agreement : The Fourth Amended and Restated Credit Agreement, dated as of February 7, 2006 among Credit Acceptance, Comerica Bank, as Administrative Agent and Collateral Agent and the banks signatory thereto, as amended by the First Amendment to Fourth Amended and Restated Loan Agreement dated September 20, 2006, the Second Amendment to Fourth Amended and Restated Loan Agreement dated January 19, 2007, and the Third Amendment to Fourth Amended and Restated Loan Agreement dated June 14, 2007, and the Fourth Amendment to Fourth Amended and Restated Loan Agreement dated January 25, 2008; provided , however , to the extent the Credit Agreement is amended or terminated after the Effective Date, references to the Credit Agreement shall refer to the Credit Agreement on the Effective Date unless otherwise consented to by the Deal Agent.

      Credit Guidelines : The policies and procedures of Credit Acceptance, relating to the extension of credit to automobile and light-duty truck dealers and consumers in respect of retail installment contracts for the sale of automobiles and/or light-duty trucks, including, without limitation, the policies and procedures for determining the creditworthiness of such dealers and consumers and, relating to this extension of credit to such dealers and consumers, the maintenance of installment sale contracts, as in effect on the Cut-Off Date and as amended from time to time in accordance herewith and with the other Transaction Documents, attached hereto as Schedule II.

      Custodian : Credit Acceptance, or any person appointed as Custodian pursuant to Section 6.2(d) .

      Cut-Off Date : With respect to the Initial Funding, March 31, 2008, and with respect to each Incremental Funding, the related Additional Cut-Off Date.

      Date of Processing : With respect to any transaction relating to a Loan or a Contract, the date on which such transaction is first recorded on the Servicer’s master servicing file (without regard to the effective date of such recordation).

      Deal Agent : Defined in the preamble of the Agreement.

      Dealer : Any new or used automobile and/or light-duty truck dealer who has entered into a Dealer Agreement or a Purchase Agreement with Credit Acceptance.

      Dealer Agreement : Each agreement between Credit Acceptance and any Dealer, in substantially the forms attached hereto as Exhibit J-1, Exhibit J-2, Exhibit J-3, Exhibit J-4, Exhibit J-5 and Exhibit J-6.

      Dealer Collections : Defined in Section 2.9(d) .

      Dealer Concentration Limit : At any time, an amount equal to, in the case of Dealer Loans made to any Dealer, 4.0% of the aggregate Net Loan Balance of such Dealer Loans, as of the end of the immediately preceding Collection Period .

      Dealer Loan : All amounts advanced by Credit Acceptance under a Dealer Agreement and payable from Collections, including servicing charges, insurance charges and service policies and all related finance charges, late charges, and all other fees and charges; provided, however, that the term “Dealer Loan” shall, for the purposes of this Agreement, include only those Dealer Loans identified from time to time on Schedule V hereto, as amended from time to time in accordance herewith, and/or any Funding Notice.

      Dealer Loan Contract : Each retail installment sales contract, in substantially one of the forms attached hereto as Exhibit L, relating to the sale of a used automobile or light-duty truck originated by a Dealer and in which Credit Acceptance shall have been granted a security interest and shall have acquired certain other rights under a related Dealer Agreement to secure the related dealer’s obligation to repay one or more related Dealer Loans.

      Defaulted Contract : A Contract shall be deemed a Defaulted Contract no later than the earlier of (i) the day all or any portion of any scheduled payment thereof becomes 90 days delinquent, based on the date the last payment thereon was received by the Servicer, (ii) the day on which an auction check is posted to the relevant account, (iii) the day that such Contract has been identified by the Servicer or the applicable Originator as uncollectible, and (iv) the day that such Contract, consistent with the Credit Guidelines and/or the Collection Guidelines, should be written off as uncollectible.

      Derivatives : Any exchange-traded or over-the-counter (i) forward, future, option, swap, cap, collar, floor or foreign exchange contract or any combination thereof, whether for physical delivery or cash settlement, relating to any interest rate, interest rate index, currency, currency exchange rate, currency exchange rate index, debt instrument, debt price, debt index, depository instrument, depository price, depository index, equity instrument, equity price, equity index, commodity, commodity price or commodity index, (ii) any similar transaction, contract, instrument, undertaking or security, or (iii) any transaction, contract, instrument, undertaking or security containing any of the foregoing.

      Determination Date : The fourth (4 ^th ) Business Day prior to the related Payment Date.

      Effective Date : The date this Loan and Security Agreement becomes effective, which shall be May 23, 2008.

      Eligible Assignee : With respect to any CP Entity: (i) with the prior written consent of the Deal Agent (in its sole discretion) (a) a Person whose Commercial Paper Notes have a short-term debt rating by two of the Rating Agencies of at least A-1 from S&P, P-1 from Moody’s and F1 from Fitch, or whose obligations under this Agreement are guaranteed by a Person whose short-term debt rating by two of the Rating Agencies is at least A-1 from S&P, P-1 from Moody’s and F1 from Fitch, or (b) such other Person satisfactory to such CP Entity, the Deal Agent and, if applicable, each of the Rating Agencies rating the Commercial Paper Notes of such CP Entity,

(ii) any Liquidity Bank or any Affiliate of a Liquidity Bank and (iii) any Affiliate of such CP Entity.

      Eligible Contract : Each Eligible Dealer Loan Contract and each Eligible Purchased Loan Contract.

      Eligible Dealer Agreement : Each Dealer Agreement:

     (a) which was originated by the Originator in compliance with all applicable requirements of law and which complies with all applicable requirements of law;

     (b) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Borrower, Credit Acceptance or by the Servicer in connection with the origination of such Dealer Agreement or the execution, delivery and performance by the Borrower, Credit Acceptance or by the Servicer of such Dealer Agreement have been duly obtained, effected or given and are in full force and effect;

     (c) (i) as to which at the time of the transfer of rights thereunder to the Collateral Agent and the Secured Parties, the Borrower will have good and marketable title thereto, free and clear of all Liens, and (ii) which does not contain any terms which would (or purport to) limit or restrict any of the transfers or assignments contemplated by the Transaction Documents (including, without limitation, transfer by the Originator to the Borrower and the collateral assignment by the Borrower to the Collateral Agent);

     (d) the Borrower’s rights under which have been the subject of a valid grant by the Borrower of a first priority perfected security interest in such rights and in the proceeds thereof in favor of the Collateral Agent;

     (e) which will at all times be the legal, valid and binding obligation of the Dealer party thereto (it being understood that recourse for such payment obligation shall be limited to the extent set forth in the Dealer Agreement), enforceable against such Dealer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);

     (f) which constitutes either a “general intangible” or “tangible chattel paper” under and as defined in Article 9 of the UCC;

     (g) which, at the time of the pledge of the rights thereunder to the Collateral Agent and the Secured Parties, no right thereunder has been waived or modified;

     (h) which is not subject to any right of rescission, setoff, counterclaim or other defense (including the defense of usury), other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general;

     (i) as to which Credit Acceptance and the Borrower have satisfied all obligations to be fulfilled at the time the rights thereunder are pledged to the Collateral Agent and the Secured Parties;

     (j) as to which the related Dealer has not asserted that such agreement is void or unenforceable;

     (k) as to which the related Dealer is not bankrupt or insolvent;

     (l) as to which the related Dealer is not an Affiliate of or an executive of Credit Acceptance or an Affiliate of Credit Acceptance;

     (m) as to which the related Dealer is located in the United States; and

     (n) as to which none of Credit Acceptance, the Servicer nor the Borrower has done anything to impair the rights of the Collateral Agent and Secured Parties therein.

      Eligible Dealer Loan Contract : Each Dealer Loan Contract which at the time of its pledge by the applicable Dealer to the Originator, satisfied the requirements for “Qualifying Receivable” set forth in the related Dealer Agreement.

      Eligible Dealer Loans : Each Dealer Loan, at the time of its transfer to the Borrower under the Contribution Agreement (or such other times as specifically provided for below):

     (a) which has arisen under a Dealer Agreement that, on the day the Dealer Loan was created, qualified as an Eligible Dealer Agreement;

     (b) which was created in compliance with all applicable requirements of law and pursuant to an Eligible Dealer Agreement which complies with all applicable requirements of law;

     (c) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Borrower or Originator, in connection with the creation of such Dealer Loan or the execution, delivery and performance by the Borrower or Originator, of the related Eligible Dealer Agreement have been duly obtained, effected or given and are in full force and effect;

     (d) as to which at the time of the pledge of such Dealer Loan to the Collateral Agent and the Secured Parties, the Borrower will have good and marketable title thereto, free and clear of all Liens;

     (e) as to which a valid first priority perfected ownership interest in such Dealer Loan, related security and in the Proceeds thereof has been sold or contributed by the Originator to the Borrower and a valid first priority perfected security interest in such Dealer Loan has been granted by the Borrower in favor of the Collateral Agent;

     (f) which will at all times be the legal, valid and binding payment obligation of the Obligor thereof (it being understood that recourse for such payment obligation shall be limited to the extent set forth in the Dealer Agreement), enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);

     (g) which constitutes a “general intangible” under and as defined in Article 9 of the UCC as in effect in the Relevant UCC State;

     (h) the financing of which with the proceeds of commercial paper would constitute a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act;

     (i) which is denominated and payable in United States dollars;

     (j) which, at the time of its pledge to the Collateral Agent and the Secured Parties, has not been waived or modified;

     (k) which is not subject to any right of rescission (subject to the rights of the related Dealer to repay the outstanding balance of the Dealer Loan and terminate the related Dealer Agreement), setoff, counterclaim or other defense (including the defense of usury), other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general;

     (l) as to which Credit Acceptance and the Borrower have satisfied all obligations to be fulfilled at the time it is pledged to the Collateral Agent and the Secured Parties;

     (m) as to which the related Dealer has not asserted that the related Dealer Agreement is void or unenforceable;

     (n) as to which the related Dealer is not bankrupt or insolvent;

     (o) as to which, at any time, none of Credit Acceptance, the Servicer nor the Borrower has done anything, other than actions permitted under the Collection Guidelines, to impair the rights of the Collateral Agent and the Secured Parties;

     (p) which, as of the end of the Collection Period immediately preceeding the applicable date of determination, was not an Overconcentration Loan; and

     (q) the proceeds of which were used to finance the purchases of new or used automobiles and/or light-duty trucks and related products.

