exv4wxfyx98y



 





Exhibit 4(f)(98)




EXECUTION COPY




AMENDED AND RESTATED TRUST AGREEMENT




between




CREDIT ACCEPTANCE FUNDING LLC 2007-2

Seller




and




U.S. BANK TRUST NATIONAL ASSOCIATION

Owner Trustee




Dated as of October 29, 2007




 









 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I Definitions
	 	 	1	 
	SECTION 1.1. Capitalized Terms
	 	 	1	 
	SECTION 1.2. Other Definitional Provisions
	 	 	3	 
	ARTICLE II Organization
	 	 	4	 
	SECTION 2.1. Declaration of Trust; Name
	 	 	4	 
	SECTION 2.2. Office
	 	 	4	 
	SECTION 2.3. Purposes and Powers
	 	 	4	 
	SECTION 2.4. Appointment of Owner Trustee
	 	 	5	 
	SECTION 2.5. Capital Contribution of Trust Estate
	 	 	5	 
	SECTION 2.6. Status of Trust Under Statutory Trust Act; Certain Income Tax Matters
	 	 	5	 
	SECTION 2.7. Liability of Seller
	 	 	5	 
	SECTION 2.8. Appointment of Trust Collateral Agent; Title to Trust Property
	 	 	5	 
	SECTION 2.9. Situs of Trust
	 	 	6	 
	SECTION
2.10. Representations and Warranties of the Seller
	 	 	6	 
	SECTION
2.11. Federal Income Tax Treatment of the Trust
	 	 	8	 
	SECTION
2.12. Covenants of the Seller
	 	 	8	 
	SECTION
2.13. Covenants of the Certificateholders
	 	 	11	 
	ARTICLE III Certificates and Transfer of Interests
	 	 	12	 
	SECTION 3.1. Initial Ownership
	 	 	12	 
	SECTION 3.2. The Certificates
	 	 	12	 
	SECTION 3.3. Authentication of Certificates
	 	 	13	 
	SECTION 3.4. Registration of Transfer and Exchange of Certificates
	 	 	13	 
	SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates
	 	 	14	 
	SECTION 3.6. Persons Deemed Certificateholders
	 	 	15	 
	SECTION 3.7. Access to List of Certificateholders’ Names and Addresses
	 	 	15	 
	SECTION 3.8. Distributions
	 	 	15	 
	SECTION 3.9. ERISA Restrictions
	 	 	15	 
	ARTICLE IV Voting Rights and Other Actions
	 	 	16	 
	SECTION 4.1. Prior Notice to Holders with Respect to Certain Matters
	 	 	16	 
	SECTION 4.2. Action by Certificateholders with Respect to Certain Matters
	 	 	19	 
	SECTION 4.3. Action by Certificateholders with Respect to Bankruptcy
	 	 	19	 
	SECTION 4.4. Restrictions on Certificateholders’ Power
	 	 	19	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	SECTION 4.5. Majority Control
	 	 	20	 
	SECTION 4.6. Rights of the Class A Insurer
	 	 	20	 
	ARTICLE V Certain Duties
	 	 	20	 
	SECTION 5.1. Accounting and Records to the Certificateholders, the Internal Revenue
Service and Others
	 	 	20	 
	SECTION 5.2. Signature on Returns; Tax Matters Partner
	 	 	21	 
	ARTICLE VI Authority and Duties of Owner Trustee
	 	 	21	 
	SECTION 6.1. General Authority
	 	 	21	 
	SECTION 6.2. General Duties
	 	 	21	 
	SECTION 6.3. Action upon Instruction
	 	 	22	 
	SECTION 6.4. No Duties Except as Specified in this Agreement or in Instructions
	 	 	23	 
	SECTION 6.5. No Action Except under Specified Documents or Instructions
	 	 	23	 
	SECTION 6.6. Restrictions
	 	 	24	 
	ARTICLE VII Concerning the Owner Trustee
	 	 	24	 
	SECTION 7.1. Acceptance of Trusts and Duties
	 	 	24	 
	SECTION 7.2. Furnishing of Documents
	 	 	25	 
	SECTION 7.3. Representations and Warranties
	 	 	25	 
	SECTION 7.4. Reliance; Advice of Counsel
	 	 	26	 
	SECTION 7.5. Not Acting in Individual Capacity
	 	 	27	 
	SECTION 7.6. Owner Trustee Not Liable for Certificates or Dealer Loans
	 	 	27	 
	SECTION 7.7. Owner Trustee May Own Certificates and Notes
	 	 	27	 
	SECTION 7.8. Payments from Trust Property
	 	 	27	 
	SECTION 7.9. Doing Business in Other Jurisdictions
	 	 	28	 
	ARTICLE VIII Compensation of Owner Trustee
	 	 	28	 
	SECTION 8.1. Owner Trustee’s Fees and Expenses
	 	 	28	 
	SECTION 8.2. Indemnification
	 	 	28	 
	SECTION 8.3. Payments to the Owner Trustee
	 	 	29	 
	SECTION 8.4. Non-Recourse Obligations
	 	 	29	 
	ARTICLE IX Termination of Trust Agreement
	 	 	29	 
	SECTION 9.1. Termination of Trust Agreement
	 	 	29	 
	ARTICLE X Successor Owner Trustees and Additional Owner Trustees
	 	 	31	 
	SECTION 10.1. Eligibility Requirements for Owner Trustee
	 	 	31	 






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TABLE OF CONTENTS
(continued)






	 	 	 	 	 
	 	 	Page	 
	SECTION 10.2. Resignation or Removal of Owner Trustee
	 	 	31	 
	SECTION 10.3. Successor Owner Trustee
	 	 	32	 
	SECTION 10.4. Merger or Consolidation of Owner Trustee
	 	 	33	 
	SECTION 10.5. Appointment of Co-Trustee or Separate Trustee
	 	 	33	 
	ARTICLE XI Miscellaneous
	 	 	34	 
	SECTION 11.1. Supplements and Amendments
	 	 	34	 
	SECTION 11.2. Limitations on Rights of Others
	 	 	35	 
	SECTION 11.3. Notices
	 	 	36	 
	SECTION 11.4. Severability
	 	 	36	 
	SECTION 11.5. Separate Counterparts
	 	 	36	 
	SECTION 11.6. Assignments; Class A Insurer
	 	 	36	 
	SECTION 11.7. No Petition
	 	 	37	 
	SECTION 11.8. No Recourse
	 	 	37	 
	SECTION 11.9. Headings
	 	 	37	 
	SECTION 11.10. GOVERNING LAW
	 	 	37	 
	SECTION 11.11. Servicer
	 	 	37	 







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          This AMENDED AND RESTATED TRUST AGREEMENT dated as of October 29, 2007 between CREDIT
ACCEPTANCE FUNDING LLC 2007-2, a Delaware limited liability company (the “Seller”), and
U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Owner Trustee (solely in
such capacity and not in its individual capacity, the “Owner Trustee”).



PRELIMINARY STATEMENT




          The Owner Trustee has executed and caused to be filed with the Delaware Secretary of State the
Certificate of Trust relating to the Trust, on October 9, 2007. The Owner Trustee and the Seller
heretofore entered into an Interim Trust Agreement dated October 9, 2007 relating to the Trust and
desire to enter into this Amended and Restated Trust Agreement in order to amend and restate such
Interim Trust Agreement.



ARTICLE I




Definitions





                    SECTION 1.1. Capitalized Terms.



          For all purposes of this Agreement, the following terms shall have the meanings set forth
below:



          “Agreement” shall mean this Amended and Restated Trust Agreement, as the same may be
amended and supplemented from time to time.



          “Bankruptcy Action” shall have the meaning assigned to such term in Section
4.1(e).



          “Benefit Plan” shall have the meaning assigned to such term in Section 3.9.



          “Certificate” means a Trust Certificate.



          “Certificate Interest” means the allocable percentage interest of a Certificate held
by a Certificateholder.



          “Certificate of Trust” shall mean the certificate of trust for the Trust filed on
October 9, 2007, as amended and /or restated from time to time, a copy of which is attached hereto
as Exhibit B.



          “Certificate Register” and “Certificate Registrar” shall mean the register
mentioned and the registrar appointed pursuant to Section 3.4.



          “Corporate Trust Office” shall mean, with respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee located at 300 Delaware Avenue, 9th Floor, Wilmington,
Delaware 19801 or at such other address as the Owner Trustee may designate by notice to the
Certificateholders, the Class A Insurer and the Seller, or the principal corporate trust



 









 







office of any successor Owner Trustee (the address of which the successor owner trustee will
notify the Certificateholders, the Class A Insurer and the Seller).



          “Expenses” shall have the meaning assigned to such term in Section 8.2.



          “Holder” or “Certificateholder” shall mean the Person in whose name a
Certificate is registered on the Certificate Register.



          “Indemnified Parties” shall have the meaning assigned to such term in Section
8.2.



          “Independent Director” shall have the meaning assigned to such term in Section
2.12(t).



          “Instructing Party” shall have the meaning assigned to such term in Section
6.3(a).



          “Majority Certificateholders” shall have the meaning assigned to such term in
Section 4.5.



          “Owner Trustee” shall mean U.S. Bank Trust National Association, a national banking
association, not in its individual capacity but solely as owner trustee under this Agreement, and
any successor Owner Trustee hereunder.



          “Percentage Interest” means, with respect to any Certificates, the undivided
percentage ownership of the Certificates evidenced by such Certificate, as set forth in such
Certificate.



          “Private Placement Memorandum” means the Private Placement Memorandum dated October
22, 2007 relating to the private placement of the Notes.



          “Record Date” means, with respect to a Distribution Date, the last day of the calendar
month preceding such Distribution Date; provided that the Record Date with respect to the
First Distribution Date shall be the Closing Date.



          “Seller” shall mean Credit Acceptance Funding LLC 2007-2 in its capacity as Seller
hereunder.



          “Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement among the
Trust, the Seller, the Servicer, the Trust Collateral Agent, the Indenture Trustee and Backup
Servicer, dated as of the Closing Date, as the same may be amended and supplemented from time to
time.



          “Secretary of State” shall mean the Secretary of State of the State of Delaware.



          “Securityholders” shall mean the Certificateholders, the Class A Noteholders and the
Swap Counterparty.



          “STAMP” shall have the meaning assigned to such term in Section 3.4.



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          “Statutory Trust Act” shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del.
Code Section 3801 et seq. as the same may be amended from time to time.



          “Trust” shall mean the trust established by this Agreement.



          “Trust Certificate” means a Certificate evidencing the beneficial interest of a
Certificateholder in the Trust, substantially in the form of Exhibit A attached hereto.




                    SECTION 1.2. Other Definitional Provisions.



               (a) Capitalized terms used herein and not otherwise defined have the meanings assigned to them
in the Sale and Servicing Agreement or, if not defined therein, in the Indenture.



               (b) All terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise defined therein.



               (c) As used in this Agreement and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles as in effect on the date of this Agreement
or any such certificate or other document, as applicable. To the extent that the definitions of
accounting terms in this Agreement or in any such certificate or other document are inconsistent
with the meanings of such terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall control.



               (d) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement; Section and Exhibit references contained in this Agreement are references to Sections
and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall
mean “including without limitation.”



               (e) The definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter genders of
such terms.




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ARTICLE II




Organization





                    SECTION 2.1. Declaration of Trust; Name.



          There is hereby formed a trust to be known as “Credit Acceptance Auto Dealer Loan Trust
2007-2”, in which name the Owner Trustee may conduct the business of the Trust, make and execute
contracts and other instruments on behalf of the Trust, and sue and be sued.




                    SECTION 2.2. Office.



          The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or
at such other address as the Owner Trustee may designate by written notice to the
Certificateholders, the Class A Insurer and the Seller.



                    SECTION 2.3. Purposes and Powers.



