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Exhibit 4(f)(95)




EXECUTION COPY


 


CREDIT ACCEPTANCE AUTO DEALER LOAN TRUST 2007-2

$100,000,000 Class A Asset Backed Notes




 






INDENTURE




Dated as of October 29, 2007




 






WELLS FARGO BANK, NATIONAL ASSOCIATION

as the Trust Collateral Agent/Indenture Trustee




CREDIT ACCEPTANCE AUTO DEALER LOAN TRUST 2007-2

as the Issuer



 

 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page
	ARTICLE I Definitions and Incorporation by Reference
	 	 	3	 
	SECTION 1.1. Definitions
	 	 	3	 
	SECTION 1.2. Rules of Construction
	 	 	9	 
	ARTICLE II The Notes
	 	 	9	 
	SECTION 2.1. Form
	 	 	9	 
	SECTION 2.2. Execution, Authentication and Delivery
	 	 	10	 
	SECTION 2.3. Registration of Transfer and Exchange of Class A Notes
	 	 	11	 
	SECTION 2.4. Mutilated, Destroyed, Lost, or Stolen Notes
	 	 	14	 
	SECTION 2.5. Persons Deemed Owners
	 	 	14	 
	SECTION 2.6. Access to List of Noteholders’ Names and Addresses
	 	 	15	 
	SECTION 2.7. Maintenance of Office or Agency
	 	 	15	 
	SECTION 2.8. Payment of Principal and Interest; Defaulted Interest
	 	 	15	 
	SECTION 2.9. Release of Collateral
	 	 	16	 
	ARTICLE III Covenants, Representations and Warranties
	 	 	16	 
	SECTION 3.1. Payment of Principal and Interest
	 	 	16	 
	SECTION 3.2. Maintenance of Office or Agency
	 	 	16	 
	SECTION 3.3. Money for Payments to be Held in Trust
	 	 	17	 
	SECTION 3.4. Existence
	 	 	18	 
	SECTION 3.5. Protection of Trust Property
	 	 	18	 
	SECTION 3.6. Opinions as to Trust Property
	 	 	19	 
	SECTION 3.7. Performance of Obligations; Servicing of Contracts
	 	 	20	 
	SECTION 3.8. Negative Covenants
	 	 	21	 
	SECTION 3.9. Annual Statement as to Compliance
	 	 	21	 
	SECTION 3.10. Issuer May Consolidate, Etc. Only on Certain Terms
	 	 	22	 
	SECTION 3.11. Successor or Transferee
	 	 	24	 
	SECTION 3.12. No Other Business
	 	 	24	 
	SECTION 3.13. No Borrowing
	 	 	24	 
	SECTION 3.14. Guarantees, Loans, Advances and Other Liabilities
	 	 	24	 
	SECTION 3.15. Capital Expenditures
	 	 	24	 
	SECTION 3.16. Compliance with Laws
	 	 	25	 






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TABLE OF CONTENTS
(Continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 3.17. Restricted Payments
	 	 	25	 
	SECTION 3.18. Notice of Indenture Events of Default
	 	 	25	 
	SECTION 3.19. Further Instruments and Acts
	 	 	25	 
	SECTION 3.20. Amendments of Sale and Servicing Agreement and Trust Agreement
	 	 	25	 
	SECTION 3.21. Income Tax Characterization
	 	 	25	 
	SECTION 3.22. Perfection Representations, Warranties and Covenants
	 	 	26	 
	ARTICLE IV Satisfaction and Discharge
	 	 	26	 
	SECTION 4.1. Satisfaction and Discharge of Indenture
	 	 	26	 
	SECTION 4.2. Application of Trust Money
	 	 	27	 
	SECTION 4.3. Repayment of Moneys Held by Paying Agent
	 	 	27	 
	ARTICLE V Remedies
	 	 	28	 
	SECTION 5.1. Indenture Events of Default
	 	 	28	 
	SECTION 5.2. Rights Upon Indenture Event of Default
	 	 	29	 
	SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee
	 	 	31	 
	SECTION 5.4. Remedies
	 	 	33	 
	SECTION 5.5. Optional Preservation of the Trust Property
	 	 	35	 
	SECTION 5.6. [Reserved]
	 	 	35	 
	SECTION 5.7. Limitation of Suits
	 	 	35	 
	SECTION 5.8. Unconditional Rights of Noteholders To Receive Principal and Interest
	 	 	36	 
	SECTION 5.9. Restoration of Rights and Remedies
	 	 	36	 
	SECTION 5.10. Rights and Remedies Cumulative
	 	 	37	 
	SECTION 5.11. Delay or Omission Not a Waiver
	 	 	37	 
	SECTION 5.12. Control by the Class A Insurer
	 	 	37	 
	SECTION 5.13. Undertaking for Costs
	 	 	37	 
	SECTION 5.14. Waiver of Stay or Extension Laws
	 	 	38	 
	SECTION 5.15. Action on Class A Notes
	 	 	38	 
	SECTION 5.16. Performance and Enforcement of Certain Obligations
	 	 	38	 
	SECTION 5.17. Subrogation
	 	 	39	 






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TABLE OF CONTENTS
(Continued)





	 	 	 	 	 
	 	 	 	Page
	ARTICLE VI The Indenture Trustee
	 	 	39	 
	SECTION 6.1. Duties of Indenture Trustee
	 	 	39	 
	SECTION 6.2. Rights of Indenture Trustee
	 	 	41	 
	SECTION 6.3. Individual Rights of Indenture Trustee
	 	 	43	 
	SECTION 6.4. Indenture Trustee’s Disclaimer
	 	 	43	 
	SECTION 6.5. Notice of Indenture Events of Default
	 	 	43	 
	SECTION 6.6. Reports by Indenture Trustee to Holders
	 	 	43	 
	SECTION 6.7. Compensation
	 	 	43	 
	SECTION 6.8. Replacement of Indenture Trustee
	 	 	44	 
	SECTION 6.9. Successor Indenture Trustee by Merger
	 	 	46	 
	SECTION 6.10. Appointment of Trust Collateral Agent
	 	 	46	 
	SECTION 6.11. Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	 	 	46	 
	SECTION
6.12. Eligibility
	 	 	47	 
	SECTION
6.13. Trust Collateral Agent to Follow Indenture Trustee’s Directions
	 	 	48	 
	SECTION
6.14. Representations and Warranties of the Indenture Trustee
	 	 	48	 
	SECTION
6.15. Waiver of Setoffs
	 	 	49	 
	SECTION
6.16. Reserved
	 	 	49	 
	SECTION
6.17. Disqualification of the Indenture Trustee
	 	 	49	 
	SECTION
6.18. Authorization and Direction
	 	 	49	 
	SECTION
6.19. Action under the Intercreditor Agreement
	 	 	49	 
	ARTICLE VII Noteholders’ Lists and Reports
	 	 	49	 
	SECTION 7.1. Issuer To Furnish To Indenture Trustee Names and Addresses of
Noteholders
	 	 	49	 
	SECTION 7.2. Preservation of Information; Communications to Noteholders
	 	 	50	 
	ARTICLE VIII Accounts, Disbursements and Releases
	 	 	50	 
	SECTION 8.1. Collection of Money
	 	 	50	 
	SECTION 8.2. Release of Trust Property
	 	 	50	 
	SECTION 8.3. Opinion of Counsel
	 	 	50	 






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TABLE OF CONTENTS
(Continued)





	 	 	 	 	 
	 	 	 	Page
	ARTICLE IX Supplemental Indentures
	 	 	51	 
	SECTION 9.1. Supplemental Indentures Without Consent of Noteholders
	 	 	51	 
	SECTION 9.2. Supplemental Indentures with Consent of Noteholders
	 	 	52	 
	SECTION 9.3. Execution of Supplemental Indentures
	 	 	54	 
	SECTION 9.4. Effect of Supplemental Indenture
	 	 	54	 
	SECTION 9.5. Reference in Class A Notes to Supplemental Indentures
	 	 	54	 
	ARTICLE X Redemption of Notes
	 	 	54	 
	SECTION 10.1. Redemption
	 	 	54	 
	SECTION 10.2. Form of Redemption Notice
	 	 	55	 
	SECTION 10.3. Class A Notes Payable on Redemption Date
	 	 	55	 
	ARTICLE XI Miscellaneous
	 	 	56	 
	SECTION
11.1. Compliance Certificates and Opinions, etc.
	 	 	56	 
	SECTION 11.2. Form of Documents Delivered to Indenture Trustee
	 	 	57	 
	SECTION 11.3. Acts of Noteholders
	 	 	58	 
	SECTION 11.4. Notices, etc. to Indenture Trustee, Class A Insurer, Issuer, Rating
Agencies and Swap Counterparty
	 	 	58	 
	SECTION 11.5. Notices to Noteholders; Waiver
	 	 	59	 
	SECTION 11.6. Alternate Payment and Notice Provisions
	 	 	60	 
	SECTION 11.7. Effect of Headings and Table of Contents
	 	 	60	 
	SECTION 11.8. Successors and Assigns
	 	 	60	 
	SECTION 11.9. Separability
	 	 	60	 
	SECTION 11.10. Benefits of Indenture
	 	 	61	 
	SECTION 11.11. Legal Holidays
	 	 	61	 
	SECTION 11.12. GOVERNING LAW
	 	 	61	 
	SECTION 11.13. Counterparts
	 	 	61	 
	SECTION 11.14. Recording of Indenture
	 	 	61	 
	SECTION 11.15. Trust Obligation
	 	 	61	 
	SECTION 11.16. No Petition
	 	 	62	 
	SECTION 11.17. Inspection
	 	 	62	 
	SECTION 11.18. Maximum Interest Payable
	 	 	62	 






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TABLE OF CONTENTS
(Continued)





	 	 	 	 	 
	 	 	 	Page
	SECTION 11.19. No Legal Title in Holders
	 	 	63	 
	SECTION 11.20. Third Party Beneficiary
	 	 	63	 
	SECTION 11.21. Multiple Roles
	 	 	64	 






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          INDENTURE dated as of October 29, 2007, between CREDIT ACCEPTANCE AUTO DEALER LOAN TRUST
2007-2, a Delaware statutory trust (the “Issuer”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association organized under the laws of the United States, as trust
collateral agent (the “Trust Collateral Agent”) and as indenture trustee (the
“Indenture Trustee”).




          Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Issuer’s $50,000,000 Class A-1A 6.16% Asset Backed Notes (the
“Class A-1A Notes”), $50,000,000 Class A-1B LIBOR plus 1.75% Asset Backed Notes (the
“Class A-1B Notes”) and together with the Class A-1A Notes, the “Class A Notes”)
and the Class A Insurer:




GRANTING CLAUSE




          The Issuer hereby grants to the Indenture Trustee for the benefit of itself, the Class A
Insurer, the Swap Counterparty and the Class A Noteholders, as their respective interests may
appear, a first-priority perfected security interest in all property of the Issuer, including all
of the Issuer’s right, title and interest in and to the following collateral (the
“Collateral”) now owned or hereafter acquired, which Collateral shall be held by the Trust
Collateral Agent on behalf of the Indenture Trustee, subject to the lien of this Indenture:




          (i) all right, title, and interest of the Issuer in and to the Dealer Loans listed on Schedule
A to the Sale and Servicing Agreement, and listed on any addendum to Schedule A to the Sale and
Servicing Agreement delivered by the Seller during the Revolving Period, and proceeds thereof;




          (ii) certain rights under the Dealer Agreements listed on Schedule A to the Sale and Servicing
Agreement, and listed on any addendum to Schedule A to the Sale and Servicing Agreement delivered
by the Seller during the Revolving Period, including Credit Acceptance’s right to service the
Dealer Loans and Contracts and receive the related servicing fee and receive reimbursement of
certain recovery and repossession expenses, in accordance with the terms of the Dealer Agreements
(other than the Excluded Dealer Agreement Rights);




          (iii) Collections (other than Dealer Collections) after the applicable Cut-off Date;




          (iv) a security interest in each Contract listed on Schedule A to the Sale and Servicing
Agreement, and listed on any addendum to Schedule A to the Sale and Servicing Agreement delivered
by the Seller during the Revolving Period;




          (v) all records and documents relating to the Dealer Loans and the Contracts;




          (vi) all security interests purporting to secure payment of the Dealer Loans;




          (vii) all security interests purporting to secure payment of the Contracts (including a
security interest in each Financed Vehicle);




 









 








          (viii) all guarantees, insurance (including insurance insuring the priority or perfection of
any Contract) or other agreements or arrangements securing the Contracts;




          (ix) all rights under the Contribution Agreement;




          (x) the Collection Account, the Reserve Account, the Principal Collection Account and the
Class A Note Distribution Account, amounts on deposit in those accounts and Eligible Investments of
amounts in deposit in those accounts;




          (xi) the Issuer’s rights under the Sale and Servicing Agreement;




          (xii) the Issuer’s rights under the Swap Agreement and payments made by the Swap Counterparty
under the Swap Agreement; and




          (xiii) all proceeds of the foregoing.




          Such grant shall include all rights, powers and options (but none of the obligations) of the
Issuer, including the immediate and continuing right to claim for, collect, receive and give
receipt for principal and interest payments in respect of the Collateral and all other moneys
payable thereunder, to give and receive notices and other communications, to make waivers or other
agreements, to exercise all rights and options, to bring proceedings in the name of the Issuer or
otherwise and generally to do and receive anything that the Issuer is or may be entitled to do or
receive thereunder or with respect thereto.




          The Indenture Trustee hereby acknowledges such grant, accepts the trusts under this Indenture
in accordance with the provisions of this Indenture and agrees to perform its duties required in
this Indenture to the best of its ability to the end that the interests of the parties and the
Class A Noteholders, the Swap Counterparty and the Class A Insurer, recognizing the priorities of
their respective interests, may be adequately and effectively protected.




          The Indenture Trustee, solely in its capacity as the named secured party or assignee of
secured party on financing statements naming Credit Acceptance, the Seller or the Issuer as debtor
or seller, acknowledges that in that capacity it is acting as a representative, within the meaning
of Section 9-502(a)(2) of the UCC, for itself, the Trust Collateral Agent, the Class A Noteholders,
the Swap Counterparty, the Class A Insurer, the Issuer and the Seller, to the extent and as their
interests as secured parties with security interests in the collateral indicated on such financing
statements may be.




          It is the intention of the Issuer and the Indenture Trustee that this grant constitutes a
grant or assignment of a valid, first priority security interest in the Issuer’s rights in the
Collateral, free and clear of all Liens (other than the security interest granted herein) to the
Indenture Trustee. This Agreement shall be deemed to create a security interest and deemed to be a
security agreement with respect to the Collateral within the meaning of Article 1, Article 8 and
Article 9 of the Uniform Commercial Code as in effect in the States of New York and
Delaware and under the law of all jurisdictions governing the creation and perfection of
security interests in the Collateral.



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ARTICLE I



Definitions and Incorporation by Reference




          SECTION 1.1. Definitions.




          (a) Except as otherwise specified herein, the following terms have the respective meanings set
forth below for all purposes of this Indenture.




          (b) Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Sale and Servicing Agreement or the Trust Agreement.




          “Act” has the meaning specified in Section 11.3(a).




          “Authorized Officer” means, with respect to the Issuer, any officer or agent acting
pursuant to a power of attorney of the Owner Trustee or, with respect to the Servicer, any officer
or agent of the Servicer, and who is identified on the list of Authorized Officers delivered by
each of the Owner Trustee and the Servicer to the Indenture Trustee, the Trust Collateral Agent,
the Backup Servicer and the Class A Insurer on the Closing Date (as such list may be modified or
supplemented from time to time thereafter).




          “Certificate Interest” has the meaning given to such term in the Trust Agreement.




          “Class A Notes” means the 6.16% Class A-1A Asset Backed Notes of the Issuer,
substantially in the form of Exhibit A-1 hereto together with the LIBOR plus 1.75% Class A-1B Asset
Backed Notes of the Issuer, substantially in the form of Exhibit A-2 hereto.




          “Class A Termination Date” means the date on which: (i) all amounts owing to the Class
A Noteholders and, as certified in writing by the relevant party to the Owner Trustee, the Class A
Insurer, the Indenture Trustee, the Swap Counterparty, the Trust Collateral Agent, the Owner
Trustee and the Backup Servicer under the Basic Documents are paid in full; and (ii) the Class A
Note Insurance Policy has expired in accordance with its terms and has been returned to the Class A
Insurer for cancellation.




          “Class A-1A Note Rate” means 6.16% per annum.




          “Class A-1B Note Rate” means LIBOR plus 1.75% per annum.




          “Clearing Agency” means the Depository Trust Company or its successor, which shall be
an organization registered as a “clearing agency” pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended.




          “Clearing Agency Participant” means the Depository Trust Company, and its successors,
each of which shall be a broker, dealer, bank or other financial institution or other Person for
whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time, and
treasury regulations promulgated thereunder.



- 3 -









 







          “Collateral” has the meaning set forth in Granting Clause.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Excluded Dealer Agreement Rights” means, with respect to any Dealer Agreement listed
on Schedule A to the Sale and Servicing Agreement, or listed on any addendum thereto, the rights of
Credit Acceptance thereunder related to loans made to the related Dealer which are not Dealer Loans
owned by the Issuer, including rights of set-off and rights of indemnification, related to such
loans.




          “Indebtedness” means, with respect to any Person at any time, (a) indebtedness or
liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or
other instruments, or for the deferred purchase price of property or services (including trade
obligations); (b) obligations of such Person as lessee under leases which should have been or
should be, in accordance with generally accepted accounting principles, recorded as capital leases;
(c) current liabilities of such Person in respect of unfunded vested benefits under plans covered
by Title IV of ERISA; (d) obligations issued for or liabilities incurred on the account of such
Person; (e) obligations or liabilities of such Person arising under acceptance facilities; (f)
obligations of such Person under any guarantees, endorsements (other than for collection or deposit
in the ordinary course of business) and other contingent obligations to purchase, to provide funds
for payment, to supply funds to invest in any Person or otherwise to assure a creditor against
loss; (g) obligations of such Person secured by any lien on property or assets of such Person,
whether or not the obligations have been assumed by such Person; provided that the amount of such
indebtedness if not so assumed shall in no event be deemed to be greater than the fair market value
from time to time (as reasonably determined in good faith by the Issuer) of the property subject to
such lien; or (h) obligations of such Person under any interest rate or currency exchange
agreement.




          “Indenture” means this Indenture as amended and supplemented from time to time.




          “Indenture Default” means any occurrence that is, or with notice or the lapse of time
or both would become, an Indenture Event of Default.




          “Indenture Event of Default” has the meaning given such term in Section 5.1
herein.




          “Indenture Trustee” means Wells Fargo Bank, National Association, a national banking
association organized under the laws of the United States, not in its individual capacity but as
trustee under this Indenture, or any successor trustee under this Indenture.




          “Independent” means, when used with respect to any specified Person, that the Person
(a) is in fact independent of the Issuer, the Originator, any other obligor upon the Class A Notes,
the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct
financial interest or any material indirect financial interest in the Issuer, the Originator, any
such
other obligor, the Seller or any Affiliate of any of the foregoing Persons and (c) is not
connected with the Issuer, the Originator, any such other obligor, the Seller or any Affiliate of
any of the



- 4 -









 






foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions.




          “Independent Certificate” means a certificate or opinion to be delivered to the
Indenture Trustee and the Class A Insurer under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1, prepared by an Independent
appraiser or other expert appointed by an Issuer Order and approved by the Class A Insurer, in the
exercise of reasonable care, which opinion or certificate shall state that the signer has read the
definition of “Independent” in this Indenture and that the signer is Independent within the meaning
thereof.




          “Interest Period” means the period from and including the preceding Distribution Date
(or in the case of the first Distribution Date, the Closing Date) to, but excluding the current
Distribution Date.




          “Issuer” means the party named as such in this Indenture until a successor replaces it
and, thereafter, means the successor and, for purposes of any provision contained herein, each
other obligor on the Class A Notes.




          “Issuer Order” and “Issuer Request” means a written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee
a copy of which shall be delivered to the Class A Insurer.




          “Issuer Secured Obligations” means all amounts and obligations which the Issuer may at
any time owe to or on behalf of the Class A Insurer, the Swap Counterparty and the Indenture
Trustee for the benefit of the Indenture Trustee and the Class A Noteholders under this Indenture,
the Class A Notes or the other Basic Documents.




          “LIBOR” means, with respect to any Interest Period, the London interbank offered rate
for deposits in U.S. dollars having a maturity of one month commencing on the related LIBOR
Determination Date which appears on Reuters Screen LIBOR 01 Page as of 11:00 a.m., London time, on
such LIBOR Determination Date. If the rates used to determine LIBOR do not appear on the Reuters
Screen LIBOR 01 Page, the rates for that day will be determined on the basis of the rates at which
deposits in U.S. dollars, having a maturity of one month and in a principal balance of not less
than U.S. $1,000,000 are offered at approximately 11:00 a.m., London time, on such LIBOR
Determination Date to prime banks in the London interbank market by the reference banks. The
Indenture Trustee will request the principal London office of each of such reference banks to
provide a quotation of its rate. If at least two such quotations are provided, the rate for that
day will be the arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five
one-millionths of a percentage point rounded upward, of all such quotations. If fewer than two such
quotations are provided, the rate for that day will be the arithmetic mean to the nearest 1/100,000
of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, of the offered
per annum rates that one or more leading banks in New York City, selected by the Indenture Trustee
(after consultation with the Servicer), are quoting as of approximately 11:00 a.m., New York City
time, on such LIBOR Determination
Date to leading European banks for United States dollar deposits for that maturity; provided
that if the banks selected as aforesaid are not quoting as mentioned in this sentence, LIBOR in
effect for the applicable Interest Period will be LIBOR in effect




- 5 -









 







for the previous Interest Period.
The reference banks are the four major banks in the London interbank market selected by the
Indenture Trustee (after consultation with the Servicer).




          “LIBOR Determination Date” means the second London Business Day prior to the Closing
Date with respect to the first Interest Period and, as to each subsequent Interest Period, the
second London Business Day prior to the Distribution Date with respect to the beginning of such
Interest Period.




          “London Business Day” means any day other than Saturday, Sunday or a day on which
banking institutions in London, England are authorized or obligated by law or government decree to
be closed.




          “Majority Noteholders” means the Holders of a majority by principal amount of the
outstanding Class A Notes.