      Eligible Loans : The Eligible Dealer Loans and Eligible Purchased Loans.

      Eligible Purchased Loan Contract : Each Purchased Loan Contract which at the time of its purchase from the applicable Dealer by the Originator, evidenced an Eligible Purchased Loan.

      Eligible Purchased Loans : Each Purchased Loan at the time of its transfer to the Borrower under the Contribution Agreement:

     (a) which has been originated in the United States by a Dealer or the Originator for the retail sale of a Financed Vehicle in the ordinary course of such Dealer’s business and is evidenced by a fully and properly executed Purchased Loan Contract of which there is only one original executed copy;

     (b) which creates a valid, subsisting, and enforceable first priority security interest for the benefit of the Originator in the Financed Vehicle, which security interest has been, in turn, assigned by the Originator to the Borrower, and by the Borrower to the Collateral Agent;

     (c) which contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security;

     (d) which provides for, in the event that such Purchased Loan is prepaid in full, a prepayment that fully pays the Outstanding Balance of such Purchased Loan (net of all rebates for the unused portion of any ancillary products and net of all unearned finance charges);

     (e) which was created in material compliance with all applicable requirements of law;

     (f) which will at all times be the legal, valid and binding payment obligation of the Obligor thereof, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);

     (g) which is not subject to any right of rescission, setoff, counterclaim or other defense (including the defense of usury), other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general;

     (h) the Obligor thereon is not the United States, any State or any agency, department, or instrumentality of the United States or any State;

     (i) the Obligor thereon is a natural person;

     (j) with respect to which, to the best of the Originator’s knowledge, no liens or claims have been filed for work, labor, materials, taxes or liens that arise out of operation of law relating to the applicable Financed Vehicle that are prior to, or equal with, the security interest in the Financed Vehicle granted by the related Purchased Loan Contract;

     (k) with respect to which, to the best of the Originator’s knowledge, there was no material misrepresentation by the Obligor thereon on such Obligor’s credit application;

     (l) which has not been originated in, and is not subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Purchased Loan under this Agreement or pursuant to the transfer of the related Purchased Loan Contract shall be unlawful, void or voidable;

     (m) which (i) constitutes either “tangible chattel paper” or a “payment intangible,” each as defined in the UCC in the Relevant UCC State and (ii) if “tangible chattel paper,” shall be maintained in its original “tangible” form, unless the Collateral Agent has consented in writing to such chattel paper being maintained in another form or medium;

     (n) the financing of which with the proceeds of commercial paper would constitute a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act;

     (o) which is payable in U.S. Dollars and the Obligor thereon is an individual who is a United States resident;

     (p) which satisfies in all material respects the requirements under the Credit Guidelines;

     (q) with respect to which the collection practices used with respect thereto have complied in all material respects with the Collection Guidelines;

     (r) with respect to which there are no proceedings pending, or to the best of the Originator’s knowledge, threatened, wherein the Obligor thereon or any governmental agency has alleged that such Purchased Loan is illegal or unenforceable;

     (s) with respect to which the Originator has duly fulfilled all obligations to be fulfilled on the lender’s part under or in connection with the origination, acquisition and assignment of such Purchased Loan, including, without limitation, giving any notices or consents necessary to effect the acquisition of such Purchased Loan by the Borrower, and has done nothing to impair the rights of the Borrower, or the Secured Parties in payments with respect thereto;

     (t) which was originated by the Originator or purchased by the Originator from a Dealer pursuant to a Purchase Agreement;

     (u) with respect to which the Dealer from whom the Originator purchased such Purchased Loan has not engaged in any conduct constituting fraud or misrepresentation with respect to such Purchased Loan;

     (v) with respect to which, at the time such Purchased Loan was originated the proceeds thereof were fully disbursed and there is no requirement for future advances thereunder, and all fees and expenses in connection with the origination of such Purchased Loan have been paid;

     (w) with respect to which Credit Acceptance holds the certificate of title or the application for a certificate of title for the related Financed Vehicles as of the date on which the related Purchased Loan Contract is transferred to the Borrower and will obtain within 180 days

of such date certificate of title with respect to such Financed Vehicle as to which Credit Acceptance holds only such application; and

     (x) with respect to which the related Purchased Loan Contract has not been extended or rewritten and is not subject to any forbearance, or any other modified payment plan other than in accordance with the Credit Guidelines.

      ERISA : The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

      ERISA Affiliate : (a) Any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower, or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower, any corporation described in clause (a) above or any trade or business described in clause (b) above.

      Eurocurrency Liabilities : Defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

      Eurodollar Disruption Event : The occurrence of any of the following: (a) a determination by a Lender that it would be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force of law) to obtain United States dollars in the London interbank market to make, fund or maintain the Funding, (b) the failure of one or more of the Reference Banks to furnish timely information for purposes of determining the Adjusted Eurodollar Rate, (c) a determination by a Lender that the rate at which deposits of United States dollars are being offered to such Lender in the London interbank market does not accurately reflect the cost to such Lender of making, funding or maintaining the Funding or (d) the inability of a Lender to obtain United States dollars in the London interbank market to make, fund or maintain the Advance.

      Eurodollar Reserve Percentage : Of any Reference Bank for any period, for Capital means the percentage applicable during such period (or, if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Reference Bank with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term of one month.

      Excess Reserve Amount : With respect to any Payment Date, the excess, if any, of the amount on deposit in the Reserve Account over the Required Reserve Account Amount.

      Excluded Dealer Agreement Rights : With respect to any Dealer Agreement, the rights of Credit Acceptance thereunder related to loans made to the related Dealer which are not Dealer Loans pledged by the Borrower to the Collateral Agent hereunder, including rights of set-off and rights of indemnification, related to such loans.

      Facility Fee : With respect to each Purchaser Group, defined in the Fee Letter related to such Purchaser Group.

      Facility Limit : $50,000,000; or as such amount may vary from time to time upon the written agreement of the Borrower, Credit Acceptance, the Deal Agent, the Liquidity Agents and the Lenders; provided , however , that on any date on or after the end of the Revolving Period with respect to all Purchaser Groups, the Facility Limit shall mean the aggregate outstanding Capital on such date.

      Federal Funds Rate : For any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the federal funds rates as quoted by Fifth Third and confirmed in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by Fifth Third (or, if such day is not a Business Day, for the next preceding Business Day), or, if, for any reason, such rate is not available on any day, the rate determined, in the sole opinion of Fifth Third, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. Cincinnati, Ohio time.

      Fee Letter : In the case of the Fifth Third Purchaser Group, the Fee Letter, dated as of the date hereof, between Fifth Third and the Borrower, or in the case of any other Purchaser Group, the date of the Joinder related to such Purchaser Group, among the Borrower, Credit Acceptance, the Deal Agent the related Liquidity Agent, as any such letter may be amended, modified, supplemented, restated or replaced from time to time.

      Fifth Third : As defined in the Preamble hereto.

      Fifth Third Purchaser Group : RFC and Fifth Third as Investor and Liquidity Agent.

      Final Score : Means the final output from the Originator’s proprietary credit scoring process, which, when divided by 1,000, represents the Originator’s expectations of the ultimate collection rate on a contract at inception.

      Financed Vehicle : With respect to a Contract, any new or used automobile, light-duty truck, minivan or sport utility vehicle, together with all accessories thereto, securing the related Obligor’s indebtedness thereunder.

      Fitch : Fitch, Inc., and any successor thereto.

      Forecasted Collections : The expected amount of Collections to be received with respect to the Aggregate Outstanding Eligible Loan Balance each month as determined by Credit Acceptance in accordance with its forecasting model, which amount shall be submitted to the Deal Agent with each Funding Notice related to a proposed Advance when new Pools are pledged to the Collateral Agent.

      Funding : An Advance by a Lender pursuant to Section 2.1 and Section 2.3 hereof.

      Funding Date : In the case of the Initial Funding, May 27, 2008 and as to any Incremental Funding, the date determined in accordance with Section 2.3 .

      Funding Notice : The notice, in the form of Exhibit A hereto, delivered in accordance with Section 2.3 hereof.

      GAAP : Generally accepted accounting principles as in effect from time to time in the United States.

      Governmental Authority : Any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person, and any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.

      H.15 : Federal Reserve Statistical Release H.15.

      Hedge Breakage Costs : For any Hedging Agreement, any amount payable by the Borrower for the early termination of such Hedging Agreement or any portion thereof.

      Hedge Costs : For any Hedging Agreement, any amount payable by the Borrower with respect thereto, including any swap payments, any breakage payments, any termination payments, any notional reduction payments and any other amounts due to the Hedge Counterparty.

      Hedge Counterparty : Any entity that (a) on the date of entering into any Hedge Transaction (i) is an interest rate swap dealer that is either a Lender or an Affiliate of a Lender, or has been approved in writing by the Deal Agent (which approval shall be in the sole discretion of the Deal Agent), and (ii) unless otherwise agreed to by the Deal Agent, has a long-term unsecured debt rating of not less than “A” by S&P and not less than “A2” by Moody’s (“ Long-term Rating Requirement ”) and a short-term unsecured debt rating of not less than “A-1” by S&P and not less than “P-1” by Moody’s (“ Short-term Rating Requirement ”), and (b) in a Hedging Agreement (i) consents to the assignment of the Borrower’s rights under the Hedging Agreement to the Deal Agent pursuant to Section 2.2(a) and (ii) agrees that in the event that Moody’s or S&P reduces its long-term unsecured debt rating below the Long-term Rating Requirement, or reduces its short-term unsecured debt rating below the Short-term Rating Requirement, it shall transfer its rights and obligations under each Hedging Agreement to another entity that meets the requirements of clause (a) and (b) hereof and has entered into a Hedging Agreement with the Borrower on or prior to the date of such transfer.

      Hedge Transaction : Each interest rate swap or other interest rate protection transaction between the Borrower and a Hedge Counterparty that is entered into pursuant to Section 5.3 hereof and is governed by a Hedging Agreement.