               (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage
in the following activities:




                    (i) to issue the Class A Notes pursuant to the Indenture and the Certificates pursuant
to this Agreement, and to sell the Class A Notes and the Certificates;




                    (ii) with the proceeds of the sale of the Class A Notes and the Certificates, to fund
the Reserve Account and to pay the organizational, start-up and transactional expenses of
the Trust and to pay the balance to the Seller pursuant to the Sale and Servicing Agreement;




                    (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Property to the
Trust Collateral Agent pursuant to the Indenture for the benefit of the Class A Noteholders,
the Class A Insurer and the Seller pursuant to the terms of the Indenture;




                    (iv) to enter into, execute and perform its obligations under the Basic Documents to
which it is a party;




                    (v) to engage in those activities, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or
connected therewith;




                    (vi) subject to compliance with the Basic Documents, to engage in such other activities
as may be required in connection with conservation of the Trust Property and the making of
distributions to the Certificateholders, the Class A Insurer and the Class A Noteholders;
and




                    (vii) at any time to enter into derivatives transactions.



4









 





          The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not
engage in any activity other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement or the Basic Documents.





                    SECTION 2.4. Appointment of Owner Trustee.



          Pursuant to the Interim Trust Agreement, the Seller appointed the Owner Trustee as trustee of
the Trust effective as of the date of the Interim Trust Agreement, to have all the rights, powers
and duties set forth therein. The Owner Trustee by its execution hereof accepts
and confirms such appointment and shall have all of the rights, powers and duties set forth
herein and therein.





                    SECTION 2.5. Capital Contribution of Trust Estate.



          Pursuant to the Interim Trust Agreement, the Seller sold, assigned, transferred, conveyed and
set over to the Owner Trustee the sum of $1.00. The Owner Trustee hereby acknowledges receipt in
trust from the Seller, as of the date of the Interim Trust Agreement, of the foregoing
contribution, which shall constitute the initial Trust Property and shall be deposited with the
Trust Collateral Agent for deposit in the Certificate Distribution Account.





                    SECTION 2.6. Status of Trust Under Statutory Trust Act; Certain
Income Tax Matters.



          The Owner Trustee hereby declares that it will hold the Trust Property in trust upon and
subject to the conditions set forth herein for the use and benefit of the Securityholders, the
Class A Insurer and the Seller, subject to the obligations of the Trust under Basic Documents. It
is the intention of the parties hereto that the Trust constitute a statutory trust under the
Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory
trust. Should the Certificates be held by more than one Holder, it is the intention of the parties
hereto that, solely for income and franchise tax purposes, the Trust shall be treated as a
partnership with the owners of the Certificates being partners in such partnership for federal
income tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights,
powers and duties set forth herein and to the extent not inconsistent herewith, in the Statutory
Trust Act with respect to accomplishing the purposes of the Trust. The Owner Trustee has filed the
Certificate of Trust with the Secretary of State.





                    SECTION 2.7. Liability of Seller.



          The Seller shall pay organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee and upon receipt of documentation or invoices therefor, promptly
reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.





                    SECTION 2.8. Appointment of Trust Collateral Agent; Title to Trust
Property.



               (a) [Reserved]



5









 





               (b) The specific rights, duties and obligations of the Trust Collateral Agent shall be as set
forth in the Sale and Servicing Agreement. Upon the issuance of the Class A Notes and the
Certificates, the Seller shall have only such rights with respect to the Trust Collateral Agent as
shall be specified in the Sale and Servicing Agreement.



               (c) Subject to the lien of the Indenture, legal title to all the Trust Property shall be
vested at all times in the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Trust Property to be vested in a trustee or
trustees, a co-trustee and/or a separate trustee, in which case title shall be deemed to be
vested in the Owner Trustee or a separate trustee, as the case may be. The Holders shall not
have legal title to any part of the Trust Property. The Holders shall be entitled to receive
distributions with respect to their beneficial ownership interest therein only in accordance with
Article V of the Sale and Servicing Agreement and Article IX hereof. No transfer, by operation of
law or otherwise, of any right, title or interest by any Certificateholder of its ownership
interest in the Trust Property shall operate to terminate this Agreement or the trusts hereunder or
entitle any transferee to an accounting or to the transfer to it of legal title to any part of the
Trust Property.



               (d) Pursuant to Section 3803 of the Statutory Trust Act, the Holders shall be entitled to the
same limitation of personal liability extended to stockholders of private corporations organized
under the General Corporation Law of the State of Delaware.




                    SECTION 2.9. Situs of Trust.



          The Trust will be located and administered in the State of Delaware. The Trust shall not have
any employees; provided, however, that nothing herein shall restrict or prohibit
the Owner Trustee, the Servicer, the Backup Servicer, or any agent of the Trust from having
employees within or without the State of Delaware. The only office of the Trust will be at the
Corporate Trust Office in Delaware.





                    SECTION 2.10. Representations and Warranties of the Seller.



               The Seller makes the following representations and warranties on which the Owner Trustee
relies in accepting the Trust Property in trust and issuing the Certificates and on which the Class
A Insurer relies in issuing the Class A Note Insurance Policy.



               (a) Organization and Good Standing. The Seller is duly organized and validly existing
as a Delaware limited liability company with power and authority to own its properties and to
conduct its business as such properties are currently owned and such business is presently
conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents.



               (b) Due Qualification. The Seller is duly qualified to do business as a limited
liability company in good standing, and has obtained all necessary licenses and approvals, in all
jurisdictions in which the ownership or lease of its property, the conduct of its business and the
performance of its obligations under this Agreement and the Basic Documents requires such
qualification.



6









 





               (c) Power and Authority. The Seller has the power and authority to execute and
deliver this Agreement and the other Basic Documents to which it is a party and to carry out their
respective terms; the Seller has full power and authority to sell and assign the property to be
sold and assigned to and deposited with the Trust and the Seller has duly authorized such sale and
assignment and deposit to the Trust by all necessary action; and the execution, delivery and
performance of this Agreement and the other Basic Documents to which it is a party have been duly
authorized by the Seller by all necessary action.



               (d) Enforceability. The Seller has duly executed and delivered this Agreement and the
other Basic Documents to which it is a party and this Agreement and the other Basic Documents to
which it is a party constitute legal, valid and binding obligations of the Seller, enforceable
against Seller in accordance with their terms, and subject to applicable bankruptcy, insolvency,
moratorium, fraudulent conveyance, reorganization and similar laws now or hereafter in effect
relating to creditors’ rights generally or the rights of creditors of banks the deposit accounts of
which are insured by the Federal Deposit Insurance Corporation and subject to general principles of
equity (whether applied in a proceeding at law or in equity).



               (e) No Consent Required. No consent, license, approval or authorization or
registration or declaration with, any Person or with any governmental authority, bureau or agency
is required in connection with the execution, delivery or performance of this Agreement and the
Basic Documents, except for such as have been obtained, effected or made.



               (f) No Violation. The consummation of the transactions contemplated by this Agreement
and the other Basic Documents to which it is a party and the fulfillment of the terms hereof and
thereof do 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) a default under, the certificate of formation
or the limited liability company agreement of the Seller, or any material indenture, agreement or
other instrument to which the Seller is a party or by which it is bound; nor result in the creation
or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or
any order, rule or regulation applicable to the Seller of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality having jurisdiction
over the Seller or its properties.



               (g) No Proceedings. There are no proceedings or investigations pending or, to the
Seller’s knowledge, threatened against the Seller before any court, regulatory body, administrative
agency or other tribunal or governmental instrumentality having jurisdiction over it or its
properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B)
seeking to prevent the issuance of the Certificates or the Class A Notes or the consummation of any
of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any
determination or ruling that might materially and adversely affect its performance of its
obligations under, or the validity or enforceability of, this Agreement or any of the Basic
Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or
local tax attributes of the Certificates or the Class A Notes.



7









 






                    SECTION 2.11. Federal Income Tax Treatment of the Trust.



               (a) For so long as the Trust has a single owner for federal income tax purposes, it will,
pursuant to Treasury Regulations promulgated under Section 7701 of the Code, be disregarded as an
entity distinct from the Certificateholder for all federal income tax purposes. Accordingly, for
federal income tax purposes, the Certificateholder will be treated as (i) owning all assets owned
by the Trust, (ii) having incurred all liabilities incurred by the Trust, and (iii) all
transactions between the Trust and the Certificateholder will be disregarded.



               (b) Neither the Owner Trustee nor any Certificateholder will, under any circumstances, and at
any time, make an election on IRS Form 8832 or otherwise, to classify the Trust as an association
taxable as a corporation for federal, state or any other applicable tax purpose.



               (c) In the event that the Trust has two or more equity owners for federal income tax purposes,
the Trust will be treated as a partnership. In such event, unless otherwise required by
appropriate tax authorities, the Trust and the owners of the Certificates, will file or cause to be
filed annual or other necessary returns, reports and other forms consistent with the
characterization of the Trust as a partnership. At any such time that the Trust has two or more
equity owners, this Agreement may need to be amended, in accordance with Section 11.1
herein, and appropriate provisions may need to be added so as to provide for treatment of the Trust
as a partnership.




                    SECTION 2.12. Covenants of the Seller.



          The Seller agrees and covenants for the benefit of each Holder, the Class A Insurer and the
Owner Trustee, during the term of this Agreement, and to the fullest extent permitted by applicable
law, that:




               (a) it shall not create, incur or suffer to exist any indebtedness or engage in any business,
except, in each case, as permitted by its certificate of formation, limited liability company
agreement and the Basic Documents;



               (b) it shall not, for any reason, institute proceedings for the Trust to be adjudicated
bankrupt or insolvent, or consent to or join in the institution of bankruptcy or insolvency
proceedings against the Trust, or file a petition seeking or consenting to reorganization or relief
under any applicable federal or state law relating to the bankruptcy of the Trust, or consent to
the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trust or a substantial part of the property of the Trust or cause or permit the
Trust to make any assignment for the benefit of creditors, or admit in writing the inability of the
Trust to pay its debts generally as they become due, or declare or effect a moratorium on the debt
of the Trust or take any action in furtherance of any such action;



               (c) it shall obtain from each counterparty to each Basic Document to which it or the Trust is
a party and each other agreement entered into on or after the date hereof to which it or the Trust
is a party, an agreement by each such counterparty that prior to the occurrence of the event
specified in Section 9.1(e) such counterparty shall not institute against, or join any
other Person in instituting against, it or the Trust, any bankruptcy, reorganization,



8









 







arrangement,
insolvency or liquidation proceedings or other similar proceedings under the laws of the United
States or any state of the United States;



               (d) it shall not, for any reason, withdraw or attempt to withdraw from this Agreement or any
other Basic Document to which it is a party, dissolve, institute proceedings for it to be
adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against it, or file a petition seeking or consenting to reorganization or relief under
any applicable federal or state law relating to bankruptcy, or
consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of it or a substantial part of its property, or make any assignment for the
benefit of creditors, or admit in writing its inability to pay its debts generally as they become
due, or declare or effect a moratorium on its debt or take any action in furtherance of any such
action;



               (e) the Seller is a limited purpose limited liability company whose activities are restricted
in its certificate of formation and limited liability company agreement to activities related to
purchasing or otherwise acquiring Dealer Loans and related collateral, and related assets and
rights and conducting any related or incidental business or activities it deems necessary or
appropriate to carry out its primary purpose, including entering into agreements such as the Basic
Documents;



               (f) the Seller has not engaged, and does not presently engage, in any activity other than
those activities expressly permitted hereunder and under the other Basic Documents, nor has the
Seller entered into any agreement other than this Trust Agreement, the other Basic Documents to
which it is a party, and with the prior written consent of the Class A Noteholders, any other
agreement necessary to carry out more effectively the provisions and purposes hereof or thereof;



