EX-4.(f)(142)






SALE AND CONTRIBUTION AGREEMENT




This SALE AND CONTRIBUTION AGREEMENT, dated as of November 4, 2010 (the “Agreement”),
is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation (“CAC”) and CREDIT
ACCEPTANCE FUNDING LLC 2010-1, a Delaware limited liability company (“Funding”).



Funding desires to acquire from time to time certain Loans and related rights and collateral,
including certain of CAC’s rights in any related Dealer Agreements and Purchase Agreements, all of
the related Contracts, and the Collections (other than Dealer Collections) derived therefrom during
the full term of this Agreement, and CAC desires to transfer, convey and assign from time to time
such Loans and related property to Funding upon the terms and conditions hereinafter set forth.
CAC has also agreed to service the Loans and related property to be transferred, conveyed and
assigned to Funding.



In consideration of the premises and the mutual agreements set forth herein, it is hereby
agreed by and between CAC and Funding as follows:



ARTICLE I

DEFINITIONS




SECTION 1.1. Definitions. Capitalized terms used herein shall have the respective
meanings specified herein or, if not so specified, the respective meanings specified in, or
incorporated by reference into, the Sale and Servicing Agreement or the Indenture, as applicable,
and shall include in the singular number the plural and in the plural number the singular:



“Conveyed Property” means the Initial Conveyed Property and the Subsequent Conveyed
Property.



“Initial Conveyed Property” means (i) the Loans listed on Exhibit A hereto delivered
to the Servicer, the Backup Servicer and the Trust Collateral Agent on the Closing Date and (ii)
all Related Security with respect thereto.



“Related Security” With respect to any Loan all of CAC’s interest in:



(i) all rights under the Dealer Agreements and Purchase Agreements related thereto other than
the Excluded Dealer Agreement Rights, including CAC’s right to service the Loans and the related
Contracts and to receive the related servicing fees and reimbursement of certain recovery and
repossession expenses, in accordance with the terms of the Dealer Agreements and Purchase
Agreements; (ii) Collections (other than Dealer Collections) after the applicable Cut-off Date;
(iii) a security interest in each Contract securing each Dealer Loan and an ownership interest in
each Contract evidencing a Purchased Loan; (iv) all records and documents relating to such Loans
and the Contracts; (v) all security interests purporting to secure payment of such Loans; (vi) all
security interests purporting to secure payment of each Contract (including a security interest in
each Financed Vehicle); (vii) all guarantees, insurance (including insurance insuring the priority
or perfection of any Contract) or other agreements or arrangements securing the Contracts; and
(viii) all Proceeds of the foregoing.



For the avoidance of doubt, the term “Related Security” with respect to any Loan includes all
rights arising under such Loan which rights are attributable to advances made under such Loan as
the result of Contracts being added to the identifiable group of Contracts to which such Loan
relates after the date such Loan was sold, and not otherwise included in Subsequent Conveyed
Property, including all such rights arising after the last day of the last full Collection Period
during the Revolving Period.



“Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement dated as of
the Closing Date among CAC, Funding, Credit Acceptance Auto Loan Trust 2010-1, as the Issuer, Wells
Fargo Bank, National Association, as the Trust Collateral Agent, Indenture Trustee and Backup
Servicer.



“Subsequent Conveyed Property” means, with respect to any Distribution Date, (i) the
Loans added to Exhibit A hereto as of such Distribution Date and (ii) all Related Security with
respect thereto.



SECTION 1.2. Other Terms. All accounting terms not specifically defined herein shall
be construed in accordance with GAAP. All terms used in Article 9 of the UCC, and not specifically
defined herein, are used herein as defined in such Article 9.



SECTION 1.3. Computation of Time Periods. Unless otherwise stated in this Agreement,
in the computation of a period of time from a specified date to a later specified date, the word
“from” means “from and including” and the words “to” and “until” each means “to but excluding.”



ARTICLE II

CONTRIBUTION AND SALE OF LOANS




SECTION 2.1 Contribution and Sale of Loans. (a) In consideration of the payments
described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell
and transfer to Funding, without recourse, except as set forth herein, all of its right, title and
interest in and to the Initial Conveyed Property.



(b) CAC hereby further agrees that on each Distribution Date during the Revolving Period, in
consideration of the payment described in Section 3.1 with respect to such Distribution Date, CAC
shall, and CAC does hereby agree to convey, assign, sell and transfer to Funding, without recourse,
except as set forth in this Agreement, all of its right, title and interest in and to the
Subsequent Conveyed Property with respect to such Distribution Date.



(c) CAC hereby further agrees that the above-described conveyances shall, without the need for
any further action on the part of CAC or Funding, include all rights arising after the end of the
Revolving Period under any Dealer Loan included in the Initial Conveyed Property and Subsequent
Conveyed Property, including, without limitation, a security interest in each Contract securing
such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the
result of Contracts being added after the last day of the last full Collection Period during the
Revolving Period to the identifiable group of Contracts to which such Dealer Loan relates.



(d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an
assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other
Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or
other agreement and instrument relating to the Loans.



(e) In connection with any such foregoing conveyance, CAC agrees to record and file on or
prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes
the filing of any continuation statements and amendments with respect thereto) with respect to the
Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in
such manner and in such jurisdictions as are necessary to perfect the interests of Funding created
hereby, and to deliver either the originals of such financing statements or a file-stamped copy of
such financing statements or other evidence of such filings to Funding on the Closing Date.



