EX-4.(f)(138)






CREDIT ACCEPTANCE AUTO LOAN TRUST 2010-1

$81,000,000 CLASS A ASSET BACKED NOTES

$19,500,000 CLASS B ASSET BACKED NOTES

$900,442 CLASS C ASSET BACKED NOTES













INDENTURE




Dated as of November 4, 2010













WELLS FARGO BANK, NATIONAL ASSOCIATION

as the Trust Collateral Agent/Indenture Trustee

CREDIT ACCEPTANCE AUTO LOAN TRUST 2010-1

as the Issuer




	 	 	 	 	 	 	 	 	 
	ARTICLE I
	 	Definitions and Incorporation by Reference
	 		2	
	SECTION 1.1.
	 	Definitions
	 		2	
	SECTION 1.2.
	 	Rules of Construction
	 		8	
	ARTICLE II
	 	The Notes
	 		9	
	SECTION 2.1.
	 	Form
	 		9	
	SECTION 2.2.
	 	Execution, Authentication and Delivery
	 		9	
	SECTION 2.3.
	 	Registration of Transfer and Exchange of Notes
	 		10	
	SECTION 2.4.
	 	Mutilated, Destroyed, Lost, or Stolen Notes
	 		12	
	SECTION 2.5.
	 	Persons Deemed Owners
	 		12	
	SECTION 2.6.
	 	Access to List of Noteholders’ Names and Addresses
	 		12	
	SECTION 2.7.
	 	Maintenance of Office or Agency
	 		13	
	SECTION 2.8.
	 	Payment of Principal and Interest; Defaulted Interest
	 		13	
	SECTION 2.9.
	 	Release of Collateral
	 		14	
	ARTICLE III
	 	Covenants, Representations and Warranties
	 		14	
	SECTION 3.1.
	 	Payment of Principal and Interest
	 		14	
	SECTION 3.2.
	 	Maintenance of Office or Agency
	 		14	
	SECTION 3.3.
	 	Money for Payments to be Held in Trust
	 		14	
	SECTION 3.4.
	 	Existence
	 		16	
	SECTION 3.5.
	 	Protection of Trust Property
	 		16	
	SECTION 3.6.
	 	Opinions as to Trust Property
	 		17	
	SECTION 3.7.
	 	Performance of Obligations; Servicing of Contracts
	 		17	
	SECTION 3.8.
	 	Negative Covenants
	 		18	
	SECTION 3.9.
	 	Annual Statement as to Compliance
	 		19	
	SECTION 3.10.
	 	Issuer May Consolidate, Etc. Only on Certain Terms
	 		19	
	SECTION 3.11.
	 	Successor or Transferee
	 		21	
	SECTION 3.12.
	 	No Other Business
	 		21	
	SECTION 3.13.
	 	No Borrowing
	 		21	
	SECTION 3.14.
	 	Guarantees, Loans, Advances and Other Liabilities
	 		22	
	SECTION 3.15.
	 	Capital Expenditures
	 		22	
	SECTION 3.16.
	 	Compliance with Laws
	 		22	
	SECTION 3.17.
	 	Restricted Payments
	 		22	
	SECTION 3.18.
	 	Notice of Indenture Events of Default
	 		22	
	SECTION 3.19.
	 	Further Instruments and Acts
	 		22	
	SECTION 3.20.
	 	Amendments of Sale and Servicing Agreement and Trust Agreement
	 		23	
	SECTION 3.21.
	 	Income Tax Characterization
	 		23	
	SECTION 3.22.
	 	Perfection Representations, Warranties and Covenants
	 		23	
	ARTICLE IV
	 	Satisfaction and Discharge
	 		23	
	SECTION 4.1.
	 	Satisfaction and Discharge of Indenture
	 		23	
	SECTION 4.2.
	 	Application of Trust Money
	 		24	
	SECTION 4.3.
	 	Repayment of Moneys Held by Paying Agent
	 		25	
	ARTICLE V
	 	Events of Default; Remedies
	 		25	
	SECTION 5.1.
	 	Indenture Events of Default
	 		25	
	SECTION 5.2.
	 	Rights Upon Indenture Event of Default
	 		27	
	SECTION 5.3.
	 	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
	 		28	
	SECTION 5.4.
	 	Remedies
	 		30	
	SECTION 5.5.
	 	Optional Preservation of the Trust Property
	 		31	
	SECTION 5.6.
	 	[Reserved]	 		32	
	SECTION 5.7.
	 	Limitation of Suits
	 		32	
	SECTION 5.8.
	 	Unconditional Rights of Noteholders To Receive Principal and Interest
	 		33	
	SECTION 5.9.
	 	Restoration of Rights and Remedies
	 		33	
	SECTION 5.10.
	 	Rights and Remedies Cumulative
	 		33	
	SECTION 5.11.
	 	Delay or Omission Not a Waiver
	 		33	
	SECTION 5.12.
	 	[Reserved]	 		33	
	SECTION 5.13.
	 	Undertaking for Costs
	 		33	
	SECTION 5.14.
	 	Waiver of Stay or Extension Laws