               (g) (A) the Seller maintains its own deposit account or accounts, separate from those of any
of its Affiliates, with commercial banking institutions, (B) the funds of the Seller are not and
have not been diverted to any other Person or for other than the corporate use of the Seller, and
(C) except as may be expressly permitted by the Basic Documents, the funds of the Seller are not
and have not been commingled with those of any of its Affiliates;



               (h) to the extent that the Seller contracts or does business with vendors or service providers
where the goods and services provided are partially for the benefit of any other Person, the costs
incurred in so doing are fairly allocated to or among the Seller and such entities for whose
benefit the goods and services are provided, and each of the Seller and each such entity bears its
fair share of such costs; and, all material transactions between the Seller and any of its
Affiliates shall be only on an arms-length basis;



               (i) the Seller maintains a principal executive and administrative office through which its
business is conducted and a telephone number and stationery through which all business
correspondence and communication are conducted, in each case separate from those of the Originator
and its Affiliates, or, if it shares office space with the Originator or any of its Affiliates, it
shall allocate fairly and reasonably any overhead and expense for such shared office space;



9









 





               (j) the Seller conducts its affairs strictly in accordance with its certificate of formation
and limited liability company agreement and observes all necessary, appropriate and customary
limited liability company formalities, including (A) holding all regular and special meetings
appropriate to authorize all limited liability company action (which, in the case of regular
meetings, are held at least annually), (B) keeping separate and accurate minutes of such meetings,
(C) passing all resolutions or consents necessary to authorize actions
taken or to be taken and (D) maintaining accurate and separate books, records and accounts,
including intercompany transaction accounts;



               (k) all decisions with respect to its business and daily operations are independently made by
the Seller (although the officer making any particular decision may also be an employee, officer or
director of an Affiliate of the Seller) and are not dictated by any Affiliate of the Seller (it
being understood that the Servicer, which is an Affiliate of the Seller, will undertake and perform
all of the operations, functions and obligations of it set forth herein and it may appoint
sub-servicers, which may be Affiliates of the Seller, to perform certain of such operations,
functions and obligations);



               (l) the Seller acts solely in its own limited liability company name and through its own
authorized officers and agents, which can also be officers and agents of an Affiliate;



               (m) no Affiliate of the Seller advances funds to the Seller, other than as is otherwise
provided herein or in the other Basic Documents, and no Affiliate of the Seller otherwise supplies
funds to, or guaranties debts of, the Seller; provided, however, that an Affiliate
of the Seller may provide funds to the Seller in connection with the capitalization of the Seller;



               (n) other than organizational expenses and as expressly provided herein or in its certificate
of formation and limited liability company agreement, the Seller pays all expenses, indebtedness
and other obligations incurred by it;



               (o) the Seller does not guarantee, and is not otherwise liable, with respect to any obligation
of any of its Affiliates;



               (p) any financial reports required of the Seller comply with GAAP and are issued separately
from, but may be consolidated with, any reports prepared for any of its Affiliates;



               (q) at all times the Seller is adequately capitalized to engage in the transactions
contemplated in its certificate of formation;



               (r) the financial statements and books and records of the Seller reflect the separate
corporate existence of the Seller;



               (s) the Seller does not act as agent for any Affiliates of itself, but instead presents itself
to the public as a limited liability company separate from each such entity and independently
engaged in the business of purchasing and financing Contracts;



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               (t) the Seller shall at all times have at least two independent directors (each an
“Independent Director”). An Independent Director shall be any person who (a) is not and
has not been (i) a stockholder, officer, director (except in its capacity as Independent Directors
of the Seller), partner, member or employee of the Seller’s ultimate parent or any Subsidiaries or
Affiliates thereof or of a significant customer, creditor, supplier or independent contractor of
the Seller, its ultimate parent or any Subsidiaries or Affiliates thereof, and is not
himself such a significant customer, creditor, supplier or independent contractor, or (ii) a
member of the immediate family of any person described above, and (b) does not directly or
indirectly own any class of voting securities of the Seller or any of its Subsidiaries or
Affiliates. As used in this covenant of the Seller, the terms “Affiliate” and “Subsidiary” shall
have the meanings ascribed thereto in the limited liability company agreement of the Seller as of
the date of this Agreement;



               (u) the certificate of formation or limited liability company agreement of the Seller require
the affirmative vote of the Independent Directors before a voluntary petition under Section 301 of
the Bankruptcy Code may be filed by the Seller, and the Seller to maintain correct and complete
books and records of account and minutes of the meetings and other proceedings of its board of
directors; and



               (v) the Seller acknowledges that the parties hereto are entering into this Trust Agreement and
the other Basic Documents in reliance upon the Seller being, on the Closing Date and at all times
during the term of this Trust Agreement, a limited purpose entity.




                    SECTION 2.13. Covenants of the Certificateholders.



          Each Certificateholder by becoming a beneficial owner of the Certificate agrees:




               (a) to be bound by the terms and conditions of the Certificates of which such
Certificateholder is the beneficial owner and of this Agreement, including any supplements or
amendments hereto and to perform the obligations of a Certificateholder as set forth therein or
herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit
of the Trust, the Owner Trustee, the Class A Insurer and all other Certificateholders present and
future;



               (b) to the appointment of the Seller as such Certificateholder’s agent and attorney-in-fact to
sign any federal income tax information return filed on behalf of the Trust and, if requested by
the Trust, to sign such federal income tax information return in its capacity as holder of an
interest in the Trust;



               (c) that all transactions and agreements between the Trust on the one hand, and any of the
Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Seller and any
Certificateholder on the other hand, shall reflect the separate legal existence of each entity and
will be formally documented in writing;



               (d) not to take any position in such Certificateholder’s tax returns inconsistent with those
taken in any tax returns filed by the Trust;



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               (e) if such Certificateholder is other than an individual or other entity holding its
Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner
Trustee in writing of any transfer by it of a Certificate in a taxable sale or exchange, within 30
days of the date of the transfer; and



               (f) until one year and one day after the completion of the events specified in Section
9.1(e), not, for any reason, to institute proceedings for the Trust or the Seller
to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or
insolvency proceedings against the Trust or the Seller, or file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to bankruptcy, or
consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Trust or the Seller or a substantial part of its property, or cause or
permit the Trust or the Seller to make any assignment for the benefit of its creditors or to admit
in writing its inability to pay its debts generally as they become due, or declare or effect a
moratorium on its debt or take any action in furtherance of any such action.



ARTICLE III




Certificates and Transfer of Interests





                    SECTION 3.1. Initial Ownership.



          Effective upon the formation of the Trust by the contribution by the Seller pursuant to
Section 2.5, the Seller shall be deemed to have acquired and to have become the owner of a
100% interest in the Trust and at all times prior to the issuance of any Certificates pursuant to
Section 3.3 shall be the sole beneficial owner and beneficiary of the Trust.





                    SECTION 3.2. The Certificates.



          The Certificates and the interests represented by the Certificates are hereby deemed to be
“securities” under Article 8 of the UCC and shall be governed by Article 8 of the UCC. The
Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures
of individuals who were, at the time when such signatures shall have been affixed, authorized to
sign on behalf of the Trust, shall be validly issued and entitled to the benefit of this Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to
the authentication and delivery of such Certificates or did not hold such offices at the date of
authentication and delivery of such Certificates. A transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder, upon due registration of such Certificate in such transferee’s name
pursuant to Section 3.4 hereof provided, that the number of Certificateholders at no time
may exceed 95. Notwithstanding the provisions of Section 3.4 hereof, if the Seller is the
Holder of a Certificate, it shall not pledge, sell, transfer, assign or convey such Certificate
without the consent of the Class A Insurer, or the Indenture Trustee, at the direction of the
Majority Noteholders, if a Class A Insurer Default has occurred and is continuing, until the
earlier of: (i) the Class A Termination Date; and (ii) the date on which Credit Acceptance is no
longer Servicer under the Sale and Servicing Agreement.




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                    SECTION 3.3. Authentication of Certificates.



          Concurrently with the initial sale of the Dealer Loans and other Trust Property to the Trust
pursuant to Section 2.01 of the Sale and Servicing Agreement, the Owner Trustee shall cause one or
more Certificates having the respective Percentage Interests (in the aggregate not to exceed 100%)
specified in writing by the Seller to be authenticated, issued and delivered to or
upon the written order of the Seller, signed by its president or any vice president, any
assistant treasurer or any assistant secretary without further action by the Seller. No
Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any
purpose, unless there shall appear on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee, by manual
signature; such authentication shall constitute conclusive evidence that such Certificate shall
have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of
their authentication.





                    SECTION 3.4. Registration of Transfer and Exchange of
Certificates.



          The Certificate Registrar shall keep or cause to be kept, at the Corporate Trust Office, a
Certificate Register in which, subject to such reasonable regulations as it may prescribe, the
Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. U.S. Bank Trust National Association, shall be the initial
Certificate Registrar.



          The Certificate Registrar shall provide the Indenture Trustee, the Trust Collateral Agent and
the Class A Insurer with a list of the names and addresses of the Certificateholders on the Closing
Date, to the extent such information has been provided to the Certificate Registrar and in the form
provided to the Certificate Registrar on such date. Upon any transfers of Certificates, the
Certificate Registrar shall notify the Indenture Trustee, the Trust Collateral Agent and the Class
A Insurer of the name and address of the transferee in writing, by facsimile, on the day of such
transfer.



          Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office,
the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations of a like class and
aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating
agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same
class in authorized denominations of a like aggregate amount upon surrender of the Certificates to
be exchanged at the Corporate Trust Office.



          Every Certificate presented or surrendered for registration of transfer or exchange shall be
accompanied by: (i) a written instrument of transfer in form satisfactory to the Owner Trustee and
the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in
writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Certificate Registrar, which requirements include membership or participation
in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Certificate Registrar in addition to, or in substitution for,
STAMP; and (ii) an Opinion of Counsel that the transfer or exchange of



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such Certificate would not
cause the Trust to be treated as a publicly traded partnership or otherwise be taxable as a
corporation. Each Certificate surrendered for registration of transfer or exchange shall be
canceled and subsequently disposed of by the Owner Trustee in accordance with its customary
practice.



          No service charge shall be made for any registration of transfer or exchange of Certificates,
but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any transfer or exchange of
Certificates.



          The Certificates have not been registered under the Securities Act or any state securities
law. Subject to the provisions of Section 3.1 hereof, the Certificate Registrar shall not
register the transfer of any Certificate or unless such resale or transfer is: (i) pursuant to an
effective registration statement under the Securities Act; (ii) to the Seller; or (iii) unless it
shall have received a representation letter or such other representations and an Opinion of Counsel
satisfactory to the Seller or the Owner Trustee and, prior to the Class A Termination Date, the
Class A Insurer, to the effect that such resale or transfer is made (A) in a transaction exempt
from the registration requirements of the Securities Act and applicable state securities laws, or
(B) to a person who the transferor of the Certificate reasonably believes is a “qualified
institutional buyer” (within the meaning of Rule 144A under the Securities Act) that is aware that
such resale or other transfer is being made in reliance upon Rule 144A. Until the earlier of (i)
such time as the Certificates shall be registered pursuant to a registration statement filed under
the Securities Act and (ii) the date three years from the later of the date of the original
authentication and delivery of the Certificates and the date any Certificate was acquired from the
Seller or any affiliate of the Seller, the Certificates shall bear a legend substantially to the
effect set forth in the preceding two sentences. Neither the Seller, the Servicer, the Trust nor
the Owner Trustee is obligated to register the Certificates under the Securities Act or to take any
other action not otherwise required under this Agreement to permit the transfer of Certificates
without registration.




                    SECTION 3.5. Mutilated, Destroyed, Lost or Stolen
Certificates.



