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EXECUTION COPY




BACKUP SERVICING AGREEMENT




          BACKUP SERVICING AGREEMENT (the “Agreement”), dated as of May 23, 2008, among SYSTEMS
& SERVICES TECHNOLOGIES, INC., a Delaware corporation (the “Backup Servicer”), CREDIT
ACCEPTANCE CORPORATION, a Michigan corporation (“Credit Acceptance” or the
“Servicer”), CAC WAREHOUSE FUNDING III, LLC, a Delaware limited liability company (the
“Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation, as collateral agent (the
“Collateral Agent”) and as deal agent (the “Deal Agent”).




W I T N E S S E T H

:




          WHEREAS, Credit Acceptance, the Borrower, the Backup Servicer, the Deal Agent, the Liquidity
Agent, Relationship Funding Company, LLC and the Collateral Agent have entered into a Loan and
Security Agreement, dated as of the Closing Date (as amended, restated, supplemented or otherwise
modified from time to time, the “Loan Agreement”);




          WHEREAS, the parties to the Loan Agreement desire to obtain the services of the Backup
Servicer to perform certain servicing functions and assume certain obligations with respect to the
Loan Agreement, all as set forth herein, and the Backup Servicer has agreed to perform such
functions and assume such obligations; and




          WHEREAS, for its services hereunder and with respect to the Loan Agreement, the Backup
Servicer will receive a fee payable as described herein;




          NOW THEREFORE, in consideration for the mutual agreements contained herein and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:




ARTICLE 1

DEFINITIONS




     SECTION 1.1. Definitions. All capitalized terms not otherwise defined herein shall
have the meanings specified in, or incorporated by reference to, the Loan Agreement. The following
terms shall have the meanings specified below:



          “Aggregate Basis” means verification of only such aggregated amounts as are stated in
the Monthly Report, and not as to any amount related to any Dealer Loan or Contract.




          “Assumption Date” has the meaning specified in Section 2.3(a).




          “Backup Servicer Event of Default” has the meaning specified in Section 4.1.




          “Backup Servicer’s Certificate” has the meaning specified in Section 2.10.




 









 








          “Backup Servicing Fee” means, as to each Payment Date, $4,000; provided,
however, that if the Backup Servicer becomes the successor Servicer, such fee shall no
longer be paid.




          “Continued Errors” has the meaning specified in Section 2.2(c)(iii).




          “Errors” has the meaning specified in Section 2.2(c)(iii).




          “Liability” has the meaning specified in Section 2.2(c)(i).




          “Live Data Files” has the meaning specified in Section 2.6(a).




          “Material Adverse Change” means any circumstance or event which in the reasonable
judgment of the Deal Agent: (a) may be reasonably expected to cause a material adverse change to
the validity or enforceability of this Agreement or the Loan Agreement; or (b) may be reasonably
expected to materially impair the ability of the Backup Servicer to fulfill its obligations under
this Agreement or the Loan Agreement.




          “Servicer’s Data File” has the meaning specified in Section 2.1(a).




          “Service-Related Activities” means the services and service-related activities and the
servicer-related responsibilities of the Servicer provided for under the Loan Agreement as modified
or eliminated herein with respect to the Backup Servicer.




          “Servicing Fee” has the meaning given such term in Section 1.1 of the Loan
Agreement.




          “Successor Backup Servicer” has the meaning specified in Section 2.4(b).




          “Third Party” has the meaning specified in Section 2.9(d).




     SECTION 1.2. Usage of Terms. With respect to all terms in this Agreement, the
singular includes the plural and the plural the singular; words importing any gender include the
other gender; references to “writing” include printing, typing, lithography, and other means of
reproducing words in a visible form; references to agreements and other contractual instruments
include all subsequent amendments thereto or changes therein entered into in accordance with their
respective terms and not prohibited by this Agreement; references to Persons include their
permitted successors and assigns; and the term “including” means “including without limitation.”



     SECTION 1.3. Section References. All section references shall be to Sections in this
Agreement (unless otherwise provided).



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ARTICLE 2

ADMINISTRATION AND COLLECTION




     SECTION 2.1. Reconciliation of Monthly Reports.



          (a) No later than 9:00 A.M. New York City time on the third Business Day following the end of
each Collection Period, the Servicer shall send to the Backup Servicer an electronic file,
detailing the Collections received during the prior Collection Period and all other information in
its possession relating to the Dealer Loans and the Contracts as may be necessary for the complete
and correct completion of each Monthly Report (the “Servicer’s Data File”) (to the extent
of the information required to be provided by the Servicer). Such electronic file shall be in the
form and have the specifications as may be agreed to between the Servicer and the Backup Servicer
from time to time. The Backup Servicer shall, within one (1) day of the receipt thereof, load the
Servicer’s Data File and confirm that it is in readable form. If the Backup Servicer determines
that the Servicer’s Data File is not in readable form, the Backup Servicer shall immediately upon
discovery thereof notify the Servicer and the Deal Agent by telephone, and upon such notification,
the Servicer shall prepare and send a replacement Servicer’s Data File to the Backup Servicer
satisfying the Backup Servicer’s specifications, for receipt by the Backup Servicer on the next
Business Day.




          (b) No later than the end of the second Business Day prior to each Determination Date, the
Servicer shall furnish to the Backup Servicer the Monthly Report related to the prior Collection
Period together with all other information necessary for preparation of such Monthly Report and
necessary to determine the application of Collections as provided in the Loan Agreement. The
Backup Servicer shall review the information contained in the Monthly Report against the
information on the Servicer’s Data File, on an Aggregate Basis. No later than three (3) Business
Days after the Backup Servicer’s receipt of each Monthly Report, the Backup Servicer shall notify
the Servicer and the Deal Agent of any inconsistencies between the Monthly Report and the
information contained in the Servicer’s Data File; provided, however, in the
absence of a reconciliation, the Monthly Report shall control for the purpose of calculations and
distributions with respect to the related Distribution Date. If the Backup Servicer and the
Servicer are unable to reconcile discrepancies with respect to a Monthly Report prior to the
related Distribution Date, the Servicer shall cause a firm of independent accountants, at the
Servicer’s expense, to audit the Monthly Report and, prior to the third Business Day, but in no
event later than the fifth calendar day, of the following month, reconcile the discrepancies. The
effect, if any, of such reconciliation shall be reflected in the Monthly Report for such next
Distribution Date. The Backup Servicer shall only review the information provided by the Servicer
in the Monthly Report and in the Servicer’s Data File and its obligation to report any
inconsistencies shall be limited to those determinable from such information.