          “Note” means a Class A Note.




          “Note Owner” means, with respect to any Note registered in the name of the Clearing
Agency or its nominee, the Person who is the beneficial owner of such Class A Note, as reflected on
the books of the Clearing Agency (directly as a Clearing Agency Participant or as an indirect
participant, in each case in accordance with the rules of such Clearing Agency).




          “Note Register” and “Note Registrar” mean the register maintained and the
registrar appointed pursuant to Section 2.3 hereof.




          “Noteholder”, “Holder” or “Class A Noteholder” means the Person in
whose name a Class A Note shall be registered in the Note Register, except that, solely for the
purposes of giving any consent, waiver, request, or demand pursuant to the Basic Documents, the
interest evidenced by any Class A Note registered in the name of the Seller, the Servicer, or any
person controlling, controlled by, or under common control with the Seller or the Servicer, shall
not be taken into account in determining whether the requisite percentage necessary to effect any
such consent, waiver, request, or demand shall have been obtained.




          “Officer’s Certificate” means a certificate signed by any Authorized Officer of the
Owner Trustee, under the circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.1 hereof.




          “Opinion of Counsel” means one or more written opinions of counsel who may, except as
otherwise expressly provided in this Indenture, or as otherwise required by the Indenture Trustee
or the Class A Insurer, be employees of or counsel to the Issuer and who shall be reasonably
satisfactory to the Indenture Trustee and the Class A Insurer, and which shall comply with any
applicable requirements of Section 11.1 hereof, and shall be in form and substance
reasonably satisfactory to the Indenture Trustee and the Class A Insurer.




          “Outstanding” means, as of the date of determination, all Class A Notes theretofore
authenticated and delivered under this Indenture except:



- 6 -









 









     (i) Class A Notes theretofore canceled by the Note Registrar or delivered to the Note
Registrar for cancellation;




     (ii) Class A Notes or portions thereof the payment for which money in the necessary
amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in
trust for the Holders of such Notes (provided, however, that if such Class A
Notes are to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture); and




     (iii) Class A Notes in exchange for or in lieu of other Class A Notes which have been
authenticated and delivered pursuant to this Indenture unless proof satisfactory to the
Indenture Trustee is presented that any such Class A Notes are held by a bona fide
purchaser;


provided, however, that (x) in determining whether the Holders of the requisite
Outstanding Amount of the Class A Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Class A Notes owned by the Issuer,
the Servicer, any other obligor upon the Class A Notes, the Seller or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be fully protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Class A Notes that a
Responsible Officer of the Indenture Trustee either actually knows to be so owned or has received
written notice thereof shall be so disregarded; provided, further, however,
that Class A Notes which have been paid with proceeds of the Class A Note Insurance Policy shall
continue to remain outstanding until the Class A Insurer has been paid as subrogee hereunder or
reimbursed pursuant to the Insurance Agreement, and the Class A Insurer shall be deemed to be the
Holder thereof to the extent of any payments thereon made by the Class A Insurer. Class A Notes so
owned that have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgees right so to act with respect
to such Notes and that the pledgee is not the Issuer, any other obligor upon the Class A Notes, the
Seller or any Affiliate of any of the foregoing Persons and (y) to the extent that the Indenture
Trustee is a Class A Noteholder, Class A Notes owned by the Indenture Trustee shall be disregarded
for purposes of Section 6.8(b) hereof.




          “Outstanding Amount” means the aggregate principal amount of all Class A Notes
Outstanding at any date of determination.




          “Paying Agent” means the Indenture Trustee or any other Person that meets the
eligibility standards for the Indenture Trustee specified in Section 6.12 and is authorized
by the Issuer to make the payments to and distributions from the Collection Account, the Class A
Note Distribution Account, the Reserve Account, the Principal Distribution Account and the
Certificate Distribution Account including payment of principal of or interest on the Class A Notes
on behalf of the Issuer.




          “Predecessor Note” means, with respect to any particular Class A Note, every previous
Class A Note evidencing all or a portion of the same debt as that evidenced by such particular
Class A Note; and, for the purpose of this definition, any Class A Note authenticated




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and delivered
under Section 2.4 in lieu of a mutilated, lost, destroyed or stolen Class A Note shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Class A Note.




          “Proceeding” means any suit in equity, action at law or other judicial or
administrative proceeding.




          “Rating Agency Condition” means, with respect to any action, that each Rating Agency
shall have been given 10 days (or such shorter period as shall be acceptable to such Rating Agency)
prior notice thereof and that such Rating Agency shall have notified the Seller, the Servicer, the
Indenture Trustee, the Owner Trustee, the Swap Counterparty, the Class A Insurer and the Issuer
that such action will not result in a reduction or withdrawal of its then current rating of the
Class A Notes, without regard to the Class A Note Insurance Policy.




          “Record Date” means, with respect to a Distribution Date, (i) if the Class A Notes are
held in book-entry form, the day immediately preceding such Distribution Date; or (ii) if the Class
A Notes are held in definitive form, 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.




          “Redemption Date” means, in the case of a redemption of the Class A Notes pursuant to
Section 10.1 hereof, the Distribution Date specified by the Servicer or the Issuer pursuant
to Section 10.1 hereof.




          “Redemption Price” means in the case of a redemption of the Class A Notes pursuant to
Section 10.1 hereof an amount equal to the unpaid principal amount of the outstanding Class
A Notes being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption
Date plus all amounts due to the Class A Insurer, the Swap Counterparty, the Indenture Trustee, the
Backup Servicer and the Owner Trustee under the Basic Documents.




          “Related Security” means the property described in clauses (ii) through (xiii) of the
Granting Clause.




          “Required Long-Term Debt Rating” shall be a rating on long-term unsecured debt
obligations of “Aa3” by Moody’s and “AA-” by S&P (or other equivalent rating by a nationally
recognized rating agency), and any requirement that long-term unsecured debt obligations have the
“Required Long-Term Debt Rating” shall mean that such long-term unsecured debt obligations have the
foregoing required rating.




          “Responsible Officer” means, with respect to the Indenture Trustee, the Trust
Collateral Agent, the Paying Agent or the Owner Trustee, any officer within the Corporate Trust
Office of the Indenture Trustee, the Trust Collateral Agent, the Paying Agent, or the Owner
Trustee, as the case may be, including any Vice President, Assistant Vice President, Assistant
Treasurer, Assistant Secretary, Associate, Trust Officer or any other officer of the Indenture
Trustee, the Trust Collateral Agent, the Paying Agent, or the Owner Trustee customarily
performing functions similar to those performed by any of the above designated officers, in each
case with direct responsibility for the administration of the Indenture.




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          “Rule 144A” means Rule 144A of the Securities Act.




          “Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of the
Closing Date, among the Issuer, the Seller, Credit Acceptance Corporation, in its individual
capacity and as the Servicer, the Trust Collateral Agent, Indenture Trustee and the Backup
Servicer, as the same may be amended or supplemented from time to time in accordance with its
terms.




          “Subsidiary” means, with respect to any Person, any corporation or other Person (a) of
which securities or other ownership interests having ordinary voting power to elect a majority of
the board of directors or other Persons performing similar functions are at the time directly or
indirectly owned by such Person or (b) that is directly or indirectly controlled by such Person
within the meaning of control under Section 15 of the Securities Act.




          “Trust Collateral Agent” means, initially, Wells Fargo Bank, National Association, in
its capacity as collateral agent on behalf of the Indenture Trustee for the benefit of the Class A
Noteholders, the Swap Counterparty and the Class A Insurer, including its successors-in-interest,
until and unless a successor Person shall have become the Trust Collateral Agent pursuant to the
Sale and Servicing Agreement, and thereafter “Trust Collateral Agent” shall mean such successor
Person.




          “Trust Property” has the meaning set forth in the Trust Agreement.




          SECTION 1.2. Rules of Construction.




          Unless the context otherwise requires:





          (i) a term has the meaning assigned to it;




          (ii) an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles as in effect from time to time;




          (iii) “or” is not exclusive;




          (iv) “including” means including without limitation; and




          (v) words in the singular include the plural and words in the plural include the
singular.



ARTICLE II




The Notes




          SECTION 2.1. Form.



The Class A-1A Notes together with the Indenture Trustee’s certificate of authentication, shall be
in definitive registered form in substantially the form set forth in Exhibit A-1 and the Class A-1B




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Notes together with the Indenture Trustee’s certificate of authentication, shall be in definitive
registered form in substantially the form set forth in Exhibit A-2 hereto, each with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be determined by the officers
executing such Class A Notes, as evidenced by their execution of the Class A Notes. Any portion of
the text of any Class A Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Class A Note.




          The Class A Notes shall be typewritten, printed, lithographed or engraved or produced by any
combination of these methods (with or without steel engraved borders), all as determined by the
officers executing such Class A Notes, as evidenced by their execution of such Class A Notes.




          Each Class A Note shall be dated the date of its authentication. The terms of each of the
Class A-1A Notes set forth in Exhibit A-1 and the Class A-1B Notes set forth in Exhibit A-2 hereto
are part of the terms of this Indenture.




          SECTION 2.2. Execution, Authentication and Delivery.




The Class A Notes shall be executed on behalf of the Issuer by any of the Authorized Officers of
the Owner Trustee. The signature of any such Authorized Officer on the Class A Notes may be manual
or facsimile.




          Class A Notes bearing the manual or facsimile signature of individuals who were at any time
Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and delivery of such Class
A Notes or did not hold such offices at the date of such Class A Notes.




          The Indenture Trustee shall upon receipt of the Issuer Order, the Class A Note Insurance
Policy and the Swap Policy, authenticate and deliver the Class A Notes for original issue in an
aggregate principal amount of $100,000,000. The aggregate outstanding principal balance of the
Class A Notes at any time may not exceed such amount.




          Each Class A Note shall be dated the date of its authentication. The Class A Notes shall be
issuable as registered Class A Notes in the minimum denomination of $25,000 and integral multiples
of $1,000 thereafter.




          It is intended that the Class A Notes be registered so as to participate in a book-entry
system with the Clearing Agency as set forth herein. The Class A Notes shall be initially issued
in the form of a single fully-registered note with a denomination equal to the original principal
balance of the Class A Notes. Upon initial issuance, the ownership of such Notes shall be
registered in the Note Register in the name of Cede & Co., or any successor thereto, as nominee for
the Clearing Agency.




          No Class A Note shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Class A Note a certificate of
authentication substantially in the form provided for herein executed by the Indenture Trustee by




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the manual signature of one of its Responsible Officers, and such certificate upon any Class A Note
shall be conclusive evidence, and the only evidence, that such Class A Note has been duly
authenticated and delivered hereunder.




          SECTION 2.3. Registration of Transfer and Exchange of Class A Notes.




          (a) The Note Registrar shall keep or cause to be kept, at the office or agency maintained
pursuant to Section 2.7, a Note Register in which, subject to such reasonable regulations
as it may prescribe, the Indenture Trustee shall provide for the registration of Notes and of
transfers and exchanges of Class A Notes as herein provided. The Indenture Trustee shall be the
initial Note Registrar. In the event that, subsequent to the Closing Date, the Indenture Trustee
notifies the Seller and the Class A Insurer that it is unable to act as Note Registrar, the Seller
shall appoint another bank or trust company, having an office or agency located in Minneapolis,
Minnesota or the Borough of Manhattan, The City of New York, agreeing to act in accordance with the
provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee
and, prior to the Class A Termination Date, the Class A Insurer, to act as successor Note Registrar
under this Indenture. If at any time the Indenture Trustee is not the Note Registrar, the Note
Registrar shall make available to the Indenture Trustee ten (10) days prior to each Distribution
Date and at such other times as the Indenture Trustee may reasonably request the names and
addresses of the Holders as they appear in the Note Register.




          No sale, pledge or other transfer of a Class A Note shall be made unless such sale, pledge or
other transfer is (A) pursuant to an effective registration statement under the Securities Act, (B)
for so long as the Class A Notes are eligible for resale pursuant to Rule 144A to a Person the
transferor reasonably believes after due inquiry is a “qualified institutional buyer” as defined in
Rule 144A that purchases for its own account or for the account of a qualified institutional buyer
to whom notice is given that the transfer is being made in reliance on Rule 144A, or (C) pursuant
to another available exemption from the registration requirements of the Securities Act and any
applicable state securities and blue sky laws or is made in accordance with said Act and state
laws. The Indenture Trustee shall require an opinion of counsel to be delivered to it in connection
with any transfer of the Class A Notes pursuant to clauses (A) or (C) above.




          Under no circumstances may an institutional “accredited investor” within Regulation D of the
Securities Act take delivery in the form of a beneficial interest in a book-entry Class A Note if
such purchaser is not a “qualified institutional buyer” as defined under Rule 144A under the
Securities Act.




          If definitive Class A Notes are issued, the Class A Notes may not be transferred, directly or
indirectly, to any Person unless (A) the proposed transferee delivers a certificate, substantially
in the form of Exhibit B hereto, to the Issuer (in care of the Servicer) and the Indenture Trustee
or (B) the transferee of the Class A Note delivers to the Indenture Trustee and the Issuer an
opinion of counsel that such transfer is permitted pursuant to clause (A) or (C) above.




          All opinions of counsel required in connection with any transfer shall be by counsel
reasonably acceptable to the Indenture Trustee.



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          The purchaser or transferee of each Class A Note shall be deemed to represent and warrant
that, with respect to the source of funds to be used by such transferee to acquire this Class A
Note (the “Source”) either (a) such Source is not, and none of its assets constitute assets of, an
“employee benefit plan” subject to Title I of ERISA, a “plan” to which Section 4975 of the Code
applies or a plan that is subject to any substantively similar provision of any federal, state or
local law, or a person using assets of any such plan, or (b) the acquisition and holding of the
Class A Notes by such Source will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA, or Section 4975 of the Code or a violation of any substantively similar
provision of any federal, state or local law.




          Neither the Issuer nor the Indenture Trustee is obligated to register the Class A Notes under
the Securities Act or any other securities law. Any transfer in violation of the provisions of
this Section 2.3 shall be void ab initio.




          (b) If an election is made to hold Class A Notes in book-entry form, the Class A Notes shall
be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as
to denominations with other Class A Notes held by the Clearing Agency). With respect to Class A
Notes held in book-entry form:





          (i) the Note Registrar, the Class A Insurer, the Trust Collateral Agent and the
Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of
this Indenture (including the payment of principal of and interest on the Class A Notes and
the giving of instructions or directions hereunder) as the sole holder of the Class A
Notes, and shall have no obligation to the Note Owners;




          (ii) the rights of Note Owners will be exercised only through the Clearing Agency and
will be limited to those established by law and agreements between such Note Owners and the
Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository
Agreement;




          (iii) whenever this Indenture or any of the Basic Documents requires or permits
actions to be taken based upon instructions or directions of Holders of Class A Notes
evidencing a specified percentage of the Class A Note Balance, the Clearing Agency will be
deemed to represent such percentage only to the extent that it has received instructions to
such effect from Note Owners and/or Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the Class A Notes and
has delivered such instructions to the Indenture Trustee; and




          (iv) without the consent of the Seller and the Indenture Trustee, no such Class A Note
may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees
to hold such Note for the account of the Note Owners or except upon the election of the
Note Owner thereof or a subsequent transferee to hold such Class A Note in physical form.



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          None of the Indenture Trustee, the Note Registrar or the Class A Insurer shall have any
responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest
in which is transferable through the facilities of the Clearing Agency.




          If (i)(A) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect to the Class A Notes
as described in the Depository Agreement and (B) the Issuer is unable to locate a qualified
successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency, or (iii) Note Owners representing
beneficial interests in Class A Notes aggregating not less than a majority of the Class A Note
Balance advise the Indenture Trustee and the Clearing Agency through the Clearing Agency
Participants in writing that the continuation of a book-entry system through the Clearing Agency
with respect to such class is no longer in the best interests of the related Note Owners, then the
Indenture Trustee shall notify all such Note Owners, through the Clearing Agency, and the Class A
Insurer of the occurrence of any such event and of the availability of definitive Class A Notes to
such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the related Class
A Notes by the Clearing Agency accompanied by registration instructions from the Clearing Agency,
the Indenture Trustee shall issue definitive Class A Notes and deliver such definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar,
the Class A Insurer nor the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of definitive Class A Notes, the Indenture Trustee shall recognize the Holders
of the definitive Class A Notes as Noteholders hereunder. The Indenture Trustee shall not be
liable if the Seller is unable to locate a qualified successor Clearing Agency.




          (c) In order to preserve the exemption for resales and transfers provided by Rule 144A, the
Issuer shall provide to any Holder of a Class A Note and any prospective purchaser designated by
such Holder, upon request of such Holder or such prospective purchaser, such information required
by Rule 144A as will enable the resale of such Class A Note to be made pursuant to Rule 144A. The
Servicer and the Indenture Trustee shall cooperate with the Issuer in providing the Issuer such
information regarding the Class A Notes, the Collateral and other matters regarding the Trust as
the Issuer shall reasonably request to meet its obligations under the preceding sentence.




          (d) Upon surrender for registration of transfer of any Class A Note at the Corporate Trust
Office, the Indenture Trustee shall, subject to Section 2.3(a), authenticate, and deliver,
in the name of the designated transferee or transferees, one or more new Class A Notes in
authorized denominations of a like aggregate amount dated the date of authentication by the
Indenture Trustee. At the option of a Holder, Class A Notes may be exchanged for other Class A
Notes of authorized denominations of a like aggregate amount upon surrender of the Class A Notes to
be exchanged at the Corporate Trust Office.




          (e) Every Class A Note presented or surrendered for registration of transfer or exchange shall
be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee
and the Note Registrar duly executed by the Holder or his or her attorney duly authorized in
writing. Each Class A Note surrendered for registration of transfer or exchange



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shall be cancelled and subsequently disposed of by the Indenture Trustee in accordance with
its customary practice.




          (f) No service charge shall be made for any registration of transfer or exchange of Class A
Notes, but the Indenture Trustee 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 Class A
Notes.




          (g) Subject to Article IX hereof, the Class A Notes and this Indenture may be amended or
supplemented from time to time, prior to the Class A Termination Date, with the consent of the
Class A Insurer, but without the consent of any of the Class A Noteholders, to modify restrictions
on and procedures for resale and other transfers of the Class A Notes to reflect any change in
applicable law or regulations (or the interpretation thereof) or practices relating to the resale
or transfer of restricted securities generally.




          SECTION 2.4. Mutilated, Destroyed, Lost, or Stolen Notes.




If (a) any mutilated Class A Note shall be surrendered to the Note Registrar, or if the Note
Registrar shall receive evidence to its satisfaction of the destruction, loss, or theft of any
Class A Note and (b) there shall be delivered to the Note Registrar, the Class A Insurer, the
Issuer and the Indenture Trustee such security or indemnity (an unsecured indemnity agreement of a
Class A Noteholder with a net worth at least equal to $200,000,000 containing terms reasonably
satisfactory to the Indenture Trustee and the Class A Insurer being sufficient for such security or
indemnity requirement), as may be required by them to save each of them and the Issuer harmless,
then in the absence of notice that such Note shall have been acquired by a bona fide purchaser, the
Owner Trustee on behalf of the Issuer shall execute and the Indenture Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Class A
Note, a new Class A Note of like tenor and denomination. In connection with the issuance of any
new Class A Note under this Section, the Indenture Trustee and the Note Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. The Indenture Trustee may charge such Holder for its expenses (including
without limitation the fees and expenses of its counsel) in replacing a Class A Note. Any
duplicate Class A Note issued pursuant to this Section shall constitute conclusive evidence of
ownership of such Class A Note, as if originally issued, whether or not the lost, stolen, or
destroyed Class A Note shall be found at any time.




          SECTION 2.5. Persons Deemed Owners.




The Issuer, the Indenture Trustee, the Trust Collateral Agent, the Note Registrar and any agent of
the Issuer, the Indenture Trustee or the Note Registrar may treat the Person in whose name any
Class A Note shall be registered as the owner of such Class A Note for the purpose of receiving
distributions pursuant to Section 5.08 of the Sale and Servicing Agreement and Section 5.2
hereof and for all other purposes whatsoever, and neither the Issuer, the Indenture Trustee, the
Trust Collateral Agent, the Class A Insurer nor the Note Registrar nor any such agent shall be
bound by any notice to the contrary.




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          SECTION 2.6. Access to List of Noteholders’ Names and Addresses.




The Indenture Trustee shall furnish or cause to be furnished to the Servicer or the Class A
Insurer, within 15 days after receipt by the Indenture Trustee of a request therefor from the
Servicer or the Class A Insurer in writing, a list, in such form as the Servicer or Class A Insurer
may reasonably require, of the names and addresses of the Class A Noteholders as of the most recent
Record Date. If three or more Class A Noteholders, or one or more Holders of Notes aggregating not
less than 10% of the Class A Note Balance, apply in writing to the Indenture Trustee, and such
application states that the applicants desire to communicate with other Noteholders with respect to
their rights under this Indenture or under the Class A Notes and such application shall be
accompanied by a copy of the communication that such applicants propose to transmit, then the
Indenture Trustee shall, within five Business Days after the receipt of such application, make
available to such Class A Noteholders access during normal business hours to the current list of
Class A Noteholders. Each Holder, by receiving and holding a Class A Note, shall be deemed to have
agreed to hold none of the Servicer, the Class A Insurer nor the Indenture Trustee accountable by
reason of the disclosure of its name and address, regardless of the source from which such
information was derived.




          SECTION 2.7. Maintenance of Office or Agency.




The Indenture Trustee shall maintain in Minneapolis, Minnesota, an office or offices or agency or
agencies where Class A Notes may be surrendered for registration of transfer or exchange and an
office in Minneapolis, Minnesota, where notices and demands to or upon the Indenture Trustee in
respect of the Class A Notes and this Indenture may be served. The Indenture Trustee initially
designates the Corporate Trust Office as specified in this Indenture as its office for such
purposes. The Indenture Trustee shall give prompt written notice to the Servicer, the Class A
Insurer and to Class A Noteholders of any change in the location of the Note Register or any such
office or agency.




          SECTION 2.8. Payment of Principal and Interest; Defaulted Interest.