      Hedging Agreement : Each agreement between the Borrower and a Hedge Counterparty that governs one or more Hedge Transactions entered into pursuant to Section 5.3 hereof, substantially in the form of Exhibit E hereto or such other form as shall be approved in writing by the Liquidity Agent for the Fifth Third Purchaser Group, and each “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction.

      Increased Costs : Any amounts required to be paid by the Borrower to an Affected Party pursuant to Section 2.13 .

      Incremental Funding : Any Advance made after the Initial Funding.

      Independent Director : Defined in Section 5.2(o)(xxvii) .

      Ineligible Loan : Each Loan other than an Eligible Loan.

      Indebtedness : With respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument, (b) all obligations of such Person under leases that shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness, obligations or liabilities of that Person in respect of Derivatives, and (f) obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kind referred to in clauses (a) through (e) above.

      Indemnified Amounts : Defined in Section 11.1(a) .

      Indemnified Parties : Defined in Section 11.1(a) .

      Initial Facility Limit : $50,000,000.

      Initial Funding : Defined in Section 2.3(a) .

      Insolvency Event : With respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

      Insolvency Laws : The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency,

reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

      Insolvency Proceeding : Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Event.

      Instrument : Any “instrument” (as defined in Article 9 of the UCC), other than an instrument that constitutes part of chattel paper.

      Investors : With respect to the Fifth Third Purchaser Group, Fifth Third Bank, and with respect to each other Purchaser Group, the financial institutions identified as “Investors” on the Joinder related to such Purchaser Group and with respect to any Purchaser Group, any other Person who becomes an Investor as provided in Section 13.1(a) .

      Investment : With respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution, loan or otherwise, excluding the acquisition of Assets pursuant to the Contribution Agreement and excluding commission, travel and similar advances to officers, employees and directors made in the ordinary course of business.

      Joinder : With respect to each Purchaser Group, other than the Fifth Third Purchaser Group, the agreement among a CP Entity, its related Investors, its related Liquidity Agent, the Borrower, Credit Acceptance and the Deal Agent, substantially in the form of Exhibit D hereto.

      Late Fees : If the Backup Servicer has become the Successor Servicer, any late fees collected with respect to any Contract in accordance with the Collection Guidelines.

      Lenders : Collectively, RFC and its related Investors, each other CP Entity and its related Investors and any other Person that agrees, pursuant to the pertinent Assignment and Acceptance, to make or maintain Fundings pursuant to this Agreement.

      LIBOR Rate : For any portion of Capital on any day during any Accrual Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the rate of interest which is identified and normally published by Bloomberg Professional Service Page BBAM 1 as the offered rate for loans in United States Dollars for the applicable Accrual Period under the caption British Bankers Association LIBOR Rates as of 11:00 a.m. (London time) two Business Days before the first day of such Accrual Period. If Bloomberg Professional Service no longer reports the LIBOR Rate or if such index no longer exists or if Page BBAM 1 no longer exists, the Deal Agent may select a replacement index or replacement page, as the case may be, consistent with market practices at the time. The LIBOR Rate shall be adjusted for each Accrual Period after the initial Accrual Period, as of the first day of each such Accrual Period, and as of the effective day of any change in the maximum reserve requirement.

      Lien : With respect to any Loan, Dealer Agreement or Contract or any other property or collateral, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind (other than any Permitted Lien).

      Liquidity Agent : With respect to the Fifth Third Purchaser Group, Fifth Third and with respect to each other Purchaser Group, the financial institution identified as the “Liquidity Agent” on the Joinder related to such Purchaser Group.

      Liquidity Agreement : (a) With respect to RFC, the Liquidity Agreement, dated as of the Closing Date among RFC, Fifth Third, as liquidity agent and the liquidity providers from time to time party thereto, as the same may be amended, supplemented or otherwise modified from time to time, and (b) with respect to each other CP Entity, the liquidity and/or credit support agreement identified as the “Liquidity Agreement” on the Joinder related to such Purchaser Group, which shall include any agreement to purchase an assignment of or participation in a CP Entity’s portion of the Capital.

      Liquidity Bank : (i) With respect to RFC, each liquidity institution that is a party to the Liquidity Agreement and (ii) with respect to each other CP Entity any bank, insurance company or other financial institution extending or having a commitment to extend funds to or for the account of such CP Entity (including by an agreement to purchase an assignment of or participation in such CP Entity’s portion of the Capital) under a Liquidity Agreement. Upon the execution and delivery of a corresponding Liquidity Agreement, each Investor shall be deemed to be a Liquidity Bank for its related CP Entity.

      Loan : Any Dealer Loan or Purchased Loan.

      Loan Loss Reserve : The loan loss reserve, calculated in accordance with Credit Acceptance’s accounting policies set forth in its periodic reports filed with the Securities and Exchange Commission.

      Material Adverse Effect : With respect to any event or circumstance, means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties or prospects of the Originator, the Servicer or the Borrower, (b) the validity, enforceability or collectibility of this Agreement or any other Transaction Document or the validity, enforceability or collectibility of the Loans, (c) the rights and remedies of the Deal Agent, the Collateral Agent or Secured Parties, (d) the ability of the Borrower, the Originator or the Servicer to perform its obligations under this Agreement or any Transaction Document, or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent’s or any Secured Party’s interest in the Collateral.

      Material Debt : Defined in Section 6.11(i) .

      Maturity Date : Defined in Section 2.1(c)(i) .

      Monthly Principal Payment Amount : With respect to any Payment Date, the amount, if any, necessary to reduce the Capital as of the prior Payment Date to the Borrowing Base as of the last day of the related Collection Period.

      Monthly Report : Defined in Section 6.5(a) .

      Moody’s : Moody’s Investors Service, Inc., and any successor thereto.

      Multiemployer Plan : A “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was at any time during the current year or the immediately preceding five years contributed to by the Borrower or any ERISA Affiliate on behalf of its employees.

      Net Advance Rate : 80%.

      Net Loan Balance : With respect to any Loan, the excess of the related Outstanding Balance over the related Loan Loss Reserve.

      Nonconforming Contract : Defined in Section 6.2(c)(ii) .

      Nonconforming Contract Payment Amount : With respect to a Nonconforming Contract, an amount equal to the sum of (i): (x) the product of the Outstanding Balance of such Contract as of the last day of the related Collection Period and a fraction, the numerator of which is Capital as of the Funding Date and the denominator of which is the Outstanding Balance of Eligible Contracts as of the Funding Date; (ii) accrued and unpaid Carrying Costs, Increased Costs, Indemnified Amounts and Additional Amounts related to such Contract through the date of such deposit; (iii) any related Servicer Advances; and (iv) and all Hedge Costs due to the relevant Hedge Counterparties for any termination in whole or in part of one or more transactions related to the relevant Hedging Agreement, as required by the terms of any Hedging Agreement.

      Notes : The Variable Funding Notes of the Borrower, issued to (i) the Liquidity Agent, in the case of the Fifth Third Purchaser Group, and (ii) with respect to each other Purchaser Group, its Liquidity Agent, in each case, for the benefit of the related Lenders pursuant to Section 2.1(c) hereof substantially in the form of Exhibit I hereto.

      Obligor : With respect to any Loan, Dealer Agreement or Contract, the Person or Persons obligated to make payments with respect to such Dealer Agreement, Loan or Contract, respectively, including any guarantor thereof.

      Officer’s Certificate : A certificate signed by any officer of the Borrower, the Originator or the Servicer, as the case may be, and delivered to the Collateral Agent.

      Opinion of Counsel : A written opinion of counsel, which opinion and counsel are reasonably acceptable to the Deal Agent.

      Original Advance Rate : Means, with respect to any Dealer, the ratio, expressed as a percentage, where the numerator is equal to the sum of the Outstanding Balance of all Eligible Loans of such Dealer on the dates such Eligible Loans were originated and the denominator is equal to the sum of payments due under all Eligible Contracts related to such Dealer on their dates of origination.

      Originator : Defined in the Preamble of this Agreement.

      Outstanding Balance :

     (i) With respect to any Contract on any date of determination, all amounts owing under such Contract (whether considered principal or as finance charges) on such date of

determination. The Outstanding Balance with respect to a Contract shall be deemed to have been created at the end of the day on the Date of Processing of such Contract; which shall be greater than or equal to zero (except in the case of a Contract as to which the final payment on such Contract is in excess of the amount owed on such Contract on the date of such final payment);

     (ii) with respect to any Dealer Loan on any date of determination, the aggregate amount advanced under such Dealer Loan plus revenue accrued with respect to such Dealer Loan in accordance with Credit Acceptance’s accounting policies set forth in its periodic reports filed with the Securities and Exchange Commission and the payment of monies to a Dealer under the related Dealer Agreement, less collections on the related Dealer Loan Contracts applied through such date of determination in accordance with the related Dealer Agreement to the reduction of the balance of such Loan and write offs of such Dealer Loan; and

     (iii) with respect to any Purchased Loan on any date of determination, the aggregate amount advanced under such Purchased Loan plus revenue accrued with respect to such Purchased Loan in accordance with Credit Acceptance’s accounting policies set forth in its periodic reports filed with the Securities and Exchange Commission, less Collections on the related Purchased Loan Contract applied through the date of determination to the reduction of the balance of such Purchase Loan and write offs of such Purchased Loan.

      Overconcentration Loan : With respect to any Dealer, the amount by which the aggregate Net Loan Balance of Dealer Loans made to such Dealer, calculated on a Funding Date as of the end of the immediately preceding Collection Period, exceeds the Dealer Concentration Limit.

      Payment Date : The nineteenth (19 ^th ) day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day.

      Permitted Investments : Any one or more of the following types of investments:

     (a) marketable obligations of the United States, the full and timely payment of which are backed by the full faith and credit of the United States of America and that have a maturity of not more than 270 days from the date of acquisition;

     (b) marketable obligations, the full and timely payment of which are directly and fully guaranteed by the full faith and credit of the United States and that have a maturity of not more than 270 days from the date of acquisition;

     (c) bankers’ acceptances and certificates of deposit and other interest-bearing obligations (in each case having a maturity of not more than 270 days from the date of acquisition) denominated in dollars and issued by any bank with capital, surplus and undivided profits aggregating at least $100,000,000, the short-term obligations of which are rated at least A-1 by S&P and P-1 by Moody’s;

     (d) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clauses (a), (b) and (c) above entered into with any bank of the type described in clause (c) above;

     (e) commercial paper rated at least A-1 by S&P and P-1 by Moody’s; and

     (f) demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States of America or any state thereof (or domestic branches of any foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided , however that at the time such investment, or the commitment to make such investment, is entered into, the short-term debt rating of such depository institution or trust company shall be at least A-1 by S&P and P-1 by Moody’s.