          (c) The Backup Servicer and the Servicer shall attempt to reconcile any such inconsistencies
and/or to furnish any omitted information and the Servicer shall amend the Monthly Report to
reflect the results of the reconciliation or to include any omitted information.




          (d) The Servicer shall provide monthly, or as otherwise requested, to the Backup Servicer, or
its agent, information on the Dealer Loans and related Contracts sufficient to




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enable the Backup Servicer to assume the responsibilities as successor servicer under the Loan
Agreement and service and collect the Dealer Loans and related Contracts.




          (e) The Servicer shall provide the Backup Servicer with any and all updates to the master file
data layout and copy book information necessary due to system changes or modifications, which may
require changes to the Backup Servicer’s applications necessary to read the Servicer’s Data File.




     SECTION 2.2. Review and Verification.



          (a) Notwithstanding anything in Section 2.1 to the contrary, on or before the end of
the second Business Day prior to each Determination Date, the Servicer shall provide sufficient
data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical
accuracy of the Monthly Report on an Aggregate Basis related thereto and determine the following:





     (i) that such Monthly Report is complete on its face;




     (ii) that the amounts credited to and withdrawn from the Collection Account and
the balance of such account, as set forth in the records of the Collateral Agent and
Servicer are the same as the amount set forth in the Monthly Report; and




     (iii) that the amounts credited to and withdrawn from the Reserve Account and
the balance of such account, as set forth in the records of the Collateral Agent and
Servicer are the same as the amount set forth in the Monthly Report.



          (b) The Backup Servicer shall, on or before the Determination Date with respect to any
Collection Period, verify the mathematical accuracy of the Monthly Report in its entirety, which
shall include but not be limited to the following:





     (i) the amount of the related distribution allocable to principal;




     (ii) the amount of the related distribution allocable to interest;




     (iii) the amount of the related distribution payable out of the Reserve
Account;




     (iv) the Aggregate Outstanding Eligible Loan Net Balance, the Aggregate
Outstanding Eligible Loan Balance and the aggregate Outstanding Balance of all
Eligible Contracts as of the close of business on the last day of the preceding
Collection Period;




     (v) the outstanding Capital;



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     (vi) the amount of the Servicing Fee paid to the Servicer with respect to the
related Collection Period and/or due but unpaid with respect to such Collection
Period or prior Collection Periods, as the case may be;




     (vii) the Required Reserve Account Amount;




     (viii) the total amount of Collections for the related Collection Period; and




     (ix) in the aggregate, the Release Price, Retransfer Amount and/or
Nonconforming Contract Payment Amount, if any, that was paid in such period pursuant
to Section 4.5(a), Section 4.5(b) and/or Section 6.2 of the
Loan Agreement, as applicable.



          (c) The Backup Servicer shall provide written notice to the Deal Agent with respect to whether
there are any inconsistencies or deficiencies with respect to its review and verification set forth
in paragraphs (a) and (b) above and, if any, shall provide a description thereof as set forth in
Section 2.10 hereof. In the event of any discrepancy between the information set forth in
subparagraphs (a) and (b) above, as calculated by the Servicer, from that determined or calculated
by the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and, if within three
(3) days of such notice being provided to the Servicer, the Backup Servicer and the Servicer are
unable to resolve such discrepancy, the Backup Servicer shall promptly (but in any event within
three Business Days) notify the Deal Agent of such discrepancy.





     (i) Other than as specifically set forth elsewhere in this Agreement, the
Backup Servicer shall have no obligation to supervise, verify, monitor or administer
the performance of the Servicer and shall have no duty, responsibility, obligation,
or liability (collectively “Liability”) for any action taken or omitted by
the Servicer.




     (ii) The Backup Servicer shall consult with the Servicer as may be necessary
from time to time to perform or carry out the Backup Servicer’s obligations
hereunder, including the obligation, if requested in writing by the Deal Agent, to
succeed within thirty (30) days to the duties and obligations of the Servicer
pursuant to Section 2.3.




     (iii) Except as otherwise provided in this Agreement, the Backup Servicer may
accept and reasonably rely on all accounting, records and work of the Servicer
without audit, and the Backup Servicer shall have no Liability for the acts or
omissions of the Servicer or for the inaccuracy of any data provided, produced or
supplied by the Servicer. If any error, inaccuracy or omission (collectively,
“Errors”) exists in any information received from the Servicer, and such
Errors should cause or materially contribute to the Backup Servicer making or
continuing any Errors (collectively, “Continued Errors”), the Backup
Servicer shall have no Liability for such Continued Errors; provided,
however, that this



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provision shall not protect the Backup Servicer against
any Liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in discovering or correcting any Error or in the performance of its
duties hereunder or under the Loan Agreement. In the event the Backup Servicer
becomes aware of Errors or Continued Errors which, in the opinion of the Backup
Servicer impairs its ability to perform its services hereunder, the Backup Servicer
may, with the prior consent of the Deal Agent, undertake to reconstruct and
reconcile such data as it deems appropriate to correct such Errors and Continued
Errors and prevent future Continued Errors. The Backup Servicer shall be entitled
to recover its costs thereby expended from the Servicer.