(f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver
all instruments and documents and take all actions as may be necessary or as Funding may reasonably
request in order to perfect or protect the interest of Funding in the Loans and other Conveyed
Property purchased hereunder or to enable Funding to exercise or enforce any of its rights
hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding
shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and
permitted to file continuation statements and amendments to financing statements and assignments
thereof to preserve and protect its right, title and interest in, to and under the Conveyed
Property.



(g) It is the express intent of CAC and Funding that the conveyance of the Loans and other
Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and
conveyance of all of CAC’s right, title and interest in and to such Loans and other Conveyed
Property to Funding and that CAC relinquishes control over and all rights, title and interest
(legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each
such Conveyed Property under this Agreement (except to the extent CAC acts as the Servicer of the
Loans). Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant
of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of
a consensual lien securing an obligation. However, notwithstanding the express intent of the
parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for
any purpose characterized as a collateral transfer for security or the transaction is characterized
as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a
security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the
conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to
Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s
right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC
to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the
extent consistent with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create such a security interest in the Loans and other Conveyed
Property, such security interest would be a perfected security interest in favor of Funding under
applicable law and will be maintained as such throughout the term of this Agreement.



(h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date,
one or more computer files or microfiche lists containing true and complete lists of all Dealer
Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts
securing or evidencing all such Loans, identified by account number, dealer number and pool number.
Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as
confidential and proprietary, and is hereby incorporated into and made a part of this Agreement.
Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period
on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A
will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding
hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related
Purchase Agreements and all Contracts securing or evidencing all such Loans. Such updated Exhibit
A shall be deemed to replace any existing Exhibit A as of such Distribution Date.



(i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its
internal non-consolidated financial statements and on any applicable non-consolidated state tax
returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will
reflect this transaction on its consolidated financial statements as an “on-balance sheet” item in
accordance with generally accepted accounting principles. CAC will present the data in its
consolidated financial statements with an accompanying footnote describing Funding’s separate
existence and stating that such item is a financing secured by the Loans and is non-recourse to
CAC.



SECTION 2.2. Servicing of Loans. The servicing, administering and collection of the
Loans shall be conducted by the Servicer then authorized to act as such under the Sale and
Servicing Agreement.



ARTICLE III

CONSIDERATION AND PAYMENT




SECTION 3.1. Consideration. The consideration for the Loans and other Conveyed
Property conveyed on the Closing Date to Funding by CAC under this Agreement shall be an amount
equal to the net cash proceeds received by Funding arising out of its conveyance on the Closing
Date of Conveyed Property to the Issuer under the Sale and Servicing Agreement, plus 100% of the
sole membership interest in Funding. Thereafter, on each Distribution Date in the Revolving Period,
the consideration for the Loans and other Conveyed Property conveyed on such Distribution Date will
equal the Aggregate Outstanding Net Eligible Loan Balance of such Loans as of such Distribution
Date. Such consideration shall be payable (i) in cash in the amount to be paid by the Issuer
pursuant to Section 5.08(v) of the Sale and Servicing Agreement and (ii) an increase in the value
attributable to CAC’s membership interest in Funding (which constitutes and will constitute all of
the equity interests issued by Funding) as a result of the conveyance of such Loans and other
Conveyed Property.



SECTION 3.2. Membership Interest. The membership interest of CAC in Funding shall
arise on the Closing Date. Such membership interest may not be sold or otherwise transferred by CAC
except as otherwise permitted in the Sale and Servicing Agreement.



1



ARTICLE IV

REPRESENTATIONS AND WARRANTIES




SECTION 4.1. Representations and Warranties. CAC represents and warrants to Funding,
as of the Closing Date and each Distribution Date during the Revolving Period on which Funding
purchases the Subsequent Conveyed Property, as the case may be, and, in the case of the
representations and warranties made pursuant to Sections 4.1(h), (i), (j), (k), (l), (m), (n), (o),
(q) and (bb), only with respect to the Conveyed Property conveyed to Funding at the time given or
made, that:



(a) Organization and Good Standing. CAC is duly organized and is validly existing as
a corporation in good standing under the laws of the State of Michigan, with power and authority to
own its properties and to conduct its business as such properties are currently owned and such
business is presently conducted, and has and had at all relevant times, full power, authority, and
legal right to acquire, own, sell, and service the Loans and the related Contracts, and to perform
its obligations under the Basic Documents.



(b) Due Qualification. CAC is duly qualified to do business as a foreign corporation
in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in
which the ownership or lease of property or the conduct of its business, including the servicing of
the Loans and the related Contracts as required by this Agreement, requires such qualifications
except where such failure will not have a material adverse effect.



(c) Power and Authority. CAC has the power and authority to execute and deliver this
Agreement and the other Basic Documents to which it is a party and to carry out their respective
terms; and the execution, delivery, and performance of this Agreement and the other Basic Documents
to which it is a party have been duly authorized by CAC by all necessary corporate action.



(d) Valid Sale; Binding Obligations. This Agreement evidences a valid sale, transfer,
and assignment of the Conveyed Property enforceable against creditors of and purchasers from CAC;
and this Agreement and the other Basic Documents to which CAC is a party constitute legal, valid
and binding obligations of CAC enforceable in accordance with their terms, subject to the effects
of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of
creditors’ or secured creditors’ rights generally and to general principles of equity.