      Permitted Liens : Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable and Liens granted pursuant to the Transaction Documents and with respect to the Dealer Loan Contracts, the second priority lien of the related Dealer therein as set forth in the related Dealer Agreement.

      Person : An individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity.

      Pool : An identifiable group of Dealer Loans related to a particular Dealer Agreement identified on Schedule V hereto. Dealer Loans are added to a Pool until a fixed number (as established for the relevant Dealer) of related Dealer Loan contracts have been allocated to such Pool. An “open” or “uncapped” Pool is one to which Dealer Loans are still being added.

      Potential Servicer Termination Event : Means any event which, with the giving of notice or passage of time or both, would become a Servicer Termination Event.

      Prime Rate : The rate announced by Fifth Third from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by Fifth Third in connection with extensions of credit to debtors.

      Proceeds : With respect to any portion of the Collateral, all “proceeds” as such term is defined in Article 9 of the UCC, including, whatever is receivable or received when such portion of Collateral is sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating thereto.

      Program Fee : With respect to each Purchaser Group, as defined in the applicable Fee Letter related to such Purchaser Group.

      Program Fee Rate : With respect to each Purchaser Group, on any day, the rate set forth in the Fee Letter related to such Purchaser Group as the “Program Fee Rate.”

      Purchase Agreement : Each agreement between Credit Acceptance and any Dealer in substantially the form attached hereto as Exhibit P.

      Purchased Loan : A motor vehicle retail installment loan relating to the sale of a used automobile or light-duty truck originated by a Dealer, purchased by the Originator from such Dealer and evidenced by a Purchased Loan Contract; provided, however, that the term

“Purchased Loan” shall, for purposes of this Agreement, include only those Purchased Loans identified from time to time on Schedule V hereto, and/or any Funding Notice.

      Purchased Loan Contract : Each motor vehicle retail installment sales contract, in substantially one of the forms attached hereto as Exhibit L, relating to a Purchased Loan.

      Purchaser Group : Each CP Entity, its related Liquidity Agent and the related Investors, all as identified on the Joinder related to such Purchaser Group.

      Purchaser Group Facility Limit : With respect to each Purchaser Group, the amount so identified on the Joinder related to such Purchaser Group, and with respect to the Fifth Third Purchaser Group, $50,000,000.

      Qualified Institution : Defined in Section 6.7(a) .

      Rating Agency : Each of S&P, Moody’s, Fitch and any other rating agency that has been requested to issue a rating with respect to the Commercial Paper Notes issued by the Issuer (or its applicable funding sources).

      Records : The Dealer Agreements, Contracts, Contract Files, certificates of title (and applications therefor) and all other documents, books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related contracts, records and other media for storage of information) maintained with respect to the Loans and the Contracts and the related Obligors.

      Reference Bank : Any bank that furnishes information for purposes of determining the Adjusted Eurodollar Rate.

      Recoveries : All amounts, if any, received in respect of the Collateral by the Servicer or Credit Acceptance with respect to Defaulted Contracts.

      Register : Defined in Section 13.1(c) .

      Related Security : With respect to any Loan all of Credit Acceptance’s and the Borrower’s right, title and interest in:

     (i) the Dealer Agreements (other than Excluded Dealer Agreement Rights, but including, without limitation, Credit Acceptance’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 or 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 the Borrower’s interest in all Records, documents and writing evidencing or related to such Loan;

     (v) all rights of recovery of the Borrower against the Originator;

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

     (vii) all of the Borrower’s right, title and interest in and to (but not its obligations under) any Hedging Agreement and any payment from time to time due thereunder;

     (viii) all of the Borrower’s right, title and interest in and to the Contribution Agreement and the assignment to the Deal Agent of all UCC financing statements filed by the Borrower against the Originator under or in connection with the Contribution Agreement; and

     (ix) the Proceeds of each of the foregoing.

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

Release Date : As defined in Section 4.5(b) .

Release Price : As defined in Section 4.5(a) .

Reliening Expenses : Defined in Section 6.2(d)(ii) .

      Repossession Expenses : For any Collection Period, any expenses payable pursuant to the terms of this Agreement, incurred by the Backup Servicer, if it has become the Successor Servicer, in connection with the liquidation or repossession of any Financed Vehicle, in an aggregate amount not to exceed the cash proceeds received by the Backup Servicer, if it has become the Successor Servicer, from the disposition of the Financed Vehicles.

      Required Investors : At a particular time, Investors with Commitments in excess of 50% of the Facility Limit.

      Required Reserve Account Amount : With respect to any date of determination, an amount equal to the sum of (a) the product of (i) 1.0% and (ii) the Capital on such date (after the

application of funds pursuant to Section 2.7 on the related Payment Date) plus (b) all amounts required to be maintained by the Borrower pursuant to Section 6.2(c)(ii) hereof); provided , however , the Required Reserve Account Amount shall at no time be less than $150,000 (unless the Capital is zero, in which case the Required Reserve Account Amount shall be $100,000).

      Reserve Account : The segregated trust account established at the Collateral Agent for the benefit of the Secured parties, established pursuant to Section 6.7(a) .

      Reserve Advance : Defined in Section 2.7(c)(i) .

      Responsible Officer : As to any Person any officer of such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

      Retransfer Amount : Defined in Section 4.5(b) .

      Revolving Period : The period commencing on the Closing Date and ending on the day immediately preceding the first day of the Amortization Period.

      RFC : As defined in the Preamble hereto.

      S&P : Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

      Secured Party : (i) The Deal Agent, each Liquidity Agent, the Bridge Loan Lender and each Lender and (ii) each Hedge Counterparty that is either a Lender or an Affiliate of a Lender if that Affiliate is a Hedge Counterparty executes a counterpart of this Agreement agreeing to be bound by the terms of this Agreement applicable to a Secured Party.

      Servicer : Credit Acceptance, the Backup Servicer, if it has become the Successor Servicer, or any other Successor Servicer, appointed in accordance with the terms hereof as the Servicer of the Loans and Contracts.

      Servicer Advance : An advance made by the Servicer pursuant to Section 2.7(c)(ii) .

      Servicer Termination Event : Defined in Section 6.11 .

      Servicer Termination Notice : Defined in Section 6.11 .

      Servicer Expenses : Any expenses incurred by the Backup Servicer, if it has become the Successor Servicer hereunder, other than Repossession Expenses, Reliening Expenses or Transition Expenses.

      Servicing Fee : For each Payment Date, a fee payable to Servicer for services rendered during the related Collection Period, equal to: (i) so long as Credit Acceptance is the Servicer, the product of (A) 6.00% and (B) the total Collections for the related Collection Period (exclusive of amounts received under any Hedging Agreement) and (ii) if the Backup Servicer is

the Servicer, the sum of (1) the greatest of: (a) the product of 10.0% and the total Collections for the related Collection Period (exclusive of amounts received under any Hedging Agreement), (b) the actual costs incurred by the Backup Servicer as Successor Servicer, and (c) the product of (x) $30.00 and (y) the aggregate number of Contracts serviced by it during the related Collection Period, plus (2) without duplication, Late Fees and Servicer Expenses; provided , however , with respect to each Payment Date on which the Backup Servicer is the Servicer, the Servicing Fee shall be at least equal to $5,000.

      SIFMA : The Securities Industry and Financial Markets Association.

      Solvent : As to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair salable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital.

      SST : Systems & Services Technologies, Inc., a Delaware corporation.

      Structuring Fees : The structuring fee set forth in the Fee Letter related to the Fifth Third Purchaser Group.

      Subsidiary : A corporation of which the Originator and/or its Subsidiaries own, directly or indirectly, such number of outstanding shares as have more than 50% of the ordinary voting power for the election of directors.

      Successor Servicer : Defined in Section 6.12(a) .

      Taxes : Any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Governmental Authority.

      Termination Date : The earliest of: (a) the date that the Liquidity Agreement for the Fifth Third Purchaser Group shall cease to be in full force and effect, (b) the date of the declaration of the Termination Date pursuant to Section 10.1 , (c) the Commitment Termination Date and (d) the date of termination of the Facility Limit pursuant to Section 2.5 .

      Termination Event : Defined in Section 10.1 .

      Total Commitment : On any date of determination, the aggregate Commitments of all the Investors.

      Transaction Documents : This Agreement, the Contribution Agreement, each Hedging Agreement, the Fee Letters, the Backup Servicing Agreement, each Joinder and any additional document the execution of which is necessary or incidental to carrying out the terms of the foregoing documents.

      Transition Expenses : If the Backup Servicer has become the Successor Servicer, the sum of: (i) reasonable costs and expenses incurred by the Backup Servicer in connection with its assumption of the servicing obligations hereunder, related to travel, Obligor welcome letters, freight and file shipping plus (ii) a boarding fee equal to the product of $7.50 and the number of Contracts to be serviced.

      UCC : The Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.

      United States : The United States of America.

      Unmatured Termination Event : Any event that, with the giving of notice or the lapse of time, or both, would become a Termination Event.

      Unreimbursed Servicer Advances : At any time, the amount of all previous Servicer Advances (or portions thereof) as to which the Servicer has not been reimbursed as of such time pursuant to Section 2.7 .

      Unsatisfactory Audit : The occurrence of any audit exceptions resulting from any audit, inspection or review pursuant to Section 6.1(c) , Section 6.2(e) or Section 6.9 , which, in the reasonable judgment of the Deal Agent, would have a Material Adverse Effect on the ability of the Servicer to identify and allocate Collections or to service, as provided in this Agreement, any Collateral.

      Weighted Average Original Advance Rate means, with respect to each Payment Date during the Revolving Period, the ratio, expressed as a percentage, where the numerator is equal to the aggregate for all Dealers of the product of: (i) the Original Advance Rate of each Dealer; and (ii) the aggregate outstanding Net Loan Balance of all Eligible Loans for such Dealer and the denominator is equal to the Aggregate Outstanding Eligible Loan Net Balance.