     (iv) The Backup Servicer and its officers, directors, employees and agents
shall be indemnified by the Servicer and the Borrower from and against all claims,
damages, losses or expenses reasonably incurred by the Backup Servicer (including
reasonable attorney’s fees and expenses) arising out of claims asserted against the
Backup Servicer on any matter arising out of this Agreement to the extent the act or
omission giving rise to the claim accrues before the Assumption Date, except for any
claims, damages, losses or expenses arising from the Backup Servicer’s own willful
misfeasance, bad faith or gross negligence; provided, however, that
any obligation or liability of the Borrower hereunder shall be limited to any
amounts payable by the Borrower pursuant to Section 2.7 of the Loan
Agreement. The obligations of the Servicer and the Borrower under this Section
shall survive the termination of this Agreement and the earlier resignation or
removal of the Backup Servicer.




     (v) To the extent the Backup Servicer requires any information supplementing
reports or data that is to be provided to it pursuant to the Transaction Documents
in order to complete its verification duties, the Backup Servicer’s verification
duties are conditioned upon timely receipt by the Backup Servicer of such
information.



     SECTION 2.3. Assumption of Servicer’s Obligations.



          (a) The Backup Servicer agrees that within 30 days of receipt of a written notice from the
Deal Agent of the termination of the rights and obligations of Credit Acceptance as Servicer
pursuant to the Loan Agreement, and without further notice, the Backup Servicer shall, subject to
the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the
Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such
Service-Related Activities in accordance with the requirements, terms and conditions set forth in
the Loan Agreement and this Agreement. In the event of a conflict between any provision of the
Loan Agreement and this Agreement, this Agreement shall be controlling.




          (b) In the event of an assumption by the Backup Servicer of the Servicer-Related Activities of
Credit Acceptance under the Loan Agreement, the Backup Servicer shall be obligated to perform the
obligations imposed on the Servicer under the Loan Agreement.




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          (c) Following the Assumption Date, the Deal Agent, in its sole and absolute discretion, may
terminate all of the Backup Servicer’s management, administrative, servicing and collection rights
and obligations with respect to the Dealer Loans and Contracts upon ninety (90) days prior written
notice (such notice, a “Discretionary Termination Notice”) of such termination to the
Backup Servicer (any such termination of servicing, a “Discretionary Termination”). A
Termination Fee equal to the product of three (3) times the Servicing Fee for the month in which
the Discretionary Termination Notice is received shall be payable by the Borrower with respect to
any such Discretionary Termination.




     SECTION 2.4. Servicing and Retention of Servicer.



          (a) Subject to early termination of the Backup Servicer due to the occurrence of a Backup
Servicer Event of Default, or pursuant to Article 4, or as otherwise provided in this Section
2.4, on and after the Assumption Date, the Backup Servicer shall be responsible for the
servicing, administering, managing and collection of the Dealer Loans and Contracts in accordance
herewith and the Loan Agreement.




          (b) In the event of a Backup Servicer Event of Default, the Deal Agent shall have the right to
terminate the Backup Servicer as successor Servicer and Backup Servicer hereunder. Upon the
termination or resignation of the Backup Servicer hereunder, the Deal Agent shall have the right to
appoint a successor Backup Servicer (the “Successor Backup Servicer”) and enter into a
backup servicing agreement with such Successor Backup Servicer at such time and exercise all of its
rights under the Loan Agreement; provided, however, that if such termination or
resignation of the Backup Servicer occurs prior to the Assumption Date, the appointment of the
Successor Backup Servicer shall be mutually acceptable to Credit Acceptance and the Deal Agent.
Such backup servicing agreement shall specify the duties and obligations of the Successor Backup
Servicer, and all references herein and in the Loan Agreement to the Backup Servicer shall be
deemed to refer to such Successor Backup Servicer.




          (c) The Backup Servicer shall not resign from the obligations and duties imposed on it by this
Agreement or the Loan Agreement, as successor servicer or as Backup Servicer, as applicable, except
upon a determination that by reason of a change in legal requirements, the performance of its
duties hereunder or under the Loan Agreement would cause it to be in violation of such legal
requirements in a manner which would have a material adverse effect on the Backup Servicer, and the
Deal Agent does not elect to waive the obligations of the Backup Servicer to perform the duties
which render it legally unable to act or to delegate those duties to another Person. Any such
determination permitting the resignation of the Backup Servicer pursuant to this Section
2.4(c) shall be evidenced by an opinion of counsel to such effect delivered and acceptable to
the Deal Agent. No resignation of the Backup Servicer shall become effective until an entity
reasonably acceptable to the Deal Agent shall have assumed the responsibilities and obligations of
the Backup Servicer.




          (d) Any Person: (i) into which the Backup Servicer may be merged or consolidated; (ii)
resulting from any merger or consolidation to which the Backup Servicer shall be a party; (iii)
which acquires by conveyance, transfer or lease substantially all of the assets of the Backup
Servicer; or (iv) succeeding to the business of the Backup Servicer, in any of the




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foregoing cases
shall execute an agreement of assumption to perform every obligation of the
Backup Servicer under this Agreement and the Loan Agreement, whether or not such assumption
agreement is executed, shall be the successor to the Backup Servicer under this Agreement and the
Loan Agreement without the execution or filing of any paper or any further act on the part of any
of the parties to this Agreement or the Loan Agreement, anything herein or therein to the contrary
notwithstanding; provided, however, that nothing contained herein or therein shall
be deemed to release the Backup Servicer from any obligation hereunder or under the Loan Agreement.




          (e) Following the Assumption Date, the Backup Servicer shall be required to deliver to the
Deal Agent on or before one hundred twenty (120) days after the end of the Backup Servicer’s fiscal
year, with respect to such fiscal year, a copy of its annual SAS-70 and its audited financial
statements for such fiscal year.




          (f) Concurrently with the delivery of the financial reports delivered under (e) above, a
report in substantially the form attached to this Agreement as Exhibit I and certified by the chief
financial officer of the Backup Servicer, certifying that no Backup Servicer Event of Default and
no event which, with the giving of notice or the passage of time, would become a Backup Servicer
Event of Default has occurred and is continuing or, if any such Backup Servicer Event of Default or
other event has occurred and is continuing, such a Backup Servicer Event of Default has occurred
and is continuing, the action which the Backup Servicer has taken or proposes to take with respect
thereto, shall be delivered to the Deal Agent.