          (a) The Class A-1A Notes shall accrue interest as provided in the form of the Class A-1A Note
set forth in Exhibit A-1 and the Class A-1B Notes shall accrue interest as provided in the form of
the Class A-1B Note set forth in Exhibit A-2 hereto, such respective interest shall be due and
payable on each Distribution Date as specified therein. Any installment of interest or principal,
if any, payable on any Class A Note which is punctually paid or duly provided for by the Issuer on
the applicable Distribution Date or on the Stated Final Maturity shall be paid as set forth in
Section 5.09(a) of the Sale and Servicing Agreement.




          (b) The principal of the Class A-1A Note shall be payable in installments on each Distribution
Date as provided in the form of the Class A-1A Note as set forth in Exhibit A-1 hereto and the
principal of the Class A-1B Note shall be payable in installments on each Distribution Date as
provided in the form of the Class A-1B Note as set forth in Exhibit A-2 hereto. Notwithstanding
the foregoing, the entire unpaid principal amount of the Class A Notes, and all accrued interest
thereon, shall become due and payable, if not previously paid, upon the acceleration thereof after
the occurrence of an Indenture Event of Default in the manner provided in Section 5.2. All
principal payments on the Class A Notes shall be made as provided in




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Section 5.2 and in Section 5.09(a) of the Sale and Servicing Agreement, as applicable.
Upon written notice from the Issuer, the Indenture Trustee shall notify the Person in whose name a
Class A Note is registered at the close of business on the Record Date preceding the Distribution
Date on which the Issuer expects that the final installment of principal of and interest on such
Class A Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such
final Distribution Date and shall specify that such final installment will be payable only upon
presentation and surrender of such Class A Note and shall specify the place where such Class A Note
may be presented and surrendered for payment of such installment. Notices in connection with
redemptions of Class A Notes shall be mailed to Noteholders as provided in Section 10.2.




          (c) If the Issuer defaults in a payment of interest on the Class A Notes, such defaulted
interest shall itself bear interest (to the extent lawful) at the Class A-1A Note Rate or Class
A-1B Note Rate, as applicable. Such defaulted interest (and such interest thereon) shall be paid
on subsequent Distribution Dates pursuant to Section 5.09 of the Sale and Servicing Agreement, or
as otherwise set forth below.




          SECTION 2.9. Release of Collateral.




The Indenture Trustee shall, on or after the Class A Termination Date and subject to the provisions
of Section 4.1 hereof, release and shall cause the Trust Collateral Agent to release any
remaining portion of the Trust Property from the lien created by this Indenture and shall cause the
Trust Collateral Agent to deposit in the Collection Account any funds then on deposit in any other
Trust Account. The Indenture Trustee shall release property from the lien created by this
Indenture pursuant to this Section only upon receipt by the Indenture Trustee and the Class A
Insurer of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel
meeting the applicable requirements of Section 11.1.




ARTICLE III




Covenants, Representations and Warranties




          SECTION 3.1. Payment of Principal and Interest.



The Issuer will duly and punctually pay the principal of and interest on the Class A Notes in
accordance with the terms of the Class A Notes and this Indenture. Without limiting the foregoing
and in accordance with the terms set forth in Section 5.09(a) of the Sale and Servicing Agreement,
the Issuer will cause to be distributed to the Class A Noteholders all amounts on deposit in the
Class A Note Distribution Account on each Distribution Date deposited therein pursuant to the Sale
and Servicing Agreement for the benefit of the Class A Notes, to the Class A Noteholders. Amounts
properly withheld under the Code by any Person from a payment to any Class A Noteholder of interest
and/or principal shall be considered as having been paid by the Issuer to such Class A Noteholder
for all purposes of this Indenture.




          SECTION 3.2. Maintenance of Office or Agency.



For so long as the Indenture Trustee is the transfer agent, the Issuer will maintain in
Minneapolis, Minnesota, an office or agency where Class A Notes may be surrendered for registration
of transfer or exchange, and an office in Minneapolis, Minnesota where notices and demands to or


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upon the Issuer in respect of the Class A Notes and this Indenture may be served. The Issuer
hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes.
The Issuer will give prompt written notice to the Indenture Trustee and the Class A Insurer of the
location, and of any change in the location, of any such office or agency. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture
Trustee or the Class A Insurer with the address thereof, such surrenders, notices and demands may
be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture
Trustee as its agent to receive all such surrenders, notices and demands.




          SECTION 3.3. Money for Payments to be Held in Trust.



On or before each Distribution Date and Redemption Date, the Issuer shall deposit or cause to be
deposited in the Class A Note Distribution Account from the Collection Account, a sum sufficient to
pay the amounts then becoming due under the Class A Notes, such sum to be held in trust for the
benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee)
shall promptly notify the Indenture Trustee of its action or failure so to act.




          The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and
deliver to the Indenture Trustee and the Class A Insurer an instrument in which such Paying Agent
shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it
hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:





          (i) hold all sums held by it for the payment of amounts due with respect to the Class
A Notes in trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and pay such sums to such
Persons as herein provided;




          (ii) give the Indenture Trustee and the Class A Insurer written notice of any default
by the Issuer of which a Responsible Officer has actual knowledge (or any other obligor
upon the Class A Notes) in the making of any payment required to be made with respect to
the Class A Notes;




          (iii) at any time during the continuance of any such default by the Issuer, upon the
written request of the Indenture Trustee, or, prior to the Class A Termination Date, the
Class A Insurer, forthwith pay to the Indenture Trustee all sums so held in trust by such
Paying Agent;




          (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee
all sums held by it in trust for the payment of Class A Notes if at any time it ceases to
meet the standards required to be met by a Paying Agent at the time of its appointment
specified in Section 6.12 hereof; and




          (v) comply with all requirements of the Code with respect to the withholding from any
payments made by it on any Class A Notes of any applicable withholding taxes imposed
thereon and with respect to any applicable reporting requirements in connection therewith
in each case, as instructed by the Issuer.



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          The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the
Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent;
and upon such a payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such money.




          Subject to applicable laws with respect to the escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to
any Class A Note and remaining unclaimed for two years after such amount has become due and payable
shall be discharged from such trust and be paid to the Issuer on Issuer Request, with the written
consent of the Class A Insurer if the Class A Termination Date has not occurred; and the Holder of
such Class A Note shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of
the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease;
provided, however, that the Indenture Trustee or such Paying Agent, before being
required to make any such repayment, shall at the expense of the Issuer cause to be published once,
in a newspaper published in the English language, customarily published on each Business Day and of
general circulation in The City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The
Indenture Trustee shall also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such repayment (including, but not limited to, mailing notice of such
repayment to Holders whose Class A Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not claimed is determinable
from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for
each such Holder).




          SECTION 3.4. Existence.




Except as otherwise permitted by the provisions of Section 3.10, the Issuer will keep in
full effect its existence, rights and franchises as a statutory trust under the laws of the State
of Delaware and will obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and enforceability of
this Indenture, the Class A Notes, the Collateral and each other instrument or agreement included
in the Trust Property.




          SECTION 3.5. Protection of Trust Property.




The Issuer intends the security interest granted pursuant to this Indenture in favor of the
Indenture Trustee, the Class A Noteholders, the Swap Counterparty and the Class A Insurer to be
prior to all other liens in respect of the Trust Property, and the Issuer shall take all actions
necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Class A
Noteholders, the Swap Counterparty and the Class A Insurer, a first lien on and a first priority,
perfected security interest in the Trust Property. The Issuer will from time to time prepare (or
shall cause to be prepared), execute, file and deliver all such supplements and amendments



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hereto and all such financing statements, continuation statements, instruments of further assurance
and other instruments, and will take such other action necessary or advisable to:





          (i) grant more effectively all or any portion of the Trust Property;




          (ii) maintain or preserve the lien and security interest (and the priority thereof) in
favor of the Indenture Trustee for the benefit of the Class A Noteholders, the Swap
Counterparty and the Class A Insurer created by this Indenture or carry out more
effectively the purposes hereof;




          (iii) perfect, publish notice of or protect the validity of any grant made or to be
made by this Indenture;




          (iv) enforce any of the Trust Property;




          (v) preserve and defend title to the Trust Property and the rights of the Indenture
Trustee in such Trust Property against the claims of all persons and parties; and




          (vi) pay all taxes or assessments levied or assessed upon the Trust Property when due.



          The Issuer hereby designates and authorizes the Indenture Trustee its agent and
attorney-in-fact to execute or authorize, as applicable, upon Issuer request, any financing
statement, continuation statement or other instrument required to be executed or authorized, as
applicable, by the Issuer pursuant to this Section. The Issuer authorizes the filing of financing
statements in all appropriate jurisdictions describing the Collateral as “all assets of the Debtor”
or words of similar effect, or being of equal or lesser scope or with greater detail.




          SECTION 3.6. Opinions as to Trust Property.




          (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee, the Swap
Counterparty and the Class A Insurer an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to this Indenture with respect to the filing
of any financing statements and continuation statements, as are necessary to perfect and make
effective the first priority lien and security interest in favor of the Indenture Trustee, created
by this Indenture and reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and security interest effective.




          (b) Within 90 days after the beginning of each calendar year, beginning with the first
calendar year beginning more than three months after the Cut-off Date, the Issuer shall furnish to
the Indenture Trustee, the Swap Counterparty and the Class A Insurer an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto
and with respect to the filing of any financing statements and continuation statements as are
necessary to maintain the lien and security interest created by this Indenture and reciting the
details of such action or stating that in the opinion of such counsel no such action is necessary
to maintain such lien and security interest. Such Opinion of Counsel shall also



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describe the recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and the filing of any financing statements and continuation statements that
will, in the opinion of such counsel, be required to maintain the lien and security interest of
this Indenture until the 90th day to occur in the following calendar year.




          SECTION 3.7. Performance of Obligations; Servicing of Contracts.




          (a) The Issuer will not take any action and will use its best efforts not to permit any action
to be taken by others that would release any Person from any of such Person’s material covenants or
obligations under any instrument or agreement included in the Trust Property or that would result
in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity
or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other
court or as expressly provided in this Indenture, the Basic Documents or such other instrument or
agreement.




          (b) The Issuer may contract with other Persons acceptable to the Class A Insurer or, if a
Class A Insurer Default has occurred and is continuing, the Indenture Trustee, to assist it in
performing its duties under this Indenture, and any performance of such duties by a Person
identified to the Indenture Trustee and the Class A Insurer in an Officer’s Certificate of the
Issuer shall be deemed to be action taken by the Issuer. Initially, the Servicer has agreed to
assist the Issuer in performing its duties under this Indenture.




          (c) The Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, the Basic Documents and in the instruments and agreements included in
the Trust Property, including, but not limited to, preparing (or causing to be prepared) and filing
(or causing to be filed) all UCC financing statements and continuation statements required to be
filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and
within the time periods provided for herein and therein.




          (d) Upon a Responsible Officer of the Owner Trustee having actual knowledge or written notice
thereof, the Issuer shall promptly notify the Indenture Trustee, the Class A Insurer and the Rating
Agencies of the occurrence of a Servicer Default in accordance with Section 11.4 hereof,
and shall specify in such notice the action, if any, the Issuer is taking in respect of such
default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its
duties or obligations under the Sale and Servicing Agreement with respect to the Dealer Loans or
Contracts, the Issuer shall take all reasonable steps available to it to remedy such failure.




          (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer
or the Seller of their respective duties under the Basic Documents, (x) prior to the Class A
Termination Date without the prior written consent of the Class A Insurer, or (y) if the effect
thereof would adversely affect the Holders of the Class A Notes.




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          SECTION 3.8. Negative Covenants.



So long as any Class A Notes are Outstanding, the Issuer shall not:





          (i) except as expressly permitted by this Indenture or the Basic Documents, sell,
transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer,
including those included in the Trust Property, unless directed to do so by the Class A
Insurer;




          (ii) claim any credit on, or make any deduction from the principal or interest payable
in respect of, the Class A Notes (other than amounts properly withheld from such payments
under the Code) or assert any claim against any present or former Noteholder by reason of
the payment of the taxes levied or assessed upon any part of the Trust Property; or




          (iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or
permit the lien in favor of the Indenture Trustee created by this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to be released
from any covenants or obligations with respect to the Class A Notes under this Indenture
except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim,
security interest, mortgage or other encumbrance (other than the lien of this Indenture) to
be created on or extend to or otherwise arise upon or burden the Trust Property or any part
thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’
liens and other liens that arise by operation of law, in each case on a Financed Vehicle
and arising solely as a result of an action or omission of the related Obligor), (C) permit
the lien of this Indenture not to constitute a valid perfected first priority security
interest in the Trust Property, (D) change its name, identity, state of organization or
structure as a statutory trust in any manner that would, could or might make any financing
statement or continuation statement filed with respect to it seriously misleading within
the meaning of Section 9-507 of the UCC or (E) waive, amend, modify, supplement or
terminate any Basic Document or any provision thereof, or fail to comply with the
provisions of the Basic Documents, in each case, prior to the Class A Termination Date,
without the prior written consent of the Class A Insurer.



          SECTION 3.9. Annual Statement as to Compliance.



The Issuer will deliver to the Indenture Trustee, the Rating Agencies, the Class A Insurer, the
Swap Counterparty and the Noteholders on or before April 30th of each year beginning in
the year 2008, an Officer’s Certificate dated as of the previous December 31st stating,
as to the Authorized Officer signing such Officer’s Certificate, that





          (i) a review of the activities of the Issuer during the preceding 12-month period (or,
for the initial certificate, for such shorter period as may have elapsed from the initial
issuance of the Class A Notes to such December 31st) and of performance under
this Indenture has been made under such Authorized Officer’s supervision; and



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          (ii) to the best of such Authorized Officer’s knowledge, based on such review, the
Issuer has complied with all conditions and covenants under this Indenture throughout such
year, or, if there has been a default in the compliance of any such condition or covenant,
specifying each such default known to such Authorized Officer and the nature and status
thereof.



          SECTION 3.10. Issuer May Consolidate, Etc. Only on Certain Terms.




          (a) The Issuer shall not consolidate or merge with or into any other Person, unless





          (i) the Person (if other than the Issuer) formed by or surviving such consolidation or
merger shall be a Person organized and existing under the laws of the United States of
America or any State and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture
Trustee, and prior to the Class A Termination Date, the Class A Insurer and the Swap
Counterparty, the due and punctual payment of the principal of and interest on all Notes
and the performance or observance of every agreement and covenant of this Indenture on the
part of the Issuer to be performed or observed, all as provided herein;




          (ii) immediately after giving effect to such transaction, no Early Amortization Event,
Indenture Default or Indenture Event of Default shall have occurred and be continuing;




          (iii) the Rating Agency Condition shall have been satisfied with respect to such
transaction;




          (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee, the Swap Counterparty and the Class A Insurer) to
the effect that such transaction will not have any material adverse tax consequence to the
Trust, any Class A Noteholder, the Swap Counterparty, the Class A Insurer or any
Certificateholder;




          (v) any action as is necessary to maintain the Lien and security interest created by
this Indenture shall have been taken;




          (vi) prior to the Class A Termination Date, the Issuer shall have given the Class A
Insurer written notice of such proposed consolidation or merger at least 30 Business Days
prior to its proposed consummation, and the Class A Insurer has given its prior written
consent of such consolidation or merger; and




          (vii) the Issuer shall have delivered to the Indenture Trustee, the Swap Counterparty
and the Class A Insurer an Officer’s Certificate and an Opinion of Counsel each stating
that such consolidation or merger and such supplemental indenture comply with this
Section 3.10(a) and that all conditions precedent herein provided for relating to
such transaction have been complied with.



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          (b) The Issuer shall not convey or transfer all or substantially all of its properties or
assets, including those included in the Trust Property, to any Person, unless





          (i) the Person that acquires by conveyance or transfer the properties and assets of
the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United
States citizen or a Person organized and existing under the laws of the United States of
America or any State, (B) expressly assume, by an indenture supplemental hereto, executed
and delivered to the Indenture Trustee, in form satisfactory to the Class A Insurer and the
Swap Counterparty, the due and punctual payment of the principal of and interest on all
Class A Notes and the performance or observance of every agreement and covenant of this
Indenture and each of the Basic Documents on the part of the Issuer to be performed or
observed, all as provided herein, (C) expressly agree by means of such supplemental
indenture that all right, title and interest so conveyed or transferred shall be subject
and subordinate to the rights of Holders of the securities and (D) unless otherwise
provided in such supplemental indenture, expressly agree to indemnify, defend and hold
harmless the Issuer against and from any loss, liability or expense arising under or
related to this Indenture and the Class A Notes;




          (ii) immediately after giving effect to such transaction, no Early Amortization Event,
Indenture Default or Indenture Event of Default shall have occurred and be continuing;




          (iii) the Rating Agency Condition shall have been satisfied with respect to such
transaction;




          (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee, the Swap Counterparty and the Class A Insurer) to
the effect that such transaction will not have any material adverse tax consequence to the
Trust, any Class A Noteholder, the Swap Counterparty, the Class A Insurer or any
Certificate holder;




          (v) any action as is necessary to maintain the Lien and security interest created by
this Indenture shall have been taken;




          (vi) prior to the Class A Termination Date, the Issuer shall have given the Class A
Insurer written notice of such proposed action at least 30 Business Days prior to its
proposed consummation, and the Class A Insurer shall have given its prior written consent
to such action; and




          (vii) the Issuer shall have delivered to the Indenture Trustee, the Swap Counterparty
and the Class A Insurer an Officer’s Certificate and an Opinion of Counsel each stating
that such conveyance or transfer and such supplemental indenture comply with this
Section 3.10(b) and that all conditions precedent herein provided for relating to
such transaction have been complied with.



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          SECTION 3.11. Successor or Transferee.




          (a) Upon any consolidation or merger of the Issuer in accordance with Section
3.10(a), the Person formed by or surviving such consolidation or merger (if other than the
Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been named as the Issuer
herein.




          (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to
Section 3.10(b), Credit Acceptance Auto Dealer Loan Trust 2007-2 will be released from
every covenant and agreement of this Indenture to be observed or performed on the part of the
Issuer with respect to the Class A Notes immediately upon the delivery of written notice from the
Issuer to the Indenture Trustee and the Class A Insurer stating that Credit Acceptance Auto Dealer
Loan Trust 2007-2 is to be so released.




          SECTION 3.12. No Other Business.



The Issuer shall not engage in any business other than financing, purchasing, owning, selling and
managing the Contracts in the manner contemplated by this Indenture and the Basic Documents and
activities incidental thereto and any other activities permitted under the Trust Agreement.




          SECTION 3.13. No Borrowing.



The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or
indirectly, for any Indebtedness except for: (i) the Class A Notes; (ii) obligations owing from
time to time to the Class A Insurer and the Swap Counterparty; and (iii) any other Indebtedness
permitted by or arising under the Basic Documents. The proceeds of the Class A Notes shall be used
exclusively to fund the Issuer’s purchase of the Dealer Loans and the other assets specified in the
Sale and Servicing Agreement, to fund the Reserve Account and to pay the Issuer’s organizational,
transactional and start-up expenses.




          SECTION 3.14. Guarantees, Loans, Advances and Other Liabilities.



Except as contemplated by the Sale and Servicing Agreement or this Indenture, the Issuer shall not
make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument
having the effect of assuring another’s payment or performance on any obligation or capability of
so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire
(or agree contingently to do so) any stock, obligations, assets or securities of, or any other
interest in, or make any capital contribution to, any other Person.




          SECTION 3.15. Capital Expenditures.



The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for
capital assets (either realty or personalty) except as contemplated by the Basic Documents.





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          SECTION 3.16. Compliance with Laws.



The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which
would, individually or in the aggregate, materially and adversely affect the ability of the Issuer
to perform its obligations under the Class A Notes, this Indenture or any Basic Document.




          SECTION 3.17. Restricted Payments.



The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a combination thereof,
to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect
to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii)
redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or
security or (iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, distributions to
the Servicer, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Backup
Servicer, the Class A Insurer, the Swap Counterparty and the Certificateholders as permitted by,
and to the extent funds are available for such purpose under, the Sale and Servicing Agreement and
the Trust Agreement. The Issuer will not, directly or indirectly, make payments to or distributions
from the Collection Account except in accordance with this Indenture and the Basic Documents.




          SECTION 3.18. Notice of Indenture Events of Default.



Upon a Responsible Officer of the Owner Trustee having actual knowledge or receipt of written
notice thereof, the Issuer agrees to give the Indenture Trustee, the Trust Collateral Agent, the
Backup Servicer, the Class A Insurer, the Swap Counterparty and the Rating Agency prompt written
notice of each Indenture Event of Default hereunder and each default on the part of the Servicer or
the Seller of its obligations under the Sale and Servicing Agreement.




          SECTION 3.19. Further Instruments and Acts.



Upon request of the Indenture Trustee or the Class A Insurer, the Issuer will execute and deliver
such further instruments and do such further acts as may be reasonably necessary or proper to carry
out more effectively the purpose of this Indenture.




          SECTION 3.20. Amendments of Sale and Servicing Agreement and Trust Agreement.



The Issuer shall not agree to any amendment to Section 11.01 of the Sale and Servicing Agreement or
Section 11.1 of the Trust Agreement to eliminate the requirements thereunder that the Indenture
Trustee or the Holders of the Class A Notes consent to amendments thereto as provided therein.




          SECTION 3.21. Income Tax Characterization.



For purposes of federal income, state and local income and franchise and any other income taxes,
the Issuer will, and each Class A Noteholder by such Class A Noteholder’s acceptance thereof





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agrees to, treat the Class A Notes as indebtedness and hereby instructs the Issuer to treat the
Class A Notes as indebtedness for federal, state and other tax reporting purposes.




     SECTION 3.22. Perfection Representations, Warranties and Covenants.


The perfection representations, warranties and covenants made by the Issuer and set forth on
Schedule A hereto shall be a part of this Indenture for all purposes.




ARTICLE IV




Satisfaction and Discharge




     SECTION 4.1. Satisfaction and Discharge of Indenture.