	 		34	
	SECTION 5.15.
	 	Action on Notes
	 		34	
	SECTION 5.16.
	 	Performance and Enforcement of Certain Obligations
	 		34	
	SECTION 5.17.
	 	[Reserved]	 		35	
	ARTICLE VI
	 	The Indenture Trustee
	 		35	
	SECTION 6.1.
	 	Duties of Indenture Trustee
	 		35	
	SECTION 6.2.
	 	Rights of Indenture Trustee
	 		36	
	SECTION 6.3.
	 	Individual Rights of Indenture Trustee
	 		38	
	SECTION 6.4.
	 	Indenture Trustee’s Disclaimer
	 		38	
	SECTION 6.5.
	 	Notice of Indenture Events of Default
	 		38	
	SECTION 6.6.
	 	Reports by Indenture Trustee to Holders
	 		38	
	SECTION 6.7.
	 	Compensation
	 		39	
	SECTION 6.8.
	 	Replacement of Indenture Trustee
	 		39	
	SECTION 6.9.
	 	Successor Indenture Trustee by Merger
	 		41	
	SECTION 6.10.
	 	Appointment of Trust Collateral Agent
	 		41	
	SECTION 6.11.
	 	Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	 		41	
	SECTION 6.12.
	 	Eligibility
	 		43	
	SECTION 6.13.
	 	Trust Collateral Agent to Follow Indenture Trustee’s Directions
	 		43	
	SECTION 6.14.
	 	Representations and Warranties of the Indenture Trustee
	 		43	
	SECTION 6.15.
	 	Waiver of Setoffs
	 		44	
	SECTION 6.16.
	 	Reserved
	 		44	
	SECTION 6.17.
	 	Disqualification of the Indenture Trustee
	 		44	
	SECTION 6.18.
	 	Authorization and Direction
	 		44	
	SECTION 6.19.
	 	Action under the Intercreditor Agreement
	 		44	
	ARTICLE VII
	 	Noteholders’ Lists and Reports
	 		44	
	SECTION 7.1.
	 	Issuer To Furnish To Indenture Trustee Names and Addresses of Noteholders
	 		45	
	SECTION 7.2.
	 	Preservation of Information; Communications to Noteholders
	 		45	
	ARTICLE VIII
	 	Accounts, Disbursements and Releases
	 		45	
	SECTION 8.1.
	 	Collection of Money
	 		45	
	SECTION 8.2.
	 	Release of Trust Property
	 		45	
	SECTION 8.3.
	 	Opinion of Counsel
	 		46	
	ARTICLE IX
	 	Supplemental Indentures
	 		46	
	SECTION 9.1.
	 	Supplemental Indentures Not Adversely Affecting Rights of Noteholders
	 		46	
	SECTION 9.2.
	 	Supplemental Indentures Modifying Rights of Noteholders
	 		47	
	SECTION 9.3.
	 	Execution of Supplemental Indentures
	 		49	
	SECTION 9.4.
	 	Effect of Supplemental Indenture
	 		49	
	SECTION 9.5.
	 	Reference in Notes to Supplemental Indentures
	 		49	
	ARTICLE X
	 	Redemption of Notes
	 		49	
	SECTION 10.1.
	 	Redemption
	 		49	
	SECTION 10.2.
	 	Form of Redemption Notice
	 		50	
	SECTION 10.3.
	 	Notes Payable on Redemption Date
	 		50	
	ARTICLE XI
	 	Miscellaneous
	 		51	
	SECTION 11.1.
	 	Compliance Certificates and Opinions, etc
	 		51	
	SECTION 11.2.
	 	Form of Documents Delivered to Indenture Trustee
	 		52	
	SECTION 11.3.
	 	Acts of Noteholders
	 		53	
	SECTION 11.4.
	 	Notices, etc. to Indenture Trustee, Issuer,  and Rating Agencies
	 		53	
	SECTION 11.5.
	 	Notices to Noteholders; Waiver
	 		54	
	SECTION 11.6.
	 	Alternate Payment and Notice Provisions
	 		55	
	SECTION 11.7.
	 	Effect of Headings and Table of Contents
	 		55	
	SECTION 11.8.
	 	Successors and Assigns
	 		55	
	SECTION 11.9.
	 	Separability
	 		55	
	SECTION 11.10.
	 	Benefits of Indenture
	 		55	
	SECTION 11.11.
	 	Legal Holidays
	 		56	
	SECTION 11.12.
	 	GOVERNING LAW
	 		56	
	SECTION 11.13.
	 	Counterparts
	 		56	
	SECTION 11.14.
	 	Recording of Indenture
	 		56	
	SECTION 11.15.
	 	Trust Obligation
	 		56	
	SECTION 11.16.
	 	No Petition
	 		57	
	SECTION 11.17.
	 	Inspection
	 		57	
	SECTION 11.18.
	 	Maximum Interest Payable
	 		57	
	SECTION 11.19.
	 	No Legal Title in Holders
	 		58	
	SECTION 11.20.
	 	Third Party Beneficiary
	 		58	
	SECTION 11.21.
	 	Multiple Roles
	 		59	