          If (a) any mutilated Certificate shall be surrendered to the Certificate Registrar, or if the
Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft
of any Certificate, and (b) there shall be delivered to the Certificate Registrar, the Class A
Insurer and the Owner Trustee, such security or indemnity as may be required by them to save each
of them harmless, then in the absence of notice that such Certificate shall have been acquired by a
bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like class, tenor and denomination. In connection with the issuance of any new
Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.




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                    SECTION 3.6. Persons Deemed Certificateholders.



          Every Person by virtue of becoming a Certificateholder in accordance with this Agreement shall
be deemed to be bound by the terms of this Agreement. Prior to due presentation of a Certificate
for registration of transfer, the Owner Trustee, the Certificate
Registrar, the Trust Collateral Agent, the Class A Insurer and any agent of the Owner Trustee,
the Trust Collateral Agent, the Class A Insurer and the Certificate Registrar, may treat the Person
in whose name any Certificate shall be registered in the Certificate Register as the owner of such
Certificate for the purpose of receiving distributions pursuant to the Sale and Servicing Agreement
and for all other purposes whatsoever, and none of the Owner Trustee, the Trust Collateral Agent,
the Class A Insurer nor the Certificate Registrar nor any agent of the Owner Trustee, the Trust
Collateral Agent, the Class A Insurer nor the Certificate Registrar shall be bound by any notice to
the contrary.





                    SECTION 3.7. Access to List of Certificateholders’ Names and
Addresses.



          The Owner Trustee shall cause to be furnished to the Trust Collateral Agent, the Servicer or
the Seller and, prior to the Class A Termination Date, the Class A Insurer and the Swap
Counterparty, within 15 days after receipt by the Owner Trustee of a request therefor from such
Person in writing, a list, of the names and addresses of the Certificateholders as of the most
recent Record Date. If three or more Holders of Certificates or one or more Holders of
Certificates evidencing not less than 25% of the Certificate Interest apply in writing to the Owner
Trustee, and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under the Certificates and
such application is accompanied by a copy of the communication that such applicants propose to
transmit, then the Owner Trustee shall, within five Business Days after the receipt of such
application, afford such applicants access during normal business hours to the current list of
Certificateholders. Each Holder, by receiving and holding a Certificate, shall be deemed to have
agreed not to hold any of the Seller, the Servicer, the Class A Insurer, the Swap Counterparty, the
Trust Collateral Agent or the Owner Trustee or any agent thereof accountable by reason of the
disclosure of its name and address, regardless of the source from which such information was
derived.





                    SECTION 3.8. Distributions.



          Distributions on the Certificates shall be made in accordance with Section 5.08(a) and Section
5.10 of the Sale and Servicing Agreement.





                    SECTION 3.9. ERISA Restrictions.



          The Certificates may not be acquired by or transferred to (i) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a
plan to which Section 4975 of the Code applies, or (iii) any entity whose underlying assets include
plan assets by reason of a plan’s investment in the entity (each, a “Benefit Plan”). In
connection with any acquisition or transfer of a Certificate, the Holder thereof shall be required
to represent and warrant that it is not a Benefit Plan.





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ARTICLE IV




Voting Rights and Other Actions





                    SECTION 4.1. Prior Notice to Holders with Respect to Certain
Matters.



               (a) The Owner Trustee shall not take any of the actions set forth below unless (i) the Owner
Trustee shall have notified the Certificateholders and, prior to the Class A Termination Date, the
Class A Insurer, in writing of the proposed action at least 30 days before the taking of such
action, and (ii) the Class A Insurer prior to the Class A Termination Date, and thereafter, the
Majority Certificateholders, have approved such action in writing, which approval has been received
by the Owner Trustee by the 30th day after such notice has been given:




                    (i) the election by the Trust to file an amendment to the Certificate of Trust (unless
such amendment is required to be filed under the Statutory Trust Act);




                    (ii) the amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Class A Noteholder is required;




                    (iii) the amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Class A Noteholder is not required and such amendment materially
adversely affects the interest of the Certificateholders;




                    (iv) except pursuant to Section 11.01 of the Sale and Servicing Agreement, the
amendment, change or modification of the Sale and Servicing Agreement.




                    (v) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust
in whole or in part;




                    (vi) do any act which would make it impossible to carry on the ordinary business of the
Trust;




                    (vii) confess a judgment against the Trust;




                    (viii) possess Trust assets, or assign the Trust’s right to property, for other than a
Trust purpose;




                    (ix) cause the Trust to lend any funds to any entity;




                    (x) change the Trust’s purpose and powers from those set forth in this Agreement;




                    (xi) cause the Trust to incur, assume or guaranty any indebtedness except as set forth
in this Agreement;



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                    (xii) the initiation of any material claim or litigation by the Trust (except for
claims or lawsuits brought in connection with the collection of Contracts or Dealer Loans;)
or




                    (xiii) the appointment, pursuant to the Indenture of a successor Indenture Trustee or
the consent to the assignment by the Indenture Trustee, Certificate Registrar or Owner
Trustee of any of its obligations under the Indenture or any other Basic Document.



               (b) In addition, the Trust shall not commingle its assets with those of any other entity
(except for as permitted by the Transaction Documents). The Trust shall maintain its financial and
accounting books and records separate from those of any other entity. Except as expressly set
forth herein or in any other Basic Document, the Trust shall pay its indebtedness and expenses from
its own funds and shall not pay the indebtedness or operating expenses of any other entity. The
Trust shall maintain appropriate minutes or other records of all appropriate actions and shall
maintain its office separate from the offices of the Seller and its affiliates



               (c) The Trust and each Certificateholder shall comply with the following covenants:




                    (i) Neither the Owner Trustee nor any Certificateholder shall cause the funds and other
assets of the Trust to be commingled with those of any other individual, corporation, estate
partnership, joint venture, association, joint stock company, trust, unincorporated
organization, government or agency or political subdivision thereof or any other entity
(except for as permitted by the Transaction Documents).




                    (ii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust to be,
become or hold itself out as being liable for the debts of any other party, and neither the
Trust nor any Certificateholder shall act as agents for each other. The Trust shall not
guarantee the indebtedness of or make loans to any other party or any Certificateholder. No
Certificateholder may guarantee the indebtedness of or make loans to the Trust or hold
itself out as being liable for the debts of the Trust.




                    (iii) Neither the Owner Trustee nor any Certificateholder shall cause the Trust (A) to
act other than solely in its Trust name and through its duly authorized officers or agents
in the conduct of its business, (B) to prepare all Trust correspondence otherwise than in
the Trust name, (C) to conduct its business other than so as not to mislead others as to the
identity of the entity with which they are conducting business; and no Certificateholder
will be involved in the day-to-day management of the Trust.




                    (iv) The Owner Trustee shall maintain on behalf of the Trust all statutory trust
records required by the Statutory Trust Act and neither the Owner Trustee nor any
Certificateholder shall cause the Trust to commingle its statutory trust records and books
of account with the corporate records and books of account maintained by any



17









 







Certificateholder or the Owner Trustee on behalf of the Trust shall reflect the separate
existence of the Trust. The books of the Trust may be kept (subject to any provision
contained in any applicable statutes) inside or outside the State of Delaware at such place
or places as may be designated from time to time by the Owner Trustee with notice to the
Class A Insurer. The Trust’s books and records relating to the Trust Property shall be
maintained by the Servicer or Credit Acceptance, if it is no longer the Servicer, pursuant
to Section 4.06 of the Sale and Servicing Agreement.




                    (v) The Trust shall take such formalities as may be necessary to authorize all of its
actions as may be required by law.




                    (vi) The Owner Trustee shall cause the Trust to (1) conduct its business in an office
separate from that of each Certificateholder, (2) maintain stationery, if any, separate from
that of each Certificateholder, (3) except as expressly set forth herein, to pay its
indebtedness, operating expenses, and liabilities from its own funds, and not to pay the
indebtedness, operating expenses and liabilities of any other entity, (4) observe all
statutory formalities under the Statutory Trust Act, and (5) keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the State of
Delaware until dissolved in accordance with the Basic Documents.



               (d) For accounting purposes, the Trust shall be treated as an entity separate and distinct
from any Certificateholder. The pricing and other material terms of all transactions and
agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This
Agreement is and shall be the only agreement among the parties thereto with respect to the
creation, operation and termination of the Trust.



               (e) The Owner Trustee shall not have the power, except upon the direction of the Class A
Insurer and the Certificateholders, and to the extent otherwise consistent with the Basic
Documents, to (i) remove or replace the Servicer, the Backup Servicer or the Indenture Trustee,
(ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent,
(iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv)
file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust
under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of
a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a
substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the
Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts
generally as they become due, (viii) take any action, or cause the Trust to take any action, in
furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”). So long as
the Indenture and Sale and Servicing Agreement remain in effect, no Certificateholder shall have
the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct
the Owner Trustee to take any Bankruptcy Action with respect to the Trust.



               (f) The Owner Trustee shall notify the Seller, the Servicer, the Class A Insurer and the
Certificateholders in writing of any appointment of a successor Note Registrar, Trust Collateral
Agent or Certificate Registrar within five Business Days of its receipt thereof.



18









 






                    SECTION 4.2. Action by Certificateholders with Respect to Certain
Matters.



          The Owner Trustee shall not have the power, except upon the written direction of the
Certificateholders with the prior written consent of the Class A Insurer or, prior to the Class
A Termination Date, the Class A Insurer in accordance with the Basic Documents, to (a) remove
the Servicer under the Sale and Servicing Agreement or (b) except as expressly provided in the
Basic Documents, sell the Dealer Loans after the termination of the Indenture. The Owner Trustee
shall take the actions referred to in the preceding sentence only upon written instructions signed
by the Certificateholders or the Class A Insurer, as applicable, and written consent of the Class A
Insurer and the furnishing of indemnification satisfactory to the Owner Trustee by the
Certificateholders.





                    SECTION 4.3. Action by Certificateholders with Respect to
Bankruptcy.



          The Owner Trustee shall not have the power to, and shall not, commence or join in any
proceeding or other actions contemplated by Section 2.12(c) relating to the Trust without
the unanimous prior approval of all Certificateholders and, prior to the Class A Termination Date,
the Class A Insurer or the Indenture Trustee, at the direction of the Majority Noteholders, if a
Class A Insurer Default has occurred and is continuing, and the delivery to the Owner Trustee by
each such Certificateholder of a certificate certifying that such person reasonably believes that
the Trust is insolvent and, prior to the Class A Termination Date, written consent of the Class A
Insurer or the Indenture Trustee, at the direction of the Majority Noteholders, if a Class A
Insurer Default has occurred and is continuing.





                    SECTION 4.4. Restrictions on Certificateholders’ Power.



          (a) The Certificateholders shall not direct the Owner Trustee to take or refrain from taking
any action if such action or inaction would be contrary to any obligation of the Trust or the Owner
Trustee under this Agreement or any of the Basic Documents or would be contrary to Section
2.3 nor shall the Owner Trustee follow any such direction, if given.




          (b) No Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon
or under or with respect to this Agreement or any Basic Document, unless the Certificateholders are
the Instructing Party pursuant to Section 6.3 and unless a Certificateholder previously
shall have given to the
Owner Trustee a written notice of default and of the continuance thereof,
as provided in this Agreement, and also unless Certificateholders evidencing not less than 25% of
the Certificate Interest shall have made written request upon the Owner Trustee to institute such
action, suit or proceeding in its own name as Owner Trustee under this Agreement and shall have
offered to the Owner Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Owner Trustee, for 30 days
after its receipt of such notice, request, and offer of indemnity, shall have neglected or refused
to institute any such action, suit, or proceeding, and during such 30-day period no request or
waiver inconsistent with such written request has been given to the 



19









 







Owner Trustee pursuant to and
in compliance with this Section or Section 6.3; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other Certificateholder and the Owner
Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by
virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb,
or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference to any other
such Holder, or to enforce any right under this Agreement, except in the manner provided in this
Agreement and for the equal, ratable, and common benefit of all Certificateholders. For the
protection and enforcement of the provisions of this Section, each and every Certificateholder and
the Owner Trustee shall be entitled to such relief as can be given either at law or in equity.





