EX-4.(f)(140)






BACKUP SERVICING AGREEMENT




BACKUP SERVICING AGREEMENT (the “Agreement”), dated as of November 4, 2010, among
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of
the United States (“Wells Fargo”), as backup servicer (the “Backup Servicer”), and
as trust collateral agent (the “Trust Collateral Agent”), CREDIT ACCEPTANCE CORPORATION, a
Michigan corporation (“Credit Acceptance” or the “Servicer”), CREDIT ACCEPTANCE
FUNDING LLC 2010-1, a Delaware limited liability company (the “Seller”) and CREDIT
ACCEPTANCE AUTO LOAN TRUST 2010-1, a Delaware statutory trust (the “Trust” or the
“Issuer”).



W I T N E S S E T H

:




WHEREAS, the Issuer, the Seller, Credit Acceptance and Wells Fargo have entered into a Sale
and Servicing Agreement, dated as of the Closing Date (as amended, restated, supplemented or
otherwise modified from time to time, the “Sale and Servicing Agreement”);



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



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



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



ARTICLE 1

DEFINITIONS




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



“Aggregate Basis” means verification of only such aggregated amounts as are stated in
the Servicer’s Certificate, and not as to any amount related to any Loan or Contract.



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



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



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



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



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



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



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



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



“Servicer’s Data File” has the meaning specified in Section 4.09(b) of the Sale
and Servicing Agreement.



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



“Servicing Fee” has the meaning given such term in Section 1.01 of the Sale and
Servicing Agreement.



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



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



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



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



ARTICLE 2

ADMINISTRATION AND COLLECTION




SECTION 2.1. Reconciliation of Servicer’s Certificate.



(a) The Backup Servicer shall, within one (1) Business Day of receipt of the Servicer’s Data
File, load the Servicer’s Data File delivered to it in accordance with Section 4.09(b) of the Sale
and Servicing Agreement and confirm that it is in readable form. If the Backup Servicer determines
that the Servicer’s Data File is not in readable form, the Backup Servicer shall immediately upon
discovery thereof notify the Servicer and the Trust Collateral Agent by telephone, and upon such
notification, the Servicer shall prepare and send a replacement Servicer’s Data File to the Backup
Servicer satisfying the Backup Servicer’s specifications, for receipt by the Backup Servicer on the
next Business Day.



(b) The Backup Servicer and the Servicer shall attempt to reconcile any such inconsistencies
and/or to furnish any omitted information and the Servicer shall amend the Servicer’s Certificate
to reflect the results of the reconciliation or to include any omitted information.



(c) On or before the end of the second Business Day prior to each Determination Date, the
Servicer shall provide to the Backup Servicer, or its agent, information on the Loans and related
Contracts sufficient to enable the Backup Servicer to assume the responsibilities as successor
servicer under the Sale and Servicing Agreement and service and collect the Loans and related
Contracts.



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



SECTION 2.2. Review and Verification.



(a) Notwithstanding anything in Section 2.1 to the contrary, on or before the third
Business Day of each month, the Servicer and the Trust Collateral Agent shall provide sufficient
data to the Backup Servicer to allow the Backup Servicer to review and to verify the mathematical
accuracy of the Servicer’s Certificate on an Aggregate Basis related thereto and determine the
following:




(i) that such Servicer’s Certificate is complete on its face;




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




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



(b) The Backup Servicer shall, on or before the day prior to the Distribution Date with
respect to any Collection Period, verify the mathematical accuracy of the Servicer’s Certificate in
its entirety, which shall include but not be limited to the following:




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




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




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




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




(v) the Class A Note Balance, the Class B Note Balance, and the Class C Note
Balance;




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




(vii) the Class A Interest Carryover Shortfall, if any, and the Class B
Interest Carryover Shortfall, if any;




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




(ix) the aggregate Purchase Amount for the Ineligible Loans and Ineligible
Contracts, if any, that was paid in such period.