(e) No Violation. The consummation of the transactions contemplated by this Agreement
and the other Basic Documents to which it is a party and the fulfillment of the terms hereof and
thereof do not conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the Articles of Incorporation
or by-laws of CAC, or any indenture, agreement, or other instrument to which CAC is a party or by
which it is or may be bound; nor result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement (other than this Agreement), or
other instrument; or violate any law or, to the best of CAC’s knowledge, any order, rule, or
regulation applicable to CAC of any court or of any federal or state regulatory body,
administrative agency, or other governmental instrumentality having jurisdiction over CAC or its
properties.



(f) No Proceedings. There are no proceedings or investigations pending, or to CAC’s
best knowledge threatened, before any court, regulatory body, administrative agency, or other
governmental instrumentality having jurisdiction over CAC or its properties: A) asserting the
invalidity of this Agreement or any other Basic Document to which it is a party; B) seeking to
prevent the consummation of any of the transactions contemplated by this Agreement or any other
Basic Document to which it is a party; or C) seeking any determination or ruling that might
materially and adversely affect the performance by CAC of its obligations under, or the validity or
enforceability of, this Agreement, or any other Basic Document to which it is a party.



(g) Place of Business. The principal place of business and chief executive office of
CAC is in Southfield, Michigan, and the office where CAC keeps all of its Records is at the address
listed in Section 8.3, or such other locations notified to Funding and the Trust Collateral Agent
in accordance with this Agreement in jurisdictions where all action required by the terms of this
Agreement has been taken and completed; provided that the Servicer may temporarily (or
permanently, in the case of a Loan or Contract that is repurchased, liquidated or paid in full)
move or transfer to an agent of the Servicer individual Contract Files or Records, or any portion
thereof without notice as necessary to allow the Servicer to conduct collection and other servicing
activities in accordance with its customary practices and procedures.



(h) Eligibility of Dealer Agreements. Each Dealer Agreement classified as an
“Eligible Dealer Agreement” (or included in any aggregation of balances of “Eligible Dealer
Agreements”) by CAC in any document or report delivered hereunder satisfied the requirements
contained in the definition of Eligible Dealer Agreement on the date so delivered.



(i) Eligibility of Loans. Each Loan classified as an “Eligible Loan” (or included in
any aggregation of balances of “Eligible Loans”) by CAC in any document or report delivered
hereunder satisfied the requirements contained in the definition of Eligible Loan on the date so
delivered.



(j) Eligibility of Contracts. Each Contract classified as an “Eligible Contract” (or
included in any aggregation of balances of “Eligible Contracts”) by CAC in any document or report
delivered hereunder satisfied the requirements contained in the definition of Eligible Contract on
the date so delivered.



(k) Accuracy of Information. All information with respect to the Loans and other
Conveyed Property provided to Funding hereunder by CAC was true and correct in all material
respects as of the date such information was provided to Funding and did not omit to state any
material facts necessary to make the statements contained therein not misleading.



(l) No Liens. Each Loan and the other Conveyed Property has been transferred to
Funding free and clear of any Lien of any Person, and in compliance, in all material respects, with
all Applicable Laws.



(m) No Consents. With respect to each Loan and the other Conveyed Property, all
consents, licenses, approvals or authorizations of or registrations or declarations with any
Governmental Authority required to be obtained, effected or given by CAC, in connection with the
pledge of such Conveyed Property to Funding have been duly obtained, effected or given and are in
full force and effect.



(n) Exhibit A. Exhibit A to this Agreement, which may be supplemented and updated
from time to time, is and will be an accurate and complete listing of all Loans and the related
Contracts or any related Dealer Agreements and Purchase Agreements in all material respects on the
date each such Loan was sold to Funding hereunder, and the information contained therein is and
will be true and correct in all material respects as of such date.



(o) Adverse Selection. No selection procedure believed by CAC to be adverse to the
interests of Funding has been or will be used in selecting the Loans or any Dealer Agreements or
Purchase Agreements.



(p) Sale and Contribution Agreement. This Sale and Contribution Agreement is the only
agreement pursuant to which Funding acquires Loans from CAC.



(q) Security Interest. CAC has granted a security interest (as defined in the UCC as
enacted in the State of New York) to Funding in the Conveyed Property, which is enforceable in
accordance with Applicable Law upon the Closing Date. Upon the filing of UCC-1 financing
statements naming Funding as secured party and CAC as debtor, Funding shall have a first priority
perfected security interest in the Conveyed Property. All filings (including, without limitation,
UCC filings) as are necessary in any jurisdiction to perfect the interest of Funding have been
made.



(r) [Reserved].



(s) Use of Proceeds. No proceeds of any sale of Conveyed Property will be used (i)
for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the
Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security
in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934,
as amended.



(t) Taxes. CAC has filed on or before their respective due dates, all tax returns
which are required to be filed in any jurisdiction or has obtained extensions for filing such tax
returns and has paid all taxes, assessments, fees and other governmental charges against CAC or any
of its properties, income or franchises, to the extent that such taxes have become due, other than
any taxes or assessments, the validity of which are being contested in good faith by appropriate
proceedings and with respect to which adequate provision has been made on the books of the Seller
as may be required by GAAP. To the best knowledge of CAC, all such tax returns were true and
correct in all material respects and CAC knows of any proposed material additional tax assessment
against it nor any basis therefor. Any taxes, assessments, fees and other governmental charges
payable by CAC in connection with the execution and delivery of the Basic Documents and the
issuance of the Notes have been paid or shall have been paid at or prior to Closing Date.