                    SECTION 4.5. Majority Control.



          No Certificateholder shall have any right to vote or in any manner otherwise control the
operation and management of the Trust except as expressly provided in this Agreement. Except as
expressly provided herein, any action that may be taken by the Certificateholders under this
Agreement shall be taken by the Holders of Certificates evidencing not less than a majority of the
Certificate Interest (the “Majority Certificateholders”). Except as expressly provided
herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be
effective if signed by the Majority Certificateholders at the time of the delivery of such notice.





                    SECTION 4.6. Rights of the Class A Insurer.



          Notwithstanding anything to the contrary in the Basic Documents, without the prior written
consent of the Class A Insurer, prior to the Class A Termination Date, neither the Owner Trustee
nor any Certificateholder shall (i) remove the Servicer, (ii) initiate any claim, suit or
proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the
Trust, other than with respect to the enforcement of any Dealer Loan or Contract or any rights of
the Trust thereunder, (iii) authorize the merger or consolidation of the Trust with or into any
other statutory trust or other entity or convey or transfer all or substantially all of the Trust
Property to any other entity, (iv) amend the Certificate of Trust or (v) amend this Agreement.




ARTICLE V




Certain Duties





                    SECTION 5.1. Accounting and Records to the Certificateholders, the
Internal Revenue Service and Others.



          Subject to the Code and Section 4.01 of the Sale and Servicing Agreement, the Owner Trustee
shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on
the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder,
as may be required by the Code and applicable Treasury Regulations, such information as may be
required (including Schedule K-1) to enable each Certificateholder to prepare its federal and state
income tax returns, and (c) file or cause to be filed such tax returns relating to the Trust, and
make such elections as may from time to time be required or





20











 




appropriate under any applicable state or federal statute or rule or regulation thereunder.
The Owner Trustee shall make all elections pursuant to this Section as directed in writing by the
Seller. The Owner Trustee shall sign all tax information returns filed pursuant to this Section
and any other returns as may be required by law, and in doing so shall rely entirely upon, and
shall have no liability for information provided by, or calculations provided by, the Seller. The
Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Dealer Loans. The Owner Trustee shall not make the
election provided under Section 754 of the Code.





                    SECTION 5.2. Signature on Returns; Tax Matters Partner.



               (a) Notwithstanding the provisions of Section 5.1, the Owner Trustee shall sign on
behalf of the Trust the tax returns of the Trust, if any, unless applicable law requires a
Certificateholder to sign such documents, in which case such documents shall be signed by the
Seller as “tax matters partner”.



               (b) The Certificateholders hereby elect the Seller as the “tax matters partner” of the Trust
pursuant to Section 6231 of the Code and the Treasury Regulations promulgated thereunder.



ARTICLE VI




Authority and Duties of Owner Trustee





                    SECTION 6.1. General Authority.



          The Owner Trustee is authorized and directed to execute and deliver on behalf of the Trust the
Basic Documents to which the Trust is named as a party and each certificate or other document
attached as an exhibit to or contemplated by the Basic Documents to which the Trust is named as a
party and any amendment thereto, in each case, in such form as the Seller shall approve as
evidenced conclusively by the Owner Trustee’s execution thereof, and on behalf of the Trust, to
direct the Indenture Trustee to authenticate and deliver the Class A-1A Notes in the aggregate
principal amount of $50,000,000 and the Class A-1B Notes in the aggregate principal amount of
$50,000,000, and to authorize the filing of a financing statement in favor of the Indenture Trustee
describing the Collateral as “all assets of the Debtor” or words of similar import. In addition to
the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions
required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized
from time to time to take such action as the Instructing Party (as defined below) shall direct in
writing with respect to the Basic Documents so long as such activities are consistent with the
terms of the Basic Documents. The Instructing Party hereby agrees not to instruct the Owner
Trustee to take any action which is inconsistent with or in violation of the terms of the Basic
Documents.





                    SECTION 6.2. General Duties.



          It shall be the duty of the Owner Trustee to: (a) discharge (or cause to be discharged) all of
its responsibilities pursuant to the terms of this Agreement and to administer




21









 







the Trust in the interest of the Holders and the Class A Insurer, subject to the Basic
Documents and in accordance with the provisions of this Agreement; and (b) to obtain and preserve
the Trust’s qualification to do business in each jurisdiction in which, based upon the advice of
the Seller or the Servicer, such qualification is or shall be necessary to protect the validity and
enforceability of the Basic Documents and related instruments and agreements, the Class A Notes and
the Trust Property. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Basic Documents: (i) to the
extent the Servicer, or Credit Acceptance if Credit Acceptance is no longer the Servicer, has
agreed in the Sale and Servicing Agreement, hereunder or otherwise to perform any act or to
discharge any duty of the Owner Trustee or the Trust hereunder or under any Basic Document, and the
Owner Trustee shall not be liable for the default or failure of the Servicer or Credit Acceptance
to carry out its obligations under the Sale and Servicing Agreement or such other document; and
(ii) to the extent that Owner Trustee has contracted with a third party acceptable to the Class A
Insurer to discharge such duties and responsibilities. The Servicer, Credit Acceptance, the
Backup Servicer, the Trust Collateral Agent and the Seller shall all be deemed acceptable to the
Class A Insurer.





                    SECTION 6.3. Action upon Instruction.



               (a) Subject to Article IV, the Majority Certificateholders, with, prior to the Class A
Termination Date, the consent of the Class A Insurer (the “Instructing Party”) shall have
the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so
long as such instructions are not inconsistent with the express terms set forth herein or in any
Basic Document or with instructions of the Class A Noteholders acting pursuant to the Basic
Documents. The Instructing Party shall not instruct the Owner Trustee in a manner inconsistent
with this Agreement or the Basic Documents.



               (b) The Owner Trustee shall not be required to take any action hereunder or under any Basic
Document if the Owner Trustee shall have reasonably determined, or shall have been advised by
counsel, that such action is likely to result in liability on the part of the Owner Trustee or is
contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.



               (c) Whenever the Owner Trustee is unable to decide between alternative courses of action
permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall
promptly give notice (in such form as shall be appropriate under the circumstances) to the
Instructing Party requesting instruction as to the course of action to be adopted, and to the
extent the Owner Trustee acts in good faith in accordance with any written instruction of the
Instructing Party received, the Owner Trustee shall not be liable on account of such action to any
Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days
of such notice (or within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain
from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall
deem to be in the best interests of the Certificateholders and the Class A Insurer, and shall have
no liability to any Person for such action or inaction absent gross negligence or willful
misconduct.



22









 





               (d) In the event that the Owner Trustee is unsure as to the application of any provision of
this Agreement or any Basic Document or any such provision is ambiguous as to its application, or
is, or appears to be, in conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a particular set of
facts, the Owner Trustee may give notice (in such form as shall be appropriate under the
circumstances) to the Instructing Party and, to the extent that the Owner Trustee acts or refrains
from acting in good faith in accordance with any such instruction received, the Owner Trustee shall
not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall
not have received appropriate instruction within ten (10) days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best
interests of the Certificateholders and the Class A Insurer, and shall have no liability to any
Person for such action or inaction, absent gross negligence or willful misconduct.




                    SECTION 6.4. No Duties Except as Specified in this Agreement or in
Instructions.



          The Owner Trustee shall not have any duty or obligation to manage, make any payment with
respect to, register, record, sell, dispose of, or otherwise deal with the Trust Property, or to
otherwise take or refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the
terms of this Agreement or in any document or written instruction received by the Owner Trustee
pursuant to Section 6.3; and no implied duties or obligations shall be read into this
Agreement or any Basic Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or lien granted to it
hereunder or to prepare or file any filing for the Trust with the Securities and Exchange
Commission or to record this Agreement or any Basic Document. The Owner Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all action as may be necessary to
discharge any Liens on any part of the Trust Property that result from actions by, or claims
against, the Owner Trustee (solely in its individual capacity) and that are not related to the
ownership or the administration of the Trust Property.





                    SECTION 6.5. No Action Except under Specified Documents or
Instructions.



          The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any
part of the Trust Property except (i) in accordance with the powers granted to and the authority
conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee
pursuant to Section 6.3.




23









 









                    SECTION 6.6. Restrictions.



          The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the
Trust set forth in Section 2.3 or (b) that, to the actual knowledge of the Owner Trustee,
would result in the Trust’s becoming taxable as a corporation for federal income tax purposes. The
Certificateholders shall not direct the Owner Trustee to take action that would violate the
provisions of this Section.




ARTICLE VII




Concerning the Owner Trustee





                    SECTION 7.1. Acceptance of Trusts and Duties.



          The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement and the Basic Documents. The
Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the
Trust Property upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall
not be answerable or accountable in its individual capacity hereunder or under any Basic Document
under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence,
(ii) in the case of the inaccuracy of any representation or warranty contained in Section
7.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the
Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section
6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate
thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured
by, any fees, commissions or compensation received by the Owner Trustee, and every provision of
this Trust Agreement relating to the conduct or affecting the liability of or affording protection
to the Owner Trustee shall be subject to this Section. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):




               (a) the Owner Trustee shall not be liable for any error of judgment made by a Responsible
Officer of the Owner Trustee or for any information contained in the Private Placement Memorandum;



               (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the instructions of the Instructing Party, the
Servicer, the Backup Servicer or any Certificateholder in accordance with the terms of this
Agreement and the Basic Documents;



               (c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to
expend or risk funds or otherwise incur any liability (financial or otherwise) in the performance
of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall
have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;



24









 





               (d) under no circumstances shall the Owner Trustee be liable for indebtedness of the Trust
evidenced by or arising under any of the Basic Documents, including the principal of and interest
on the Class A Notes;



               (e) the Owner Trustee shall not be responsible for or in respect of the validity or
sufficiency of this Agreement or for the due execution hereof by the Seller or for the form,
character, genuineness, sufficiency, value or validity of any of the Trust Property or for or in
respect of the validity or sufficiency of the Basic Documents, other than the certificate of
authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any
liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, the Class A
Insurer, any Class A Noteholder or to any Certificateholder, other than as expressly provided for
herein and in the Basic Documents;



               (f) the Owner Trustee shall not be liable for the default or misconduct of the Seller, the
Indenture Trustee, the Trust Collateral Agent, the Class A Insurer, the Servicer or the Backup
Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no
obligation or liability to perform the obligations under this Agreement or the Basic Documents that
are required to be performed by the Seller under this Agreement, by the Indenture Trustee under the
Indenture or the Trust Collateral Agent or the Servicer or the Backup Servicer under the Sale and
Servicing Agreement; and



               (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request,
order or direction of the Instructing Party or any of the Certificateholders, unless such
Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by
the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary
act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the
Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful
misconduct in the performance of any such act.




                    SECTION 7.2. Furnishing of Documents.



          The Owner Trustee shall furnish to the Certificateholders, the Class A Insurer and the Rating
Agencies promptly upon receipt of a written request therefor, duplicates or copies of all reports,
notices, requests, demands, certificates, financial statements and any other instruments furnished
to the Owner Trustee under the Basic Documents.





                    SECTION 7.3. Representations and Warranties.



          The Owner Trustee hereby represents and warrants to the Seller, the Class A Insurer (which has
relied on such representations and warranties in issuing the Class A Note Policy) and the
Securityholders, that:




               (a) It is a national banking association, duly organized and validly existing in good standing
under the laws of the United States of America. It has all requisite



25









 







corporate power and authority to execute, deliver and perform its obligations under this
Agreement.