(c) The Backup Servicer shall provide written notice to the Trust Collateral Agent with
respect to whether there are any inconsistencies or deficiencies with respect to its review and
verification set forth in paragraphs (a) and (b) above and, if any, shall provide a description
thereof as set forth in Section 2.10 hereof. In the event of any discrepancy between the
information set forth in subparagraphs (a) and (b) above, as calculated by the Servicer, from that
determined or calculated by the Backup Servicer, the Backup Servicer shall promptly notify the
Servicer and, if within five (5) days of such notice being provided to the Servicer, the Backup
Servicer and the Servicer are unable to resolve such discrepancy, the Backup Servicer shall
promptly notify the Trust Collateral Agent of such discrepancy. The Backup Servicer shall review
the information contained in the Servicer’s Certificate delivered to it in accordance with Section
4.09(c) of the Sale and Servicing Agreement against the information on the Servicer’s Data File, on
an aggregate basis. No later than three (3) Business Days after the Backup Servicer’s receipt of
each Servicer’s Certificate, the Backup Servicer shall notify the Servicer, the Trust Collateral
Agent and the Indenture Trustee of any inconsistencies between the Servicer’s Certificate and the
information contained in the Servicer’s Data File; provided, however, in the
absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of
calculations and distributions with respect to the related Distribution Date. If the Backup
Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s
Certificate prior to the related Distribution Date, the Servicer shall cause a firm of independent
accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the third
Business Day, but in no event later than the fifth calendar day, of the following month, reconcile
the discrepancies. The effect, if any, of such reconciliation shall be reflected in the Servicer’s
Certificate for such next Distribution Date. The Backup Servicer shall only review the information
provided by the Servicer in the Servicer’s Certificate and in the Servicer’s Data File and its
obligation to report any inconsistencies shall be limited to those determinable from such
information.




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




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




(iii) Except as otherwise provided in this Agreement, the Backup Servicer may
accept and reasonably rely on all accounting, records and work of the Servicer
without audit, and the Backup Servicer shall have no Liability for the acts or
omissions of the Servicer or for the inaccuracy of any data provided, produced or
supplied by the Servicer. If any error, inaccuracy or omission (collectively,
“Errors”) exists in any information received from the Servicer, and such
Errors should cause or materially contribute to the Backup Servicer making or
continuing any Errors (collectively, “Continued Errors”), the Backup
Servicer shall have no Liability for such Continued Errors; provided,
however, that this provision shall not protect the Backup Servicer against
any Liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in discovering or correcting any Error or in the
performance of its duties hereunder or under the Sale and Servicing Agreement. In
the event the Backup Servicer becomes aware of Errors and/or Continued Errors which,
in the opinion of the Backup Servicer impairs its ability to perform its services
hereunder, the Backup Servicer: (i) shall promptly notify the Servicer of such
Errors and/or Continued Errors; and (ii) may use its best efforts to reconstruct and
reconcile such data as it deems appropriate to correct such Errors and/or Continued
Errors and prevent future Continued Errors. The Backup Servicer shall be entitled
to recover its costs thereby expended from the Servicer.




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




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



SECTION 2.3. Assumption of Servicer’s Obligations.



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



(b) In the event of an assumption by the Backup Servicer of the Servicer-Related Activities of
Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be
obligated to perform the obligations imposed in the following Sections of the Sale and Servicing
Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other
parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a
Responsible Officer has actual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.04, 4.06(a)(iii),
4.06(a)(v), 4.06(a)(vi)(B), 4.06(a)(ix), 4.06(a)(x), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with
respect to the Servicer’s obligation to defend the right, title and interest of the Trust
Collateral Agent in the Trust Property against the claims of third parties), 4.07 (provided that
the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain
breaches detailed in Section 4.07 of which a Responsible Officer has actual knowledge in the manner
described therein), 4.11, 5.01(b), 5.01(c), 5.02 (only with respect to the amount of time in which
the Servicer is required to remit Collections to the Collection Account which, in the case of Wells
Fargo Bank, National Association, after the Assumption Date, will be within one (1) Business Day of
receipt of such Collections with respect to cleared funds, and in all other cases will be within
three (3) Business Days of receipt of such Collections), 5.09(b), 5.10(b), 7.01, 7.02 (provided
that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing
Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 9.05 or 10.01(b).



SECTION 2.4. Servicing and Retention of Servicer.



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



(b) In the event of a Backup Servicer Event of Default, the Trust Collateral Agent may, or, at
the direction of the Majority Noteholders, shall terminate the Backup Servicer as successor
Servicer and Backup Servicer hereunder. In addition, prior to the Assumption Date, the Trust
Collateral Agent may, in its discretion, or, at the direction of the Majority Noteholders, shall,
without cause, upon not less than thirty (30) days’ advance written notice, terminate the Backup
Servicer as successor Servicer and Backup Servicer hereunder. Upon the termination or resignation
of the Backup Servicer hereunder, the Majority Noteholders shall have the right to appoint a
successor Backup Servicer (the “Successor Backup Servicer”) and enter into a backup
servicing agreement with such Successor Backup Servicer at such time and exercise all of its rights
under Section 4.15 of the Sale and Servicing Agreement; provided, however, that if
such termination or resignation of the Backup Servicer occurs prior to the Assumption Date, the
appointment of the Successor Backup Servicer shall be mutually acceptable to Credit Acceptance and
the Majority Noteholders. Such backup servicing agreement shall specify the duties and obligations
of the Successor Backup Servicer, and all references herein and in the Sale and Servicing Agreement
to the Backup Servicer shall be deemed to refer to such Successor Backup Servicer.