      Yield : With respect to each Lender and its portion of the Capital, with respect to any Accrual Period, the sum of the products (for each day during such Accrual Period) of:

		YR x C x		1
				360

     where:

		C		=		the outstanding principal amount of the Advance of such Lender;
		and
		YR		=		the Yield Rate for such Lender applicable on such day;

provided , however , that (i) no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law and (ii) Yield shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason.

      Yield Rate : For any Accrual Period and for the aggregate principal amount of the Advance allocated to such Accrual Period:

     (a) to the extent the relevant Lender funded the Advance (directly or indirectly) through the issuance of commercial paper, a rate equal to the CP Rate; or

     (b) to the extent the relevant Lender funded the Advance with the proceeds of a borrowing under the Bridge Loan Agreement, a rate equal to the LIBOR rate; or

     (c) to the extent the relevant Lender did not fund the Advance through the issuance of commercial paper or a Bridge Loan, a rate equal to the Alternative Rate; or

     (d) after the occurrence of a Termination Event, with respect to any Purchaser Group, a rate equal to the Base Rate, plus 2.0%.

      provided , however , the Yield Rate shall be the Base Rate for any Accrual Period for any portion of the Advance as to which (1) any CP Entity has funded the acquisition or maintenance thereof by the assignment of an interest therein to any Liquidity Bank under its related Liquidity Agreement on any day other than the first day of such Accrual Period and without giving such Liquidity Bank(s) at least two Business Days’ prior notice of such assignment or (2) any Investor has funded the acquisition thereof on any day other than the first day of such Accrual Period and without such Investor(s) having received at least two Business Days’ prior notice of such funding pursuant to the provisions of Section 2.3 .

     Section 1.2. Other Terms . All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of Michigan, and used but 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 mean “to but excluding.”

     Section 1.4. Interpretation . In each Transaction Document, unless a contrary intention appears:

               (i) the singular number includes the plural number and vice versa;

               (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Documents;

               (iii) reference to any gender includes each other gender;

               (iv) reference to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor; and

               (v) reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision.

ARTICLE II
THE LOAN FACILITY

     Section 2.1. Funding of the Advance .

          (a) (i) On the terms and conditions hereinafter set forth (including, without limitation, the conditions set forth in Sections 3.1 and 3.2 ), the Borrower may, at its option, on the Closing Date and on any Funding Date request an advance (an “ Advance ” or a “ Funding ”). Each CP Entity may, in its sole discretion, make such Advance, or if a CP Entity shall decline to make such Advance, the Investors related to such CP Entity shall make the Advance, in each case, from time to time requested by the Borrower during the period from the date hereof to but not including the Termination Date. Under no circumstances shall any Lender make an Advance if, after giving effect to such Advance, (A) the aggregate Capital outstanding hereunder would exceed the lesser of (i) the Facility Limit and (ii) the Borrowing Base or (B) with respect to each Purchaser Group, the aggregate Capital funded or maintained by the Lenders in such Purchaser Group would exceed its Purchaser Group Facility Limit.

          (b) (i) The Borrower may, within 60 days, but no later than 45 days, prior to the then existing Commitment Termination Date, by written notice to the Deal Agent and each Liquidity Agent, make written request for the CP Entities and the Investors to extend the Commitment Termination Date for an additional period of not greater than 364 days. Each Liquidity Agent will give prompt notice to its Purchaser Group of its receipt of such request for extension of the Commitment Termination Date. Each CP Entity and each Investor shall make a determination, in their sole discretion, not less than 15 days prior to the then applicable Commitment Termination Date as to whether or not it will agree to extend the Commitment Termination Date; provided , however , that the failure of any CP Entity or any Investor to make a timely response to the Borrower’s request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by such CP Entity or Investor, as the case may be, to extend the Commitment Termination Date. The Commitment Termination Date shall only be extended upon the consent of all of the CP Entities and all of the Investors.

               (ii) Within two Business Days following the end of the time period set forth in clause (b)(i) above, the Liquidity Agent for each Purchaser Group shall notify

each other Investor in such Purchaser Group, the Deal Agent, the Borrower and the Servicer of the identity of any CP Entity or Investor who have refused (or been deemed to have refused) to extend the Commitment Termination Date.

          (c) The Notes .

               (i) The Borrower’s obligation to pay the principal of and interest on all amounts advanced by the Lenders pursuant to the Fundings shall be evidenced by a variable funding note of the Borrower for each Purchaser Group (each, a “ Note ”) which shall: (1) be dated the Effective Date; (2) be in the stated principal amount equal to the Commitment Amount for such Purchaser Group (as reflected from time to time on the grid attached thereto); (3) bear interest as provided therein; (4) be payable to the order of the applicable Liquidity Agent for the account of the related Lenders in such Purchaser Group, and mature (whether or not there are funds available therefor at such time, pursuant to Section 2.7 or otherwise) on May 23, 2011 (the “ Maturity Date ”); and (5) be substantially in the form of Exhibit I hereto, with blanks appropriately completed in conformity herewith. The applicable Liquidity Agent shall, and is hereby authorized to, make a notation on the schedule attached to each Note of the date and the amount of the Fundings and the date and amount of the payment of principal thereon, and prior to any transfer of a Note, the applicable Liquidity Agent shall endorse the outstanding principal amount of such Note on the schedule attached thereto; provided , however , that failure to make such notation shall not adversely affect any Lender’s rights with respect to such Note.

               (ii) Although the Notes shall be dated the Effective Date, interest in respect thereof shall be payable only for the periods during which amounts are outstanding thereunder. In addition, although the stated principal amount of each Note shall be equal to the Commitment Amount of the related Purchaser Group, such Note shall be enforceable with respect to the Borrower’s obligation to pay the principal thereof only to the extent of the unpaid principal amount of the Capital and Yield and all other amounts outstanding hereunder and thereunder at the time such enforcement shall be sought.

     Section 2.2. Grant of Security Interest; Acceptance by Collateral Agent .

          (a) (i) As security for the prompt and complete payment of the Notes and the performance of all of the Borrower’s obligations under the Notes, this Agreement and the other Transaction Documents, the Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing Lien on all of the Borrower’s property (whether now owned or hereafter acquired or arising, and wherever located) including, without limitation, all of its right, title and interest to: (i) the Loans, and all monies due or to become due in payment thereupon on and after the related Cut-Off Date; (ii) all Related Security; (iii) all of the Borrower’s right title and interest in an to the Contribution Agreement and the other Transaction Documents and the assignment to the Deal Agent of all UCC financing statements filed by the Borrower against the Originator under or in connection with the Contribution Agreement and the other Transaction Documents and (iv) all income, Collections and Proceeds of the foregoing (collectively, the “ Collateral ”). The foregoing pledge does not

constitute an assumption by the Collateral Agent of any obligations of the Borrower to Obligors or any other Person in connection with the Collateral or under any agreement or instrument relating to the Collateral, including, without limitation, any obligation to make future advances to or on behalf of such Obligors.

               (ii) In connection with such grant, the Borrower authorizes Credit Acceptance, and Credit Acceptance agrees to record and file, at Borrower’s expense, financing statements with respect to the Collateral now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the first priority security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Collateral Agent, each Liquidity Agent and the Deal Agent on or prior to each Funding Date. In addition, the Borrower and the Servicer agree to clearly and unambiguously mark their respective general ledgers and all accounting records and documents and all computer tapes and records to show that the Collateral, including that portion of the Collateral consisting of the Dealer Agreements listed on Schedule V hereto (and each addendum thereto), the Loans and the related Contracts and the rights to payment under the related Dealer Agreements, has been pledged to the Collateral Agent for the benefit of the Secured Parties hereunder.

               (iii) In connection with such pledge, the Borrower agrees to deliver to the Collateral Agent on the Closing Date and each Funding Date on which new Pools or Purchased Loans are pledged to the Collateral Agent, as the case may be, one or more computer files containing true and complete lists of all applicable Dealer Agreements, Pools and Loans securing the payment of the Notes and amounts due under the Transaction Documents and all of the Borrower’s obligations under the Notes and the Transaction Documents as of the Closing Date and each Funding Date, and all Contracts securing all such Loans, identified by, as applicable, account number, dealer number, and pool number and Outstanding Balance as of the end of the Collection Period immediately preceding the Funding Date. Such file shall be marked as Schedule V hereto or as an addendum thereto, shall be delivered to the Collateral Agent as confidential and proprietary, and such Schedule V and each addendum thereto are hereby incorporated into and made a part of this Agreement and shall at all times be maintained (and updated, from time to time, as applicable) by the Servicer and maintained by the Collateral Agent.

               (iv) In connection with such pledge, each of the Borrower, Credit Acceptance and the Servicer also agrees, within 180 days of the Closing Date or relevant Funding Date, as the case may be, to clearly mark at least 98% of the Contracts or Contract folders securing a Loan with the following legend: “THIS AGREEMENT AND ALL RELATED CONTRACTS AND LOANS HAVE BEEN PLEDGED TO FIFTH THIRD BANK AS COLLATERAL AGENT FOR THE BENEFIT OF CERTAIN SECURED PARTIES AND ANY PURCHASE, SALE OR COLLATERAL ASSIGNMENT OF ANY SUCH ASSET WOULD VIOLATE THE RIGHTS OF SUCH SECURED PARTIES”. Such legend shall be in bold, in type face at least as large as 12 point and shall be entirely in capital letters.

          (b) The Collateral Agent hereby acknowledges its acceptance, on behalf of the Secured Parties, of the pledge by the Borrower of the Loans and all other Collateral. The Collateral Agent further acknowledges that, prior to or simultaneously with the execution and delivery of this Agreement, the Borrower delivered to the Collateral Agent the computer file or microfiche list represented by the Borrower to be the computer file or microfiche list described in Section 2.2(a)(iii) .