(u) Consolidated Returns. CAC, the Seller and the Issuer are members of an affiliated
group within the meaning of Section 1504 of the Internal Revenue Code which will file a
consolidated federal income tax return at all times until the termination of the Basic Documents.



(v) ERISA. CAC is in compliance in all material respects with the Employee Retirement
Income Security Act of 1974, as amended.



(w) Compliance with Laws. CAC has complied in all material respects with all
applicable, laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to
which it may be subject.



(x) Material Adverse Change. Since August 3, 2010, no event has occurred that would
have a material adverse effect on (i) the financial condition or operations of CAC, (ii) the
ability of CAC to perform its obligations under the Basic Documents, or (ii) the collectibility of
the Loans generally or any material portion of the Loans.



(y) Solvency; Fraudulent Conveyance. CAC is solvent, is able to pay its debts as they
become due and will not be rendered insolvent by the transactions contemplated by the Basic
Documents and, after giving effect thereto, will not be left with an unreasonably small amount of
capital with which to engage in its business. CAC does not intend to incur, or believes that it
has incurred, debts beyond its ability to pay such debts as they mature. CAC does not contemplate
the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the
appointment of a receiver, liquidator, conservator, trustee or similar official to manage or
control any of its assets. The amount of consideration being received by CAC upon the sale or other
absolute transfer of the Conveyed Property to Funding constitutes reasonably equivalent value and
fair consideration for the Conveyed Property. CAC is not transferring the Conveyed Property to
Funding with any intent to hinder, deal or defraud any of its creditors.



(z) Voidability. The transfers of Conveyed Property made hereunder were not made for
or on account of an antecedent debt. No transfer by CAC of any Conveyed Property hereunder is or
may be voidable under any section of the Bankruptcy Code.



(aa) Investment Company. CAC is not an investment company which is required to
register under the Investment Company Act of 1940, as amended.



(bb) Perfection. The perfection representations, warranties and covenants made by CAC
and set forth on Exhibit B hereto shall be a part of this Agreement for all purposes.



SECTION 4.2. Reaffirmation of Representations and Warranties by CAC; Notice of
Breach. The representations and warranties set forth in Section 4.1 shall survive the
conveyance of the Loans to Funding, and termination of the rights and obligations of Funding and
CAC under this Agreement. Upon discovery by Funding or CAC of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give prompt written notice
to the other within three (3) Business Days of such discovery.



2



ARTICLE V

COVENANTS OF CAC AND THE SERVICER




SECTION 5.1. Affirmative Covenants. So long as this Agreement is in effect, and
until all Loans which have been conveyed to Funding pursuant hereto shall have been paid in full or
written-off as uncollectible, and all amounts owed by CAC pursuant to this Agreement have been paid
in full, unless Funding otherwise consents in writing, CAC hereby covenants and agrees as follows:



(a) Compliance with Law. CAC will comply in all material respects with all Applicable
Laws.



(b) Preservation of Existence. CAC will preserve and maintain its existence, rights,
franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in
good standing as a foreign corporation in each jurisdiction where the failure to preserve and
maintain such existence, rights, franchises, privileges and qualification has had, or could
reasonably be expected to have, a material adverse effect on the Conveyed Property.



(c) Obligations and Compliance with Loans, Dealer Agreements and Purchase Agreements.
CAC will duly fulfill and comply with all obligations on the part of CAC to be fulfilled or
complied with under or in connection with each Loan, each Dealer Agreement and each Purchase
Agreement and will do nothing to impair the rights of Funding in, to and under the Conveyed
Property.



(d) Keeping of Records and Books of Account. CAC will maintain and implement
administrative and operating procedures (including without limitation, an ability to recreate
records evidencing the Loans and the Contracts in the event of the destruction of the originals
thereof), and keep and maintain all documents, books, records and other information reasonably
necessary or advisable for the collection of all Loans, or it will cause the Servicer to do so.



(e) Preservation of Security Interest. CAC will file such financing and continuation
statements and any other documents that may be required by any law or regulation of any
Governmental Authority to preserve and perfect the security interest of Funding in, to and under
the Conveyed Property. CAC will maintain possession of the Dealer Agreements, Purchase Agreements
and the Contract Files and Records, as custodian for the Trust and the Trust Collateral Agent, as
set forth in Section 3.03(a) of the Sale and Servicing Agreement. CAC, as Servicer, will comply
with its covenants under Section 4.06(a)(v) of the Sale and Servicing Agreement.



(f) Collection Guidelines. As long as it is the Servicer, CAC will (A) comply in all
material respects with the Collection Guidelines in regard to each Loan and Contract, and (B)
furnish to Funding prompt notice of any material change in the Collection Guidelines and deliver a
copy of such changes to Funding quarterly.



(g) Separateness. CAC will take such actions that are required on its part to be
performed to cause (i) Funding to be in compliance, at all relevant times, with Sections
6.01(xviii) and 6.04 of the Sale and Servicing Agreement, and (ii) all factual assumptions set
forth in the opinion letters delivered by Skadden, Arps, Slate, Meagher & Flom LLP with respect to
certain bankruptcy matters under the Sale and Servicing Agreement to remain true at all relevant
times.