               (b) It has taken all corporate action necessary to authorize the execution and delivery by it
of this Agreement, and this Agreement will be executed and delivered by one of its officers who is
duly authorized to execute and deliver this Agreement on its behalf.



               (c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it
of the transactions contemplated hereby nor compliance by it with any of the terms or provisions
hereof will contravene any federal or Delaware state law, governmental rule or regulation governing
the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or by-laws or any indenture, mortgage, contract,
agreement or instrument to which it is a party or by which any of its properties may be bound.




                    SECTION 7.4. Reliance; Advice of Counsel.



               (a) In the absence of bad faith, willful misconduct or gross negligence, the Owner Trustee
shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution,
request, consent, order, certificate, report, opinion, bond or other document or paper reasonably
believed by it to be genuine and to be signed by the proper party or parties; however, the Owner
Trustee shall examine the same to determine whether or not they conform on their face to the Trust
Agreement. The Owner Trustee may accept a certified copy of a resolution of the board of directors
of the Seller or other governing body of any corporate party or other entity as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in full force and
effect. As to any fact or matter the method of the determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by
the president or any vice president or by the treasurer, secretary or other authorized officers of
the relevant party, as to such fact or matter, and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.



               (b) In the exercise or administration of the trusts hereunder and in the performance of its
duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act
directly or through its agents or attorneys pursuant to agreements entered into with any of them,
and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys
if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care and
are acceptable to the Class A Insurer (provided that any person to whom duties and obligations of
the Owner Trustee are delegated pursuant to and in accordance with the Basic Documents shall be
deemed to be acceptable to the Class A Insurer), and (ii) may consult with counsel, accountants and
other skilled persons acceptable to the Class A Insurer that are selected with reasonable care and
employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the opinion or advice of any such counsel, accountants or other
such persons and according to such opinion not contrary to this Agreement or any Basic Document.



26









 





                    SECTION 7.5. Not Acting in Individual Capacity.



          Except as provided in this Article VII, in accepting the trusts hereby created, U.S. Bank
Trust National Association acts solely as Owner Trustee hereunder and not in its individual
capacity and all Persons having any claim against the Owner Trustee by reason of the transactions
contemplated by this Agreement or any Basic Document shall look only to the Trust Property for
payment or satisfaction thereof.





                    SECTION 7.6. Owner Trustee Not Liable for Certificates or Dealer
Loans.



          The recitals contained herein and in the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the
Seller and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner
Trustee makes no representations as to the validity or sufficiency of this Agreement, of any Basic
Document or of the Certificates (other than the signature and countersignature of the Owner Trustee
on the Certificates) or the Class A Notes, or of any Dealer Loan, Contract or related documents.
The Owner Trustee shall at no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Dealer Loan or Contract, or the perfection and
priority of any security interest created by any Dealer Loan or Contract in any Financed Vehicle or
the maintenance of any such perfection and priority, or for or with respect to the sufficiency of
the Trust Property or its ability to generate the payments to be distributed to Certificateholders
under this Agreement or the Class A Noteholders under the Indenture, including, without limitation:
the existence, condition and ownership of any Financed Vehicle; the existence and enforceability
of any insurance thereon; the existence and contents of any Dealer Loan or Contract on any computer
or other record thereof; the validity of the assignment of any Dealer Loan or Contract to the Trust
or of any intervening assignment; the completeness of any Dealer Loan or Contract; the performance
or enforcement of any Dealer Loan or Contract; the compliance by the Seller, the Servicer or any
other Person with any warranty or representation made under any Basic Document or in any related
document or the accuracy of any such warranty or representation or any action of the Trust
Collateral Agent or the Servicer, the Backup Servicer or any sub-servicer taken in the name of the
Owner Trustee.





                    SECTION 7.7. Owner Trustee May Own Certificates and Notes.



          The Owner Trustee in its individual or any other capacity may become the owner or pledgee of
Certificates or Class A Notes and may deal with the Seller, the Trust Collateral Agent and the
Servicer in banking transactions with the same rights as it would have if it were not Owner
Trustee.





                    SECTION 7.8. Payments from Trust Property.



          All payments to be made by the Owner Trustee on behalf of the Trust under this Agreement or
any of the Basic Documents to which the Trust or the Owner Trustee is a party shall be made only
from the corpus, income and proceeds of the Trust Property and only to the extent that the Owner
Trustee shall have received corpus, income or proceeds from the Trust




27









 







Property to make such payments in accordance with the terms hereof. U.S. Bank Trust National
Association, or any successor thereto, in its individual capacity, shall not be liable for any
amounts payable under this Agreement or any of the Basic Documents to which the Trust or the Owner
Trustee is a party.





                    SECTION 7.9. Doing Business in Other Jurisdictions.



          Notwithstanding anything contained herein to the contrary, neither U.S. Bank Trust National
Association nor any successor thereto, nor the Owner Trustee shall be required to take any action
in any jurisdiction other than in the State of Delaware if the taking of such action will, even
after the appointment of a co-trustee or separate trustee in accordance with Section 10.5
hereof, (i) require the consent or approval or authorization or order of or the giving of notice
to, or the registration with or the taking of any other action in respect of, any state or other
governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result
in any fee, tax or other governmental charge under the laws of the State of Delaware becoming
payable by U.S. Bank Trust National Association (or any successor thereto); or (iii) subject U.S.
Bank Trust National Association (or any successor thereto) to personal jurisdiction in any
jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to
the consummation of the transactions by U.S. Bank Trust National Association (or any successor
thereto) or the Owner Trustee, as the case may be, contemplated hereby.




ARTICLE VIII




Compensation of Owner Trustee





                    SECTION 8.1. Owner Trustee’s Fees and Expenses.



          The Owner Trustee shall receive as compensation for its services hereunder such fees as have
been separately agreed upon before the date hereof between Credit Acceptance and the Owner Trustee,
and the Owner Trustee shall be entitled to be reimbursed therefor by the Issuer as set forth in
Section 5.08(a) of the Sale and Servicing Agreement. Such negotiated fees are based upon the
presumption that the duties of the Trust under the Basic Documents are to be performed by Credit
Acceptance pursuant to Section 11.11 hereof and Section 4.01(d) of the Sale and Servicing
Agreement. In the event that the Servicer fails to perform such duties and the Owner Trustee
undertakes to do so, the Owner Trustee shall be entitled to additional reasonable compensation with
respect thereto, which shall be consented to by the Class A Insurer. In the absence of such
consent, the Owner Trustee shall not be obligated to undertake such duties.





                    SECTION 8.2. Indemnification.



          Credit Acceptance shall be liable as primary obligor for, and shall indemnify U.S. Bank Trust
National Association, individually and as Owner Trustee and its officers, directors, successors,
assigns, agents and servants (collectively, the “Indemnified Parties”) from and against, any and
all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all
reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any
kind and nature whatsoever (collectively, “Expenses”) which may at any time




28









 







be imposed on, incurred by, or asserted against any Indemnified Party in any way relating to
or arising out of this Agreement, the Basic Documents, the Trust Property, the administration of
the Trust Property or the action or inaction of the Owner Trustee hereunder, within thirty (30)
days of a demand by the Owner Trustee, upon receipt by the Owner Trustee of an invoice or other
demand for payment, except only that Credit Acceptance shall not be liable for or required to
indemnify the Owner Trustee from and against: (i) Expenses arising or resulting from the gross
negligence, willful misconduct or bad faith of the Owner Trustee or (ii) any Expenses which would
constitute recourse for uncollectible Dealer Loans. Credit Acceptance shall advance to each
Indemnified Party expenses incurred in defending any claim, demand, action, suit or proceeding,
provided that such Indemnified Party shall be obligated to repay such amount if a court of
competent jurisdiction determines that such Indemnified Party was not entitled to indemnification
hereunder. The indemnities contained in this Section and the rights of the Owner Trustee under
Section 8.1 shall be joint and several with the indemnification obligations of the Trust
pursuant to Section 6.05 of the Sale and Servicing Agreement and shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement In any event of any claim,
action or proceeding for which indemnity will be sought pursuant to this Section, the Owner
Trustee’s choice of legal counsel shall be subject to the approval of Credit Acceptance which
approval shall not be unreasonably withheld.





                    SECTION 8.3. Payments to the Owner Trustee.



          Any amounts paid to the Owner Trustee pursuant to this Article VIII shall be deemed not to be
a part of the Trust Property immediately after such payment.





                    SECTION 8.4. Non-Recourse Obligations.



          Notwithstanding anything in this Agreement or any Basic Document, the Owner Trustee agrees
that all obligations of the Trust individually or as Owner Trustee for the Trust shall be recourse
to the Trust Property only, shall be paid in accordance with the priorities set forth in Section
5.08 of the Sale and Servicing Agreement and specifically shall not be recourse to the assets of
any Holder. U.S. Bank Trust National Association agrees not to seek recourse against any Holder
with respect to any obligations of the Trust owed to it.




ARTICLE IX




Termination of Trust Agreement





                    SECTION 9.1. Termination of Trust Agreement.



               (a) This Agreement shall terminate and the Trust shall dissolve upon the payment in full or
other liquidation or final settlement of the last outstanding Dealer Loan (including the purchase
by the Servicer at its option of the corpus of the Trust as described in Section 10.01 of the Sale
and Servicing Agreement) and the subsequent distribution of all amounts in respect of such Dealer
Loans as provided in the Basic Documents and the satisfaction and discharge of the Indenture;
provided, however, that the rights to indemnification under Section 8.2 and
the rights of the Owner Trustee under Section 8.1, and the terms of Section 11.7
hereof shall survive the termination of the Trust and that the winding up of the Trust shall be



29









 







conducted in accordance with Section 3808(e) of the Statutory Trust Act, and the Owner Trustee
shall be entitled to rely without investigation upon the certificates of: (i) the Indenture Trustee
pursuant to Section 4.1 of the Indenture; (ii) the Servicer pursuant to Section 7.06 of the Sale
and Servicing Agreement; and (iii) the Class A Insurer pursuant to Section 4.03 of the Insurance
Agreement as to the absence of liabilities. The Seller shall promptly notify the Owner Trustee,
the Swap Counterparty and the Class A Insurer in writing of any prospective termination pursuant to
this Section 9.1. The bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle
such Certificateholder’s legal representatives or heirs to claim an accounting or to take any
action or proceeding in any court for a partition or winding up of all or any part of the Trust or
Trust Property nor (z) otherwise affect the rights, obligations and liabilities of the parties
hereto.



               (b) Except as provided in clause (a), neither the Seller nor any Certificateholder shall be
entitled to revoke or terminate the Trust.



               (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the
Certificateholders shall surrender their Certificates to the Trust Collateral Agent, as paying
agent who shall then surrender such Certificates to the Owner Trustee for cancellation, shall be
given by the Owner Trustee by letter to Certificateholders mailed within five Business Days of
receipt of notice of such termination from the Seller or Servicer, as the case may be, given
pursuant to Section 10.01(b) of the Sale and Servicing Agreement, stating (i) the Distribution Date
upon or with respect to which final distributions on the Certificates shall be made upon
presentation and surrender of the Certificates at the office of the Trust Collateral Agent therein
designated, (ii) the amount of any such final distribution, and (iii) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Owner Trustee therein
specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than
the Owner Trustee), the Class A Insurer and the Trust Collateral Agent at the time such notice is
given to Certificateholders. Upon presentation and surrender of the Certificates to the Owner
Trustee, the Trust Collateral Agent shall cause to be distributed to Certificateholders amounts
distributable on such Distribution Date pursuant to Section 5.08 of the Sale and Servicing
Agreement.