     SECTION 2.5. Servicing Duties of the Backup Servicer. On and after the Assumption
Date:



          (a) The Backup Servicer shall take or cause to be taken all such action as may be necessary or
advisable to collect all amounts due under the Dealer Loans and Contracts from time to time, all in
accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in
accordance with the Collection Guidelines. There shall be no recourse to the Backup Servicer with
regard to the Dealer Loans and Contracts. The Backup Servicer shall hold in trust for the
Collateral Agent all records which evidence or relate to all or any part of the Collateral. In the
event that a Successor Backup Servicer is appointed, the outgoing Backup Servicer shall deliver to
the Successor Backup Servicer and the Successor Backup Servicer shall hold in trust for the
Collateral Agent all records which evidence or relate to all or any part of the Collateral.




          (b) The Backup Servicer shall as soon as practicable upon demand, deliver to the Servicer all
records in its possession which evidence or relate to indebtedness of an Obligor which is not a
Dealer Loan or Contract.




          (c) The Backup Servicer shall remit to the Collection Account within two (2) Business Days of
receipt, all Collections.




          (d) In addition to the obligations of the Backup Servicer under this Agreement, the Backup
Servicer shall perform all of the obligations of the Servicer as servicer




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under the Loan Agreement,
except as set forth in Section 2.3(b) hereof. Without limiting the foregoing and anything
provided for herein, the Backup Servicer shall perform the following in
substantially the same manner and level at which Credit Acceptance performs such on the date
hereof: (a) customer service inquiries/responsibilities; (b) collections on delinquent and
charged-off contracts; (c) insurance monitoring and the making of claims with respect thereto; (d)
creating the Monthly Reports; (e) repossession and other legal actions; (f) statements to
performing contracts and other correspondence; (g) reconciliation of dealer holdback payments; (h)
inventory management; (i) maintenance of lock-box accounts; (j) electronic skip tracing; and (k)
document storage and title maintenance.




     SECTION 2.6. Other Obligations of the Backup Servicer and Servicer.



          (a) No later than the 10th day of each calendar month until the earlier of the
Assumption Date or the termination of this Agreement, Credit Acceptance shall provide a Live Data
File (as defined below) transmission to the Backup Servicer, which shall include the Dealer Loan
and Contract master file, the transaction history file and all other files necessary to carry out
the Service-Related Activities received in connection herewith (the “Live Data Files”).
The Backup Servicer shall convert the Live Data Files to its internal systems, and no later than
five (5) Business Days after the receipt thereof, shall confirm in writing to Credit Acceptance and
the Deal Agent the accuracy and completeness of the conversion; provided, however,
that such confirmation shall not be deemed to apply to the accuracy of the Live Data Files as
provided by Credit Acceptance, but shall be deemed only to apply to the accuracy of the conversion
of the Live Data Files to the Backup Servicer’s internal systems. In the event of any changes in
format with respect to either Credit Acceptance or the Backup Servicer, Credit Acceptance and the
Backup Servicer shall coordinate with each other for the replacement of the data files with files
in the correct format, modified accordingly. To verify that Live Data Files have been accurately
converted to the Backup Servicer’s internal servicing system, the Backup Servicer will provide
Credit Acceptance and the Deal Agent with such reports as are mutually agreed upon by Credit
Acceptance and the Backup Servicer from time to time. Credit Acceptance reserves the right to
review converted data on the Backup Servicer’s system either by performing an onsite review of the
Backup Servicer’s systems or, at Credit Acceptance’s sole expense, by having remote access to the
Backup Servicer’s systems.




          (b) In connection with the Backup Servicer assuming the obligations of Servicer hereunder and
under the Loan Agreement, Credit Acceptance agrees that it shall: (i) promptly make available to
the Backup Servicer access to all records and information in the possession of Credit Acceptance
related to the Dealer Loans and the Contracts as may be necessary or reasonably requested by the
Backup Servicer in connection with the performance of the Backup Servicer’s obligations hereunder
and thereunder; and (ii) cooperate in good faith with the Backup Servicer and the Deal Agent in
connection with any transition of the servicing of the Dealer Loans and Contracts to the Backup
Servicer.




     SECTION 2.7. Servicing Compensation. As compensation for the performance of its
obligations under this Agreement and with respect to the Loan Agreement, the Backup Servicer is
entitled to: (i) prior to the Assumption Date, the Backup Servicing Fee and (ii) after the



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Assumption Date, the sum of: (A) the Servicing Fee, (B) any Repossession Expenses, (C) any
Reliening Expenses and (D) any Transition Expenses.




     SECTION 2.8. Collateral Agent’s Rights. At any time following the Assumption Date:



          (a) The Collateral Agent or the Backup Servicer may direct that payment of all amounts payable
under any Dealer Loans or Contracts be made directly to the Backup Servicer, the Collateral Agent
or its designee.




          (b) The Servicer shall, (unless otherwise directed by the Deal Agent) (i) assemble all of the
records relating to the Collateral and shall make the same available to the Backup Servicer (or the
Collateral Agent if so directed by the Deal Agent) at a place selected by the Backup Servicer or
the Collateral Agent, as applicable; provided, however, that the Servicer will be
entitled to retain copies of all records provided pursuant to this Section 2.8(b), and (ii)
segregate all cash, checks and other instruments received by it from time to time constituting
Collections in a manner acceptable to the Deal Agent and shall, promptly upon receipt but no later
than one (1) Business Day after receipt, remit all such cash, checks and instruments, duly endorsed
or with duly executed instruments of transfer, as directed by the Deal Agent or the Backup
Servicer.