(h) Notice to Potential Purchasers. At all times before the termination of this
Agreement, if a third party, including a potential purchaser of the Loans, inquires, CAC will
promptly reply that (i) CAC has sold the Loans to Funding; (ii) Funding has sold the Loans to the
Issuer; (iii) the Issuer has granted a security interest therein to the Indenture Trustee, and (iv)
CAC will not claim any ownership interest in the Loans.



SECTION 5.2. Negative Covenants. During the term of this Agreement, unless Funding
shall otherwise consent in writing:



(a) Change of Name or Location of Records. CAC shall not (A) change its name or its
state of organization, move the location of its principal place of business and chief executive
office, and the offices where it keeps records concerning the Loans from the location referred to
in Section 3.03(c) of the Sale and Servicing Agreement, or (B) move the Records from the location
thereof on the Closing Date, unless CAC or the Servicer has given at least thirty (30) days’
written notice to Funding and has taken all actions required under the UCC of each relevant
jurisdiction in order to continue the first priority perfected security interest of Funding in the
Conveyed Property; provided that the Servicer may temporarily (or permanently, in the case
of a Loan or Contract that is repurchased, liquidated or paid in full) move or transfer to an agent
of the Servicer individual Contract Files or Records, or any portion thereof without notice as
necessary to allow the Servicer to conduct collection and other servicing activities in accordance
with its customary practices and procedures.



(b) Change in Payment Instructions to Obligors. CAC will not make any change in its
instructions to Obligors regarding payments to be made directly or indirectly, unless such change
is permitted under the Sale and Servicing Agreement and Funding has consented to such change and
has received duly executed documentation related thereto.



(c) No Instruments. CAC shall take no action to cause any Loan to be evidenced by any
instrument (as defined in the UCC as in effect in the relevant jurisdictions), except for
instruments obtained with respect to defaulted Loans that are in the possession of the Servicer in
its capacity as custodian for the Trust and the Trust Collateral Agent.



(d) No Liens. CAC shall not sell, pledge, assign or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any Lien (other than in favor of the Trust
Collateral Agent or the Trust as specifically contemplated herein) on, the Conveyed Property. CAC
shall defend the right, title and interest of Funding in, to and under the Conveyed Property
against all claims of third parties claiming through or under CAC.



(e) Credit Guidelines and Collection Guidelines. CAC will not amend, modify, restate
or replace, in whole or in part, the Credit Guidelines or Collection Guidelines, which change would
impair the collectibility of any Loan or Contract or otherwise adversely affect the interests or
the remedies of Funding under this Agreement or any other Basic Document, unless such change is
permitted under the Sale and Servicing Agreement and unless CAC obtains the prior written consent
of Funding.



(f) Release of Contracts. Except for a release to an insurer in exchange for
insurance proceeds paid by such insurer resulting from a claim for the total insured value of a
vehicle, neither CAC or CAC as the Servicer shall release a Financed Vehicle securing a Contract
from the security interest granted by such Contract in whole or in part except (i) in the event of
payment in full by or on behalf of the Obligor thereunder, (ii) settlement consistent with the
Collection Guidelines, or (iii) repossession, nor shall CAC impair the rights of Funding in the
Contracts, except as may be required by applicable law.



(g) Change in Structure. CAC shall not change its jurisdiction of organization or
merge or consolidate with and into any other entity or otherwise change its name, corporate
structure or its location (within the meaning of the UCC) unless (i) Funding shall have received
at least thirty (30) days advance written notice of such change and CAC has taken all action
necessary or appropriate to perfect or maintain the perfection of Funding’s interest in the
Conveyed Property (including, without limitation, the filing of all financing statements and the
taking of such other action as Funding or its assigns may request in connection with such change);
(ii) in the event of a merger or consolidation, (x) if CAC is then Servicer, such merger or
consolidation satisfies all conditions in Section 7.03 of the Sale and Servicing Agreement and, (y)
if CAC is not the surviving entity, the surviving entity shall have executed an agreement of
assumption acceptable to Funding to perform every obligation of CAC under this Agreement and the
other Basic Documents to which CAC is a party, and (iv) CAC shall have delivered to Funding and the
Indenture Trustee (for the benefit of itself and the Noteholders, an opinion of counsel confirming
that the security interest created hereunder remains perfected and of first priority, subject only
to such limitations and qualifications as are contained in the opinions of Skadden, Arps, Slate,
Meagher & Flom LLP delivered on the Closing Date or are otherwise consented to by the addressees of
such opinion.



(h) Separate Business. CAC shall not: (i) fail to maintain separate books, financial
statements, accounting records and other corporate documents from those of Funding; (ii) commingle
any of its assets or the assets of any of its Affiliates with those of Funding (except to the
extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or
indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of
its Affiliates, borrow funds or accept credit or guaranties from Funding.



SECTION 5.3 Indemnities by CAC.