          In the event that all of the Certificateholders shall not surrender their Certificates for
cancellation within six months after the date specified in the above-mentioned written notice, the
Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with respect thereto. If
within one year after the second notice all the Certificates shall not have been surrendered for
cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement. Any funds remaining in the Trust after two years shall be
distributed, subject to applicable escheat laws, by the Owner Trustee or the Trust Collateral Agent
upon the written direction of the Seller to the Seller and Holders shall look solely to the Seller
for payment.




30









 








               (d) Any funds remaining in the Trust after funds for final distribution have been distributed
or set aside for distribution and reasonable provision has been made for known claims and
obligations of the Trust shall be distributed by the Owner Trustee to the Certificateholders.



               (e) Upon dissolution and the winding up of the Trust pursuant to Section 9.1(a), the
Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the
Statutory Trust Act.



ARTICLE X




Successor Owner Trustees and Additional Owner Trustees





                    SECTION 10.1. Eligibility Requirements for Owner Trustee.



          The Owner Trustee shall at all times be a corporation or other institution: (i) satisfying the
provisions of Section 3807(a) of the Statutory Trust Act; (ii) authorized to exercise corporate
trust powers; (iii) having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authorities; provided however, the
net worth of the parent organization of such corporation shall be included in the determination of
the combined capital and surplus of such corporation; and (iv) prior to the Class A Termination
Date, acceptable to the Class A Insurer in its sole discretion. If such corporation or other
institution shall publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation or other institution shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the
effect specified in Section 10.2.





                    SECTION 10.2. Resignation or Removal of Owner Trustee.



          The Owner Trustee may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Seller, the Class A Insurer, the Swap Counterparty and the
Servicer. Upon receiving such notice of resignation, the Seller shall promptly appoint a successor
Owner Trustee acceptable to the Class A Insurer and satisfying the qualifications of Section
10.1 hereof by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee;
provided that the Seller shall have received written confirmation from the Rating Agencies
that the proposed appointment will not result in an increased capital charge to the Class A Insurer
by the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of resignation, the resigning
Owner Trustee or, prior to the Class A Termination Date, the Class A Insurer may petition any court
of competent jurisdiction for the appointment of a successor Owner Trustee acceptable to the Class
A Insurer and satisfying the qualifications of Section 10.1 hereof.




31









 








          If at any time, the Owner Trustee shall cease to be eligible in accordance with the provisions
of Section 10.1 and shall fail to resign after written request therefor by the Seller with
the prior written consent of the Class A Insurer or if at any time the Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or of its property shall be appointed, or any public officer shall take charge or control
of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation, then, prior to the Class A Termination Date, the Class A Insurer or the Seller
with, prior to the Class A Termination Date, the consent of the Class A Insurer may remove the
Owner Trustee. If the Seller or the Class A Insurer shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Seller shall, or the Class A Insurer may,
promptly appoint a successor Owner Trustee acceptable to the Class A Insurer, and satisfying the
qualifications set forth in Section 10.1 hereto by written instrument, in duplicate, one
copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to
the Class A Insurer, one copy to the successor Owner Trustee and payment of all fees owed to the
outgoing Owner Trustee; provided, that the Seller shall have received written confirmation
from the Rating Agencies that the proposed appointment will not result in an increased capital
charge to the Class A Insurer by the Rating Agencies.




          Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee
pursuant to any of the provisions of this Section shall not become effective until acceptance of
appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees
and expenses owed to the outgoing Owner Trustee. The Seller shall provide notice of such
resignation or removal of the Owner Trustee to the Rating Agencies, the Swap Counterparty and the
Trust Collateral Agent.





                    SECTION 10.3. Successor Owner Trustee.



          Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute,
acknowledge and deliver to the Seller, the Class A Insurer, the Servicer and to its predecessor
Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become effective and such successor
Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as
if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees
and expenses deliver to the successor Owner Trustee all documents and statements and monies held by
it under this Agreement; and the Seller and the predecessor Owner Trustee shall execute and deliver
such instruments and do such other things as may reasonably be required for fully and certainly
vesting and confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.




          No successor Owner Trustee shall accept appointment as provided in this Section unless at the
time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section
10.1.




          Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the
Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the
Indenture Trustee, the Class A Insurer, the Swap Counterparty, the Class




32









 







A Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within
10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee
shall cause such notice to be mailed at the expense of the Servicer.




          Any successor Owner Trustee appointed pursuant to this Section 10.3 shall promptly
file an amendment to the Certificate of Trust with the Secretary of State of Delaware, identifying
the name and address of such successor Owner Trustee in the State of Delaware.





                    SECTION 10.4. Merger or Consolidation of Owner Trustee.



          Any corporation into which the Owner Trustee may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Owner Trustee shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee
hereunder, provided, however, such corporation shall be eligible pursuant to
Section 10.1, without the execution or filing of any instrument or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided further that the Owner Trustee shall mail notice of such merger or
consolidation to the Class A Insurer and the Rating Agencies.





                    SECTION 10.5. Appointment of Co-Trustee or Separate Trustee.



          Notwithstanding any other provisions of this Agreement, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any
Financed Vehicle may at the time be located, the Servicer and the Owner Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint one or more Persons
approved by the Owner Trustee and the Class A Insurer to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the Trust Property, and to
vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the
Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner
Trustee shall, with the consent of the Class A Insurer, have the power to make such appointment.
No co-trustee or separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor trustee pursuant to Section 10.1 and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to Section
10.3.




          Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:





                    (i) all rights, powers, duties and obligations conferred or imposed upon the Owner
Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such
separate trustee or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Owner Trustee joining in such
act), except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed, the Owner Trustee shall be



33









 







incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Owner Trustee;




                    (ii) no trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and




                    (iii) the Seller and the Owner Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.



          Any notice, request or other writing given to the Owner Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given
to the Servicer and a copy to the Class A Insurer.




          Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner
Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.




ARTICLE XI




Miscellaneous





                    SECTION 11.1. Supplements and Amendments.



               (a) This Agreement may be amended by the Seller and the Owner Trustee, with (x) prior to the
Class A Termination Date, the prior written consent of the Class A Insurer and the Swap
Counterparty if such amendment would materially and adversely affect the Swap Counterparty’s rights
and obligations under this Agreement and (y) prior written notice to the Rating Agencies, without
the consent of any of the Class A Noteholders or the Certificateholders: (i) to cure any ambiguity
or defect; (ii) to correct, supplement or modify any provisions in this Agreement; or (iii) to add
any other provisions with respect to matters or questions arising under this Agreement that shall
not be inconsistent with the provisions of this Agreement; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel which may be based upon a certificate
of the Seller, adversely affect in any material respect the interests of any Class A Noteholder.



34









 





               (b) This Agreement may also be amended from time to time by the Seller and the Owner Trustee,
with (x) prior written notice to the Rating Agencies and (y) prior to the Class A Termination Date,
the written consent of the Class A Insurer and thereafter, the consent of the Majority
Certificateholders, and the Swap Counterparty if such amendment would materially and adversely
affect the Swap Counterparty’s rights and obligations under this Agreement, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this
Agreement other than under (a) above; provided, however, that, subject to the
express rights of the Class A Insurer under the Basic Documents no such amendment shall: (a)
increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections
of payments on Dealer Loans or distributions that shall be required to be made for the benefit of
the Class A Noteholders; or (b) reduce the percentage of the Outstanding Amount of the Class A
Notes required to consent to any such amendment, without the consent of the Holders of all the
outstanding Class A Notes.



          Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish
written notification of the substance of such amendment or consent to each Certificateholder, the
Class A Insurer, the Indenture Trustee and the Rating Agencies.




          It shall not be necessary for the consent of the Class A Noteholders pursuant to this Section
to approve the particular form of any proposed amendment or consent, but it shall be sufficient if
such consent shall approve the substance thereof. The manner of obtaining such consents shall be
subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the
execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of
such amendment with the Secretary of State.




          Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the
Owner Trustee and the Class A Insurer shall be entitled to receive and rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted by this Agreement,
that all conditions precedent to the execution and delivery of such amendment have been satisfied
and that any such amendment would not result in the Trust becoming taxable as a corporation for
federal income tax purposes. The Owner Trustee may, but shall not be obligated to, enter into any
such amendment which affects the Owner Trustee’s own rights, duties or immunities under this
Agreement or otherwise.





                    SECTION 11.2. Limitations on Rights of Others.



          Except for Section 2.7, the provisions of this Agreement are solely for the benefit of
the Owner Trustee, the Seller, the Certificateholders, the Servicer, the Class A Insurer, the Swap
Counterparty, the Backup Servicer and, to the extent expressly provided herein, the Indenture
Trustee, the Trust Collateral Agent and the Class A Noteholders, and nothing in this Agreement,
whether express or implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Trust Property or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.




35









 









                    SECTION 11.3. Notices.



               (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall
be in writing and shall be deemed given upon receipt personally delivered, delivered by overnight
courier or mailed first class mail or certified mail, in each case return receipt requested, and
shall be deemed to have been duly given upon receipt, if to the Owner Trustee, addressed to the
Corporate Trust Office; if to the Seller, addressed to Credit Acceptance Funding LLC 2007-2, Silver
Triangle Building, 25505 West Twelve Mile Road, Southfield, Michigan, 48034-8339, Attention: Wendy
Rummler; phone number: (248) 353-2700 (ext. 4217); fax number: (866) 249-3138; if to the Class A
Insurer, addressed to XL Capital Assurance Inc., 1221 Avenue of the Americas, 31st
Floor, New York, New York, 10020-1001, Attention: Surveillance, or, as to each party, at such other
address as shall be designated by such party in a written notice to each other party; if to the
Indenture Trustee, the Trust Collateral Agent, the Servicer, the Backup Servicer or the Rating
Agency, addressed to each respective entity as set forth in the notice provisions of the Basic
Documents.



               (b) Any notice required or permitted to be given to a Certificateholder shall be given by
first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.




                    SECTION 11.4. Severability.



          Any provision of this Agreement that is 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 11.5. Separate Counterparts.



          This Agreement may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.





                    SECTION 11.6. Assignments; Class A Insurer.



          This Agreement shall inure to the benefit of and be binding upon the parties hereto, the Class
A Insurer (to the extent set forth herein) and their respective successors and permitted assigns.
Without limiting the generality of the foregoing, all covenants and agreements in this Agreement
which confer rights upon the Class A Insurer shall be for the benefit of and run directly to the
Class A Insurer, and the Class A Insurer shall be entitled to rely on and enforce such covenants,
subject, however, to the limitations on such rights provided in this Agreement and the Basic
Documents. The Class A Insurer may disclaim any of its respective rights and powers under this
Agreement (but not its duties and obligations under the Class A Note Insurance Policy), upon
delivery of a written notice to the Owner Trustee.




36









 









                    SECTION 11.7. No Petition.



          The Owner Trustee (in its individual capacity and as Owner Trustee), by entering into this
Agreement, each Certificateholder, by accepting a Certificate, and the Indenture Trustee and each
Class A Noteholder by accepting the benefits of this Agreement, each hereby covenants and agrees
that it will not at any time institute against the Seller or the Trust, or join in any institution
against the Seller or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law
in connection with any obligations relating to the Certificates, the Class A Notes, this Agreement
or any of the Basic Documents.





                    SECTION 11.8. No Recourse.



          Each Certificateholder, by accepting a Certificate acknowledges that such Certificateholder’s
Certificates represent beneficial interests in the Trust only and do not represent interests in or
obligations of the Seller, the Servicer, the Backup Servicer, the Owner Trustee, the Indenture
Trustee, the Class A Insurer, the Swap Counterparty or the Trust Collateral Agent or any Affiliate
thereof and no recourse may be had against such parties or their assets, except as may be expressly
set forth or contemplated in this Agreement, the Certificates or the Basic Documents.





                    SECTION 11.9. Headings.



          The headings of the various Articles and Sections herein are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.





                    SECTION 11.10. GOVERNING LAW.



          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.





                    SECTION 11.11. Servicer.