          (c) The Collateral Agent hereby agrees not to disclose to any Person (other than to each Secured Party) any of the account numbers or other information contained in the computer files or microfiche lists delivered to the Collateral Agent by the Borrower pursuant to Section 2.2(a)(iii) , except as is required in connection with the performance of its duties hereunder or in enforcing the rights of the Secured Parties or to a Successor Servicer; provided , however , that notwithstanding anything to the contrary in this Agreement, the Collateral Agent may reply to a request from any Person for a list of Loans, Dealer Agreements, Contracts or other information referred to in any financing statement. The Collateral Agent agrees to take such measures as shall be necessary or reasonably requested by the Borrower to protect and maintain the security and confidentiality of such information. The Collateral Agent shall provide the Borrower with written notice five Business Days prior to any disclosure pursuant to this subsection 2.2(c).

     Section 2.3. Procedures for Funding of Advances .

          (a) Each Advance hereunder shall be requested by the Borrower delivering to the Deal Agent, the Liquidity Agents and the Lenders (with a copy to the Collateral Agent) a duly completed Funding Notice no later than 12:00 p.m. (New York time) at least two (2) Business Days prior to the proposed Funding Date. Each Funding Notice shall: (i) specify the desired amount of such Funding which amount must (a) in the case of the initial funding hereunder (the “ Initial Funding ”) be in a minimum amount of $1,000,000, and (b) in the case of any Incremental Funding, be in an amount equal to $1,000,000 or an integral multiple of $10,000 in excess thereof, (ii) specify the date of such Funding, and (iii) include a representation that all conditions precedent for a Funding described in Article III hereof have been met. Each Funding shall be allocated pro rata among each Purchaser Group based upon the aggregate Commitments related to each Purchaser Group as a percentage of the Total Commitment. Each Funding Notice shall be irrevocable.

          (b) Following receipt of such Funding Notice, the Deal Agent, in the case of the Fifth Third Purchaser Group, and each Liquidity Agent, in the case of each other Purchaser Group, will consult with RFC, or the related CP Entity, as applicable, in order to assist RFC or the CP Entity, as applicable, in determining whether or not to make the Advance. If the CP Entity decides in its sole discretion that it is unwilling or unable to make a proposed Advance, the Investors related to such CP Entity will make such Advance. Each Liquidity Agent will notify the related Investors by 11:00 am (New York time) on such Funding Date if the CP Entity has elected not to effect all or a portion of the proposed Funding. On the Funding Date, the CP Entity or Investors shall, upon satisfaction of the applicable conditions set forth in Article III, initiate a wire to the Borrower no later than 3:00 p.m. (New York time), at such bank or other location reasonably designated by Borrower in its Funding Notice given pursuant to this Section 2.3 , an amount equal to the lesser of (A) the amount requested by the Borrower from such

Purchaser Group for such Advance or (B) the excess of the total Commitments related to such Purchaser Group over such Purchaser Group’s portion of Capital then outstanding.

          (c) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article III hereof with respect to a Funding, the CP Entity elected to make a Funding on a Funding Date but such CP Entity failed for any reason whatsoever (including, without limitation, sufficiency of funds) to make such amount available to the Borrower on such date, the CP Entity shall be deemed to have rescinded its election to make such purchase, and neither the Borrower nor any other party shall have any claim against such CP Entity by reason of its failure to timely effect such Funding. In any such case, the Liquidity Agent for the related Purchaser Group shall give notice of such failure not later than 3:00 p.m. (New York time) on the Funding Date to each Investor for such CP Entity and to the Borrower, which notice shall specify (i) the identity of such CP Entity and (ii) the amount of the Funding which it had elected but failed to make. Subject to receiving such notice, each of such CP Entity’s Investors shall effect such funding on such Funding Date and otherwise in accordance with this Agreement.

          (d) In no event shall an Investor be required on any date to make any Funding which would result in its portion of the Capital, determined after giving effect to such funding, exceeding its Commitment.

     Section 2.4. Determination of Yield . On each Determination Date, RFC, with respect to the Fifth Third Purchaser Group, and the related Liquidity Agent with respect to each other Purchaser Group, shall provide an estimate of the applicable Yield Rate and the Yield (including unpaid Yield, if any, due and payable on a prior Payment Date) to be paid by the Borrower with respect to the Advance on each Payment Date and shall advise the Servicer and the Backup Servicer thereof on the third Business Day prior to such Payment Date. Prior to the next succeeding Determination Date, RFC, on behalf of the Fifth Third Purchaser Group and each Liquidity Agent, with respect to its Purchaser Group, shall determine the actual Yield Rate and the Yield in respect of the immediately preceding Accrual Period. The amount owed in respect of the Yield for the next succeeding Accrual Period, as estimated by RFC, or Liquidity Agent, as applicable, shall be increased or decreased, as appropriate, to take into account any excess Yield or Yield shortfall, as applicable, relating to the immediately preceding Accrual Period.

     Section 2.5. Reduction of the Facility Limit and a Purchaser Group Facility Limit; Repurchase . The Borrower may, upon at least ten (10) Business Days’ notice to the Deal Agent, each Liquidity Agent and RFC, terminate in whole or reduce in part the portion of the Facility Limit that exceeds the aggregate Capital. With respect to any such reduction, (a) the Commitments of the Investors within each Purchaser Group shall be reduced proportionately based upon the total Commitments of such Purchaser Group and (b) each Purchaser Group Facility Limit shall be reduced pro rata based upon the Purchaser Group Facility Limit as a percentage of the Facility Limit; provided , however , that each partial reduction of the Facility Limit shall be in an aggregate amount equal to $1,000,000 or an integral multiple thereof. Each notice of reduction or termination pursuant to this Section 2.5(a) shall be irrevocable.

     Section 2.6. Actions with Respect to Advance . The Deal Agent, with respect to the Fifth Third Purchaser Group, and the related Liquidity Agent with respect to each other Purchaser Group may take any of the following actions at any time with respect to the Advance: (i) divide

the Advance funded by such Lender into two or more portions of having aggregate Capital equal to the Capital of such divided Advance; (ii) combine one portion of the Advance funded by such Lender with another portion of the Advance funded by such Lender with an Accrual Period ending on the same day, creating a new Advance having Capital equal to the Capital of the two portions of Advances combined or (iii) combine an Advance funded by such Lender with the Advance to be funded on such day by such Lender, creating a new Advance having Capital equal to the Capital of the two Advances combined.

     Section 2.7. Settlement Procedures .

          (a) On each Payment Date and on the Maturity Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer Advances (to be applied in accordance with Section 2.7(c) ) and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person in the following order of priority:

               (i) FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date.

               (ii) SECOND, to the Servicer, an amount equal to any Unreimbursed Servicer Advances;

               (iii) THIRD, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly;

               (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided , however , if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses;

               (v) FIFTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date;

               (vi) SIXTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date;

               (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses;

               (viii) EIGHTH, during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero;

               (ix) NINTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts ( provided that , with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date;

               (x) TENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A));

               (xi) ELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date;

               (xii) TWELFTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full;

               (xiii) THIRTEENTH, to the Borrower any remaining amounts.

          (b) (i) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days’ prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro rata, as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (which shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xii) . Any such prepayment of principal shall include all accrued and unpaid Yield and any applicable Breakage Costs relating thereto.

                    (ii) No more often than two (2) times per calendar month, the Borrower may, upon two Business Days’ prior written notice (such notice to be received by the Deal Agent no later than 4:00 p.m. (New York time) on such day) to the Deal Agent, reduce the Capital by

remitting to the Deal Agent: (i) cash and (ii) instructions to reduce such Capital, related accrued Yield and Breakage Costs. Such cash shall be remitted to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro-rata. Any such reduction of the Capital shall be in a minimum amount of $500,000 and will occur only if sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Deal Agent shall apply such amounts first to the pro-rata reduction of the Capital, second to the payment of related accrued Yield on the amount of the Yield to be repaid by paying such amounts to the respective Lenders, and third to the payment of any Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.7(b)(ii) shall be irrevocable.

          (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “ Reserve Advance ”) and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders.

               (ii) If on any Payment Date the amount on deposit in the Reserve Account is insufficient to pay the insufficiency set forth in Section 2.7(c)(i) , on or prior to 9:00 a.m. (Cincinnati, Ohio time) Credit Acceptance shall deposit to the Collection Account an amount equal to such insufficiency (each, a “ Servicer Advance ”), and the Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders. Credit Acceptance shall not be required to make any Servicer Advance to the extent it does not reasonably deem such amount to be recoverable from future collections on the Loans.

               (iii) If on any Payment Date during the Amortization Period, the amount paid pursuant to Section 2.7(a)(viii) is insufficient to reduce Capital to zero, the Deal Agent, in its sole discretion, may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount to the Deal Agent, for payment to the Lenders in respect of interest and principal and all other Aggregate Unpaids payable to the Lenders at such time.

     Section 2.8. [Reserved.]

     Section 2.9. Collections and Allocations.

          (a) Collections . The Servicer shall transfer, or cause to be transferred, all Collections on deposit in the form of available funds in the Credit Acceptance Payment Account to the Collection Account by the close of business on the second Business Day such Collections are received therein. The Servicer shall promptly (but in no event later than the second Business Day (or if the Backup Servicer has become the Successor Servicer hereunder, the third Business Day) after the receipt thereof) deposit all Collections received directly by it in the Collection Account. The Servicer shall make such deposits or payments on the date indicated therein by wire transfer, in immediately available funds.

          (b) Initial Deposits . On the Funding Date, the Servicer will deposit (in immediately available funds) into the Collection Account all Collections received on and after the applicable Cut-Off Date and through and including the day immediately preceding the Funding Date, in respect of the Loans.

          (c) Investment of Funds . (i) Until the occurrence of a Termination Event or Unmatured Termination Event, to the extent there are uninvested amounts on deposit in the Collection Account and the Reserve Account, all amounts therein shall be invested as set forth in Section 6.7(c) .

               (ii) On the date on which Capital is reduced to zero and all Aggregate Unpaids have been indefeasibly paid in full in cash, all Collateral is released from the Lien of this Agreement, and this Agreement is terminated, any amounts on deposit in the Reserve Account shall be released to the Borrower.