This Indenture shall cease to be of further effect with respect to the Class A Notes except as to:
(i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed,
lost or stolen Class A Notes; (iii) rights of Class A Noteholders to receive payments of principal
thereof and interest thereon; (iv) Sections 3.3, 3.4, 3.5,
3.7, 3.8, 3.10, 3.12, 3.13, 3.14, 3.15,
3.16, 3.17, 3.19, 3.20 and 3.21; (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under
Section 4.2); and (vi) the rights of Class A Noteholders and the Class A Insurer as
beneficiaries hereof with respect to the property so deposited with the Indenture Trustee, or the
Trust Collateral Agent, payable to all or any of them, and the Indenture Trustee, on written demand
of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to the Class A Notes, when





          (A) either




          (1) all Class A Notes theretofore authenticated and delivered (other
than (i) Class A Notes that have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 2.4 and (ii) Class
A Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Issuer and thereafter repaid to the
Issuer or discharged from such trust, as provided in Section 3.3)
have been delivered to the Indenture Trustee for cancellation; or




          (2) all Class A Notes not theretofore delivered to the Indenture
Trustee for cancellation




          (i) have become due and payable,




          (ii) will become due and payable at the Stated Final Maturity
within one year, or




          (iii) are to be called for redemption within one year under
arrangements satisfactory to the Indenture Trustee for the



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giving of notice of redemption by the Indenture Trustee in the
name, and at the expense, of the Issuer,


and the Issuer, in the case of (i), (ii) or (iii) of this clause (2), has irrevocably deposited or
caused to be irrevocably deposited with the Trust Collateral Agent cash or direct obligations of or
obligations guaranteed by the United States of America (which will mature prior to the date such
amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the
entire indebtedness on such Class A Notes not theretofore delivered to the Indenture Trustee for
cancellation when due to the Stated Final Maturity or Redemption Date (if Class A Notes shall have
been called for redemption pursuant to Section 10.1), as the case may be;





          (B) the Issuer has paid or caused to be paid all Issuer Secured Obligations,
including, without limitation, all amounts owed to the Class A Insurer and the Swap
Counterparty;




          (C) the Issuer has delivered to the Indenture Trustee, the Swap Counterparty
and the Class A Insurer an Officer’s Certificate, an Opinion of Counsel and if
required by the Indenture Trustee, the Class A Insurer or the Swap Counterparty
(unless the Swap Agreement has been terminated and all amounts owed to the Swap
Counterparty have been paid) an Independent Certificate from a firm of certified
public accountants, each meeting the applicable requirements of Section
11.1(a) and each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied
with; and




          (D) upon the satisfaction and discharge of the Indenture pursuant to this
Section 4.1, the Indenture Trustee shall deliver to the Owner Trustee, the
Swap Counterparty and the Class A Insurer a certificate of a Responsible Officer
stating that the Class A Noteholders, the Class A Insurer, the Swap Counterparty and
the Indenture Trustee have been paid all amounts owed to them.



     SECTION 4.2. Application of Trust Money.


All moneys deposited with the Indenture Trustee pursuant to Section 4.1 hereof shall be
held in trust and applied by it, in accordance with the provisions of the Class A Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Holders of the particular Class A Notes for the payment or redemption of
which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due
thereon for principal and interest; but such moneys need not be segregated from other funds except
to the extent required herein or in the Sale and Servicing Agreement or required by law.




     SECTION 4.3. Repayment of Moneys Held by Paying Agent.


In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this
Indenture with respect to such Class A Notes shall, upon demand of the Issuer, be paid to the


- 27 -









 







Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.




ARTICLE V




Remedies




     SECTION 5.1. Indenture Events of Default.


“Indenture Event of Default”, wherever used herein or in the other Basic Documents, means any one
of the following events (whatever the reason for such Indenture Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental
body):





          (i) default by the Issuer in the payment of any interest on the Class A Notes when the
same becomes due and payable, and such default shall continue for a period of five (5) days
or more (it being understood that any payment by the Class A Insurer under the Class A Note
Insurance Policy shall not constitute payment by the Issuer); or




          (ii) default by the Issuer in the payment of the principal of or any installment of
the principal of the Class A Notes when the same becomes due and payable on the Stated
Final Maturity (it being understood that any payment by the Class A Insurer under the Class
A Note Insurance Policy shall not constitute payment by the Issuer); or




          (iii) default in the observance or performance of any covenant or agreement of the
Issuer made under this Indenture (other than a covenant or agreement, a default in the
observance or performance of which is specifically dealt with elsewhere in this Section
5.1), or any representation or warranty of the Issuer made in this Indenture or in any
certificate or other writing delivered pursuant to this Indenture or in connection with
this Indenture proving to have been incorrect in any material respect as of the time when
the same shall have been made, and such default shall continue or not be cured, or the
circumstance or condition in respect of which such misrepresentation or warranty was
incorrect shall not have been eliminated or otherwise cured, for a period of 30 days (or a
longer period, not in excess of 60 days as may be reasonably necessary to remedy such
default, if the default is capable of remedy within 60 days or less, and the Servicer, on
behalf of the Issuer, delivers an officer’s certificate to the Indenture Trustee to the
effect that the Issuer has commenced, or will promptly commence and diligently pursue, all
reasonable efforts to remedy the default) after there shall have been given to the Issuer
by the Class A Insurer, or if a Class A Insurer Default has occurred and is continuing, the
Indenture Trustee at the direction of Class A Noteholders representing at least 25% of the
outstanding Class A Note Balance, a written notice specifying such default or incorrect
representation or warranty and requiring it to be remedied and stating that such notice is
a “Notice of Default” pursuant to this Indenture; or



- 28 -









 







          (iv) the filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of the Seller, the Issuer or any substantial part of the Trust Property
in an involuntary case under any applicable Federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Seller or the Issuer,
as applicable, or for any substantial part of the Trust Property, or ordering the
winding-up or liquidation of the Seller’s affairs or the Issuer’s affairs, as applicable,
and such decree or order shall remain unstayed and in effect for a period of 60 consecutive
days; or




          (v) the commencement by the Seller or the Issuer of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or the consent by the Issuer to the entry of an order for relief in an involuntary
case under any such law, or the consent by the Issuer to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Seller or Issuer, as applicable, or for any substantial part of the Trust
Property, or the making by the Seller or Issuer, as applicable, of any general assignment
for the benefit of creditors, or the failure by the Seller or Issuer, as applicable,
generally to pay its debts as such debts become due, or the taking of action by the Issuer
in furtherance of any of the foregoing; or




          (vi) a draw is made on the Class A Note Insurance Policy; or




          (vii) cumulative Collections through the end of the related Collection Period,
expressed as a percentage of the cumulative Forecasted Collections through the end of the
related Collection Period, are less than 65.0% for any three (3) consecutive Collection
Periods; or




          (viii) the Seller sells or otherwise transfers ownership of the Certificate except as
permitted by the Basic Documents; or




          (ix) the Seller fails to observe or perform in any material respect any of its
separateness or limited purpose covenants in the Basic Documents to which it is a party
(after notice and after giving effect to any applicable grace periods set forth therein) or
its organizational documents; or




          (x) the Indenture Trustee ceases to have a valid and perfected first priority security
interest in the Trust Property and such failure has not been remedied within ten (10)
Business Days; or




          (xi) any Basic Document (in its entirety) ceases to be in full force and effect.



          SECTION 5.2. Rights Upon Indenture Event of Default.



          (a) If an Indenture Event of Default described in clause (iv) or (v) of Section
5.1 shall have occurred, the entire unpaid principal balance of the Class A Notes, all
interest accrued and unpaid thereon and all other amounts payable under this Indenture and the
Basic



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Documents shall automatically become immediately due and payable. If any other Indenture
Event of Default shall have occurred, the Indenture Trustee, if so requested in writing by: (x)
the Class A Insurer, or (y) if a Class A Insurer Default has occurred and is continuing, the
Majority Noteholders, shall declare by written notice to the Issuer that the entire principal
balance of the Class A Notes, all interest accrued and unpaid thereon and all other amounts payable
under this Indenture and the other Basic Documents to be immediately due and payable.




          (b) If an Indenture Event of Default occurs and the Class A Notes have been accelerated, the
Indenture Trustee may exercise any of the remedies specified in Section 5.4(a). Payments
in accordance with Section 5.2(a) hereof following acceleration of the Class A Notes shall
be applied by the Indenture Trustee:




          FIRST:  (x) pro rata, to the Servicer or the Backup Servicer, the Servicing Fee and any
indemnification amounts owed to the Backup Servicer, and to the Trust Collateral Agent, the
Indenture Trustee and the Owner Trustee, their related accrued and unpaid fees or Indenture
Trustee Fee, as applicable, indemnification amounts and expenses and (y) to any successor
servicer, any unpaid Transition Expenses which may be due to it pursuant to the terms of the
Sale and Servicing Agreement;




          SECOND:  to the Swap Counterparty, the Net Swap Payment;




          THIRD: to Class A Noteholders for amounts due and unpaid on the Class A Notes for
interest, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Class A Notes for interest;




          FOURTH:  to the Class A Insurer, in accordance with the terms of the Insurance
Agreement, the Class A Insurer Premium due pursuant to the Insurance Agreement;




          FIFTH:  to Class A Noteholders for amounts due and unpaid on the Class A Notes for
principal, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Class A Notes for principal until the Class A Note Balance has been
reduced to zero;




          SIXTH:  to the Class A Insurer, in accordance with the terms of the Insurance
Agreement, its Reimbursement Obligations, and




          SEVENTH: to the Swap Counterparty, all Swap Termination Payments and any other amounts
payable by the Issuer to the Swap Counterparty not previously paid.



          (c) At any time after declaration of acceleration of maturity has been made in accordance with
Section 5.2(a) hereof and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided, the Class A Insurer,
or the Majority Noteholders, as the case may be, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:




          (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
pay:



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          (A) all payments of principal of and interest on all Class A Notes and all
other amounts that would then be due hereunder or upon such Class A Notes if the
Indenture Event of Default giving rise to such acceleration had not occurred, which
funds shall be deposited into the Class A Note Distribution Account;




          (B) all sums paid or advanced by the Indenture Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel, which funds shall be deposited into the
Collection Account; and




          (C) all sums (including any Class A Insurer Premium) paid or advanced by or due
to the Class A Insurer, which funds shall be paid to the Class A Insurer in
accordance with the terms of the Insurance Agreement;




          (D) any Net Swap Payments and any Swap Termination Payments then due and
payable to the Swap Counterparty under the Swap Agreement; and




          (ii) all Indenture Events of Default, other than the nonpayment of the interest on or
the principal of the Class A Notes that has become due solely by such acceleration, have
been cured or waived as provided in Section 5.12.




          No such rescission shall affect any subsequent default or impair any right consequent thereto.



             (d) In the event the Class A Notes have been accelerated in accordance with Section
5.2(a) hereof, the Class A Insurer shall have the right, but not the obligation, to make
payments under the Class A Note Insurance Policy, or otherwise, of principal and interest due on
the Class A Notes, in whole or in part, on any date or dates following such acceleration, as such
Insurer, in its sole discretion, may elect.



          SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee.



          (a) The Issuer hereby irrevocably and unconditionally appoints the Indenture Trustee as the
true and lawful attorney-in-fact of the Issuer, with full power of substitution, to execute,
acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do
in the name of the Indenture Trustee as well as in the name, place and stead of the Issuer such
acts, things and deeds for or on behalf of and in the name of the Issuer under this Indenture
(including specifically under Section 5.4) and under the Basic Documents which the Issuer
could or might do or which may be necessary, desirable or convenient in the Indenture Trustee’s
sole discretion to effect the purposes contemplated hereunder and under the Basic Documents and,
without limitation, following the occurrence of an Indenture Event of Default, acting at the
instruction or with the consent of the Class A Insurer or, if a Class A Insurer Default has
occurred and is continuing, the Majority Noteholders, in accordance with the terms of Article V
hereof, exercise full right, power and authority to take, or defer from taking, any and all acts
with respect to the administration, maintenance or disposition of the Trust Property.



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          (b) Notwithstanding anything to the contrary contained in this Indenture (including, without
limitation, Sections 5.4(a), 5.12, 5.13 and 5.16), the Indenture
Trustee, prior to the Class A Termination Date, may with the prior written consent of the Class A
Insurer or, if a Class A Insurer Default has occurred and is continuing, the Majority Noteholders,
or shall, at the direction of the Class A Insurer or, if a Class A Insurer Default has occurred and
is continuing, the Majority Noteholders, and thereafter may at its discretion, proceed to protect
and enforce its rights and the rights of the Class A Noteholders and the Class A Insurer by such
appropriate proceedings as the Indenture Trustee or the Class A Insurer (or the Majority
Noteholders, if applicable) shall deem most effective to protect and enforce any such rights,
whether for specific performance of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture or by law.



          (c) In case there shall be pending, relative to the Issuer or any other obligor upon the Class
A Notes or any Person having or claiming an ownership interest in the Trust Property, proceedings
under Title 11 of the United States Code or any other applicable federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken
possession of the Issuer or its property or such other obligor or Person, or in case of any other
comparable judicial proceedings relative to the Issuer or other obligor upon the Class A Notes, or
to the creditors or property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Class A Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall be entitled and empowered,
at the expense of the Seller by intervention in such proceedings or otherwise:




          (i) to file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Class A Notes and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Indenture Trustee
(including any claim for reasonable compensation to the Indenture Trustee and each
predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made, by the
Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence,
bad faith or willful misconduct), the Class A Insurer and of the Class A Noteholders
allowed in such proceedings;




          (ii) unless prohibited by applicable law and regulations, to vote on behalf of the
Holders of Class A Notes in any election of a trustee, a standby trustee or person
performing similar functions in any such proceedings;




          (iii) to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute all amounts received with respect to the claims of the
Class A Noteholders, the Class A Insurer and the Indenture Trustee on their behalf; and



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          (iv) to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee, the Class A Insurer or the
Holders of Class A Notes allowed in any judicial proceedings relative to the Issuer, its
creditors and its property;


and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding
is hereby authorized by each of such Class A Noteholders to make payments to the Indenture Trustee,
and, in the event that the Indenture Trustee shall consent to the making of payments directly to
such Class A Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a
result of negligence, bad faith or willful misconduct.




          (d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any Class A Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Class A Notes or the rights of
any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any
Class A Noteholder in any such proceeding except, as aforesaid, to vote for the election of a
trustee in bankruptcy or similar person.



          (e) All rights of action and of asserting claims under this Indenture or under any of the
Class A Notes, may be enforced by the Indenture Trustee without the possession of any of the Class
A Notes or the production thereof in any trial or other proceedings relative thereto, and any such
action or proceedings instituted by the Indenture Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Class
A Notes and the Class A Insurer.



          (f) In any proceedings brought by the Indenture Trustee (and also any proceedings involving
the interpretation of any provision of this Indenture), the Indenture Trustee shall be held to
represent all the Holders of the Class A Notes, and it shall not be necessary to make any Class A
Noteholder a party to any such proceedings.



          SECTION 5.4. Remedies.



          (a) If an Indenture Event of Default shall have occurred and be continuing, the Class A
Insurer or the Indenture Trustee at the written direction of the Class A Insurer or, if a Class A
Insurer Default has occurred and is continuing, the Majority Noteholders may do any one or more of
the following:




          (i) institute Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable to the Class A Insurer or on the Class A Notes or
under this Indenture with respect thereto, whether by declaration or otherwise, enforce any
judgment obtained, and collect from the Issuer and any other obligor upon such Class A
Notes moneys adjudged due;



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          (ii) institute Proceedings from time to time for the complete or partial foreclosure
of this Indenture with respect to the Trust Property;




          (iii) exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Indenture Trustee,
the Holders of the Class A Notes and the Class A Insurer; and




          (iv) direct the Indenture Trustee to sell the Trust Property or any portion thereof or
rights or interest therein, at one or more public or private sales called and conducted in
any manner permitted by law; provided, however, that the Indenture Trustee
shall not, and shall not be directed by the Class A Insurer or the Majority Noteholders, as
the case may be, to, sell or otherwise liquidate the Trust Property following an Indenture
Event of Default unless:




          (A) the proceeds of such sale or liquidation distributable to the Class A
Noteholders, together with amounts to be paid to the Class A Insurer concurrently
therewith, are anticipated to be sufficient to discharge in full all amounts then
due and unpaid upon the Class A Notes for principal and interest due thereon, in the
event such direction is from the Class A Insurer; or




          (B) in the event that a Class A Insurer Default has occurred and is continuing
of if the Class A Insurer shall be in default under the Swap Policy, the Indenture
Trustee, if so directed by the Majority Holders in accordance with the terms of this
Indenture, may not sell or otherwise liquidate the Trust Property following an
Indenture Event of Default unless:




          (I) such Indenture Event of Default is of the type described in
Section 5.1(iv) or (v),




          (II) such Indenture Event of Default is of the type described in any
other clause of Section 5.1 and the Class A Noteholders consent
thereto in writing, or




          (III) either (i) the proceeds of such sale or liquidation would be in
an amount sufficient to discharge in full all amounts then due and unpaid
upon such Class A Notes for principal and interest and any amounts due to
the Swap Counterparty or (ii) the Indenture Trustee determines that the
Trust Property will not continue to provide sufficient funds for the payment
of principal of and interest on the Class A Notes as they would have become
due if they had not been declared due and payable and sufficient funds exist
to discharge amounts due to the Swap Counterparty (it being understood that
for purposes of making such determinations, the Indenture Trustee may
conclusively rely on an independent auditor);


provided, however, that, subject to Section 6.1, the Indenture Trustee
shall have the right to decline to follow any such direction if it, being advised by counsel,
determines that the action so



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directed may not lawfully be taken, or if it, in good faith shall, by a Responsible Officer,
determine that the proceedings so directed would be illegal or subject it to personal liability.




          (b) If the Indenture Trustee sells all or a portion of the Trust Property, following an
Indenture Event of Default, the Trust Collateral Agent shall give Credit Acceptance at least ten
(10) days’ prior notice of such sale, and Credit Acceptance may, but is not required to, make a bid
for the portion, or all, of the Trust Property being sold by the Indenture Trustee.



          SECTION 5.5. Optional Preservation of the Trust Property.


If the Class A Notes have been declared to be due and payable under Section 5.2 following
an Indenture Event of Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, with the prior written consent of the Class A Insurer or, if a
Class A Insurer Default has occurred and is continuing, the Majority Noteholders, but need not
unless directed in writing by the Class A Insurer or, if a Class A Insurer Default has occurred and
is continuing, the Majority Noteholders, maintain possession of the Trust Property which is in its
possession and elect to direct the Trust Collateral Agent to maintain possession of the Trust
Property which is in the possession of the Trust Collateral Agent. It is the desire of the parties
hereto and the Class A Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Class A Notes, the Swap Counterparty and the Class A Insurer, or
the Majority Noteholders, as the case may be, shall take such desire into account when determining
whether or not to direct the Indenture Trustee or the Trust Collateral Agent, as applicable, to
maintain possession of the Trust Property. In determining whether to direct the Indenture Trustee
or the Trust Collateral Agent, as applicable, to obtain possession of the Trust Property, the Class
A Insurer, or the Majority Noteholders, as the case may be, may, but need not maintain and
conclusively rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the sufficiency of the
Trust Property for such purpose.




          SECTION 5.6.  [Reserved].



          SECTION 5.7.  Limitation of Suits.


Subject to Section 5.8 and Section 6.8, no Holder of any Class A Note shall have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:





          (i) such Holder has previously given written notice to the Indenture Trustee of a
continuing Indenture Event of Default;




          (ii) (A) the Indenture Event of Default arises from the Seller’s or the Servicer’s
failure to remit payments under the Sale and Servicing Agreement when due or (B) the
Majority Noteholders shall have made written request to the Indenture Trustee to institute
such proceeding in respect of such Indenture Event of Default in its own name as Indenture
Trustee hereunder;



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          (iii) such Holder or Holders have offered to the Indenture Trustee indemnity
reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in
complying with such request;




          (iv) the Indenture Trustee for 30 days after its receipt of such notice, request and
offer of indemnity has failed to institute such proceedings;




          (v) no direction inconsistent with such written request has been given to the
Indenture Trustee during such 30-day period; and




          (vi) the Class A Insurer has given its prior written consent.


it being understood and intended that no one or more Holders of Class A Notes shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of all Class A
Noteholders.




          In the event the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Class A Notes, each representing less than a
majority of the Outstanding Amount of the Class A Notes, the Indenture Trustee in its sole
discretion may determine what action, if any, shall be taken, notwithstanding any other provisions
of this Indenture.



          SECTION 5.8. Unconditional Rights of Noteholders To Receive Principal and Interest.


Notwithstanding any other provisions in this Indenture, the Holder of any Class A Note shall have
the right, which is absolute and unconditional, to receive payment of the principal of and
interest, if any, on such Class A Note on or after the respective due dates thereof expressed in
such Class A Note or in this Indenture (or, in the case of redemption, on or after the Redemption
Date) and to institute suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder.




          SECTION 5.9. Restoration of Rights and Remedies.


If the Indenture Trustee, the Class A Insurer or any Class A Noteholder has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee,
the Class A Insurer or such Class A Noteholder, then and in every such case the Issuer, the
Indenture Trustee, the Class A Insurer and the Class A Noteholders shall, subject to any
determination in such proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee, the Class A Insurer and
the Class A Noteholders shall continue as though no such proceeding had been instituted.




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     SECTION 5.10. Rights and Remedies Cumulative.


Except as provided in Section 5.7, no right or remedy herein conferred upon or reserved to
the Indenture Trustee, the Class A Insurer, the Swap Counterparty or the Class A Noteholders is
intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.




     SECTION 5.11. Delay or Omission Not a Waiver.


No delay or omission of the Indenture Trustee, the Class A Insurer or any Holder of any Class A
Note to exercise any right or remedy accruing upon any Indenture Default or Indenture Event of
Default shall impair any such right or remedy or constitute a waiver of any such Indenture Default
or Indenture Event of Default or an acquiescence therein. Every right and remedy given by this
Article V or by law to the Indenture Trustee, the Class A Insurer or to the Class A Noteholders may
be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee,
the Class A Insurer or by the Class A Noteholders, as the case may be.




     SECTION 5.12. Control by the Class A Insurer.


Prior to the Class A Termination Date, the Class A Insurer, so long as a Class A Insurer Default
has not occurred and is not continuing, shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Indenture Trustee with respect to the
Class A Notes or exercising any trust or power conferred on the Indenture Trustee;
provided, however, that, the Indenture Trustee may take any other action deemed
proper by the Indenture Trustee that is not inconsistent with such direction; and subject to
Section 6.1, the Indenture Trustee shall have the right to decline to follow any direction
of the Class A Insurer if the Indenture Trustee being advised by counsel determines that the action
so directed may not lawfully be taken, or if the Indenture Trustee in good faith shall, by a
Responsible Officer, determine that the proceedings so directed would be illegal or subject it to
personal liability or be unduly prejudicial to the rights of Class A Noteholders not parties to
such direction.