          The Servicer is authorized to prepare, or cause to be prepared, execute and deliver on behalf
of the Trust all such documents, reports, filings, instruments, certificates and opinions as it
shall be the duty of the Trust or Owner Trustee to prepare, file or deliver pursuant to the Basic
Documents. Upon written request, the Owner Trustee shall execute and deliver to the Servicer a
limited power of attorney appointing the Servicer the Trust’s agent and attorney-in-fact to
prepare, or cause to be prepared, execute and deliver all such documents, reports, filings,
instruments, certificates and opinions.





37









 








          IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by
their respective officers hereunto duly authorized as of the day and year first above written.




	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL 

ASSOCIATION, not in its individual capacity but

solely as Owner Trustee

 	 
	 	By:  	/s/  Annette E. Morgan
 	 
	 	 	Name:  	Annette E. Morgan 	 
	 	 	Title:  	Trust Officer 	 
	 



	 	 	 	 	 
	 	CREDIT ACCEPTANCE FUNDING LLC

2007-2, as Seller

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



[Trust Agreement Signature Page]





 









 








EXHIBIT A




FORM OF CERTIFICATE

SEE ATTACHED PAGES FOR CERTAIN DEFINITIONS




          THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENTS TO THE CLASS A NOTES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.




          THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING
THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(1) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR (3) IN RELIANCE ON ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND SUBJECT TO THE RECEIPT BY THE OWNER TRUSTEE OF A CERTIFICATION OF THE TRANSFEREE AND AN OPINION
OF COUNSEL (SATISFACTORY TO THE ISSUER OR THE OWNER TRUSTEE AND, PRIOR TO THE CLASS A TERMINATION
DATE, THE CLASS A INSURER) TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.




          NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE CERTIFICATE REGISTRAR
SHALL HAVE RECEIVED A REPRESENTATION LETTER IN SUBSTANTIALLY THE FORM REQUIRED BY THE AGREEMENT
REFERRED TO BELOW FROM THE TRANSFEREE OF THIS CERTIFICATE OR SUCH OTHER REPRESENTATIONS (OR AN
OPINION OF COUNSEL) AS MAY BE APPROVED BY THE SELLER AND THE CLASS A INSURER, TO THE EFFECT THAT
SUCH A TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, INCLUDING RULE 144A
THEREUNDER, AND APPLICABLE STATE SECURITIES LAWS AND SUCH TRANSFEREE WILL NOT ACQUIRE THIS
CERTIFICATE WITH THE ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I
OF ERISA OR ANY “PLAN” TO WHICH SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) APPLIES.




 









 








			
	 	 	 
	NUMBER

R-1
	 	Percentage Interest 100%






SEE REVERSE FOR CERTAIN DEFINITIONS




          AMOUNTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AGREEMENT.




ASSET BACKED CERTIFICATE



evidencing a beneficial ownership interest in the property of the Trust, as defined below, the
property of which includes a pool of dealer loans secured by retail installment sales contracts
secured by used automobiles, light duty trucks, minivans or sport utility vehicles and sold to the
Trust by Credit Acceptance Funding LLC 2007-2.



(This Certificate does not represent an interest in or obligation of Credit Acceptance Funding LLC
2007-2 or any of its Affiliates, except to the extent described below.)




          THIS CERTIFIES THAT Credit Acceptance Funding LLC 2007-2 is the registered owner of the
Percentage Interest set forth above of the beneficial ownership interest in certain distributions
of Credit Acceptance Auto Dealer Loan Trust 2007-2 (the “Trust”) formed by Credit Acceptance
Funding LLC 2007-2, a Delaware special purpose limited liability company (the “Seller”). The
Certificates do not accrue interest.




OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION




 









 








          This is one of the Certificates referred to in the within-mentioned Trust Agreement.




	 	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely as Owner
Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	by:	 	 	 	 
	 

	 	 	 	 

Authenticating Agent
	 	 






 









 






          The Trust was created pursuant to a Certificate of Trust and an Interim Trust Agreement dated
October 9, 2007 (the “Trust Agreement”), between the Seller and U.S. Bank Trust National
Association, as owner trustee, in its capacity as trustee, and not in its individual capacity (the
“Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To
the extent not otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Trust Agreement.




          This Certificate is one of the duly authorized Certificates designated as “Asset Backed
Certificates” (herein called the “Certificates”). In addition to the Certificates, there were also
issued, under the Indenture dated as of the Closing Date, between the Trust and Wells Fargo Bank,
National Association, as Indenture Trustee, one class of Notes designated as “6.16% Class A-1A
Asset Backed Notes” (the “Class A-1A Notes”) and one class of Notes designated as “LIBOR plus 1.75%
Class A-1B Asset Backed Notes” (the “Class A-1B Notes” and together with the Class A-1A Notes, the
“Notes”). This Certificate is issued under and is subject to the terms, provisions and conditions
of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the
acceptance hereof assents and by which such holder is bound. The property of the Trust includes a
pool of dealer loans secured by retail installment sale contracts (which are secured by used
automobiles, light duty trucks, minivans or sport utility vehicles) (the “Dealer Loans”), all
monies due thereunder after the applicable Cut-off Date, security interests in the vehicles
financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain
insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing
Agreement, all right, title and interest of the Seller in and to the Contribution Agreement dated
as of the Closing Date between the Originator and the Seller and all proceeds of the foregoing.




          Under the Sale and Servicing Agreement, there will be distributed on the 15th day
of each month or, if such 15th day is not a Business Day, the next Business Day (the
“Distribution Date”), commencing on November15, 2007, to the Person in whose name this Certificate
is registered at the close of business on the last day of the month preceding such Distribution
Date (the “Record Date”) such Certificateholder’s fractional undivided interest in the amount to be
distributed, if any, to Certificateholders on such Distribution Date.




          The holder of this Certificate acknowledges and agrees that its rights to receive
distributions in respect of this Certificate are subordinated to the rights of the Class A
Noteholders as described in the Sale and Servicing Agreement, the Indenture and the Trust
Agreement, as applicable.




          It is the intent of the Seller, the Servicer, and the Certificateholders that, for purposes of
federal income taxes, the Trust will be treated as a partnership and the Certificateholders will be
treated as partners in that partnership. The Seller and the other Certificateholders by acceptance
of a Certificate, agree to treat, and to take no action inconsistent with the treatment of, the
Certificates for such tax purposes as partnership interests in the Trust. Each Certificateholder,
by its acceptance of a Certificate, covenants and agrees that such Certificateholder will not at
any time institute against the Trust or the Seller, or join in any institution against the Trust or
the Seller of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or




 









 







state bankruptcy or similar law in connection with any obligations relating to the
Certificates, the Class A Notes, the Trust Agreement or any of the Basic Documents.




          Distributions on this Certificate will be made as provided in the Sale and Servicing Agreement
by the Trust Collateral Agent by wire transfer or check mailed to the Certificateholder of record
in the Certificate Register without the presentation or surrender of this Certificate or the making
of any notation hereon. Except as otherwise provided in the Trust Agreement and the Sale and
Servicing Agreement and, notwithstanding the above, the final distribution on this Certificate will
be made after due notice by the Owner Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the Corporate Trust Office.




          Reference is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.




          Unless the certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the holder
hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for
any purpose.




          THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.





 









 








          IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual
capacity, has caused this Certificate to be duly executed.




	 	 	 	 	 	 	 
	 	 	CREDIT ACCEPTANCE AUTO DEALER LOAN

TRUST 2007-2	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	U.S. BANK TRUST NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 






Dated:




 









 








(Reverse of Certificate)




          The Certificates do not represent an obligation of, or an interest in, the Seller, the
Servicer, the Backup Servicer, the Owner Trustee or any Affiliates of any of them and no recourse
may be had against such parties or their assets, except as may be expressly set forth or
contemplated herein or in the Trust Agreement, the Indenture or the Basic Documents. In addition,
this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in
right of payment to certain collections with respect to the Dealer Loans, all as more specifically
set forth herein and in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing
Agreement and the Trust Agreement may be examined during normal business hours at the principal
office of the Seller, and at such other places, if any, designated by the Seller, by any
Certificateholder upon written request.




          The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof
and the modification of the rights and obligations of the Seller and the rights of the
Certificateholders under the Trust Agreement at any time by the Seller and the Owner Trustee with,
prior to the Class A Termination Date, the prior written consent of the Class A Insurer, and in
certain circumstances the consent of the holders of the Class A Notes evidencing not less than a
majority of the then-outstanding Class A Note Balance. Any such consent shall be conclusive and
binding on such holder and on all future holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the holders of any of the Certificates.




          As provided in the Trust Agreement and subject to certain limitations set forth therein and
set forth on the front of this Certificate, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of transfer at the offices
or agencies of the Certificate Registrar maintained by the Owner Trustee in the Borough of
Manhattan, The City of New York, accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder hereof
or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in
authorized denominations evidencing the same aggregate interest in the Trust will be issued to the
designated transferee; provided, however, that if the Seller is the Holder of this
Certificate, this Certificate is non-transferable without the prior written consent of the Class A
Insurer or the Indenture Trustee, at the direction of the Majority Noteholders, if a Class A
Insurer Default has occurred and is continuing: (i) prior to the Class A Termination Date or (ii)
if Credit Acceptance is the Servicer. The initial Certificate Registrar appointed under the Trust
Agreement is U.S. Bank Trust National Association.




          The Certificates are issuable only as registered Certificates. As provided in the Trust
Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for
new Certificates in authorized denominations evidencing the same aggregate denomination, as
requested by the holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may




 









 







require payment of a sum sufficient to cover any tax or governmental charge payable in
connection therewith.




          The Owner Trustee, the Class A Insurer, the Certificate Registrar and any agent of the Owner
Trustee, the Class A Insurer or the Certificate Registrar may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the
Certificate Registrar, the Class A Insurer nor any such agent shall be affected by any notice to
the contrary.




          The obligations and responsibilities created by the Trust Agreement and the Trust created
thereby shall terminate upon the payment to Certificateholders of all amounts required to be paid
to them pursuant to the Trust Agreement and the Sale and Servicing Agreement, upon the payment to
the Class A Insurer of all amounts required to be paid to it under the Basic Documents, and the
disposition of all property held as part of the Trust. The Servicer may at its option purchase the
corpus of the Trust at a price specified in the Sale and Servicing Agreement, and such purchase of
the Dealer Loans and other property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable, subject to certain restrictions, only as of the
last day of any Collection Period as of which the Class A Note Balance is 15% or less of the
initial Class A Note Balance, including any such purchase on such Purchase Date.




          The Certificates may not be acquired by (a) an employee benefit plan (as defined in Section
3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan to which Section
4975 of the Code applies or (c) any entity whose underlying assets include plan assets by reason of
a plan’s investment in the entity (each, a “Benefit Plan”). In connection with any acquisition or
transfer of a Certificate, the Holder thereof shall be required to represent and warrant that it is
not a Benefit Plan.




          The recitals contained herein shall be taken as the statements of the Seller or the Servicer,
as the case may be, and the Owner Trustee assumes no responsibility for the correctness thereof.
The Owner Trustee makes no representations as to the validity or sufficiency of this Certificate or
of any Contracts or related document.




          Unless the certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee, by manual or facsimile signature, this Certificate shall not entitle
the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or
be valid for any purpose.




 









 








ASSIGNMENT




          FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto




PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE




 





(Please print or type name and address, including postal zip code, of assignee)




 





the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing



                                         Attorney to transfer said Certificate on the books of the
Certificate Registrar, with full power of substitution in the premises.

Dated:




	 	 	 
	 

	 	*
	 

	 	 







 




			
	*	 	NOTICE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Certificate in every particular, without alteration, enlargement or
any change whatsoever.




 









 










EXHIBIT B




[See attached.]