(a) Without limiting any other rights that any such Person may have hereunder or under
Applicable Law, CAC hereby agrees to indemnify Funding, or its assignee, and each of their
respective Affiliates and officers, directors, employees and agents thereof (collectively, the
“Indemnified Parties”), forthwith on demand, from and against any and all damages, losses,
claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements
(all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded
against or incurred by such Indemnified Party arising out of or as a result of this Agreement or in
respect of any Loan or any Contract, excluding, however, (a) Indemnified Amounts to
the extent resulting from gross negligence or willful misconduct on the part of such Indemnified
Party or (b) Indemnified Amounts that arise as a result of non-payment of Loans due to credit
problems of Dealers or Obligors. If CAC has made any indemnity payment pursuant to this
Section 5.3 and such payment fully indemnified the recipient thereof and the recipient
thereafter collects any payments from others in respect of such Indemnified Amounts, then the
recipient shall repay to CAC an amount equal to the amount it has collected from others in respect
of such indemnified amounts. Without limiting the foregoing, CAC shall indemnify each Indemnified
Party for Indemnified Amounts relating to or resulting from:



(i) any Contract or Loan treated as or represented by CAC to be an Eligible Contract or
Eligible Loan that is not at the applicable time an Eligible Contract or Eligible Loan;



(ii) reliance on any representation or warranty made or deemed made by CAC or any of its
officers under or in connection with this Agreement, which shall have been false or incorrect in
any material respect when made or deemed made or delivered;



(iii) the failure by CAC to comply with any term, provision or covenant contained in this
Agreement or any agreement executed in connection with this Agreement, or with any Applicable Law,
with respect to any Loan, Dealer Agreement, Purchase Agreement, or Contract, or the nonconformity
of any Loan, Dealer Agreement, Purchase Agreement or Contract with any such Applicable Law;



(iv) the failure to vest and maintain vested in Funding, or its assignees, a first priority
perfected security interest in the Conveyed Property, free and clear of any Lien;



(v) the failure to file, or any delay in filing, financing statements or other similar
instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with
respect to the Conveyed Property, whether at the time of the Closing or at any subsequent time;



(vi) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the
Dealer or Obligor) of the relevant Dealer or Obligor to the payment of any Loan or Contract
(including, without limitation, a defense based on such Loan or Contract not being a legal, valid
and binding obligation of such Obligor enforceable against it in accordance with its terms);



(vii) any failure of CAC to perform its duties or obligations in accordance with the
provisions of this Agreement or any failure by CAC to perform its respective duties under the
Loans;



(viii) the failure by CAC to pay when due any taxes for which CAC is liable, including
without limitation, sales, excise or personal property taxes payable in connection with the
Conveyed Property;



(ix) the commingling of Collections of the Loans and Contracts at any time with other funds
(except that CAC, as the Servicer of the Loans, retains Collections in its general concentration
account for up to two Business Days before remitting the Collections to the Collection Account);



(x) any investigation, litigation or proceeding related to this Agreement or in respect of
any Loan or Contract;



(xi) the failure of CAC, in its individual capacity, or any of its agents or representatives
to remit to the Servicer or the Trust Collateral Agent, Collections remitted to CAC, in its
individual capacity, or any such agent or representative; and



(xii) the failure of a Contract File to contain the relevant original Contract (other than
pursuant to the provisos in Section 4.1(g) or Section 5.2(a)).



Notwithstanding the foregoing, CAC shall have no indemnification obligation hereunder with
respect to any Loan or Contract in respect of which CAC shall have paid the Purchase Amount under
the Sale and Servicing Agreement.



(a) Any amounts subject to the indemnification provisions of this Section 5.3 shall be paid by
CAC to Funding within five (5) Business Days following the Funding’s demand therefor.



(b) The obligations of CAC under this Section 5.3 shall survive the termination of this
Agreement.



ARTICLE VI

PAYMENT OBLIGATION




SECTION 6.1. Mandatory Payments.



(a) CAC and Funding shall inform the other party promptly in writing, upon the discovery (i)
of any breach of CAC’s representations and warranties pursuant to Sections 4.1(h), (i), (j), (k),
(l), (m), (n), (o), (q) and (bb) hereof as of the time such representation and warranties were made
but without regard to any limitation set forth therein concerning the knowledge of CAC as to the
facts stated therein or (ii) with respect to each date by which a review is required to be
performed pursuant to Section 3.03(d) of the Sale and Servicing Agreement, that the aggregate
number of Incomplete Contracts exceeds the number of Permitted Incomplete Contracts for such date.



(b) Unless any breach of a representation or warranty as described in Section 6.1(a) above
shall have been cured or the number of Incomplete Contracts with respect to any review period
described in clause (a)(ii) of this Section 6.1(a) no longer exceeds the number of Permitted
Incomplete Contracts, as applicable, by last day of the first full Collection Period following the
discovery thereof and subject to the conditions set forth in Section 3.02(d) of the Sale and
Servicing Agreement, CAC shall have the obligation to make a payment to Funding of the applicable
Purchase Amount in respect of (A) all Loans and Contracts with respect to which there is a breach
of any such representations and warranties and (B) the aggregate number of Incomplete Contracts
which exceeds the number of Permitted Incomplete Contracts, which, in the case of each of (A) and
(B), are materially and adversely affected by such event or which materially and adversely affect
the interests of Funding therein as of such last day (such Loans and Contracts, the “Ineligible
Loans”).



(c) CAC hereby acknowledges that, concurrently with the transfers under this Agreement, the
Ineligible Loans are being (or will be) transferred to the Trust under the Sale and Servicing
Agreement and Funding may be required to repurchase from the Trust such Ineligible Loans in
accordance with the terms of the Sale and Servicing Agreement. CAC hereby agrees to repurchase
directly from the Trust such Ineligible Loans by making a payment to the Collection Account of the
applicable Purchase Amount in accordance with the Sale and Servicing Agreement, if it is requested
by the Trust Collateral Agent to do so. Funding hereby acknowledges that any repurchase of
Ineligible Loans under this Article VI, whether from Funding or directly from the Trust, shall be
the sole remedy of Funding in respect to the Ineligible Loans.