     SECTION 5.13. Undertaking for Costs.


All parties to this Indenture agree, and each Holder of any Class A Note by such Holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant.




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          SECTION 5.14. Waiver of Stay or Extension Laws.


The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but
will suffer and permit the execution of every such power as though no such law had been enacted.




          SECTION 5.15. Action on Class A Notes.


The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture
shall not be affected by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the
Indenture Trustee or the Class A Noteholders shall be impaired by the recovery of any judgment by
the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon
any portion of the Trust Property or upon any of the assets of the Issuer.




          SECTION 5.16. Performance and Enforcement of Certain Obligations.



          (a) Promptly following a request from the Indenture Trustee or the Class A Insurer or, if a
Class A Insurer Default has occurred and is continuing, the Majority Noteholders, to do so and at
the Issuer’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee or
the Class A Insurer, as the case may be, may request to compel or secure the performance and
observance by the Seller and the Servicer, as applicable, of each of their obligations to the
Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms
thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to
the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the
manner directed by the Indenture Trustee, or prior to the Class A Termination Date, the Class A
Insurer, including the transmission of notices of default on the part of the Seller or the Servicer
thereunder and the institution of legal or administrative actions or proceedings to compel or
secure performance by the Seller or the Servicer of each of their obligations under the Sale and
Servicing Agreement.



          (b) If an Indenture Event of Default has occurred, the Indenture Trustee may, with the prior
written consent of the Class A Insurer or, if a Class A Insurer Default has occurred and is
continuing, the Majority Noteholders, but need not unless directed in writing by the Class A
Insurer or, if a Class A Insurer Default has occurred and is continuing, the Majority Noteholders,
exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or
the Servicer under or in connection with the Sale and Servicing Agreement, including the right or
power to take any action to compel or secure performance or observance by the Seller or the
Servicer of each of their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any
right of the Issuer to take such action shall be suspended.



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          SECTION 5.17. Subrogation. Any and all proceeds of claims paid by the Class A Insurer
under the Class A Note Insurance Policy and disbursed by the Indenture Trustee or the Trust
Collateral Agent shall not be considered payment by the Issuer with respect to the Class A Notes,
and shall not discharge the obligations of the Issuer with respect thereto. The Class A Insurer
shall, to the extent it makes any payment with respect to the Class A Notes, become subrogated to
the rights of the recipients of such payments to the extent of such payments. Subject to and
conditioned upon any payment with respect to the Class A Notes by or on behalf of the Class A
Insurer, each Class A Noteholder shall be deemed, without further action, to have directed the
Indenture Trustee or the Trust Collateral Agent to assign to the Insurer which made such payment
all rights to the payment of interest or principal with respect to the Class A Notes which are then
due for payment to the extent of all payments made by such Insurer and such Insurer may exercise
any option, vote, right, power or the like with respect to the Class A Notes to the extent that it
has made payment pursuant to the Class A Note Insurance Policy. To evidence such subrogation, the
Note Registrar shall note such Insurer’s rights as subrogee upon the Class A Note Register upon
receipt from such Insurer of proof of payment by the Insurer of any Class A-1A Interest
Distributable Amount, Class A-1B Interest Distributable Amount, Class A-1A Principal Distributable
Amount or Class A-1B Principal Distributable Amount.



ARTICLE VI




The Indenture Trustee




          SECTION 6.1. Duties of Indenture Trustee.



          (a) If an Indenture Event of Default has occurred and is continuing, the Indenture Trustee
shall follow such instructions and directions as it may receive pursuant to Section 5.2
hereof and use the same degree of care and skill in its exercise as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs.



          (b) Except during the continuance of an Indenture Event of Default:




          (i) the Indenture Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture and the Basic Documents and no implied
covenants or obligations shall be read into this Indenture or the Basic Documents against
the Indenture Trustee; and




          (ii) in the absence of bad faith, the Indenture Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee and conforming to the
requirements of this Indenture and the Basic Documents; however, the Indenture Trustee
shall examine the certificates and opinions to determine whether or not they conform on
their face to the requirements of this Indenture and the Basic Documents.



          (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own bad faith or willful misconduct, except that:



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          (i) this paragraph does not limit the effect of paragraph (b) of this Section;




          (ii) the Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer of the Indenture Trustee unless it is proved that the
Indenture Trustee was negligent in ascertaining the pertinent facts; and




          (iii) the Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant to
Section 5.12.



          (d) Money held in trust by the Indenture Trustee need not be segregated from other funds
except to the extent required by law or the terms of this Indenture.



          (e) No provision of this Indenture shall require the Indenture Trustee to expend or risk its
own funds or otherwise incur liability (financial or otherwise) in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk
or liability is not reasonably assured to it.



          (f) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions of this Section.



          (g) Without limiting the generality of this Section, the Indenture Trustee shall have no duty
(A) to see to any recording, filing or depositing of this Indenture or any agreement referred to
herein or any financing statement or continuation statement evidencing a security interest in the
Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to
any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance on the
Financed Vehicles or Obligors or to effect or maintain any such insurance, (C) to see to the
payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance
of any kind owing with respect to, assessed or levied against any part of the Trust, (D) to confirm
or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant
to this Indenture or the Sale and Servicing Agreement believed by the Indenture Trustee to be
genuine and to have been signed or presented by the proper party or parties, or (E) to inspect the
Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of
the Issuer’s, the Seller’s or the Servicer’s representations, warranties or covenants or the
Servicer’s duties and obligations as Servicer and as custodian of the original Certificates of
Title of the Financed Vehicles under the Sale and Servicing Agreement.



          (h) In no event shall Wells Fargo Bank, National Association, in any of its capacities
hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory
Trust Act, common law, or the Trust Agreement.



          (i) The Indenture Trustee shall, upon reasonable prior written notice to the Indenture Trustee
by the Class A Insurer, permit any representative of the Class A Insurer, during the Indenture
Trustee’s normal business hours, at its offices, to examine all books of



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account, records, reports and other papers of the Indenture Trustee relating to the Class A
Notes or the Collateral, to make copies and extracts therefrom and to discuss the Indenture
Trustee’s affairs and actions, as such affairs and actions relate to the Indenture Trustee’s duties
with respect to the Class A Notes or the Collateral, with the Indenture Trustee’s officers and
employees responsible for carrying out the Indenture Trustee’s duties with respect to the
Collateral or the Class A Notes. Any expenses incurred in connection with such examination shall
be payable by the Issuer to the Class A Insurer or the Indenture Trustee, as applicable, in
accordance with Section 5.08(a) of the Sale and Servicing Agreement.



          (j) The Indenture Trustee shall, and agrees that it will hold any proceeds of any claim under
the Class A Note Insurance Policy in trust, solely for the use and benefit of the Class A
Noteholders.



          SECTION 6.2. Rights of Indenture Trustee.



          Except as otherwise provided in Section 6.1:



          (a) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate and/or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of
Counsel.



          (b) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian or nominee and
shall not be responsible for the misconduct or negligence of any agent, attorney, custodian or
nominee appointed with due care.



          (c) The Indenture Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers; provided,
however, that the Indenture Trustee’s conduct does not constitute willful misconduct,
negligence or bad faith.



          (d) The Indenture Trustee shall not be deemed to have knowledge of an Indenture Event of
Default unless a Responsible Officer of the Indenture Trustee has actual knowledge or has received
written notice of such Indenture Event of Default.



          (e) The Indenture Trustee may consult with counsel, and the written advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Class A Notes shall be
full and complete authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the written advice or
opinion of such counsel.



          (f) The Indenture Trustee shall be under no obligation to exercise any of the rights and
powers vested in it by this Indenture or the other Basic Documents, or to institute, conduct or
defend any litigation under this Indenture or in relation to this Indenture, at the request, order
or direction of any of the Holders of Class A Notes, pursuant to the provisions of this Indenture,
unless it shall have been offered security or indemnity reasonably satisfactory to it against the
costs, expenses and liabilities that may be incurred therein or thereby; provided,



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however, that the Indenture Trustee shall, upon the occurrence of an Indenture Event
of Default (that has not been cured), exercise the rights and powers vested in it by this Indenture
with the same degree of care and skill in its exercise as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.




          (g) Except during the continuance of an Indenture Event of Default, the Indenture Trustee
shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by the Majority Noteholders
or the Class A Insurer; provided, however, that if the payment within a reasonable
time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably
assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the
Indenture Trustee may require indemnity reasonably satisfactory to the Indenture Trustee against
such cost, expense or liability as a condition to so proceeding; the reasonable expense of every
such examination shall be paid by the requesting Holders or the instructing party, as the case may
be, or, if paid by the Indenture Trustee, shall be reimbursed by the requesting Holders or the
instructing party, as the case may be, upon demand.



          (h) In no event shall the Indenture Trustee be liable for any indirect, consequential,
punitive or special damages, regardless of the form of action and whether or not any such damages
were foreseeable or contemplated.



          (i) Delivery of any reports, information and documents to the Indenture Trustee provided for
herein is for informational purposes only (unless otherwise expressly stated herein) and the
Indenture Trustee’s receipt of such shall not constitute constructive knowledge of any information
contained therein or determinable from information contained therein, including the Issuer’s
compliance with any of its representations, warranties or covenants hereunder (as to which the
Indenture Trustee is entitled to rely exclusively on Officers’ Certificates).



          (j) The Indenture Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties.



          (k) In the event the Indenture Trustee is also acting in the capacity of Trust Collateral
Agent, Paying Agent, transfer agent or Note Registrar, it shall be afforded all of the rights,
protections, immunities and indemnities afforded to the Indenture Trustee hereunder in each of its
capacities hereunder.



          (l) In no event shall the Indenture Trustee be liable for any act or omission on the part of
the Issuer, the Seller or the Servicer or any other Person. The Indenture Trustee shall not be
responsible for monitoring or supervising the Issuer, the Seller, the Servicer or any other Person.



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     SECTION 6.3. Individual Rights of Indenture Trustee.


The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of
Class A Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with
Section 6.15.




     SECTION 6.4. Indenture Trustee’s Disclaimer.


The Indenture Trustee shall not be responsible for and makes no representation as to the validity,
sufficiency or adequacy of this Indenture, the Trust Property or the Class A Notes, shall not be
accountable for the Issuer’s use of the proceeds from the Class A Notes, and shall not be
responsible for any statement of the Issuer in the Indenture or in any document issued in
connection with the sale of the Class A Notes or in the Class A Notes other than, the Indenture
Trustee’s certificate of authentication.




     SECTION 6.5. Notice of Indenture Events of Default.


If an Indenture Event of Default occurs and is continuing and if written notice of the existence
thereof has been delivered to a Responsible Officer of the Indenture Trustee or a Responsible
Officer of the Indenture Trustee has actual knowledge thereof, the Indenture Trustee shall mail to
the Class A Insurer, the Swap Counterparty, the Rating Agencies and each Class A Noteholder notice
of the Indenture Event of Default within five (5) Business Days after such knowledge or notice
occurs.




     SECTION 6.6. Reports by Indenture Trustee to Holders.


The Indenture Trustee shall on behalf of the Issuer deliver to each Class A Noteholder such
information as may be reasonably required to enable such Holder to prepare its federal and state
income tax returns. Such obligation shall be satisfied if the Indenture Trustee provides such
Class A Noteholder a Form 1099.




     SECTION 6.7. Compensation.



    (a) The Issuer shall pay to the Indenture Trustee from time to time compensation for its
services as agreed in writing and in accordance with Section 5.08(a) of the Sale and Servicing
Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of
a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the
compensation for its services, except any such expense as may be attributable to its willful
misconduct, negligence or bad faith. Such expenses shall include securities transaction charges
relating to the investment of funds (net of investment earnings) on behalf of the Indenture Trustee
or the Trust Collateral Agent on deposit in the Trust Accounts (except for the Certificate
Distribution Account) and the reasonable compensation and reasonable expenses, disbursements and
advances of the Indenture Trustee’s counsel and of all persons not regularly in its employ;
provided, however, that the securities transaction charges referred to above shall,
in the case of certain Eligible Investments selected by the Servicer, be



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waived for a particular investment in the event that any amounts are received by the Trust
Collateral Agent from a financial institution in connection with the purchase of such Eligible
Investments. The Issuer agrees to indemnify the Indenture Trustee and Trust Collateral Agent as
set forth in Section 6.05 of the Sale and Servicing Agreement. The Indenture Trustee agrees that
its recourse to the Issuer, the Seller and the Trust Property shall be limited to the right to
receive distributions in accordance with Section 5.08(a) of the Sale and Servicing Agreement and
Article V hereof and shall not be recourse to the assets of any Class A Noteholder.



          (b) The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall
survive the discharge of this Indenture and the earlier resignation or removal of the Indenture
Trustee. When the Indenture Trustee incurs expenses after the occurrence of an Indenture Event of
Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or similar law.
Notwithstanding anything else set forth in this Indenture or the Basic Documents, the Indenture
Trustee agrees that the obligations of the Issuer to the Indenture Trustee hereunder and under the
Basic Documents shall not be recourse to the assets of any Class A Noteholder.



          SECTION 6.8. Replacement of Indenture Trustee.



          (a) The Indenture Trustee may resign at any time by so notifying the Issuer, the Swap
Counterparty and the Class A Insurer in writing at least sixty days prior and upon the appointment
and assumption of its obligations by a successor Indenture Trustee which shall be acceptable to the
Class A Insurer if such succession occurs prior to the Class A Termination Date.



          (b) The Issuer, prior to the Class A Termination Date with the prior written consent of the
Class A Insurer, may remove the Indenture Trustee by written notice if:




          (i) the Indenture Trustee fails to comply with Section 6.17 hereof;




          (ii) a court having jurisdiction in the premises in respect of the Indenture Trustee
in an involuntary case or proceeding under federal or state banking or bankruptcy laws, as
now or hereafter constituted, or any other applicable federal or state bankruptcy,
insolvency or other similar law, shall have entered a decree or order granting relief or
appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator
(or similar official) for the Indenture Trustee or for any substantial part of the
Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture
Trustee’s affairs;




          (iii) an involuntary case under the federal bankruptcy laws, as now or hereafter in
effect, or another present or future federal or state bankruptcy, insolvency or similar law
is commenced with respect to the Indenture Trustee and such case is not dismissed within 60
days;




          (iv) the Indenture Trustee commences a voluntary case under any federal or state
banking or bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law, or consents to



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the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, conservator, sequestrator (or other similar official) for the Indenture
Trustee or for any substantial part of the Indenture Trustee’s property, or makes any
assignment for the benefit of creditors or fails generally to pay its debts as such debts
become due or takes any corporate action in furtherance of any of the foregoing;




          (v) failure to comply with any material covenant hereunder; or




          (vi) the Indenture Trustee otherwise becomes legally incapable of acting.



          (c) The Class A Insurer may remove the Indenture Trustee for any reason by 30 days’ prior
written notice.



          (d) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of
Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as
the retiring Indenture Trustee), prior to the Class A Termination Date the Class A Insurer may
appoint a successor Indenture Trustee and if it fails to, the Issuer shall promptly appoint a
successor Indenture Trustee acceptable to the Class A Insurer. After the Class A Termination Date,
the Issuer may appoint a successor Indenture Trustee without the consent of the Class A Insurer.



          A successor Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the
rights, powers and duties of the retiring Indenture Trustee under this Indenture subject to
satisfaction of the Rating Agency Condition. The successor Indenture Trustee shall mail a notice
of its succession to Class A Noteholders, the Class A Insurer, the Swap Counterparty and the Rating
Agencies. The retiring Indenture Trustee shall promptly transfer all property held by it as
Indenture Trustee to the successor Indenture Trustee.



          If a successor Indenture Trustee that is, prior to the Class A Termination Date, acceptable to
the Class A Insurer does not take office within 60 days after the retiring Indenture Trustee
resigns or is removed, the retiring Indenture Trustee or the Class A Insurer may petition any court
of competent jurisdiction for the appointment of a successor Indenture Trustee that meets the
eligibility requirements set forth in Section 6.12 hereof.



          If the Indenture Trustee fails to comply with Section 6.15, any Noteholder, prior to
the Class A Termination Date with the prior written consent of the Class A Insurer, may petition
any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of
a successor Indenture Trustee acceptable to the Class A Insurer.



          Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture
Trustee pursuant to any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor Indenture Trustee acceptable to the Class A Insurer
pursuant to this Section 6.8 and payment of all fees and expenses owed to the outgoing
Indenture Trustee by the Servicer and the Issuer.




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Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and
the Servicer’s obligations under Section 6.7 shall continue for the benefit of the retiring
Indenture Trustee.




     SECTION 6.9. Successor Indenture Trustee by Merger.


If the Indenture Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation, provided it meets the eligibility
requirements of Section 6.12, without any further act shall be the successor Indenture
Trustee. The Indenture Trustee shall provide the Rating Agencies and the Class A Insurer written
notice of any such transaction.




     In case at the time such successor or successors by merger, conversion or consolidation to the
Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have
been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated;
and in case at that time any of the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Indenture Trustee shall have.



     SECTION 6.10. Appointment of Trust Collateral Agent.


The Issuer and the Indenture Trustee do hereby appoint Wells Fargo Bank, National Association to
act as the initial trust collateral agent on behalf of the Indenture Trustee and Wells Fargo Bank,
National Association hereby accepts such appointment.




     SECTION 6.11. Appointment of Co-Indenture Trustee or Separate Indenture Trustee.



     (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Trust may at the time be
located, the Issuer and the Indenture Trustee acting jointly and at the expense of the Issuer,
prior to the Class A Termination Date with the consent of the Class A Insurer, shall have the power
and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee
or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to
vest in such Person or Persons, in such capacity and for the benefit of the Class A Noteholders and
the Class A Insurer, 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 Issuer and
the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under
Section 6.12 and no notice to Noteholders of the appointment of any co-trustee or separate
trustee shall be required under Section 6.8 hereof.



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     (b) Every 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 Indenture
Trustee shall be conferred or imposed upon and exercised or performed by the Indenture
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 Indenture
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 Indenture Trustee shall be
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 Indenture Trustee;




     (ii) no trustee hereunder shall be personally liable by reason of any act or omission
of any other trustee hereunder, including acts or omissions of predecessor or successor
trustees; and




     (iii) the Indenture Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee.



     (c) Any notice, request or other writing given to the Indenture 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 VI. 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 Indenture Trustee or separately, as may be
provided therein, subject to all the provisions of this Indenture, specifically including every
provision of this Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee.



     (d) Any separate trustee or co-trustee may at any time constitute the Indenture 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, dissolve, become insolvent, 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 Indenture Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.



     SECTION 6.12. Eligibility.


The Indenture Trustee under this Indenture shall at all times be a corporation or banking
association acceptable to the Class A Insurer having an office in the same state as the location of
the Corporate Trust Office as specified in this Indenture; organized and doing business under the
laws of such state or the United States of America; authorized under such laws to exercise




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corporate trust powers; having a combined capital and surplus of at least $100,000,000; having
long-term unsecured debt obligations which have at least the Required Long-Term Debt Rating and
subject to supervision or examination by federal or state authorities. If such corporation 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 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 Indenture
Trustee shall cease to be eligible in accordance with the provisions of this Section, the Indenture
Trustee shall resign immediately.




          SECTION 6.13. Trust Collateral Agent to Follow Indenture Trustee’s Directions.


The Indenture Trustee hereby authorizes the Trust Collateral Agent to take such action on its
behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Indenture
Trustee may direct and as are specifically authorized to be exercised by the Trust Collateral Agent
by the terms hereof, together with such actions, rights, remedies, powers and privileges as are
reasonably incidental thereto.




          SECTION 6.14. Representations and Warranties of the Indenture Trustee.


The Indenture Trustee represents and warrants to the Issuer as follows:





     (i) The Indenture Trustee is a national banking association, duly organized and
validly existing under the laws of the United States and is authorized and licensed to
conduct and engage in a banking and trust business under such laws.




     (ii) The Indenture Trustee has full corporate power, authority, and legal right to
execute, deliver, and perform this Indenture, and has taken all necessary action to
authorize the execution, delivery, and performance by it of this Indenture and the other
Basic Documents to which it is a party.




     (iii) Each of this Indenture, and the other Basic Documents to which it is a party,
has been duly executed and delivered by the Indenture Trustee.




     (iv) Each of this Indenture, and the other Basic Documents to which it is a party, is
a legal, valid and binding obligation of the Indenture Trustee enforceable in accordance
with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other
similar laws affecting the enforcement of creditors’ rights generally and to general
principles of equity.




     (v) The execution, delivery and performance of this Indenture, and each other Basic
Document to which it is a party, by the Indenture Trustee will not constitute a violation,
to the best of the Indenture Trustee’s knowledge, with respect to any order or decree of
any court or any order, regulation or demand of any federal, State, municipal or
governmental agency binding on the Indenture Trustee, which violation might have
consequences that would materially and adversely affect the performance of its duties under
this Indenture.



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     (vi) The execution, delivery and performance of this Indenture, and each other Basic
Document to which it is a party, by the Indenture Trustee do not require any approval or
consent of any Person, do not conflict with the articles of incorporation or bylaws of the
Indenture Trustee.



          SECTION 6.15. Waiver of Setoffs.


Each of the Indenture Trustee and the Trust Collateral Agent hereby expressly waives any and all
rights of setoff that the Indenture Trustee or the Trust Collateral Agent may otherwise at any time
have under applicable law with respect to any Trust Account and agrees that amounts in the Trust
Accounts shall at all times be held and applied solely in accordance with the provisions hereof and
the Sale and Servicing Agreement or under Article V hereunder.




          SECTION 6.16. Reserved.



          SECTION 6.17. Disqualification of the Indenture Trustee.


If the Indenture Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act of 1939, as amended, the Indenture Trustee shall either eliminate such interest
or resign to the extent in the manner provided by and subject to the provisions of this Indenture.




          SECTION 6.18. Authorization and Direction.


The Issuer hereby authorizes and directs the Indenture Trustee to execute the Basic Documents to
which it is a party.




          SECTION 6.19. Action under the Intercreditor Agreement.


Before taking or omitting to take any action under the Intercreditor Agreement, the Indenture
Trustee may request and shall be entitled to receive direction from the Class A Insurer with
respect to any action required to be taken by it thereunder. The Indenture Trustee shall not be
required to take any action or omit to take any action in the absence of such consent.