          (c) Credit Acceptance hereby authorizes the Collateral Agent and the Backup Servicer to take
any and all steps in Credit Acceptance’s name and on behalf of Credit Acceptance necessary or
desirable, in the determination of the Backup Servicer or the Collateral Agent acting in “good
faith” (as such term is defined in Article 9 of the UCC), to collect all amounts due under any and
all of the Dealer Loans, including, without limitation, endorsing Credit Acceptance’s name on
checks and other instruments representing Collections and enforcing the Dealer Loans and Contracts;
provided, however, that the Collateral Agent shall not have an affirmative
obligation to carry out such duties.




     SECTION 2.9. Liability of the Backup Servicer; Standard of Care.



          (a) The Backup Servicer shall not be liable for its actions or omissions hereunder except (i)
for its negligence, willful misconduct or breach of this Agreement not caused by another party to
this Agreement, or (ii) for any recitals, statements, representations or warranties made expressly
by the Backup Servicer.




          (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer and its
respective officers, directors, agents and employees from and against any and all costs, expenses,
losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage
or liability arose out of, or was imposed upon the Servicer through the Backup Servicer’s breach of
this Agreement, the willful misfeasance, bad faith or negligence of the Backup Servicer in the
performance of its duties under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement.




          (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its
respective officers, directors, agents and employees from and against any and all costs, expenses,
losses, claims, damages and liabilities to the extent that such cost, expense, loss,




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claim, damage
or liability arose out of, or was imposed upon the Backup Servicer through the Servicer’s breach of
this Agreement, the willful misfeasance, bad faith or negligence of the Servicer in the performance
of its duties under this Agreement or by reason of reckless disregard of its obligations and duties
under this Agreement.




          (d) The Backup Servicer may accept and reasonably rely on all accounting and servicing records
and other documentation provided to the Backup Servicer by or at the direction of the Servicer,
including documents prepared or maintained by any originator, or previous servicer, or any party
providing services related to the Dealer Loans or Contracts (collectively, the “Third
Party”). The Servicer agrees to indemnify (subject to the limitation provided in subsection
(e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents
against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way
related to the negligence or misconduct of any Third Party with respect to the Dealer Loans or
Contracts. The Backup Servicer shall have no Liability for the acts or omissions of any such Third
Party or for the inaccuracy of any data provided, produced or supplied by such Third Party. If any
Error exists in any information provided to the Backup Servicer and such Errors cause or materially
contribute to the Backup Servicer making a Continuing Error, the Backup Servicer shall have no
liability for such Continued Errors; provided, however, that this provision shall
not protect the Backup Servicer against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in discovering or correcting any error or in the
performance of its duties contemplated herein.




          In the event the Backup Servicer becomes aware of Errors and/or Continued Errors which, in the
opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup
Servicer shall promptly notify the Servicer and the Deal Agent of such Errors and/or Continued
Errors. With the prior consent of the Servicer and the Deal Agent, the Backup Servicer may
undertake to reconstruct any data or records appropriate to correct such Errors and/or Continued
Errors and to prevent future Continued Errors. The Backup Servicer shall be entitled to recover
its costs thereby expended from the Servicer.




          (e) Indemnification under this Article shall include, without limitation, reasonable fees and
expenses of counsel and expenses of litigation. If the indemnifying party has made any indemnity
payments pursuant to this Article and the recipient thereafter collects any of such amounts from
others, the recipient shall promptly repay such amounts collected to the indemnifying party,
together with any interest earned thereon.




          (f) In performing the Service-Related Activities contemplated by this Agreement, the Backup
Servicer agrees to comply in all respects with the applicable state and federal laws and will carry
out such activities with the same degree of care as that provided for the Servicer under the Loan
Agreement. The Backup Servicer shall maintain all state and federal licenses and franchises
necessary for it to perform Service-Related Activities. The Backup Servicer shall not have any
Liability for any Error or Continued Error by the Servicer, or for any error, inaccuracy or
omission of the Servicer before the Backup Servicer assumes the Service-Related Activities.




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          (g) Neither the Backup Servicer nor any of the directors or officers or employees or agents of
the Backup Servicer shall be under any liability to the Servicer or any party to this Agreement or
the Loan Agreement except as provided in this Agreement, for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement; provided,
however, that this provision shall not protect the Backup Servicer or any
such person against any liability that would otherwise be imposed by reason of a breach of
this Agreement or willful misfeasance, bad faith or gross negligence (excluding errors in judgment)
in the performance of duties, by reason of reckless disregard of obligations and duties under this
Agreement or any violation of law by the Backup Servicer or such person, as the case may be. The
Backup Servicer and any director, officer, employee or agent of the Backup Servicer may
conclusively rely and shall be fully protected in acting or refraining from acting upon any
document, certificate, instrument, opinion, notice, statement, consent, resolution, entitlement
order, approval or conversation believed by it to be genuine and made by the proper person and upon
the advice or opinion of counsel or other experts selected by it. The Backup Servicer shall not be
liable for an error of judgment made in good faith by a Responsible Officer of the Backup Servicer,
unless it shall be proven that the Backup Servicer was negligent in ascertaining the pertinent
facts.




          (h) The Backup Servicer shall maintain its existence and rights as a corporation under the
laws of the jurisdiction of its incorporation, and will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which the failure to so qualify would
have an adverse effect on the validity or enforceability of any Contract, Dealer Agreement, this
Agreement or on the ability of the Backup Servicer to perform its duties under this Agreement or
the Loan Agreement.




          (i) The provisions of this Section shall survive the termination of this Agreement.




          (j) The Backup Servicer shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, entitlement order, approval or other paper or document.




          (k) The Backup Servicer may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, attorneys, custodians or nominees
appointed with due care.




          (l) To the extent that the Backup Servicer is not indemnified by the Servicer pursuant to
Section 2.2 hereunder and under the Loan Agreement, such amounts shall be reimbursable by
the Borrower pursuant to the extent of amounts available therefor and in accordance with the
priorities for payment set forth in Section 2.7(a) of the Loan Agreement.




          (m) Notwithstanding anything to the contrary contained herein, in no event shall the Backup
Servicer be liable for special, indirect, or consequential damages of any kind whatsoever,
including but not limited to lost profits, even if the Backup Servicer has been advised of the
likelihood of such loss or damage and regardless of the form of action.