(c) The Backup Servicer shall not resign from the obligations and duties imposed on it by this
Agreement or the Sale and Servicing Agreement, as successor servicer or as Backup Servicer, as
applicable, except upon a determination that by reason of a change in legal requirements, the
performance of its duties hereunder or under the Sale and Servicing Agreement would cause it to be
in violation of such legal requirements in a manner which would have a material adverse effect on
the Backup Servicer. Any such determination permitting the resignation of the Backup Servicer
pursuant to this Section 2.4(c) shall be evidenced by an opinion of counsel to such effect
delivered and acceptable to the Majority Noteholders. No resignation of the Backup Servicer shall
become effective until an entity reasonably acceptable to the Majority Noteholders shall have
assumed the responsibilities and obligations of the Backup Servicer.



(d) Any Person: (i) into which the Backup Servicer may be merged or consolidated; (ii)
resulting from any merger or consolidation to which the Backup Servicer shall be a party; (iii)
which acquires by conveyance, transfer or lease substantially all of the assets of the Backup
Servicer; or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases
shall execute an agreement of assumption to perform every obligation of the Backup Servicer under
this Agreement and the Sale and Servicing Agreement, whether or not such assumption agreement is
executed, shall be the successor to the Backup Servicer under this Agreement and the Sale and
Servicing Agreement without the execution or filing of any paper or any further act on the part of
any of the parties to this Agreement or the Sale and Servicing Agreement, anything herein or
therein to the contrary notwithstanding; provided, however, that nothing contained
herein or therein shall be deemed to release the Backup Servicer from any obligation hereunder or
under the Sale and Servicing Agreement.



(e) Following the Assumption Date, beginning with the calendar year ending December 31, 2011,
the Backup Servicer shall be required to deliver to the Indenture Trustee and the Trust Collateral
Agent on or before one hundred twenty (120) days after the end of the Backup Servicer’s fiscal
year, with respect to such fiscal year, a copy of its annual SAS-70 and its audited financial
statements for such fiscal year.



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



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



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



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



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



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



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



(a) Credit Acceptance has provided a Live Data File (as defined below) transmission to the
Backup Servicer, which included the Loan and Contract master file, the transaction history file and
all other files necessary to carry out the Service-Related Activities received in connection
herewith (the “Live Data Files”). The Backup Servicer has converted the Live Data Files to
its internal systems. In the event of any changes in format with respect to either Credit
Acceptance or the Backup Servicer, Credit Acceptance and the Backup Servicer shall coordinate with
each other for the replacement of the data files with files in the correct format, modified
accordingly.



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



SECTION 2.7. Servicing Compensation. As compensation for the performance of its
obligations under this Agreement and with respect to the Sale and Servicing Agreement, the Backup
Servicer is entitled to: (i) prior to the Assumption Date, the Backup Servicing Fee and (ii) after
the Assumption Date, the sum of: (A) the Servicing Fee, (B) any Repossession Expenses, (C) any
Reliening Expenses and (D) any Transition Expenses.



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



(l) To the extent that the Backup Servicer is not indemnified by the Servicer pursuant to
Section 2.2 hereunder and under the Sale and Servicing Agreement, such amounts shall be
reimbursable by the Issuer pursuant to Section 5.08(a) of the Sale and Servicing Agreement.



SECTION 2.10. Monthly Backup Servicer’s Certificate. Prior to the Assumption Date, on
or before 12:00 noon (New York City time) on the Business Day preceding each Distribution Date, the
Backup Servicer shall deliver or cause to be delivered to the Trust Collateral Agent a certificate
(the “Backup Servicer’s Certificate”), in form and substance satisfactory to the Majority
Noteholders, signed by an officer of the Backup Servicer, stating that: (i) the Backup Servicer has
loaded the Servicer’s Data File as described in Section 2.1(a) on its hardware; (ii) a
review of the Servicer’s Certificate for the related Distribution Date has been made under such
officer’s supervision; (iii) the Backup Servicer has received the Live Data File described in
Section 2.6(a); and (iv) to such officer’s knowledge: (x) the electronic media is in
readable form; (y) with respect to the review and verification set forth in Section 2.2(a)
and 2.2(b), the data on the Servicer’s Data File tie to the related Servicer’s Certificate
resulting in no discrepancies between them; and (z) the Servicer’s Certificate does not contain any
errors in accordance with the review criteria set forth in Section 2.2(a) hereunder. If
the preceding statements cannot be made in the affirmative, the applicable officer shall state the
nature of any and all anomalies, discrepancies and errors, and indicate all actions it is currently
taking with the Servicer to reconcile and/or correct the same. Each Backup Servicer’s Certificate
shall be dated as of the related Determination Date. Upon the request of the Indenture Trustee or
the Trust Collateral Agent, a Backup Servicer’s Certificate shall be accompanied by copies of any
third party reports relied on or obtained in connection with the Backup Servicer’s duties
hereunder. The Backup Servicer, with respect to the Backup Servicer’s Certificate, shall not be
responsible for delays attributable to the failure of the Servicer or any other Person to deliver
information, defects in the information supplied by the Servicer or any other Person or other
circumstances beyond the control of the Backup Servicer. After the Assumption Date, the Backup
Servicer shall deliver the Servicer’s Certificate in accordance with Section 4.09 of the Sale and
Servicing Agreement.