(d) Each Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan Contract which is
subject to a payment in accordance with Sections 6.1(b) or (c) above shall, upon payment in full of
the related Purchase Amount, be reconveyed to CAC and shall no longer constitute Conveyed Property.
After payment in full of the related Purchase Amount and upon the request of CAC, Funding shall
execute and deliver to CAC any assignments, termination statements and any other releases and
instruments as CAC may reasonably request in order to effect and evidence the release of Funding’s
security interest on such Dealer Loan, Dealer Loan Contract, Purchased Loan or Purchased Loan
Contract.



SECTION 6.2. No Recourse. Except as otherwise provided in this Article VI, the
purchase and sale of the Loans under this Agreement shall be without recourse to CAC or the
Servicer.



ARTICLE VII

CONDITIONS PRECEDENT




SECTION 7.1. Conditions to Funding’s Obligations Regarding Loans. Consummation of
the transactions contemplated hereby on the Closing Date shall be subject to the satisfaction of
the following conditions:



(a) All representations and warranties of CAC and the Servicer contained in this Agreement
shall be true and correct on the Closing Date with the same effect as though such representations
and warranties had been made on such date;



(b) With respect to those Loans contributed on the Closing Date, all information concerning
such Loans provided to Funding shall be true and correct in all material respects as of the Closing
Date;



(c) CAC and the Servicer shall have substantially performed all other obligations required to
be performed by the provisions of this Agreement;



(d) CAC shall have filed or caused to be filed, or shall have delivered for filing, the
financing statement(s) required to be filed pursuant to Section 2.1(e); and



(e) All corporate and legal proceedings and all instruments in connection with the
transactions contemplated by this Agreement shall be satisfactory in form and substance to Funding,
and Funding shall have received from CAC copies of all documents (including, without limitation,
records of corporate proceedings) relevant to the transactions herein contemplated as Funding may
reasonably have requested.



ARTICLE VIII

MISCELLANEOUS PROVISIONS




SECTION 8.1. Amendment. This Agreement and the rights and obligations of the parties
hereunder may not be changed orally, but only by an instrument in writing signed by Funding and CAC
and consented to in writing by the Trust Collateral Agent.



SECTION 8.2. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.



SECTION 8.3. Notices. Except where telephonic instructions or notices are authorized
herein to be given, all notices, demands, instructions and other communications required or
permitted to be given to or made upon any party hereto shall be in writing and shall be sent by
facsimile transmission with a confirmation of the receipt thereof and shall be deemed to be given
for purposes of this Agreement on the day that the receipt of such facsimile transmission is
confirmed in accordance with the provisions of this Section 8.3. Unless otherwise specified in a
notice sent or delivered in accordance with the foregoing provisions of this Section, notices,
demands, instructions (including payment instructions) and other communications in writing shall be
given to or made upon the respective parties hereto at their respective addresses and accounts
indicated below, and, in the case of telephonic instructions or notices, by calling the telephone
number or numbers indicated for such party below:



(a) in the case of Funding:



Credit Acceptance Funding LLC 2010-1



Silver Triangle Building



25505 West Twelve Mile Road



Southfield, Michigan 48034-8339



Attention: Douglas W. Busk



Telephone: (248) 353-2700 (ext. 4432)



Telecopy: (866) 249-3138



with a copy to:



Wells Fargo Securities, LLC



Asset Backed Finance



NC 0610



One Wachovia Center



301 South College Street



Charlotte, North Carolina 28288-0610



Attention: Chad Kobos



Telephone: (704) 715-1359



Telecopy: (704) 383-9106



(b) in the case of CAC and in the case of the Servicer (for so long as the Servicer is CAC):



Credit Acceptance Corporation



Silver Triangle Building



25505 West Twelve Mile Road



Southfield, Michigan 48034-8339



Attention: Douglas W. Busk



Telephone: (248) 353-2700 (ext. 4432)



Telecopy: (866) 249-3138



or, as to each party, at such other address as shall be designated by such party in a written
notice to each other party.



SECTION 8.4. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid,
then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining
covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement.



SECTION 8.5. Assignment. This Agreement may not be assigned by the parties hereto,
except that Funding may assign its rights hereunder pursuant to the Sale and Servicing Agreement to
the Trust for the benefit of the Trust, the Indenture Trustee, the Trust Collateral Agent and the
Noteholders. Funding hereby notifies CAC (and CAC hereby acknowledges) that Funding, pursuant to
the Sale and Servicing Agreement, has assigned its rights hereunder to the Trust. All rights of
Funding hereunder may be exercised by the Trust or its assignees, to the extent of their respective
rights pursuant to such assignments.



SECTION 8.6. Further Assurances. Funding and CAC agree to do and perform, from time
to time, any and all acts and to execute any and all further instruments required or reasonably
requested by the other parties in order to more fully effect the purposes of this Agreement,
including, without limitation, the execution of any financing statements or continuation statements
or equivalent documents relating to the Loans for filing under the provisions of the UCC or other
laws of any applicable jurisdiction.



SECTION 8.7. No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of Funding, CAC or the Trust Collateral Agent, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and
privilege provided by law.



SECTION 8.8. Counterparts. This Agreement may be executed in two or more
counterparts including telecopy transmission thereof (and by different parties on separate
counterparts), each of which shall be an original, but all of which together shall constitute one
and the same instrument.