12









 








     SECTION 2.10. Backup Monthly Report. Prior to the Assumption Date, on or before
12:00 noon (New York City time) on the Business Day preceding each Distribution Date, the Backup
Servicer shall deliver or cause to be delivered to the Deal Agent a report (the “Backup
Servicer’s Monthly Report”), in form and substance satisfactory to Deal Agent, signed by an
officer of the Backup Servicer, stating that: (i) the Backup Servicer has loaded the Servicer’s
Data File as described in Section 2.1(a) on its hardware; (ii) a review of the Monthly
Report for
the related Distribution Date has been made under such officer’s supervision; (iii) the Backup
Servicer has received the Live Data File described in Section 2.6(a); and (iv) to such
officer’s knowledge: (x) the electronic media is in readable form; (y) with respect to the review
and verification set forth in Section 2.2(a) and 2.2(b), the data on the Servicer’s
Data File tie to the related Monthly Report resulting in no discrepancies between them; and (z) the
Monthly Report does not contain any errors in accordance with the review criteria set forth in
Section 2.2(a) hereunder. If the preceding statements cannot be made in the affirmative,
the applicable officer shall state the nature of any and all anomalies, discrepancies and errors,
and indicate all actions it is currently taking with the Servicer to reconcile and/or correct the
same. Each Backup Servicer’s Monthly Report shall be dated as of the related Determination Date.
Upon the request of the Deal Agent, a Backup Servicer’s Monthly Report shall be accompanied by
copies of any third party reports relied on or obtained in connection with the Backup Servicer’s
duties hereunder. The Backup Servicer, with respect to the Backup Servicer’s Monthly Report, shall
not be responsible for delays attributable to the failure of the Servicer or any other Person to
deliver information, defects in the information supplied by the Servicer or any other Person or
other circumstances beyond the control of the Backup Servicer. After the Assumption Date, the
Backup Servicer shall deliver the Monthly Report in accordance with the Loan Agreement.



     SECTION 2.11. Backup Servicer’s Expenses. The Backup Servicer shall be required to
pay all expenses incurred by it in connection with its activities hereunder, including fees and
disbursements of independent accountants, taxes imposed on the Backup Servicer and expenses
incurred in connection with distributions and reports to the Servicer and the Deal Agent. When the
Backup Servicer incurs expenses after the occurrence of a Servicer Termination Event or Termination
Event, in either case, under the Loan Agreement, the parties hereto intend that such expenses
constitute expenses of administration under the Bankruptcy Code or any other applicable Federal or
State bankruptcy, insolvency or similar law.



ARTICLE 3

REPRESENTATIONS AND WARRANTIES




     SECTION 3.1. Representations and Warranties of the Backup Servicer. The Backup
Servicer represents, warrants and covenants as of the date of execution and delivery of this
Agreement:



          (a) Organization and Good Standing. The Backup Servicer has been duly organized and
is validly existing as a corporation in good standing under the laws of Delaware, with power,
authority and legal right to own its properties and to conduct its business as such properties are
currently owned and such business is currently conducted, and had at all relevant times, and now
has, power, authority and legal right to enter into and perform its obligations under this
Agreement or the Loan Agreement.




13









 








          (b) Due qualification. The Backup Servicer is duly qualified to do business as a
corporation in good standing, and has obtained all necessary licenses and approvals, in all
jurisdictions where the failure to do so would materially and adversely affect the performance of
its obligations under this Agreement or the Loan Agreement.




          (c) Power and Authority. The Backup Servicer has the power and authority to execute
and deliver this Agreement and to carry out the terms hereof; and the execution, delivery and
performance of this Agreement have been duly authorized by the Backup Servicer by all necessary
corporate action.




          (d) Binding Obligation. This Agreement shall constitute the legal, valid and binding
obligation of the Backup Servicer enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors’ rights generally and by equitable limitations on the
availability of specific remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law.




          (e) No Violation. The execution and delivery of this Agreement, the consummation of
the transactions contemplated by this Agreement, and the fulfillment of the terms hereof, shall not
conflict with, result in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time, or both) a default under, the certificate of incorporation or
bylaws of the Backup Servicer, or any indenture, agreement, mortgage, deed of trust or other
instrument to which the Backup Servicer is a party or by which it is bound, or result in the
creation or imposition of any lien upon any of its properties pursuant to the terms of any such
indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or
violate any law, order, rule or regulation applicable to the Backup Servicer of any court or of any
federal or state regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Backup Servicer or any of its properties.




          (f) No Proceedings. There are no proceedings or investigations pending or, to the
Backup Servicer’s knowledge, threatened against the Backup Servicer, before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality having jurisdiction
over the Backup Servicer or its properties: (i) asserting the invalidity of this Agreement, (ii)
seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or
(iii) seeking any determination or ruling that might materially and adversely affect the
performance by the Backup Servicer of its obligations under, or the validity or enforceability of,
this Agreement.




          (g) The Backup Servicer is not required to obtain the consent of any other party or any
consent, license, approval or authorization, or registration or declaration with, any governmental
authority, bureau or agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement.




          (h) Facilities. The Backup Servicer has adequate facilities and employees in place to
handle the following, in accordance with its Collection Guidelines, including, but not limited to:
(i) customer service inquiries/responsibilities; (ii) collections on delinquent and




14









 







charged-off
contracts; (iii) insurance monitoring and the making of claims with respect thereto; (iv) creating
the Monthly Reports; (v) repossession and other legal actions; (vi) statements to performing
accounts and other correspondence; (vii) reconciliation of dealer holdback payments; (viii)
inventory management; (ix) maintenance of lock-box accounts; (x) electronic skip tracing; and (xi)
document storage and title maintenance.




          (i) The Backup Servicer shall take all actions it deems necessary to commence servicing within
30 days of receipt of written notice from the Deal Agent, including without limitation, hiring and
training new personnel and purchasing any necessary equipment.