SECTION 2.11. Backup Servicer’s Expenses. The Backup Servicer shall be required to
pay all expenses incurred by it in connection with its activities hereunder, including fees and
disbursements of independent accountants, taxes imposed on the Backup Servicer and expenses
incurred in connection with distributions and reports to the Servicer and the Trust Collateral
Agent. When the Backup Servicer incurs expenses after the occurrence of a Servicer Default
specified in Section 8.01 of the Sale and Servicing Agreement or an Indenture Event of Default
specified in Section 5.1 of the Indenture, the parties hereto intend that such expenses constitute
expenses of administration under the Bankruptcy Code or any other applicable Federal or State
bankruptcy, insolvency or similar law.



ARTICLE 3

REPRESENTATIONS AND WARRANTIES




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



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



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



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



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



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



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



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



(h) Facilities. The Backup Servicer has adequate facilities and employees in place to
handle the following, in accordance with its Collection Guidelines, including, but not limited to:
(i) customer service inquiries/responsibilities; (ii) collections on delinquent and charged-off
contracts; (iii) insurance monitoring and the making of claims with respect thereto; (iv) creating
the Servicer’s Certificate; (v) repossession and other legal actions; (vi) statements to performing
accounts and other correspondence; (vii) reconciliation of dealer holdback payments; (viii)
inventory management; (ix) maintenance of lock-box accounts; (x) electronic skip tracing; and (xi)
document storage and title maintenance.



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



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



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



(l) Upon a Backup Servicer Event of Default, the Backup Servicer shall promptly notify the
Indenture Trustee who shall distribute such notice to the Noteholders, that a Backup Servicer Event
of Default has occurred.



ARTICLE 4

TERMINATION




SECTION 4.1. Backup Servicer Event of Default.



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



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



(b) Any failure by the Backup Servicer (x) after the Assumption Date to deposit to the
Collection Account any amount required to be deposited by the Servicer (except for any amounts
required to be deposited by the Servicer under Section 4.07 of the Sale and Servicing Agreement)
and such failure shall continue unremedied for a period of two (2) days or (y) to deliver to the
Trust Collateral Agent or the Noteholders the Backup Servicer’s Certificate on the related
Distribution Date that shall continue unremedied for a period of one (1) Business Day.



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



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



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



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



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



SECTION 4.3. Backup Servicing Termination.



Subject to Section 2.4 hereof, prior to the time the Backup Servicer receives a notice
from the Trust Collateral Agent that the Backup Servicer will become the Servicer, the Backup
Servicer may terminate this Agreement for any reason in its sole judgment and discretion upon
delivery of ninety (90) days advance written notice to the Noteholders and the Trust Collateral
Agent of such termination.



SECTION 4.4. Return of Confidential Information.



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



ARTICLE 5

MISCELLANEOUS




SECTION 5.1. Notices, Etc.



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



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



If to the Issuer:



Credit Acceptance Auto Loan Trust 2010-1




c/o U.S. Trust Bank National Association


300 Delaware Avenue, 9th Floor


Wilmington, DE 19801


Attention: Annette Morgan


Telephone: (302) 576-3706


Telecopy: (302) 576-3717



If to the Servicer:




Credit Acceptance Corporation


Silver Triangle Building


25505 West Twelve Mile Road, Suite 3000


Southfield, Michigan 48034-8339


Attention: Doug Busk


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


Telecopy: (866) 249-3138



If to the Trust Collateral Agent:




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



If to the Backup Servicer:




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



SECTION 5.2. Successors and Assigns. This Agreement shall be binding upon the Backup
Servicer, and shall inure to the benefit of the Trust Collateral Agent and the Noteholders and
their respective successors and permitted assigns; provided that the Backup Servicer shall not
assign any of its rights or obligations hereunder without the prior written consent of the Majority
Noteholders, and any such assignment in contradiction of the foregoing shall be null and void.