ARTICLE VII




Noteholders’ Lists and Reports




          SECTION 7.1. Issuer To Furnish To Indenture Trustee Names and Addresses of
Noteholders.


The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five
days after each Record Date, a list, in such form as the Indenture Trustee may reasonably require,
of the names and addresses of the Holders as of such Record Date, (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such
request, a list of similar form and content as of a date not more than 10 days prior to the time
such list is furnished; provided, however, that so long as the Indenture Trustee is
the Note Registrar, no such list shall be required to be furnished.




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     SECTION 7.2. Preservation of Information; Communications to Noteholders.


The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of the Holders contained in the most recent list furnished to the Indenture Trustee
as provided in Section 7.1 and the names and addresses of Holders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to
it as provided in such Section 7.1 upon receipt of a new list so furnished.




ARTICLE VIII




Accounts, Disbursements and Releases




     SECTION 8.1. Collection of Money.


Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery
of, and shall receive and collect, directly and without intervention or assistance of any fiscal
agent or other intermediary, all money and other property payable to or receivable by the Trust
Collateral Agent pursuant to the Sale and Servicing Agreement. The Indenture Trustee shall apply
all such money received by it, or cause the Trust Collateral Agent to apply all money received by
it as provided in this Indenture and the Sale and Servicing Agreement. Except as otherwise
expressly provided in this Indenture or in the Sale and Servicing Agreement, if any default occurs
in the making of any payment or performance under any agreement or instrument that is part of the
Trust Property, the Indenture Trustee may at the expense of the Issuer take such action as may be
appropriate to enforce such payment or performance, including the institution and prosecution of
appropriate proceedings. Any such action shall be without prejudice to any right to claim an
Indenture Default or Indenture Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.




     SECTION 8.2. Release of Trust Property.


Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture
Trustee may after the Class A Termination Date, and when required by the provisions of this
Indenture shall, and shall cause the Trust Collateral Agent to execute instruments to release
property from the lien of this Indenture, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture. No party relying upon an instrument executed
by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the
application of any moneys.




     SECTION 8.3. Opinion of Counsel.


The Indenture Trustee and the Class A Insurer shall receive at least seven days’ written notice
when requested by the Issuer to take any action pursuant to Section 8.2, accompanied by
copies of any instruments involved, and the Indenture Trustee and the Class A Insurer shall also
require as a condition to such action, an Opinion of Counsel in form and substance satisfactory to
the Indenture Trustee, and prior to the Class A Termination Date, to the Class A Insurer, stating
the legal effect of any such action, outlining the steps required to complete the same, and
concluding




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that all conditions precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Class A Notes or the rights of each
of the Class A Noteholders and the Class A Insurer in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be required to
express an opinion as to the fair value of the Trust Property. Counsel rendering any such opinion
may rely, without independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such action.




ARTICLE IX




Supplemental Indentures




     SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.



     (a) Without the consent of the Holders of any Class A Notes but, prior to the Class A
Termination Date, with the prior written consent of the Class A Insurer, and with prior notice to
the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, the Issuer and the
Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, and
prior to the Class A Termination Date, the Class A Insurer, for any of the purposes set forth in
clauses (i)-(vi) below; provided, however, if any party to this Indenture is unable
to sign any amendment due to its dissolution, winding up or comparable circumstances, then the
consent of the Noteholders and Certificate holders representing at least a majority of the total
current outstanding Class A Note Balance and at least a majority of the current total Certificate
Interest, respectively and the consent of the Class A Insurer shall be sufficient to amend this
Agreement without such party’s signature:




     (i) to correct or amplify the description of any property at any time subject to the
lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee
any property subject or required to be subjected to the lien of this Indenture, or to
subject to the lien of this Indenture additional property;




     (ii) to evidence the succession, in compliance with the applicable provisions hereof,
of another person to the Issuer, and the assumption by any such successor of the covenants
of the Issuer herein and in the Class A Notes contained;




     (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the
Class A Notes and the Class A Insurer, or to surrender any right or power herein conferred
upon the Issuer;




     (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trust
Collateral Agent;




     (v) to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision herein or in any
supplemental indenture or to add any other provisions with respect to matters or questions
arising under this Indenture or in any supplemental



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indenture; provided that such action shall not adversely affect the interests of the
Holders of the Class A Notes; or




     (vi) to evidence and provide for the acceptance of the appointment hereunder by a
successor Indenture Trustee with respect to the Notes and to add to or change any of the
provisions of this Indenture as shall be necessary to facilitate the administration of the
trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of
Article VI.



     The Indenture Trustee is hereby authorized to join in the execution of any such supplemental
indenture and to make any further appropriate agreements and stipulations that may be therein
contained provided that such action shall not adversely affect the interests of the Holders of the
Notes.



     (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also
without the consent of any of the Holders of the Class A Notes but, prior to the Class A
Termination Date with the prior written consent of the Class A Insurer, and with prior notice to
the Rating Agency by the Issuer, as evidenced to the Indenture Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Class A Notes under this Indenture; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel which may be based on a
certificate of the Seller, adversely affect in any material respect the interests of any
Noteholder.



     (c) Notwithstanding the foregoing, no amendment under this Section 9.1 shall
materially and adversely affect the rights or obligations of the Swap Counterparty under this
Indenture unless the Swap Counterparty shall have consented in writing to such action.



     SECTION 9.2. Supplemental Indentures with Consent of Noteholders.



The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior
notice to the Rating Agencies and with the consent of the Class A Insurer, or if a Class A Insurer
Default has occurred and is continuing, with the consent of the Majority Noteholders, enter into an
indenture or indentures supplemental hereto for the purpose of modifying in any manner the rights
of the Holders of the Class A Notes under this Indenture; provided, however, (a) if
any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or
comparable circumstances, then the consent of the Class A Noteholders representing at least a
majority of the total current outstanding Class A Note Balance or the consent of the Class A
Insurer shall be sufficient to amend this Agreement without such party’s signature and (b) no
amendment shall materially and adversely affect the rights and obligations of the Swap Counterparty
under this Indenture unless the Swap Counterparty shall have consented in writing to such
amendment; provided further, however, that, no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note affected thereby:




     (i) change the time of payment of any installment of principal of or interest on any
Class A Note, or reduce the principal amount thereof, the interest rate thereon or the
Redemption Price with respect thereto, change the provision of this



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Indenture relating to the application of collections on, or the proceeds of the sale
of, the Trust Property to payment of principal of or interest on the Class A Notes;




     (ii) impair the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor, as provided in Article V,
to the payment of any such amount due on the Class A Notes on or after the respective due
dates thereof (or, in the case of redemption, on or after the Redemption Date);




     (iii) reduce the percentage of the Outstanding Amount of the Class A Notes, the
consent of the Holders of which is required for any such supplemental indenture, or the
consent of the Holders of which is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences provided
for in this Indenture;




     (iv) modify or alter the provisions of the proviso to the definition of the term
“Outstanding Amount”;




     (v) reduce the percentage of the Outstanding Amount of the Class A Notes required to
direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property
pursuant to Section 5.4;




     (vi) modify any provision of this Section except to increase any percentage specified
herein or to provide that certain additional provisions of this Indenture or the Basic
Documents cannot be modified or waived without the consent of the Holder of each
Outstanding Note affected thereby;




     (vii) modify any of the provisions of this Indenture in such manner as to affect the
calculation of the amount of any payment of interest or principal due on any Note on any
Distribution Date (including the calculation of any of the individual components of such
calculation) or to affect the rights of the Holders of Class A Notes to the benefit of any
provisions for the mandatory redemption of the Class A Notes contained herein; or




     (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien
of this Indenture with respect to any part of the Trust Property or, except as otherwise
permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of
this Indenture on any property at any time subject hereto or deprive the Holder of any Note
of the security provided by the Lien of this Indenture.



          The Issuer may determine whether or not any Class A Notes would be affected by any
supplemental indenture and any such determination shall be conclusive upon the Holders of all Class
A Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.



          Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the Class A Insurer and the
Holders of the Class A Notes a copy of such supplemental indenture. Any failure



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of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.




     SECTION 9.3. Execution of Supplemental Indentures.


In executing, or permitting the additional trusts created by, any supplemental indenture permitted
by this Article IX or the modifications thereby of the trusts created by this Indenture, the Class
A Insurer and the Indenture Trustee shall be entitled to receive, and subject to Sections
6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by this Indenture.
The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental
indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under
this Indenture or otherwise.




     SECTION 9.4. Effect of Supplemental Indenture.


Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith with respect to the Class
A Notes affected thereby, and the respective rights, limitations of rights, obligations, duties,
liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the
Holders of the Class A Notes shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of
any such supplemental indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.




     SECTION 9.5. Reference in Class A Notes to Supplemental Indentures.


Class A Notes authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a
notation in form approved by the Indenture Trustee as to any matter provided for in such
supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Class A
Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any
such supplemental indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.




ARTICLE X




Redemption of Notes




     SECTION 10.1. Redemption.


The Class A Notes are subject to redemption in whole, but not in part, at the direction of the
Servicer pursuant to Section 10.01(a) of the Sale and Servicing Agreement, on any Distribution Date
on which the Servicer exercises its option to reacquire the Trust Property pursuant to Section
10.01(a) of the Sale and Servicing Agreement for a redemption price equal to the Redemption Price;
provided, however, that the Indenture Trustee on behalf of the Issuer has received
funds sufficient to pay the Redemption Price. The Issuer shall furnish the Class A Insurer and the
Rating Agencies notice of such redemption. If the Class A Notes are to be




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redeemed pursuant to this Section, the Issuer shall furnish notice of such election to the Class A
Insurer, the Trust Collateral Agent, the Swap Counterparty and the Indenture Trustee not later than
45 days prior to the Redemption Date and promptly upon giving such notice, the Issuer shall deposit
or cause to be deposited with the Indenture Trustee in the Class A Note Distribution Account the
Redemption Price of the Class A Notes to be redeemed whereupon all such Class A Notes shall be due
and payable on the Redemption Date, together with other amounts due and owing at such time under
the Basic Documents, upon the furnishing of a notice complying with Section 10.2 to each
Holder of Notes and the Class A Insurer.




     SECTION 10.2. Form of Redemption Notice.


Notice of redemption under Section 10.1 shall be given by the Indenture Trustee by
facsimile or by first-class mail, postage prepaid, transmitted or mailed prior to the applicable
Redemption Date to each Holder of the Class A Notes, as of the close of business on the Record Date
preceding the applicable Redemption Date, at such Holder’s address appearing in the Note Register.




     All notices of redemption shall state:



          (i) the Redemption Date;




          (ii) the Redemption Price;




          (iii) that the Record Date otherwise applicable to such Redemption Date is not
applicable and that payments shall be made only upon presentation and surrender of such
Class A Notes and the place where such Class A Notes are to be surrendered for payment of
the Redemption Price (which shall be the office or agency of the Issuer to be maintained as
provided in Section 2.7); and




          (iv) that interest on the Class A Notes shall cease to accrue on the Redemption Date.




     Notice of redemption of the Class A Notes shall be given by the Indenture Trustee in the name
and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to
any Holder of any Class A Note shall not impair or affect the validity of the redemption of any
other Note.



     SECTION 10.3. Class A Notes Payable on Redemption Date.


The Class A Notes to be redeemed shall, following notice of redemption as required by Section
10.2 (in the case of redemption pursuant to Section 10.1), on the Redemption Date
become due and payable at the Redemption Price and (unless the Issuer shall default in the payment
of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the
date to which accrued interest is calculated for purposes of calculating the Redemption Price.




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ARTICLE XI




Miscellaneous




     SECTION 11.1. Compliance Certificates and Opinions, etc.



     (a) Upon any application or request by the Issuer or the Class A Insurer to the Indenture
Trustee or the Trust Collateral Agent to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee, or the Trust Collateral Agent, as the case may be,
the Swap Counterparty and to the Class A Insurer, if such request is made by the Issuer, an
Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:




     (i) a statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein relating thereto;




     (ii) a statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to express an
informed opinion as to whether or not such covenant or condition has been complied with;
and




     (iii) a statement as to whether, in the opinion of each such signatory, such condition
or covenant has been complied with.



     (b) Prior to the deposit of any Collateral or other property or securities with the Trust
Collateral Agent that is to be made the basis for the release of any property or securities subject
to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee, the Class
A Insurer, the Swap Counterparty and the Trust Collateral Agent an Officer’s Certificate certifying
or stating the opinion of each person signing such certificate (which may be based upon a
certification of the Seller or the Servicer) as to the fair value (within 90 days of such deposit)
to the Issuer of the Collateral or other property or securities to be so deposited.



     (c) Whenever the Issuer is required to furnish to the Indenture Trustee, the Class A Insurer,
the Swap Counterparty and the Trust Collateral Agent an Officer’s Certificate certifying or stating
the opinion of any signer thereof as to the matters described in clause (b) above, the
Issuer shall also deliver to the Indenture Trustee, the Class A Insurer, the Swap Counterparty and
the Trust Collateral Agent an Independent Certificate as to the same matters, if the fair value to
the Issuer of the securities to be so deposited and of all other such securities made the basis of
any such withdrawal or release since the commencement of the then-current fiscal year of the
Issuer, as set forth in the certificates delivered pursuant to clause (b) above and this
clause (c), is 10% or more of the Outstanding Amount of the Class A Notes, but such a
certificate need not be furnished with respect to any securities so deposited, if the fair value
thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000.



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     (d) Other than with respect to the release of any Purchased Loans, whenever any property or
securities are to be released from the Lien of this Indenture, the Issuer shall also furnish to the
Trust Collateral Agent and the Class A Insurer an Officer’s Certificate certifying or stating the
opinion of each person signing such certificate as to the fair value (within 90 days of such
release) of the property or securities proposed to be released and stating that in the opinion of
such person the proposed release will not impair the security under this Indenture in contravention
of the provisions hereof.



     (e) Whenever the Issuer is required to furnish to the Indenture Trustee and the Class A
Insurer an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (d) above, the Issuer shall also furnish to the Trust
Collateral Agent and the Class A Insurer an Independent Certificate as to the same matters if the
fair value of the property or securities and of all other property other than Purchased Loans, or
securities released from the Lien of this Indenture since the commencement of the then current
calendar year, as set forth in the certificates required by clause (d) above and this
clause (e), equals 10% or more of the Outstanding Amount of the Notes, but such certificate
need not be furnished in the case of any release of property or securities if the fair value
thereof as set forth in the related Officer’s Certificate is less than $25,000.



     (f) Notwithstanding Section 2.9 or any other provision of this Section, the Issuer
may, without delivering any Officer’s Certificates or Independent Certificates (A) collect,
liquidate, sell or otherwise dispose of Contracts as and to the extent required by the Basic
Documents and (B) instruct the Trust Collateral Agent to make cash payments out of the Trust
Accounts as and to the extent permitted or required by the Basic Documents.



     SECTION 11.2. Form of Documents Delivered to Indenture Trustee.



     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



     Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which his or her certificate or opinion
is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Servicer, the Seller or the Issuer, stating that
the information with respect to such factual matters is in the possession of the Servicer, the
Seller or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters are erroneous.



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     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     Whenever in this Indenture, in connection with any application or certificate or report to the
Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is
intended that the truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts and opinions stated
in such document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to conclusively rely upon the truth
and accuracy of any statement or opinion contained in any such document as provided in Article
VI.



     SECTION 11.3. Acts of Noteholders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Class A Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Class A
Noteholders in person or by agents duly appointed in writing; and except as herein otherwise
expressly provided such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.
Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Class A Noteholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this
Section.



     (b) The fact and date of the execution by any person of any such instrument or writing may be
proved in any customary manner of the Indenture Trustee.



     (c) The ownership of Class A Notes shall be proved by the Note Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Class A Notes shall bind the Holder of every Class A Note issued upon the
registration thereof or in exchange therefor or in lieu thereof, in respect of anything done,
omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether
or not notation of such action is made upon such Class A Note.



     SECTION 11.4. Notices, etc. to Indenture Trustee, Class A Insurer, Issuer, Rating
Agencies and Swap Counterparty.


Any request, demand, authorization, direction, notice, consent, waiver or Act of Class A
Noteholders or other documents provided or permitted by this Indenture to be made upon, given or
furnished to or filed with:




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     (a) The Indenture Trustee by any Class A Noteholder, the Class A Insurer or by the Issuer
shall be sufficient for every purpose hereunder if personally delivered, delivered by overnight
courier, mailed certified mail, return receipt requested or by telecopy to: Wells Fargo Bank,
National Association, MAC #9311-161, Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479, Attention: Corporate Trust Services – Asset-Backed Administration, Telephone: (612)
667-8058, Telecopy: (612) 667-3464 and shall be deemed to have been duly given upon receipt to the
Indenture Trustee at its principal Corporate Trust Office;



     (b) The Issuer by the Indenture Trustee, the Class A Insurer or by any Class A Noteholder
shall be sufficient for every purpose hereunder if personally delivered, delivered by overnight
courier, mailed certified mail, return receipt requested or by telecopy to: Credit Acceptance
Corporation, Silver Triangle Building, 25505 West Twelve Mile Road, Suite 3000, Southfield,
Michigan 48034-8339, Attention: Wendy Rummler, Telephone: (248) 353-2700 (ext. 4217), Telecopy:
(866) 249-3138. The Issuer shall promptly transmit any notice received by it from the Class A
Noteholders to the Indenture Trustee and the Class A Insurer;



     (c) Notices required to be given to the Class A Insurer by the Issuer, the Indenture Trustee
or the Owner Trustee shall be in writing, personally delivered, delivered by overnight courier,
mailed certified mail, return receipt requested to the following address: XL Capital Assurance
Inc., Surveillance, 1221 Avenue of the Americas, New York, New York 10020;



     (d) Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee
or the Owner Trustee shall be in writing, electronically delivered, personally delivered, delivered
by overnight courier, or mailed certified mail, return receipt requested to the following
addresses: Moody’s Investors Service, Inc., via electronic delivery to ServicerReports@moodys.com
(or for any information not available in electronic format, send hard copies to: ABS Monitoring
Department, 99 Church Street, 4th Floor, New York, NY 10007); Standard & Poor’s Rating
Services, via electronic delivery to Servicer_reports@sandp.com (or for any information not
available in electronic format, send hard copies to: 55 Water Street, New York, New York 10041);
and



     (e) Notices required to be given to the Swap Counterparty by the Issuer, the Indenture Trustee
or the Owner Trustee shall be in writing, personally delivered, delivered by overnight courier,
mailed certified mail, return receipt requested to the following address: 301 South College Street,
DC-8, Charlotte, NC 28202, Attention: Derivatives Documentation Group;



or, in each case, to such other address as shall be designated by written notice from the
applicable notice party to the other parties.



     SECTION 11.5. Notices to Noteholders; Waiver.


Where this Indenture provides for notice to Class A Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid to each Class A Noteholder affected by such event, at his or her
address as it appears on the Note Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice. In any case where notice to Class A
Noteholders is




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given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to
any particular Class A Noteholder shall affect the sufficiency of such notice with respect to other
Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be
presumed to have been duly given.




     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders
when such notice is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.



     Where this Indenture provides for notice to the Rating Agency, failure to give such notice
shall not affect any other rights or obligations created hereunder, and shall not under any
circumstance constitute an Indenture Default or Indenture Event of Default.



     SECTION 11.6. Alternate Payment and Notice Provisions.


Notwithstanding any provision of this Indenture or any of the Class A Notes to the contrary, the
Issuer may enter into any agreement with any Holder of a Class A Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different
from the methods provided for in this Indenture for such payments or notices, provided that such
methods are reasonable and consented to by the Indenture Trustee (which consent shall not be
unreasonably withheld). The Issuer will furnish to the Indenture Trustee and the Class A Insurer a
copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to
be given in accordance with such agreements.




     SECTION 11.7. Effect of Headings and Table of Contents.


The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.




     SECTION 11.8. Successors and Assigns.


All covenants and agreements in this Indenture and the Class A Notes by the Issuer shall bind its
successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors.




     SECTION 11.9. Separability.


In case any provision in this Indenture or in the Class A Notes shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




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     SECTION 11.10. Benefits of Indenture.


Nothing in this Indenture or in the Class A Notes, express or implied, shall give to any Person,
other than the parties hereto, the Class A Insurer, the Swap Counterparty and their successors
hereunder, and the Class A Noteholders, and any other party secured hereunder, and any other person
with an Ownership interest in any part of the Trust Property, any benefit or any legal or equitable
right, remedy or claim under this Indenture.




     SECTION 11.11. Legal Holidays.


In any case where the date on which any payment is due shall not be a Business Day, then
(notwithstanding any other provision of the Class A Notes or this Indenture) payment need not be
made on such date, but may be made on the next succeeding Business Day with the same force and
effect as if made on the date an which nominally due, and no interest shall accrue for the period
from and after any such nominal date.




     SECTION 11.12. GOVERNING LAW.


THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE 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 11.13. Counterparts.


This Indenture may be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute but one and the same
instrument.




     SECTION 11.14. Recording of Indenture.


If this Indenture is subject to recording in any appropriate public recording offices, such
recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the
Indenture Trustee) to the effect that such recording is necessary either for the protection of the
Class A Noteholders or any other person secured hereunder or for the enforcement of any right or
remedy granted to the Indenture Trustee under this Indenture.




     SECTION 11.15. Trust Obligation.


No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer,
the Seller, the Owner Trustee, the Trust Collateral Agent or the Indenture Trustee on the Class A
Notes or under this Indenture or any certificate or other writing delivered in connection herewith
or therewith, against: (i) the Seller, the Indenture Trustee or the Trust Collateral Agent or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer,
the




- 61 -









 




Seller, the Servicer, the Indenture Trustee or the Trust Collateral Agent or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer or of any successor or
assign of the Seller, the Servicer, the Indenture Trustee or the Trust Collateral Agent or the
Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee or the Trust Collateral Agent and the Owner Trustee
have no such obligations in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.




     SECTION 11.16. No Petition.