          (j) The Backup Servicer will keep gateways, hardware, software, systems and the interface used
to fulfill its obligations hereunder up-to-date as necessary to ensure continuing compatibility
with Credit Acceptance’s systems, utilized by Credit Acceptance in its capacity as Servicer, and
otherwise maintain a technology platform that will enable the Backup Servicer to fulfill its
obligations at all times, provided that the Backup Servicer will not be responsible for ensuring
compatibility with systems changed or modified by Credit Acceptance unless Credit Acceptance
notifies the Backup Servicer of such changes or modifications.




          (k) The Backup Servicer and all of its employees performing the services described hereunder
will perform such services in accordance with industry standards applicable to the performance of
such services, and with the same degree of care as it applies to the performance of such services
for any assets which the Backup Servicer holds for its own account.




          (l) Upon a Backup Servicer Event of Default, the Backup Servicer shall promptly (but in any
event within two (2) business days) notify the Servicer and the Deal Agent of such Backup Servicer
Event of Default.




ARTICLE 4

TERMINATION




     SECTION 4.1. Backup Servicer Event of Default.



          For purposes of this Agreement, any of the following shall constitute a “Backup Servicer
Event of Default”:




          (a) Failure on the part of the Backup Servicer duly to observe or perform in any material
respect any covenant or agreement of the Backup Servicer set forth in this Agreement, which failure
continues unremedied for a period of 30 days after the date on which the Backup Servicer shall have
actual knowledge thereof or written notice of such failure, requiring the same to be remedied,
shall have been given to the Backup Servicer by the Deal Agent.




          (b) Any failure by the Backup Servicer (x) after the Assumption Date to deposit to the
Collection Account any amount required to be deposited by the Servicer and such failure shall
continue unremedied for a period of two (2) days or (y) to deliver to the Deal Agent,




15









 







any Backup
Servicer’s Monthly Report on the related Distribution Date that shall continue unremedied for a
period of one (1) Business Day.




          (c) The entry of a decree or order by a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the
Backup Servicer in any insolvency, readjustment of debt, marshalling of assets and liabilities, or
similar proceedings, or for the winding up or liquidation of its respective affairs, and the
continuance of any such decree or order unstayed and in effect for a period of 60
consecutive days or the entry of any decree or order for relief in respect of the Backup
Servicer under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of
debt, or similar law, whether now or hereafter in effect, which decree or order for relief
continues unstayed and in effect for a period of 60 consecutive days.




          (d) The consent by the Backup Servicer to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or
similar proceedings of or relating to the Backup Servicer or relating to substantially all of its
property; or the admission by the Backup Servicer in writing of its inability to pay its debts
generally as they become due, the filing by the Backup Servicer of a petition to take advantage of
any applicable insolvency or reorganization statute, the making by the Backup Servicer of an
assignment for the benefit of its creditors, or the voluntarily suspension by the Backup Servicer
of payment of its obligations.




          (e) Any representation, warranty or statement of the Backup Servicer made in this Agreement or
any certificate, report or other writing delivered by the Backup Servicer pursuant hereto shall
prove to be incorrect in any material respect as of the time when the same shall have been made
and, within 30 days after written notice thereof shall have been given to the Backup Servicer by
the Deal Agent, the circumstances or condition in respect of which such representation, warranty or
statement was incorrect shall not have been eliminated or otherwise cured.




     SECTION 4.2. Consequences of a Backup Servicer Event of Default.



          If a Backup Servicer Event of Default has occurred and is continuing, the Deal Agent may, by
notice given in writing to the Backup Servicer, terminate all of the rights and obligations of the
Backup Servicer under this Agreement. On or after the receipt by the Backup Servicer of such
written notice, all authority, power, obligations and responsibilities of the Backup Servicer under
this Agreement shall be terminated. The terminated Backup Servicer agrees to cooperate with the
Deal Agent in effecting the termination of the responsibilities and rights of the terminated Backup
Servicer under this Agreement.




     SECTION 4.3. Backup Servicing Termination.



          Prior to the time the Backup Servicer receives a notice from the Deal Agent that the Backup
Servicer will become the Servicer, the Backup Servicer may terminate this Agreement for any reason
in its sole judgment and discretion upon delivery of 90 days advance written notice to the Deal
Agent or the Collateral Agent of such termination.




16









 








     SECTION 4.4. Return of Confidential Information.



          Upon termination of this Agreement, the Backup Servicer shall, at the direction of the Deal
Agent, promptly return all written confidential information and any related electronic and written
files and correspondence in its possession as are related to this Agreement and the Service-Related
Activities contemplated hereunder. The Backup Servicer shall provide reasonable access to its
facilities and assistance to any successor servicer or other party assuming the servicing
responsibilities, provided, however, that such access shall not unreasonably
interfere with the Backup Servicer conducting its day to day operations.




ARTICLE 5

MISCELLANEOUS




     SECTION 5.1. Notices, Etc.



          (a) On and after the Assumption Date, Credit Acceptance hereby agrees to provide to the Backup
Servicer all notices required to be provided to the Servicer pursuant to the Loan Agreement and the
other Transaction Documents, as well as a hard copy sent by a nationally recognized courier service
with item tracking capability.