SECTION 5.3. No Bankruptcy Petition Against the Seller and the Issuer. The parties
hereto agree that until one year and one day after such time as the Notes issued under the
Indenture are paid in full, they 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 5.4. Reserved.



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



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



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



SECTION 5.8. Counterparts. This Agreement may be executed in any number of copies,
and by the different parties hereto on the same or separate counterparts, each of which shall be
deemed to be an original instrument.



SECTION 5.9. Headings. Section headings used in this Agreement are for convenience of
reference only and shall not affect the construction or interpretation of this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




IN WITNESS WHEREOF, the Servicer, Wells Fargo, the Issuer and the Seller have caused
this Backup Servicing Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.




CREDIT ACCEPTANCE CORPORATION,




as Servicer




By: /s/ Douglas W. Busk

Name: Douglas W. Busk

Title: Treasurer





WELLS FARGO BANK, NATIONAL ASSOCIATION,




as Backup Servicer and Trust Collateral Agent




By: /s/ Marianna Stershic

Name: Marianna C. Stershic

Title: Vice President





CREDIT ACCEPTANCE AUTO LOAN TRUST 2010-1, as Issuer




By: U.S. Bank Trust National Association, not in its




individual capacity but solely as Owner Trustee




By: /s/Annette Morgan

Name: Annette E. Morgan

Title: Assistant Vice President





CREDIT ACCEPTANCE FUNDING LLC 2010-1,




as Seller




By: /s/ Douglas W. Busk

Name: Douglas W. Busk

Title: Treasurer




Exhibit I

Backup Servicer Certification




	 	 	 	 	 	 	 	 	 
	ARTICLE 1
	 	DEFINITIONS	 	 	1	 
	SECTION 1.1.
	 	Definitions	 	 	1	 
	SECTION 1.2.
	 	Usage of Terms	 	 	2	 
	SECTION 1.3.
	 	Section References	 	 	2	 
	ARTICLE 2
	 	ADMINISTRATION AND COLLECTION	 	 	3	 
	SECTION 2.1.
	 	Reconciliation of Servicer’s Certificate	 	 	3	 
	SECTION 2.2.
	 	Review and Verification	 	 	4	 
	SECTION 2.3.
	 	Assumption of Servicer’s Obligations	 	 	6	 
	SECTION 2.4.
	 	Servicing and Retention of Servicer	 	 	7	 
	SECTION 2.5.
	 	Servicing Duties of the Backup Servicer	 	 	8	 
	SECTION 2.6.
	 	Other Obligations of the Backup Servicer and Servicer	 	 	9	 
	SECTION 2.7.
	 	Servicing Compensation	 	 	9	 
	SECTION 2.8.
	 	Trust Collateral Agent’s Rights	 	 	9	 
	SECTION 2.9.
	 	Liability of the Backup Servicer; Standard of Care	 	 	10	 
	SECTION 2.10.
	 	Monthly Backup Servicer’s Certificate	 	 	12	 
	SECTION 2.11.
	 	Backup Servicer’s Expenses	 	 	13	 
	ARTICLE 3
	 	REPRESENTATIONS AND WARRANTIES	 	 	13	 
	SECTION 3.1.
	 	Representations and Warranties of the Backup Servicer	 	 	13	 
	ARTICLE 4
	 	TERMINATION	 	 	15	 
	SECTION 4.1.
	 	Backup Servicer Event of Default	 	 	15	 
	SECTION 4.2.
	 	Consequences of a Backup Servicer Event of Default	 	 	16	 
	SECTION 4.3.
	 	Backup Servicing Termination	 	 	16	 
	SECTION 4.4.
	 	Return of Confidential Information	 	 	16	 
	ARTICLE 5
	 	MISCELLANEOUS	 	 	16	 
	SECTION 5.1.
	 	Notices, Etc	 	 	16	 
	SECTION 5.2.
	 	Successors and Assigns	 	 	18	 
	SECTION 5.3.
	 	No Bankruptcy Petition Against the Seller and the Issuer	 	 	18	 
	SECTION 5.4.
	 	Reserved	 	 	18	 
	SECTION 5.5.
	 	Severability Clause	 	 	18	 
	SECTION 5.6.
	 	Amendments	 	 	18	 
	SECTION 5.7.
	 	Governing Law	 	 	18	 
	SECTION 5.8.
	 	Counterparts	 	 	18	 
	SECTION 5.9.
	 	Headings	 	 	19