Each of the Indenture Trustee, by entering into this Indenture, and each Class A Noteholder, by
accepting a Class A Note, hereby covenants and agrees that, until one year and one day after such
time as the Class A Notes issued under the Indenture are paid in full, it shall not: (i) institute
the filing of a bankruptcy petition against the Seller or the Issuer based upon any claim in its
favor arising hereunder or under the Basic Documents; (ii) file a petition or consent to a petition
seeking relief on behalf of the Seller or the Issuer under the Bankruptcy Law; or (iii) consent to
the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
the Seller or the Issuer or any portion of the property of the Seller or the Issuer. The parties
hereto agree that all obligations of the Issuer and the Seller are non-recourse to the Issuer and
the Seller except as specifically set forth in the Basic Documents.




     SECTION 11.17. Inspection.


The Issuer agrees that, on reasonable prior notice, it will permit any representative of the
Indenture Trustee or the Class A Insurer, during the Issuer’s normal business hours, to examine all
the books of account, records, reports, and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by independent certified public accountants, and to
discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and
independent certified public accountants, all at such reasonable times and as often as may be
reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in
confidence all such information except to the extent disclosure may be required by law or in
connection with litigation, and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder and under the Basic
Documents.




     SECTION 11.18. Maximum Interest Payable.


The Issuer, the Indenture Trustee and the Holders of the Class A Notes specifically intend and
agree to limit contractually the amount of interest payable under this Indenture, the Class A Notes
and all other instruments and agreements related hereto and thereto to the maximum amount of
interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of
this Indenture, the Class A Notes or any instrument pertaining to or relating to or executed in
connection with this Indenture or the Class A Notes shall ever be construed to create




- 62 -









 




a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in
excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer nor
any other party liable or to become liable hereunder, under the Class A Notes or under any other
instruments and agreements related hereto and thereto shall ever be liable for interest in excess
of the amount determined at such maximum rate, and the provisions of this Section shall control
over all other provisions of this Indenture, the Class A Notes or any other instrument pertaining
to or relating to the transactions herein or therein contemplated. If any amount of interest taken
or received by the Indenture Trustee or any Holder of a Class A Note shall be in excess of said
maximum amount of interest which, under applicable law, could lawfully have been collected by the
Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to
have been the result of a mathematical error by all parties hereto and shall be automatically
applied to the reduction of the principal amount owing under the Class A Notes or if such excessive
interest exceeds the unpaid principal balance of the Class A Notes, such excess shall be refunded
promptly by the Person receiving such amount to the party paying such amount. All amounts paid or
agreed to be paid in connection with such transactions which would under applicable law be deemed
“interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated
and spread throughout the stated term of the Indenture. “Applicable law” as used in this paragraph
means that law in effect from time to time which permits the charging and collection of the highest
permissible lawful, nonusurious rate of interest on the transactions herein contemplated including
laws of each State which may be held to be applicable and of the United States of America, and
“maximum rate” as used in this paragraph means, with respect to each of the Class A Notes, the
maximum lawful, nonusurious rates of interest (if any) which under applicable law may be charged to
the Issuer from time to time with respect to such Class A Notes.




     SECTION 11.19. No Legal Title in Holders.



     (a) No Holder of a Class A Note shall have legal title to any part of the Trust Property. No
transfer, by operation of law or otherwise, of any Note or other right, title and interest of any
Holder of a Class A Note in and to the Trust Property or hereunder shall operate to terminate this
Indenture or the trusts hereunder or entitle any successor or transferee of such Holder to an
accounting or to the transfer to it of legal title to any part of the Trust Property.



     (b) All of the rights of the Swap Counterparty in, to and under this Indenture (including, but
not limited to, all of the Swap Counterparty’s rights as a third-party beneficiary of this
Agreement and as a secured party under this Indenture and all of the Swap Counterparty’s rights to
receive notice of any action hereunder and to give or withhold consent to any action hereunder)
shall terminate upon the termination of the Swap Agreement in accordance with the terms thereof and
the indefeasible payment in full of all amounts owing to the Swap Counterparty.



     SECTION 11.20. Third Party Beneficiary.


The parties hereto acknowledge and agree that the Class A Insurer, the Swap Counterparty and the
Class A Noteholders are each an express third party beneficiary of this Indenture.




- 63 -









 





     SECTION 11.21. Multiple Roles.


The parties expressly acknowledge and consent to Wells Fargo Bank, National Association acting in
the possible dual capacity of successor Servicer and in the capacity as Indenture Trustee and Trust
Collateral Agent. Wells Fargo Bank, National Association may, in such dual capacity, discharge its
separate functions fully, without hindrance or regard to conflict of interest principles, duty of
loyalty principles or other breach of fiduciary duties to the extent that any such conflict or
breach arises from the performance by Wells Fargo Bank, National Association of express duties set
forth in this Indenture or any other Basic Document in any of such capacities, all of which
defenses, claims or assertions are hereby expressly waived by the other parties hereto except in
the case of negligence (other than errors in judgment) and willful misconduct by Wells Fargo Bank,
National Association.




[THIS SPACE LEFT INTENTIONALLY BLANK]




- 64 -









 





     IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly
executed by their respective officers, hereunto duly authorized, all as of the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	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:
	 	   /s/ Annette E. Morgan	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Annette E. Morgan	 	 
	 

	 	 	 	Title: Trust Officer	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Marianna C. Stershic	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Marianna C. Stershic	 	 
	 

	 	 	 	Title: Vice President	 	 






[Indenture Signature Page]





 











 





EXHIBIT A-1




FORM OF CLASS A-1A NOTE




SEE ATTACHED PAGES FOR CERTAIN DEFINITIONS




     UNLESS THIS CLASS A-1A NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-1A NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS CLASS A-1A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. ACCORDINGLY,
TRANSFER OF THIS CLASS A-1A NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE INDENTURE. BY
ITS ACCEPTANCE OF THIS CLASS A-1A NOTE THE HOLDER OF THIS CLASS A-1A NOTE IS DEEMED TO REPRESENT TO
THE SELLER AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED
INSTITUTIONAL BUYERS).



     NO SALE, PLEDGE OR OTHER TRANSFER OF A CLASS A-1A NOTE SHALL BE MADE UNLESS SUCH SALE, PLEDGE
OR OTHER TRANSFER IS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(B) FOR SO LONG AS THE CLASS A-1A NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT TO A PERSON THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IS MADE IN ACCORDANCE WITH SAID ACT AND THE APPLICABLE STATE
SECURITIES AND BLUE SKY LAWS. THE INDENTURE TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL TO BE
DELIVERED TO IT IN CONNECTION WITH ANY TRANSFER OF THE NOTES PURSUANT TO CLAUSES (A) OR (C) ABOVE.
ALL OPINIONS OF COUNSEL



A-1-1









 




REQUIRED IN CONNECTION WITH ANY TRANSFER SHALL BE BY COUNSEL REASONABLY ACCEPTABLE TO THE
INDENTURE TRUSTEE.




     EACH TRANSFEREE OF THIS CLASS A-1A NOTE IS DEEMED TO REPRESENT AND WARRANT THAT, WITH RESPECT
TO THE SOURCE OF FUNDS TO BE USED BY SUCH TRANSFEREE TO ACQUIRE THIS CLASS A-1A NOTE (THE “SOURCE”)
EITHER (A) SUCH SOURCE IS NOT, AND NONE OF ITS ASSETS CONSTITUTE ASSETS OF, AN “EMPLOYEE BENEFIT
PLAN” SUBJECT TO TITLE I ERISA, A “PLAN” TO WHICH SECTION 4975 OF THE CODE APPLIES OR A PLAN THAT
IS SUBJECT TO ANY SUBSTANTIALLY SIMILAR PROVISION OF ANY FEDERAL, STATE OR LOCAL LAW, OR A PERSON
USING ASSETS OF ANY SUCH PLAN, OR (B) THE ACQUISITION AND HOLDING OF THIS CLASS A-1A NOTE BY SUCH
SOURCE WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA, OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR PROVISION OF ANY
FEDERAL, STATE OR LOCAL LAW.



A-1-2









 





REGISTERED




CUSIP 22531QAA2




No. A-1




     THE PRINCIPAL OF THIS CLASS A-1A NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-1A NOTE AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ON THE FACE HEREOF.



CREDIT ACCEPTANCE AUTO DEALER LOAN TRUST 2007-2




6.16% CLASS A-1A ASSET BACKED NOTES




     Credit Acceptance Auto Dealer Loan Trust 2007-2, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIFTY MILLION
DOLLARS ($50,000,000) payable on each Distribution Date in an amount equal to the aggregate amount,
if any, payable from the Class A Note Distribution Account in respect of principal on the Class
A-1A Notes pursuant to Section 3.1 of the Indenture and Section 5.09 of the Sale and Servicing
Agreement until the Class A-1A Note Balance is reduced to zero; provided, however,
that the entire unpaid principal amount of this Class A-1A Note shall be due and payable on April
15, 2013 (the “Stated Final Maturity”). The Issuer will pay interest on this Class A-1A Note at
the rate per annum shown above (the “Class A-1A Note Rate”), which shall be due and payable on each
Distribution Date until the principal of this Class A-1A Note is paid, on the principal amount of
this Class A-1A Note outstanding on the last day of the immediately preceding Collection Period.
Interest on this Class A-1A Note will accrue for each Distribution Date from the preceding
Distribution Date to (or, in the case of the initial Distribution Date, from the Closing Date) but
excluding the current Distribution Date. Interest will be computed on the basis of a 360-day year
and twelve thirty day months.



     This Class A-1A Note is one of a duly authorized issue of notes of the Issuer, designated as
its 6.16% Class A-1A Asset Backed Notes (the “Class A-1A Notes”), issued under an Indenture dated
as of October 29, 2007 (such indenture, as supplemented or amended, is herein called the
“Indenture”), between the Issuer and Wells Fargo Bank, National Association, as indenture trustee
(the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Class A-1A Notes. The Class A-1A Notes are subject to all terms of the Indenture
and the Sale and Servicing Agreement. All terms used in this Class A-1A Note that are defined in
the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.



     The Class A-1A Notes are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.



A-1-3









 





     On each Distribution Date, Holders of the Class A-1A Notes will be entitled to the Class A-1A
Interest Distributable Amount and its Class A-1A Principal Distributable Amount in accordance with
the terms of the Indenture. “Distribution Date” means the fifteenth day of each month, or, if any
such date is not a Business Day, the next succeeding Business Day, commencing November 15, 2007.



     The Class A-1A Notes are entitled to the benefits of the Class A Note Insurance Policy issued
by XL Capital Assurance Inc. (the “Class A Insurer”). The Class A Insurer is obligated to pay in
accordance with the terms of the Class A Note Insurance Policy as described in the “Statement of
Insurance” attached hereto.



     As described above, the entire unpaid principal amount of this Class A-1A Note shall be due
and payable on the earlier of the Stated Final Maturity and the Redemption Date, if any, pursuant
to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Class A-1A Notes shall be due and payable if an Indenture Event of Default
shall have occurred and be continuing, and the Class A-1A Notes have been accelerated subject to
the terms of the Indenture.



     All principal payments on the Class A-1A Notes shall be made pro rata to the Class A
Noteholders entitled thereto.



     Upon written notice from the Issuer, the Indenture Trustee shall notify the Person in whose
name a Class A-1A Note is registered at the close of business on the Record Date preceding the
Distribution Date on which the Issuer expects that the final installment of principal of and
interest on such Class A-1A Note will be paid. Such notice shall be mailed or transmitted by
facsimile prior to such final Distribution Date and shall specify that such final installment will
be payable only upon presentation and surrender of such Class A-1A Note and shall specify the place
where such Class A-1A Note may be presented and surrendered for payment of such installment.
Notices in connection with purchases of Class A-1A Notes shall be mailed to Class A Noteholders as
provided in the Indenture.



     Distributions required to be made to Class A Noteholders on any Distribution Date shall be
made to each Class A Noteholder of record on the preceding Record Date either by wire transfer, in
immediately available funds, to the account of such Holder at a bank or other entity having
appropriate facilities therefor, if (i) such Class A Noteholder shall have provided to the Note
Registrar appropriate written instructions at least ten (10) Business Days prior to such
Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than
$25,000 and integral multiples of $1,000 or (ii) such Class A Noteholder is the Seller, or an
Affiliate thereof, or, if not, by check mailed to such Class A Noteholder at the address of such
holder appearing in the Note Register.



     The Issuer shall pay interest on overdue installments of interest on the Class A-1A Notes at
the Class A-1A Note Rate to the extent lawful.



     As provided in the Indenture, the Class A-1A Notes may be redeemed pursuant to Section
10.1 of the Indenture, in whole, but not in part, at the option of the Servicer, on any



A-1-4









 




Distribution Date on or after the date on which the Class A-1A Note Balance is less than or
equal to 15% of the initial Class A-1A Note Balance.




     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Class A-1A Note may be registered on the Note Register upon surrender of this
Class A-1A Note for registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, (i) accompanied by a written instrument of transfer in form satisfactory
to the Indenture Trustee and the Note Registrar duly executed by, the Holder hereof or his or her
attorney duly authorized in writing, and (ii) accompanied by such other documents as the Indenture
Trustee may require, and thereupon one or more new Class A-1A Notes of authorized denominations and
in the same aggregate principal amount will be issued to the designated transferee or transferees.
No service charge will be charged for any registration of transfer or exchange of this Class A-1A
Note, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such transfer or exchange of the
Class A-1A Notes.



     Each Noteholder, by acceptance of a Class A-1A Note covenants and agrees that no recourse may
be taken, directly or indirectly, with respect to the obligations of the Issuer, the Seller, the
Servicer, the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent under the
Indenture or any certificate or other writing delivered in connection herewith or therewith,
against (i) the Seller, the Servicer, the Indenture Trustee or the Trust Collateral Agent or the
Owner Trustee, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Issuer, the Seller, the Servicer, the
Indenture Trustee or the Trust Collateral Agent or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or
the Indenture Trustee or the Trust Collateral Agent or of any successor or assign of the Seller,
the Servicer, the Indenture Trustee, the Owner Trustee in its individual capacity, or the Trust
Collateral Agent except as any such Person may have expressly agreed (it being understood that the
Indenture Trustee or the Trust Collateral Agent and the Owner Trustee have no such obligations in
their individual capacity) and except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such entity.



     Each Class A Noteholder, by acceptance of a Class A-1A Note, covenants and agrees that by
accepting the benefits of the Indenture that such Class A Noteholder will not at any time institute
against the Seller or the Issuer or join in any institution against the Seller or the Issuer 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 Class A-1A Notes, the Indenture or the Basic Documents. In
addition, each Class A Noteholder, by acceptance of a Class A-1A Note, agrees to treat the Class
A-1A Notes as indebtedness of the Issuer.



     Prior to the due presentment for registration of transfer of this Class A-1A Note, the Issuer,
the Indenture Trustee, the Class A Insurer and the Note Registrar and any agent of the Issuer, the
Indenture Trustee, the Class A Insurer and the Note Registrar may treat the Person in whose name
this Class A-1A Note (as of the day of determination or as of such other date as may be specified
in the Indenture) is registered as the owner hereof for all purposes, whether or not



A-1-5









 




this Class A-1A Note be overdue, and neither the Issuer, the Indenture Trustee, the Note
Registrar, the Class A Insurer nor any such agent shall be bound by notice to the contrary.




     The term “Issuer” as used in this Class A-1A Note includes any successor to the Issuer under
the Indenture.



     The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Class A Insurer and the Holders of
Class A-1A Notes under the Indenture.



     The Class A-1A Notes are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.



     This Class A-1A Note and the Indenture shall be construed in accordance with the laws of the
State of New York, without reference to its conflict of law provisions, and the obligations, rights
and remedies of the parties hereunder and thereunder shall be determined in accordance with such
laws.



     No reference herein to the Indenture and no provision of this Class A-1A Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of and interest on this Class A-1A Note at the times, place, and rate, and in
the coin or currency herein prescribed.



     Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither U.S. Bank Trust National Association in its individual capacity,
any owner of a beneficial interest in the Issuer, nor any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Class A-1A Note or the Indenture, it being expressly understood
that said covenants, obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of the Issuer. The
Holder of this Class A-1A Note by the acceptance hereof agrees that except as expressly provided in
the Indenture or the Basic Documents, in the case of an Indenture Event of Default, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent recourse
to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Class A-1A Note.



     The principal of and interest on this Class A-1A Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Class A-1A Note shall be
applied first to interest due and payable on this Class A-1A Note as provided above and then to the
unpaid principal of this Class A-1A Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Class A-1A Note shall not be



A-1-6









 




entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.




A-1-7









 









     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.



	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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 under the Trust Agreement	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 
	 

	 	 	 	 	 	 	 	Title:	 
	 
	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	 	 






A-1-8









 






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Class A-1A Notes designated above and referred to in the within-mentioned
Indenture.



	 	 	 	 	 
	Date:	 	WELLS FARGO BANK, NATIONAL ASSOCIATION ,

	 	 	not in its individual capacity but solely as Indenture

	 	 	Trustee,
	 
	 	 	 	 
	 

	 	by:	 	 
	 

	 	 	 	 
	 	 	Authorized Signatory






A-1-9









 













ASSIGNMENT




Social Security or taxpayer I.D. or other identifying number of assignee




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

                    

        




(name and address of assignee)



the within Class A-1A Note and all rights thereunder, and hereby irrevocably constitutes and
appoints, attorney, to transfer said Class A-1A Note on the books kept for registration thereof,
with full power of substitution in the premises.




Dated:
                                       
                    
                    
 
                    
                    
                    

                 


        
1






 




			
	1	 	NOTE: The signature to this assignment must correspond
with the name of the registered owner as it appears on the face of the within
Class A-1A Note in every particular, without alteration, enlargement or any
change whatsoever.






A-1-10












 










STATEMENT OF INSURANCE




[Class A Note Insurance Policy]




A-1-11









 





EXHIBIT A-2




FORM OF CLASS A-1B NOTE




SEE ATTACHED PAGES FOR CERTAIN DEFINITIONS




     UNLESS THIS CLASS A-1B NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-1B NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS CLASS A-1B NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. ACCORDINGLY,
TRANSFER OF THIS CLASS A-1B NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE INDENTURE. BY
ITS ACCEPTANCE OF THIS CLASS A-1B NOTE THE HOLDER OF THIS CLASS A-1B NOTE IS DEEMED TO REPRESENT TO
THE SELLER AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED
INSTITUTIONAL BUYERS).



     NO SALE, PLEDGE OR OTHER TRANSFER OF A CLASS A-1B NOTE SHALL BE MADE UNLESS SUCH SALE, PLEDGE
OR OTHER TRANSFER IS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(B) FOR SO LONG AS THE CLASS A-1B NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT TO A PERSON THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IS MADE IN ACCORDANCE WITH SAID ACT AND THE APPLICABLE STATE
SECURITIES AND BLUE SKY LAWS. THE INDENTURE TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL TO BE
DELIVERED TO IT IN CONNECTION WITH ANY TRANSFER OF THE NOTES PURSUANT TO CLAUSES (A) OR (C) ABOVE.
ALL OPINIONS OF COUNSEL



A-2-1









 




REQUIRED IN CONNECTION WITH ANY TRANSFER SHALL BE BY COUNSEL REASONABLY ACCEPTABLE TO THE
INDENTURE TRUSTEE.




     EACH TRANSFEREE OF THIS CLASS A-1B NOTE IS DEEMED TO REPRESENT AND WARRANT THAT, WITH RESPECT
TO THE SOURCE OF FUNDS TO BE USED BY SUCH TRANSFEREE TO ACQUIRE THIS CLASS A-1B NOTE (THE “SOURCE”)
EITHER (A) SUCH SOURCE IS NOT, AND NONE OF ITS ASSETS CONSTITUTE ASSETS OF, AN “EMPLOYEE BENEFIT
PLAN” SUBJECT TO TITLE I ERISA, A “PLAN” TO WHICH SECTION 4975 OF THE CODE APPLIES OR A PLAN THAT
IS SUBJECT TO ANY SUBSTANTIALLY SIMILAR PROVISION OF ANY FEDERAL, STATE OR LOCAL LAW, OR A PERSON
USING ASSETS OF ANY SUCH PLAN, OR (B) THE ACQUISITION AND HOLDING OF THIS CLASS A-1B NOTE BY SUCH
SOURCE WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA, OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR PROVISION OF ANY
FEDERAL, STATE OR LOCAL LAW.



A-2-2









 





REGISTERED




CUSIP 22531QAB0




No. A-2




     THE PRINCIPAL OF THIS CLASS A-1B NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-1B NOTE AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ON THE FACE HEREOF.



CREDIT ACCEPTANCE AUTO DEALER LOAN TRUST 2007-2




LIBOR plus 1.75% CLASS A-1B ASSET BACKED NOTES




     Credit Acceptance Auto Dealer Loan Trust 2007-2, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIFTY MILLION
DOLLARS ($50,000,000) payable on each Distribution Date in an amount equal to the aggregate amount,
if any, payable from the Class A Note Distribution Account in respect of principal on the Class
A-1B Notes pursuant to Section 3.1 of the Indenture and Section 5.09 of the Sale and Servicing
Agreement until the Class A-1B Note Balance is reduced to zero; provided, however,
that the entire unpaid principal amount of this Class A-1B Note shall be due and payable on April
15, 2013 (the “Stated Final Maturity”). The Issuer will pay interest on this Class A-1B Note at
the rate per annum shown above (the “Class A-1B Note Rate”), which shall be due and payable on each
Distribution Date until the principal of this Class A-1B Note is paid, on the principal amount of
this Class A-1B Note outstanding on the last day of the immediately preceding Collection Period.
Interest on this Class A-1B Note will accrue for each Distribution Date from the preceding
Distribution Date to (or, in the case of the initial Distribution Date, from the Closing Date) but
excluding the current Distribution Date. Interest will be computed on the basis of the actual
number of days elapsed during the period for which interest is payable and a 360-day year.



     This Class A-1B Note is one of a duly authorized issue of notes of the Issuer, designated as
its LIBOR plus 1.75% Class A-1B Asset Backed Notes (the “Class A-1B Notes”), issued under an
Indenture dated as of October 29, 2007 (such indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as
indenture trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Holders of the Class A-1B Notes. The Class A-1B Notes are subject to all
terms of the Indenture and the Sale and Servicing Agreement. All terms used in this Class A-1B
Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.



A-2-3









 





     The Class A-1B Notes are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.