          (d) Allocation of Collections . The Servicer will allocate Collections monthly in accordance with the actual amount of Collections received. The Servicer (including any applicable Successor Servicer) shall determine each month the amount of Collections received during such month which constitutes amounts which, pursuant to the terms of any Dealer Agreement, are required to be remitted to the applicable Dealer (such collections, “ Dealer Collections ”) and shall so notify the Collateral Agent. Notwithstanding any other provision hereof, the Collateral Agent, at the direction of the Servicer, shall distribute on each Payment Date: (i) to the Borrower, an amount equal to the aggregate amount of Dealer Collections received during or with respect to the prior Collection Period and (ii) to the Backup Servicer, if it has become the Successor Servicer, an amount equal to any Repossession Expenses related to the prior Collection Period prior to the distribution of Available Funds pursuant to Section 2.7 .

     Section 2.10. Payments, Computations, Etc .

          (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 10:00 a.m. (New York time) on the day when due in lawful money of the United States in immediately available funds to the Agent’s Account and the Deal Agent shall distribute such amounts actually received by it to the Persons entitled thereto for receipt no later than 11:00 a.m. (New York time). Any amounts received in the Agent’s Account after 10:00 a.m. (New York time) shall be deemed to be received on the next subsequent Business Day and the Deal Agent shall distribute such amounts to the Persons entitled thereto no later than 11:00 a.m. (New York time) on such next subsequent Business Day. The Borrower shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder 3.0% per annum above the Base Rate, payable on demand; provided , however , that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. All computations of interest and all computations of Yield and other fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

          (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and

such extension of time shall in such case be included in the computation of payment of Yield, interest or any fee payable hereunder, as the case may be.

          (c) If the Advance requested by the Borrower for any Funding Date and approved by a Lender, its Liquidity Agent and the Deal Agent pursuant to Section 2.1 and Section 2.3 , is not for any reason made or effectuated, as the case may be, on the requested Funding Date, the Borrower shall indemnify such Lender against Breakage Costs, any reasonable loss, cost or expense incurred by such Lender, including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain the Funding.

     Section 2.11. [Reserved.]

     Section 2.12. Fees.

          (a) The Borrower shall pay to the Deal Agent, for the account of each Purchaser Group from the Collection Account on each Payment Date, monthly in arrears, the Program Fee for each Purchaser Group agreed to in each Fee Letter.

          (b) The Servicer shall be entitled to receive the Servicing Fee, monthly in arrears in accordance with Section 2.7(a) .

          (c) The Backup Servicer shall be entitled to receive the Backup Servicing Fee in accordance with Section 2.7(a) .

          (d) The Borrower shall pay to Mayer Brown LLP, as counsel to the Deal Agent, on the Effective Date, their respective estimated reasonable fees and out-of-pocket expenses in immediately available funds and shall pay all additional reasonable fees and out-of-pocket expenses of Mayer Brown LLP, within ten (10) Business Days after receiving an invoice for such amounts.

     Section 2.13. Increased Costs; Capital Adequacy; Illegality .

          (a) If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (A) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party imposed on it by the jurisdiction under the laws of which such Affected Party is organized), duty or other charge with respect to the Advance made by it hereunder, or any right to make the Funding hereunder, or on any payment made hereunder, (B) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Yield), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (C) impose any other condition affecting the Advance made

by it hereunder or a Lender’s rights hereunder, the result of which is to increase the cost to any Affected Party or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered.

          (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this subsection 2.13(b).

          (c) If as a result of any event or circumstance similar to those described in clauses (a) or (b) of this section, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of the Advance hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts payable or paid by it.

          (d) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a written description as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent manifest error.

          (e) If a Lender shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Deal Agent shall in turn so notify the Borrower, whereupon all Capital in respect of which Yield accrues at the Adjusted Eurodollar Rate shall immediately be converted into Capital in respect of which Yield accrues at the Base Rate.

     Section 2.14. Taxes .

          (a) All payments made by an Obligor in respect of each Loan and each Contract and all payments made by the Borrower, Originator or Credit Acceptance under this Agreement or the other Transaction Documents will be made free and clear of and without deduction or withholding for or on account of any Taxes. If any Taxes are required to be withheld from any amounts payable to the Deal Agent, the Liquidity Agent or any Secured Party, then the amount payable to such Person will be increased (such increase, the “ Additional Amount ”) such that every net payment made under this Agreement after withholding for or on account of any Taxes (including, without limitation, any Taxes on such increase) is not less than the amount that would have been paid had no such deduction or withholding been deducted or withheld. The foregoing obligation to pay Additional Amounts, however, will not apply with respect to net income or franchise taxes imposed on a Lender or the Deal Agent, respectively, with respect to payments required to be made by the Borrower or Credit Acceptance under this Agreement, by a taxing jurisdiction in which such Lender or Deal Agent is organized, conducts business or is paying taxes (in either case of conducting business or paying taxes, other than solely as a result of the transactions contemplated by this Agreement and the other Transaction Documents) as of the Effective Date (as the case may be).

          (b) The Borrower will indemnify each Affected Party for the full amount of Taxes payable by such Person in respect of Additional Amounts and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. All payments in respect of this indemnification shall be made within ten days from the date a written invoice therefor is delivered to the Borrower.

          (c) The Borrower will notify the Deal Agent and each Liquidity Agent on a quarterly annual basis of any payments by the Borrower in respect of any Taxes, not including those Taxes paid by Credit Acceptance on a consolidated basis.

          (d) If a Lender is not created or organized under the laws of the United States or a political subdivision thereof, such Lender shall deliver to the Borrower, with a copy to the Deal Agent and each Liquidity Agent, (i) within 15 days after the date hereof, or, if such Lender becomes a Lender after the Closing Date, the date on which such Lender becomes a Lender hereunder, two (or such other number as may from time to time be prescribed by Applicable Laws) duly completed copies of IRS Form W-8BEN or Form W-8ECI (or any successor forms or other certificates or statements that may be required from time to time by the relevant United States taxing authorities or Applicable Laws), as appropriate, to permit the Borrower to make payments hereunder for the account of such Lender, as the case may be, without deduction or withholding of United States federal income or similar Taxes and (ii) upon the obsolescence of or after the occurrence of any event requiring a change in, any form or certificate previously delivered pursuant to this Section 2.14(d) , copies (in such numbers as may from time to time be prescribed by Applicable Laws or regulations) of such additional, amended or successor forms, certificates or statements as may be required under Applicable Laws or regulations to permit the Borrower to make payments hereunder for the account of such Lender, without deduction or withholding of United States federal income or similar Taxes.

          (e) If, in connection with an agreement or other document providing liquidity support, credit enhancement or other similar support to the Lenders in connection with this Agreement or the funding or maintenance of the Funding hereunder, the Lenders are required to compensate a bank or other financial institution in respect of Taxes under circumstances similar to those described in this section then within 10 days after demand by the Lenders, the Borrower shall pay to the Lenders such additional amount or amounts as may be necessary to reimburse the Lenders for any amounts paid by them.

          (f) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this section shall survive the termination of this Agreement.

     Section 2.15. Assignment of the Contribution Agreement . The Borrower hereby assigns to the Deal Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right, title and interest in and to, but none of its obligations under, the Contribution Agreement, the Hedging Agreement and any other Transaction Documents. The Borrower confirms that the Deal Agent on behalf of the Secured Parties shall have the sole right to enforce the Borrower’s rights and remedies under the Contribution Agreement and the Hedging Agreement for the benefit of the Secured Parties.

     Section 2.16. Servicer Clean-up Call .

          (a) (i) On any Payment Date after the last day of any Collection Period during the Amortization Period as of which the amount of Capital shall be less than or equal to 10% of the amount of Capital as of the beginning of the Amortization Period, Credit Acceptance shall have the option to purchase the Loans, subsequent Collections and Related Security for a price equal to the aggregate Release Price for the Loans. To exercise such option, Credit Acceptance shall deposit in the Collection Account an amount equal to such aggregate Release Price plus accrued Yield, Hedge Costs and Breakage Costs in immediately available funds. Notwithstanding the foregoing, Credit Acceptance shall not exercise such option unless the amount so deposited equals or exceeds the Retransfer Price for the Loans.

               (ii) Credit Acceptance shall have the right to purchase from time to time Loans, subsequent Collections and Related Security (as selected by the Borrower without adverse selection) so long as in the aggregate such purchases do not exceed 1.0% of the Loans based upon the Aggregate Outstanding Eligible Loan Net Balance on the date of purchase, for an amount equal to the greater of: (A) the Release Price plus any accrued Yield, Hedging Costs and Breakage Costs related to such Loans; and (B) the aggregate fair market value of such Loans. Such amount shall be paid by depositing immediately available funds in the Collection Account.

               (iii) Credit Acceptance shall give at least 2 Business Days’ notice to the Collateral Agent, each Liquidity Agent and the Deal Agent of its intent to exercise either of the foregoing options.

          (b) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Deal Agent, any Successor Servicer, the Liquidity Agents and the Lenders in connection with any such purchase option (including, but not limited to, expenses incurred in connection

with the release of the Lien of the Collateral Agent, the Lenders and any other party having such an interest in the Loans).

          (c) In connection with any such purchase option, on the related date of purchase, the Collateral Agent, on behalf of the Lenders, shall, at the expense of the Borrower: (i) arrange for the execution by the Lenders of such instruments of release with respect to the Loans being released, in favor of the Borrower and the purchaser as the Borrower or purchaser may reasonably request, including without limitation, a release in the form of Exhibit G hereto; (ii) deliver any portion of the Loans to be released in its possession to the Borrower or purchaser; and (iii) otherwise take such actions, and cause or permit the Collateral Agent to take such actions, as are necessary and appropriate to release the Lien of the Collateral Agent on the Loans to be released and deliver to the Borrower or purchaser such Loans; provided , that the Collateral Agent shall not have the power or authority to sign any document in the name of RFC.

ARTICLE III
CONDITIONS TO THE CLOSING AND EACH FUNDING

     Section 3.1. Conditions to the Closing and the Initial Funding . The Closing Date shall not occur and no Lender shall be obligated to make an Advance hereunder on the occasion of the Initial Funding, nor shall any Lender, the Deal Agent, the Liquidity Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, until (i) in the case of the Closing Date, the conditions set forth in clauses (a)(i) (other than with respect to the Hedging Agreements), (b), (c), (d), (e), (f) and (j) and (ii) in the case of the Initial Funding, all of the following conditions, after giving effect to the proposed Advance, in each case, have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent:

          (a) (i) Each Transaction Document, each Liquidity Agreement and the Bridge Loan Agreement shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions as the Deal Agent shall request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent, and (ii) the executed Notes in the aggregate face amount of $50,000,000 shall have been delivered to the Deal Agent.