SECTION 8.9. Binding Effect; Third-Party Beneficiaries. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective successors and
permitted assigns. The Trust and the Trust Collateral Agent on behalf of the Trust and the
Noteholders are intended by the parties hereto to be third-party beneficiaries of this Agreement.



SECTION 8.10. Merger and Integration. Except as specifically stated otherwise
herein, this Agreement sets forth the entire understanding of the parties relating to the subject
matter hereof, and all prior understandings, written or oral, are superseded by this Agreement.
This Agreement may not be modified, amended, waived or supplemented except as provided herein.



SECTION 8.11. Headings. The headings herein are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any provision hereof.



SECTION 8.12. Exhibits. The exhibits referred to herein shall constitute a part of
this Agreement and are incorporated into this Agreement for all purposes.



SECTION 8.13 Covenant Not to File a Bankruptcy Petition. CAC agrees that until one
year and one day after such time as the Class A and Class B Notes issued under the Indenture are
paid in full, it shall not (i) institute the filing of a bankruptcy petition against Funding or the
Issuer; (ii) file a petition or consent to a petition seeking relief on behalf of Funding or the
Issuer under the Bankruptcy Law; or (iii) consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or similar official) of Funding or the Issuer or any portion of
the property of Funding or the Issuer.



[remainder of page intentionally left blank]




IN WITNESS WHEREOF, Funding and CAC each have caused this Sale and Contribution
Agreement to be duly executed by their respective officers as of the day and year first above
written.




	 	 	FUNDING:






	 	 	CREDIT ACCEPTANCE FUNDING LLC 2010-1





By: /s/Douglas W. Busk

Name: Douglas W. Busk

Title: Treasurer





Credit Acceptance Funding LLC 2010-1

Silver Triangle Building

25505 West Twelve Mile Road

Southfield, Michigan 48034-8339

Attention: Douglas W. Busk

Facsimile No.: (866) 743-2704

Confirmation No.: (248) 353-2700 (ext. 4432)



CAC:



CREDIT ACCEPTANCE CORPORATION



By: /s/ Douglas W. Busk

Name: Douglas W. Busk

Title: Treasurer





Credit Acceptance Corporation

Silver Triangle Building

25505 West Twelve Mile Road

Southfield, Michigan 48034-8339

Attention: Douglas W. Busk

Facsimile No. (866) 743-2704

Confirmation No.: (248) 353-2700 (ext. 4432)



EXHIBIT A

to

Sale and Contribution Agreement

Dealer Agreements, Purchase Agreements, Loans and ContractsEXHIBIT B

to

Sale and Contribution Agreement




Perfection Representations, Warranties And Covenants




In addition to the representations, warranties and covenants contained in the Agreement, CAC
hereby represents, warrants, and covenants to Funding as follows on the Closing Date and on each
Distribution Date on which Funding purchases Loans, in each case only with respect to the Conveyed
Property conveyed to Funding on such Closing Date or the relevant Distribution Date:



General




1. This Agreement creates a valid and continuing security interest (as defined in UCC Section
9-102) in the Conveyed Property in favor of Funding, which security interest is prior to all other
Liens, and is enforceable as such as against creditors of and purchasers from and assignees of CAC.



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



4. CAC has taken or will take all necessary actions with respect to the Loans to perfect Funding’s
security interest in the Loans and in the property securing the Loans.



Creation




1. CAC owns and has good and marketable title to the Initial Conveyed Property or Subsequent
Conveyed Property, as applicable, free and clear of any Lien, claim or encumbrance of any Person,
excepting only (i) liens that will be terminated or amended on the Closing Date or each
Distribution Date during the Revolving Period, as applicable, to reflect a release of the Initial
Conveyed Property or Subsequent Conveyed Property, as applicable, and (ii) 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. CAC 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 contribution and sale of the Conveyed
Property from the Originator to Funding, the transfer and sale of the Seller Property from the
Seller to the Issuer, and the security interest in the Collateral granted to the Indenture Trustee
under the Indenture.



2. With respect to Seller Property 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 CAC in favor of Funding
in connection with this Sale and Contribution Agreement describing the Conveyed 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. None of CAC, the Servicer nor Funding has authorized the filing of, or is aware of any financing
statements against either Funding, CAC or the Trust that includes a description of the Conveyed
Property and proceeds related thereto other than any financing statement: (i) relating to the
transfer of Conveyed Property by the Originator to the Seller under the Sale and Contribution
Agreement, (ii) relating to the transfer 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 will be terminated or amended to reflect a release of the Conveyed Property. Other than the
security interest granted to Funding pursuant to this Sale and Contribution Agreement, CAC has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Conveyed
Property.



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, the Dealer
Agreements or the Purchase Agreements has any marks or notations indicating that it has been
pledged, assigned or otherwise conveyed to any Person other than CAC, the Servicer, Funding, the
Trust, a collection agent or the Trust Collateral Agent.



Survival of Perfection Representations




1. Notwithstanding any other provision of this Agreement, the Sale and Servicing Agreement, the
Indenture or any other Basic Document, the perfection representations, warranties and covenants
contained in this Exhibit 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, Sale and 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 rating
of the Class A and Class B Notes, 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 and Class B Notes as determined after any
adjustment or withdrawal of the ratings following notice of such breach, waive a breach of any of
the perfection representations, warranties or covenants.


AA01\238327.3


ID\TGF — 073177/0135




3