     On each Distribution Date, Holders of the Class A-1B Notes will be entitled to the Class A-1A
Interest Distributable Amount and its Class A-1A Principal Distributable Amount in accordance with
the terms of the Indenture. “Distribution Date” means the fifteenth day of each month, or, if any
such date is not a Business Day, the next succeeding Business Day, commencing November 15, 2007.



     The Class A-1B Notes are entitled to the benefits of the Class A Note Insurance Policy issued
by XL Capital Assurance Inc. (the “Class A Insurer”). The Class A Insurer is obligated to pay in
accordance with the terms of the Class A Note Insurance Policy as described in the “Statement of
Insurance” attached hereto.



     As described above, the entire unpaid principal amount of this Class A-1B Note shall be due
and payable on the earlier of the Stated Final Maturity and the Redemption Date, if any, pursuant
to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Class A-1B Notes shall be due and payable if an Indenture Event of Default
shall have occurred and be continuing, and the Class A-1B Notes have been accelerated subject to
the terms of the Indenture.



     All principal payments on the Class A-1B Notes shall be made pro rata to the Class A
Noteholders entitled thereto.



     Upon written notice from the Issuer, the Indenture Trustee shall notify the Person in whose
name a Class A-1B Note is registered at the close of business on the Record Date preceding the
Distribution Date on which the Issuer expects that the final installment of principal of and
interest on such Class A-1B Note will be paid. Such notice shall be mailed or transmitted by
facsimile prior to such final Distribution Date and shall specify that such final installment will
be payable only upon presentation and surrender of such Class A-1B Note and shall specify the place
where such Class A-1B Note may be presented and surrendered for payment of such installment.
Notices in connection with purchases of Class A-1B Notes shall be mailed to Class A Noteholders as
provided in the Indenture.



     Distributions required to be made to Class A Noteholders on any Distribution Date shall be
made to each Class A Noteholder of record on the preceding Record Date either by wire transfer, in
immediately available funds, to the account of such Holder at a bank or other entity having
appropriate facilities therefor, if (i) such Class A Noteholder shall have provided to the Note
Registrar appropriate written instructions at least ten (10) Business Days prior to such
Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than
$25,000 and integral multiples of $1,000 or (ii) such Class A Noteholder is the Seller, or an
Affiliate thereof, or, if not, by check mailed to such Class A Noteholder at the address of such
holder appearing in the Note Register.



     The Issuer shall pay interest on overdue installments of interest on the Class A-1B Notes at
the Class A-1B Note Rate to the extent lawful.



A-2-4









 





     As provided in the Indenture, the Class A-1B Notes may be redeemed pursuant to Section
10.1 of the Indenture, in whole, but not in part, at the option of the Servicer, on any
Distribution Date on or after the date on which the Class A-1B Note Balance is less than or equal
to 15% of the initial Class A-1B Note Balance.



     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Class A-1B Note may be registered on the Note Register upon surrender of this
Class A-1B Note for registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, (i) accompanied by a written instrument of transfer in form satisfactory
to the Indenture Trustee and the Note Registrar duly executed by, the Holder hereof or his or her
attorney duly authorized in writing, and (ii) accompanied by such other documents as the Indenture
Trustee may require, and thereupon one or more new Class A-1B Notes of authorized denominations and
in the same aggregate principal amount will be issued to the designated transferee or transferees.
No service charge will be charged for any registration of transfer or exchange of this Class A-1B
Note, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such transfer or exchange of the
Class A-1B Notes.



     Each Noteholder, by acceptance of a Class A-1B Note covenants and agrees that no recourse may
be taken, directly or indirectly, with respect to the obligations of the Issuer, the Seller, the
Servicer, the Owner Trustee, the Indenture Trustee or the Trust Collateral Agent under the
Indenture or any certificate or other writing delivered in connection herewith or therewith,
against (i) the Seller, the Servicer, the Indenture Trustee or the Trust Collateral Agent or the
Owner Trustee, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Issuer, the Seller, the Servicer, the
Indenture Trustee or the Trust Collateral Agent or the Owner Trustee in its individual capacity,
any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or
the Indenture Trustee or the Trust Collateral Agent or of any successor or assign of the Seller,
the Servicer, the Indenture Trustee, the Owner Trustee in its individual capacity, or the Trust
Collateral Agent except as any such Person may have expressly agreed (it being understood that the
Indenture Trustee or the Trust Collateral Agent and the Owner Trustee have no such obligations in
their individual capacity) and except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such entity.



     Each Class A Noteholder, by acceptance of a Class A-1B Note, covenants and agrees that by
accepting the benefits of the Indenture that such Class A Noteholder will not at any time institute
against the Seller or the Issuer or join in any institution against the Seller or the Issuer 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 Class A-1B Notes, the Indenture or the Basic Documents. In
addition, each Class A Noteholder, by acceptance of a Class A-1B Note, agrees to treat the Class
A-1B Notes as indebtedness of the Issuer.



     Prior to the due presentment for registration of transfer of this Class A-1B Note, the Issuer,
the Indenture Trustee, the Class A Insurer and the Note Registrar and any agent of the Issuer, the
Indenture Trustee, the Class A Insurer and the Note Registrar may treat the Person in



A-2-5









 





whose name this Class A-1B Note (as of the day of determination or as of such other date as
may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or
not this Class A-1B Note be overdue, and neither the Issuer, the Indenture Trustee, the Note
Registrar, the Class A Insurer nor any such agent shall be bound by notice to the contrary.



     The term “Issuer” as used in this Class A-1B Note includes any successor to the Issuer under
the Indenture.



     The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Class A Insurer and the Holders of
Class A-1B Notes under the Indenture.



     The Class A-1B Notes are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.



     This Class A-1B Note and the Indenture shall be construed in accordance with the laws of the
State of New York, without reference to its conflict of law provisions, and the obligations, rights
and remedies of the parties hereunder and thereunder shall be determined in accordance with such
laws.



     No reference herein to the Indenture and no provision of this Class A-1B Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of and interest on this Class A-1B Note at the times, place, and rate, and in
the coin or currency herein prescribed.



     Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither U.S. Bank Trust National Association in its individual capacity,
any owner of a beneficial interest in the Issuer, nor any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Class A-1B Note or the Indenture, it being expressly understood
that said covenants, obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of the Issuer. The
Holder of this Class A-1B Note by the acceptance hereof agrees that except as expressly provided in
the Indenture or the Basic Documents, in the case of an Indenture Event of Default, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent recourse
to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Class A-1B Note.



     The principal of and interest on this Class A-1B Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Class A-1B Note shall be
applied first to interest due and payable on this Class A-1B Note as provided above and then to the
unpaid principal of this Class A-1B Note.




A-2-6











 





     Unless the certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Class A-1B Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any
purpose.



A-2-7









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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 under the Trust Agreement	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:

Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated: 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





A-2-8









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Class A-1B Notes designated above and referred to in the within-mentioned
Indenture.



	 	 	 	 	 	 	 
	Date:	 	WELLS FARGO BANK, NATIONAL ASSOCIATION , not in its individual

capacity but solely as Indenture Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	by:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Authorized Signatory	 	 






A-2-9









 









ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee




	 	 	 
	 

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

	 	 




(name and address of assignee)



the within Class A-1B Note and all rights thereunder, and hereby irrevocably constitutes and
appoints, attorney, to transfer said Class A-1B Note on the books kept for registration thereof,
with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated:

	 	 	 	 
	 	2
	 

	 	 
	 	 	 	 







 




			
	2	 	NOTE: The signature to this assignment must correspond
with the name of the registered owner as it appears on the face of the within
Class A-1B Note in every particular, without alteration, enlargement or any
change whatsoever.






A-2-10












 





STATEMENT OF INSURANCE




[Class A Note Insurance Policy]




A- 2 -11 









 





EXHIBIT B

FORM OF TRANSFEREE REPRESENTATION LETTER




Date: ___________




Credit Acceptance Corporation

Silver Triangle Building

25505 West Twelve Mile Road

Suite 3000

Southfield, Michigan 48034-8339




Wells Fargo Bank, National Association

MAC #9311-161

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479



Re: Credit Acceptance Auto Dealer Loan Trust 2007-2, $50,000,000 Class A-1A Asset Backed Notes
and $50,000,000 Class A-1B Asset Backed Notes



Ladies and Gentlemen:




          In connection with our acquisition of the above Class A-1A Asset Backed Notes (“Class A-1A
Notes”) and/or Class A-1B Asset Backed Notes (“Class A-1B Notes”, and together with the
Class A-1A Notes, the “Class A Notes”) we certify that: (a) we understand that the Class A
Notes have not been and will not be registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws, are being transferred to us in a
transaction that is exempt from the registration requirements of the Securities Act and any such
laws and the Class A Notes are being transferred to it in a transaction not involving any public
offering within the meaning of the Securities Act; (b) we have such knowledge and experience in
financial and business matters, and we are a sophisticated institutional investor capable of
evaluating the merits and risks of investments in the Class A Notes; (c) we are aware that we (or
any investor account on behalf of which the Class A Notes may be purchased) may be required to bear
the economic risk of an investment in the Class A Notes for an indefinite period of time, and we
are (or such account is) able to bear such risk for an indefinite period; (d) we have received and
reviewed a copy of the Private Placement Memorandum, dated October 22, 2007, relating to the Class
A Notes, and we have had the opportunity to ask questions of and receive answers from the Issuer
concerning the purchase of the Class A Notes and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Class A Notes; (e) we represent and
warrant that, with respect to the source of funds to be used by us to acquire the Class A Notes
(the “Source”) either (i) such source is not, and none of its assets constitute assets of, an
“employee benefit plan” subject to Title I of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), a “plan” to which Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”) applies or a plan that is subject to any substantively similar provision of
any federal, state or local law, or a person using assets of any such plan or (ii) the acquisition
and holding of the Class A Notes by such Source will not




B- 1









 




constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, or
Section 4975 of the Code or a violation of any substantively similar provision of any federal,
state or local law; (f) we have not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Class A Notes, any interest in the Class A Notes or any
other similar security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Class A Notes, any interest in the Class A Notes or any other similar security
from, or otherwise approached or negotiated with respect to the Class A Notes, any interest in the
Class A Notes or any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Class A Notes under the Securities Act or that would
render the disposition of the Class A Notes a violation of Section 5 of the Securities Act or
require registration pursuant thereto, nor will we act, nor have we authorized or will we authorize
any person to act, in such manner with respect to the Class A Notes; (g) we are (i) a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act (“Rule 144A”) and are
acquiring the Class A Notes for our own institutional account or for the account or accounts of a
qualified institutional buyer or (ii) purchasing the Class A Notes in a transaction exempt from
registration under the Securities Act and in compliance with the provisions of the Indenture and in
compliance with the legends placed on the Class A Notes; and have completed the form of
certification to that effect attached hereto as Annex 1; and (h) we have had the opportunity to ask
questions and request information regarding the Class A Notes, and we have received responses
satisfactory to us.




          We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the
Class A Notes for our own account or for resale pursuant to Rule 144A and further understand that
such Class A Notes may be resold, pledged or transferred only in accordance with applicable state
securities laws and (i) in a transaction meeting the requirements of Rule 144A, to a person
reasonably believed to be a qualified institutional buyer that purchases for its own account (or
for the account or accounts of a qualified institutional buyer) and to whom notice is given that
the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) (A) to a person that
is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated
pursuant to the Securities Act, is taking delivery of such Class A Notes in an amount of at least
$250,000, and delivers an Investment Letter to the Indenture Trustee or (B) to a person that is
taking delivery of such Class A Notes pursuant to a transaction that is otherwise exempt from
registration requirements under the Securities Act, as confirmed in an opinion of counsel.





                          The Purchaser is a “U.S. Person” and it has attached hereto an Internal
Revenue Service (“IRS”) Form W-9 (or successor form).*




                          The Purchaser is not a “U.S. Person” and under applicable law in effect on
the date hereof, no Taxes will be required to be withheld by the Note Registrar (or
its agent) with respect to Distributions to be made on the Note(s). The Purchaser
has attached hereto either (i) a duly executed IRS Form W 8BEN (or successor form),
which identifies such Purchaser as the beneficial owner of the Note(s) and states
that such Purchaser is not a U.S. Person or (ii) two duly executed copies of IRS
Form W-8ECI (or successor form), which identify such



A-2-2









 







Purchaser as the beneficial owner of the Note(s) and state that interest and
original issue discount on the Class A Notes is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the
Note Registrar updated IRS Forms W-8BEN or IRS Forms W-8ECI, as the case may be, any
applicable successor IRS forms, or such other certifications as the Note Registrar
may reasonably request, on or before the date that any such IRS form or
certification expires or becomes obsolete, or promptly after the occurrence of any
event requiring a change in the most recent IRS form of certification furnished by
it to the Note Registrar.*



          For this purpose, “U.S. Person” means a citizen or resident of the United States, a
corporation or partnership created or organized in or under the laws of the United States, any
state thereof or the District of Columbia (unless, in the case of a partnership, regulations are
adopted that provide otherwise), including an entity treated as a corporation or partnership for
federal income tax purposes, an estate the income of which is subject to U.S. federal income
taxation regardless of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or more such United
States persons have the authority to control all substantial decisions of such trust (or, to the
extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996
which are eligible to elect to be treated as U.S. Persons).




          We acknowledge that restrictive legends have been placed on our Class A Notes relating to the
foregoing and we not in violation thereof; and we understand the above addressees and others are
relying on our acknowledgments, representations, warranties or agreements in this letter and agree
to promptly notify such addressees if any of the acknowledgments, representations, warranties or
agreements made or deemed to have been made by us in connection with our purchase of the Class A
Notes are no longer accurate.




[SIGNATURE PAGE IMMEDIATELY FOLLOWS]






 




			
	*	 	Select the applicable paragraph.




A-2-3









 










	 	 	 	 	 
	 	Very truly yours,





[                                        ]

 	 
	 	By:  	 	 
	 	 	Name:  	       	 
	 	 	Title:  	       	 



A-2-4









 






	 	 	 	 	 



ANNEX 1




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




[For Transferees Other Than Registered Investment Companies]



The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A
Transferee Certificate to which this certification relates with respect to the Class A-1A Notes and
the Class A-1B Notes described therein:



1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice
President or other executive officer of the Buyer.



2. In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” within
the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”),
because (i) the Buyer owned and/or invested on a discretionary basis $10,000,000.003 in
securities (except for the excluded securities referred to below) as of the end of the Buyer’s most
recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer
satisfies the criteria in the category marked below.





	 	 	 	Corporation, etc. The Buyer is a corporation (other
than a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501(c) (3) of the Internal Revenue Code of
1986, as amended.
	 
	 	 	 	Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any state or territory of the United
States or the District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial banking
commission or similar official or is a foreign bank or equivalent institution,
and (b) has an audited net worth of at least $25,000,000.00 as demonstrated in
its latest annual financial statements, a copy of which is attached
hereto.
	 
	 	 	 	Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a state
or federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution, and (b) has an
audited net worth of at least $25,000,000.00 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
	 
	 	 	 	Broker dealer. The Buyer is a dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.







 




			
	3	 	Buyer must own and/or invest on a discretionary basis
at least $100,000,000.00 in securities unless Buyer is a dealer, and, in that
case, Buyer must own and/or invest on a discretionary basis at least
$10,000,000.00 in securities.




 









 












	 	 	 	Insurance Company. The Buyer is an insurance company
whose primary and predominant business activity is the writing of insurance or
the reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar official or
agency of a state or territory of the United States or the District of
Columbia.
	 
	 	 	 	State or Local Plan. The Buyer is a plan established
and maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the benefit of
its employees.
	 
	 	 	 	ERISA Plan. The Buyer is an employee benefit plan
within the meaning of Title I of the Employee Retirement Income Security Act of
1974, as amended.
	 
	 	 	 	Investment Advisor. The Buyer is an investment
advisor registered under the Investment Advisors Act of 1940, as amended.
	 
	 	 	 	Small Business Investment Company. The Buyer is a
small business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958.
	 
	 	 	 	Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of the Investment Advisors
Act of 1940, as amended.
	 
	 	 	 	Other. The Buyer is an entity all of the equity
holders of which are qualified institutional buyers.




3. The term “securities” as used herein does not include (i) securities of issuers that are
affiliated with the Buyer; (ii) securities that are part of an unsold allotment to or subscription
by the Buyer, if the Buyer is a dealer; (iii) securities issued or guaranteed by the United States
or any instrumentality thereof; (iv) bank deposit notes and certificates of deposit; (v) loan
participations; (vi) repurchase agreements; (vii) securities owned but subject to a repurchase
agreement; and (viii) currency, interest rate and commodity swaps.



4. For purposes of determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did
not include any of the securities referred to in the preceding paragraph, except (i) where the
Buyer reports its securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those securities has been
published. If clause (ii) in the preceding sentence applies, the securities may be valued at
market. Further, in determining such aggregate amount, the Buyer may have included securities
owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer
in its financial statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Buyer’s direction. However, such
securities were not included if the Buyer is a majority owned,
consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of
1934, as amended.



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5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it
and other parties related to the Class A-1A Notes and the Class A-1B Notes are relying and will
continue to rely on the statements made herein because one or more sales to the Buyer may be in
reliance on Rule 144A.



6. Until the date of purchase of the Class A-1A Notes and the Class A-1B Notes, the Buyer will
notify each of the parties to which this certification is made of any changes in the information
and conclusions herein. Until such notice is given, the Buyer’s purchase of the Class A-1A Notes
and the Class A-1B Notes will constitute a reaffirmation of this certification as of the date of
such purchase. In addition, if the Buyer is a bank or savings and loan as provided above, the
Buyer agrees that it will furnish to such parties updated annual financial statements promptly
after they become available.




[SIGNATURE PAGE IMMEDIATELY FOLLOWS]




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	 	[                                        ]

 	 
	 	By:  	 	 
	 	 	Name:  	       	 
	 	 	Title:  	       	 
	 




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SCHEDULE A

to Indenture




Perfection Representations, Warranties And Covenants





     In addition to the representations, warranties and covenants contained in the Indenture, the
Issuer hereby represents, warrants, and covenants to the Trust, the Trust Collateral Agent and the
Indenture Trustee as follows on the Closing Date and on each Distribution Date on which the Trust
purchases Dealer Loans, in each case only with respect to the Collateral pledged to the Indenture
Trustee on the Closing Date or the relevant Distribution Date:



General



1. The Indenture creates a valid and continuing security interest (as defined in UCC Section 9-102)
in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other
Liens, and is enforceable as such as against creditors of and purchasers from and assignees of the
Trust.



2. Each Contract constitutes “tangible chattel paper” or a “payment intangible”, within the meaning
of UCC Section 9-102. Each Dealer Loan constitutes a “payment intangible” or a “general
intangible” within the meaning of UCC Section 9-102.



3. Each Dealer Agreement constitutes either a “general intangible” or “tangible chattel paper”
within the meaning of UCC Section 9-102.



4. The Trust has taken or will take all necessary actions with respect to the Dealer Loans to
perfect the security interest of the Indenture Trustee in the Dealer Loans and in the property
securing the Dealer Loans.




Creation



1. The Trust owns and has good and marketable title to the Collateral, free and clear of any Lien,
claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar
governmental charges or levies incurred in the ordinary course of business that are not yet due and
payable or as to which any applicable grace period shall not have expired, or that are being
contested in good faith by proper proceedings and for which adequate reserves have been
established, but only so long as foreclosure with respect to such a lien is not imminent and the
use and value of the property to which the Lien attaches is not impaired during the pendency of
such proceeding.



Perfection



1. The Trust has caused or will have caused, within ten days after the effective date of the
Indenture, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest in the
Collateral granted to the Indenture Trustee under the Indenture.




 









 




2. With respect to Collateral that constitutes tangible chattel paper, such tangible chattel paper
is in the possession of the Servicer, in its capacity as custodian for the Trust and the Trust
Collateral Agent, and the Trust Collateral Agent has received a written acknowledgment from the
Servicer, in its capacity as custodian, that it is holding such tangible chattel paper solely on
its behalf and for the benefit of the Trust Collateral Agent, the Seller, the Trust and the
relevant Dealer(s). All financing statements filed or to be filed against the Trust in favor of
the Indenture Trustee in connection with this Indenture describing the Trust Property contain a
statement to the following effect: “A purchase of or security interest in any collateral described
in this financing statement will violate the rights of the Secured Party.”




Priority



1. Other than the security interest granted to the Indenture Trustee pursuant to the Indenture, the
Trust has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of
the Trust Property. None of the Originator, the Servicer nor the Seller has authorized the filing
of, or is aware of any financing statements against either the Seller, the Originator or the Trust
that includes a description of the Collateral and proceeds related thereto other than any financing
statement: (i) relating to the sale of the Originator Property by the Originator to the Seller
under the Contribution Agreement; (ii) relating to the security interest granted to the Trust under
the Sale and Servicing Agreement; (iii) relating to the security interest granted to the Indenture
Trustee under the Indenture; or (iv) that has been terminated or amended to reflect a release of
the Collateral.



2. Neither the Seller, the Originator nor the Trust is aware of any judgment, ERISA or tax lien
filings against either the Seller, the Originator or the Trust.



3. None of the tangible chattel paper that constitutes or evidences the Contracts or the Dealer
Agreements has any marks or notations indicating that it has been pledged, assigned or otherwise
conveyed to any Person other than the Originator, the Servicer, the Seller, the Trust, a collection
agent or the Indenture Trustee.




Survival of Perfection Representations



1. Notwithstanding any other provision of the Agreement, the Contribution Agreement, the Indenture
or any other Basic Document, the Perfection Representations, Warranties and Covenants contained in
this Schedule shall be continuing, and remain in full force and effect (notwithstanding any
replacement of the Servicer or termination of Servicer’s rights to act as such) until such time as
all obligations under the Sale and Servicing Agreement, Contribution Agreement and the Indenture
have been finally and fully paid and performed.




No Waiver



1. The parties hereto: (i) shall not, without obtaining a confirmation of the then-current ratings
of the Class A Notes (without giving effect to the Class A Note Insurance Policy), waive any of the
Perfection Representations, Warranties or Covenants; (ii) shall provide the Rating Agencies with
prompt written notice of any breach of the Perfection Representations, Warranties or Covenants, and
shall not, without obtaining a confirmation of the then-current rating of the Class A Notes
(without giving effect to the Class A Note Insurance Policy) as determined after


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any adjustment or withdrawal of the ratings following notice of such breach, waive a breach of any
of the Perfection Representations, Warranties or Covenants.





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