          (b) Except where telephonic instructions or notices are authorized herein to be given, all
notices, demands, instructions and other communications required or permitted to be given to or
made upon any party hereto shall be in writing and shall be sent electronically or by facsimile
transmission with a confirmation of the receipt thereof and shall be deemed to be given for
purposes of this Agreement on the day that the receipt of such facsimile transmission is confirmed
in accordance with the provisions of this Section 5.1. Unless otherwise specified in a
notice sent or delivered in accordance with the foregoing provisions of this Section, notices,
demands, instructions (including payment instructions) and other communications in writing shall be
given to or made upon the respective parties hereto at their respective addresses and accounts
indicated below, and, in the case of telephonic instructions or notices, by calling the telephone
number or numbers indicated for such party below:




	 	 	 
	If to the Borrower:
	 	 
	 

	 	CAC Warehouse Funding III, LLC
	 

	 	Silver Triangle Building
	 

	 	25505 West Twelve Mile Road
	 

	 	Southfield, Michigan 48034-8339
	 

	 	Attention: Wendy A. Rummler
	 

	 	Telephone: (248) 353-2700 (ext. 4217)
	 

	 	Telecopy: (866) 249-3138
	 
	 	 
	If to the Servicer:
	 	 
	 

	 	Credit Acceptance Corporation
	 

	 	Silver Triangle Building
	 

	 	25505 West Twelve Mile Road, Suite 3000
	 

	 	Southfield, Michigan 48034-8339






17









 






	 	 	 
	 

	 	Attention: Wendy A. Rummler
	 

	 	Telephone: (248) 353-2700 (ext. 4217)
	 

	 	Telecopy: (866) 249-3138
	 
	 	 
	If to the Collateral Agent:
	 
	 	 
	 

	 	Fifth Third Bank
	 

	 	38 Fountain Square Plaza
	 

	 	MD 109046
	 

	 	Cincinnati, Ohio 45263
	 

	 	Attention: Brian Gardner
	 

	 	Facsimile No.: (513) 534-0319
	 

	 	Confirmation No: (513) 534-7949
	 
	 	 
	If to the Deal Agent:
	 
	 	 
	 

	 	Fifth Third Bank
	 

	 	38 Fountain Square Plaza
	 

	 	MD 109046
	 

	 	Cincinnati, Ohio 45263
	 

	 	Attention: Brian Gardner
	 

	 	Facsimile No.: (513) 534-0319
	 

	 	Confirmation No: (513) 534-7949
	 
	 	 
	If to the Backup Servicer:
	 
	 	 
	 

	 	Systems & Services Technologies, Inc.
	 

	 	4315 Pickett Road
	 

	 	St. Joseph, MO 64503
	 

	 	Attention:      John Chappell, President,
	 

	 	                       Joseph Booz, EVP/General Counsel
	 

	 	Facsimile:       (816) 671-2029
	 

	 	Telephone:     (816) 671-2022; (816) 671-2028
	 
	 	 
	 

	 	with a copy to:
	 

	 	NCO Group, Inc.
	 

	 	507 Prudential Road
	 

	 	Horsham, Pennsylvania 19044
	 

	 	Attn: Joshua Gindin, EVP/General Counsel






     SECTION 5.2. Successors and Assigns. This Agreement shall be binding upon the Backup
Servicer, and shall inure to the benefit of the Collateral Agent, the Secured Parties and their
respective successors and permitted assigns.



     SECTION 5.3. No Bankruptcy Petition Against the Borrower. The parties hereto agree
that until one year and one day after the Collection Date, they shall not: (i) institute the filing
of a bankruptcy petition against the Borrower based upon any claim in its favor arising hereunder
or



18









 




under the Transaction Documents; (ii) file a petition or consent to a petition seeking relief on
behalf of the Borrower under the Bankruptcy Law; or (iii) consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or similar official) of the Borrower or any portion of
the property of the Borrower. The parties hereto agree that all obligations of the Borrower are
non-recourse to the Borrower except as specifically set forth in the Transaction Documents.




     SECTION 5.4. [Intentionally Omitted]



     SECTION 5.5. Severability Clause. Any provisions of this Agreement which are
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.



     SECTION 5.6. Amendments. This Agreement and the rights and obligations of the parties
hereunder may not be changed orally but only by an instrument in writing signed by the parties
hereto.



     SECTION 5.7. GOVERNING LAW; SUBMISSION TO JURISDICTION. (a) THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.



     (b) EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING
IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN
THIS SECTION 5.7(b) SHALL AFFECT THE RIGHT OF ANY PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST
ANY OTHER PARTY OR ITS RESPECTIVE PROPERTIES IN THE COURTS OF OTHER JURISDICTIONS.



     SECTION 5.8. No Petition. Each of the parties hereto (other than the Deal Agent and
each CP Entity) hereby agrees that it will not institute against, or join any other Person in
instituting against the Borrower any Insolvency Proceeding so long as there shall not have elapsed
one year and one day since the Collection Date. The agreements set forth in this Section
5.8 and the parties’ respective obligations under this Section 5.8 shall survive the
termination of this Agreement.



19









 





     SECTION 5.9. Counterparts. This Agreement may be executed in any number of copies,
and by the different parties hereto on the same or separate counterparts, each of which shall be
deemed to be an original instrument.



     SECTION 5.10. Headings. Section headings used in this Agreement are for convenience
of reference only and shall not affect the construction or interpretation of this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





20









 








          IN WITNESS WHEREOF, the Servicer, Deal Agent, the Borrower, the Backup Servicer and the
Collateral Agent, have caused this Agreement to be executed by their respective officers thereunto
duly authorized as of the day and year first above written.




	 	 	 	 	 
	 	CREDIT ACCEPTANCE CORPORATION,

     as Servicer

 	 
	 	By:  	/s/ Douglas W. Busk
 	 
	 	 	Name:  	Douglas W. Busk 	 
	 	 	Title:  	Treasurer 	 
	 
	 	SYSTEM & SERVICES TECHNOLOGIES, INC.,

     as Backup Servicer

 	 
	 	By:  	/s/ Joshua Gindin
 	 
	 	 	Name:  	Joshua Gindin 	 
	 	 	Title:  	Secretary 	 
	 
	 	FIFTH THIRD BANK,

     as Collateral Agent and as Deal Agent

 	 
	 	By:  	/s/ Brian Gardner
 	 
	 	 	Name:  	Brian Gardner 	 
	 	 	Title:  	Vice President 	 
	 
	 	CAC WAREHOUSE FUNDING III, LLC,

     as Borrower

 	 
	 	By:  	/s/ Douglas W. Busk
 	 
	 	 	Name:  	Douglas W. Busk 	 
	 	 	Title:  	Treasurer 	 
	 



[Backup Servicing Agreement Signature Page]




 









 








Exhibit I




Backup Servicer Certification





ii