          (b) The Deal Agent shall have received (i) satisfactory evidence that the Borrower, the Originator and Credit Acceptance have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Borrower, the Originator and Credit Acceptance in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse of the Deal Agent or any Secured Party against the Borrower, the Originator or Credit Acceptance for a breach of its representation or warranty that all such consents and approvals have, in fact, been obtained.

          (c) The Borrower, the Originator and Credit Acceptance shall each be in compliance in all material respects with all Applicable Laws and shall have delivered a Certificate to the Deal Agent as to this and other closing matters.

          (d) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letter related to the Fifth Third Purchaser Group, and shall have reimbursed each Lender, the Backup Servicer, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by any Lender, the Backup Servicer, the Deal Agent and/or the Collateral Agent.

          (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred.

          (f) No Servicer Termination Event or Potential Servicer Termination Event shall have occurred.

          (g) No adverse selection procedures were used by the Borrower with respect to the Loans, Contracts or Dealer Agreements.

          (h) The Borrower shall have deposited to the Reserve Account an amount equal to 1.0% of the Capital after giving effect to the proposed Advance.

          (i) The Hedging Agreement shall be in effect.

          (j) The Borrower shall have deposited $500,000 to the Reserve Account.

     Section 3.2. Conditions Precedent To All Fundings . Each request for a Funding hereunder (each, a “ Transaction ”) shall be subject to the further conditions precedent:

          (a) With respect to any Advance (including the Initial Funding), the Borrower shall have delivered to the Deal Agent and the Liquidity Agents, on or prior to the date of the Advance in form and substance satisfactory to the Deal Agent, (i) the Funding Notice and (ii) Exhibit A to the Contribution Agreement, including the Schedule of Loans and Contracts attached thereto, thereto dated within two (2) Business Days prior to the date of the Advance and containing such additional information as may be reasonably requested by the Deal Agent.

          (b) On the date of such Transaction the following statements shall be true and the Borrower shall be deemed to have certified that, after giving effect to the proposed Advance and pledge of Additional Loans:

               (i) The representations and warranties contained in Sections 4.1 , 4.2 and 4.3 are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day;

               (ii) On and as of such day, after giving effect to the proposed Advance, (A) the outstanding Capital does not exceed the lesser of (1) the Borrowing Base and (2)

the Facility Limit and (B) with respect to each Purchaser Group the aggregate Capital funded or maintained by the Lender in such Purchaser Group does not exceed the total Commitments of the Investors in such Purchaser Group or its Purchaser Group Facility Limit;

               (iii) On and as of such day, the Borrower, the Originator and the Servicer each has performed all of the agreements contained in this Agreement and the other Transaction Documents to which it is a party to be performed by such person at or prior to such day; and

               (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of the Funding by the Lender in accordance with the provisions hereof.

          (c) The Borrower shall have delivered to the Collateral Agent the information described in Section 2.2(a)(iii) .

          (d) All financing statements necessary to perfect the Collateral Agent’s first priority security interest in the Collateral shall have been filed in the appropriate filing offices.

          (e) Forecasted Collections for the Aggregate Outstanding Eligible Loan Net Balance (after giving effect to the proposed Advance) shall be greater than or equal to Capital, after giving effect to the proposed Advance.

          (f) (i) All other documents, opinions, certificates and documents listed on Schedule I hereto shall have been delivered to the Deal Agent, in form and substance satisfactory to the Deal Agent and its counsel and (ii) all conditions required to be satisfied in the Contribution Agreement shall have been satisfied.

          (g) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred.

          (h) No Servicer Termination Event or any event, that with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event shall have occurred.

          (i) No adverse selection procedures were used by the Borrower with respect to the Loans, Contracts or Dealer Agreements.

          (j) The Borrower shall have deposited to the Reserve Account an amount equal to 1.0% of the Capital after giving effect to the proposed Advance. In addition, the amount on deposit in the Reserve Account shall not be less than the Required Reserve Account Amount.

          (k) The Hedging Agreement shall be in effect.

          (l) There shall be no litigation, proceeding or investigation, to the best knowledge of the Borrower and Servicer, threatened against the Borrower or the Servicer, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other

Transaction Document to which the Borrower or Servicer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Borrower or Servicer is a party or (iii) seeking any determination or ruling that could reasonably be expected to have Material Adverse Effect.

          (m) The Deal Agent shall have received such other approvals, opinions or documents as the Deal Agent or its counsel may reasonably require.

     Section 3.3. Conditions to Effectiveness of this Loan and Security Agreement. This Loan and Security Agreement shall not become effective until:

          (a) Each document specified in the Schedule of Documents attached hereto has been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent has received all such executed documents.

          (b) the executed Notes in the face amounts representing the Commitment Amount of each Purchaser Group have been delivered to each Purchaser Group.

          (c) The Deal Agent has received such other approvals, opinions or documents as the Deal Agent or its counsel may reasonably require.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

     Section 4.1. Representations and Warranties of the Borrower . The Borrower represents and warrants to the Collateral Agent, the Deal Agent, any Successor Servicer, the Backup Servicer and the Secured Parties on the Closing Date, and on each date thereafter until the Collection Date, as follows:

          (a) Organization and Good Standing . The Borrower has been duly organized, and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and the Borrower had at all relevant times, and now has all necessary power, authority and legal right to acquire, own and pledge the Collateral and perform its obligations under this Agreement.

          (b) Due Qualification . The Borrower is duly qualified to do business and is in good standing as a limited liability company 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 requires such qualification, licenses or approvals.

          (c) Power and Authority; Due Authorization . The Borrower: (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 assign each Loan, Related Security and all other Collateral 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 assignment of the Loans,

Related Security and all other Collateral 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) Binding Obligation . This Agreement and each other Transaction Document to which the Borrower is a party constitutes a legal, valid and binding obligation of the Borrower, each enforceable against the Borrower in accordance with its terms, subject to any defense, if any, arising out of a breach or other action or inaction of a party thereto other than the Borrower or any Affiliate of the Borrower.

          (e) No Violation . The 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 will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Borrower’s certificate of formation, operating agent or any Contractual Obligation of the Borrower, (ii) result in the creation or imposition of any Lien upon any of the Borrower’s properties pursuant to the terms of any such Contractual Obligation, other than this Agreement, or (iii) violate any Applicable Law.

          (f) No Proceedings . There is no litigation, proceeding or investigation pending against the Borrower, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Borrower is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Borrower is a party or (iii) seeking any determination or ruling that would reasonably be expected to have Material Adverse Effect and is reasonably expected to occur.

          (g) All Consents Required . All approvals, authorizations, consents, orders or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Borrower of this Agreement and any other Transaction Document to which the Borrower is a party have been obtained except where the failure to so obtain is not reasonably expected to result in a Material Adverse Effect.

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

          (i) Solvency . The transactions under this Agreement and any other Transaction Document to which the Borrower is a party do not and will not render the Borrower not Solvent and the Borrower shall deliver to the Deal Agent on the Closing Date and the Effective Date a certification in the form of Exhibit F. The Originator has confirmed in writing to the Borrower that, so long as the Borrower is Solvent, the Originator will not cause the Borrower to file a voluntary petition under the Bankruptcy Code or any other Insolvency Laws and, in any event, no such action shall be taken other than in accordance with and as permitted by the Borrower’s organizational documents.

          (j) Selection Procedures . No procedures believed by the Borrower to be adverse to the interests of the Collateral Agent or the Lenders were utilized by the Borrower in

identifying and/or selecting Loans or Dealer Agreements. In addition, each Loan shall have been underwritten in accordance with and satisfy the standards of any Credit Guidelines that has been established by the Borrower or the Originator and is then in effect.

          (k) Taxes . The Borrower has filed or caused to be filed all tax returns that are required to be filed by it. The Borrower has paid or made adequate provisions for the payment of all Taxes and all assessments made against it or any of its property (other than any amount of Tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Borrower), and no tax lien has been filed and, to the Borrower’s knowledge, no claim is being asserted, with respect to any such Tax, fee or other charge.

          (l) Exchange Act Compliance; Regulations T, U and X . None of the transactions contemplated herein (including, without limitation, the use of the proceeds from the pledge of the Collateral) will violate or result in a violation of Section 7 of the Securities Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the pledge of the Collateral will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend “purchase credit” within the meaning of Regulation U.

          (m) Quality of Title . Each Loan, together with the Related Security related thereto, shall, at all times, be owned by the Borrower free and clear of any Lien except as provided in Section 4.2(a)(iii) , and upon each Funding, the Collateral Agent as agent for the Secured Parties shall acquire a valid and perfected first priority security interest in such Loans, the Related Security related thereto and all Collections then existing or thereafter arising, free and clear of any Lien, except as provided in Section 4.2(a)(iii) . No effective financing statement or other instrument similar in effect covering any Loan or Dealer Agreement shall at any time be on file in any recording office except such as may be filed (i) in favor of the Borrower in accordance with the Contribution Agreement or (ii) in favor of the Collateral Agent in accordance with this Agreement.

          (n) Security Interest . The Borrower has granted a security interest (as defined in the UCC) to the Collateral Agent, as agent for the Secured Parties, in the Collateral, which is enforceable in accordance with applicable law upon execution and delivery of this Agreement. Upon the filing of UCC-1 financing statements naming the Collateral Agent as secured party and the Borrower as debtor, the Collateral Agent, as agent for the Secured Parties, shall have a first priority perfected security interest in the Collateral. All filings (including, without limitation, such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Collateral Agent, as agent for the Secured Parties, in the Collateral have been made.

          (o) Accuracy of Information . All information heretofore furnished by the Borrower (including without limitation, the Monthly Report and Credit Acceptance’s financial statements) to the Deal Agent, Collateral Agent, any Liquidity Agent or any Lender for purposes of or in connection with this Agreement or any other Transaction Document, or any transaction contemplated hereby or thereby, will be true, correct, complete and accurate in every material respect, on the date such information is stated or certified.

          (p) Location of Offices . The principal place of business and chief executive office of the Borrower and the of