	 	 	 
	EXHIBIT A-1

EXHIBIT A-2

EXHIBIT A-3

EXHIBIT B

EXHIBIT C

	 	Form of Class A Note......................................................A-1-1

Form of Class B Note......................................................A-2-1

Form of Class C Note......................................................A-3-1

Form of Transferee Representation Letter................................. B-1

Form of Investment Letter................................................... C-1






INDENTURE dated as of November 4, 2010, between CREDIT ACCEPTANCE AUTO LOAN TRUST
2010-1, a Delaware statutory trust (the “Issuer”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association organized under the laws of the United States, as trust
collateral agent (the “Trust Collateral Agent”) and as indenture trustee (the
“Indenture Trustee”).



Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Issuer’s $81,000,000 Class A 2.06% Asset Backed Notes (the “Class
A Notes”), the $19,500,000 Class B 3.63% Asset Backed Notes (the “Class B Notes”) and
$900,442 Class C Principal-Only Asset Backed Notes (the “Class C Notes,” and together with
the Class A Notes and Class B Notes, the “Notes”):



GRANTING CLAUSE




The Issuer hereby grants to the Indenture Trustee for the benefit of itself and the
Noteholders, as their respective interests may appear, a first-priority perfected security interest
in all of the Issuer’s right, title and interest in and to all assets and personal property of the
Issuer, including but not limited to, all of the Issuer’s accounts, chattel paper, goods, deposit
accounts, documents, general intangibles, instruments, investment property, letter of credit
rights, money and supporting obligations and all proceeds of the foregoing (as each such term is
defined in the UCC, collectively, the “Collateral”) now owned or hereafter acquired, which
Collateral shall be held by the Trust Collateral Agent on behalf of the Indenture Trustee, subject
to the lien of this Indenture.



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



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



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



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



ARTICLE I

Definitions and Incorporation by Reference




SECTION 1.1. Definitions.



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



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



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



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



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



“Class A Notes” means the 2.06% Class A Asset Backed Notes of the Issuer,
substantially in the form of Exhibit A-1 hereto.



“Class A Note Rate” means 2.06% per annum.



“Class B Notes” means the 3.63% Class B Asset Backed Notes of the Issuer,
substantially in the form of Exhibit A-2 hereto.



“Class B Note Rate” means 3.63% per annum.



“Class C Notes” means the Class C Asset Backed Notes of the Issuer, substantially in
the form of Exhibit A-3 hereto.



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



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



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



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



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



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



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



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



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



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



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



“Independent” means, when used with respect to any specified Person, that the Person
(a) is in fact independent of the Issuer, the Originator, any other obligor upon the Notes, the
Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial
interest or any material indirect financial interest in the Issuer, the Originator, any such other
obligor, the Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with
the Issuer, the Originator, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions.



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



“Institutional Accredited Investor” shall have the meaning given to that term in
Section 2.3(a) hereof.



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



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



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



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



“Majority Noteholders” means the Holders of a majority by principal amount of the most
senior then outstanding class of Notes.



“Note” means a Class A Note, Class B Note or Class C Note.



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



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



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



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



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



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




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




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




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



provided, however, that (x) in determining whether the Holders of the requisite
Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, the Servicer,
any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons shall
be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture
Trustee shall be fully protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture
Trustee either actually knows to be so owned or has received written notice thereof shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act
with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the
Notes, the Seller or any Affiliate of any of the foregoing Persons and (y) to the extent that the
Indenture Trustee is a Noteholder, Notes owned by the Indenture Trustee shall be disregarded for
purposes of Section 6.8(b) hereof.



“Outstanding Amount” means the aggregate principal amount of all Notes, or class of
Notes, as applicable, Outstanding at any date of determination.



“Paying Agent” means the Indenture Trustee (so long as Wells Fargo Bank, National
Association is acting as the Indenture Trustee) or any other Person that meets the eligibility
standards for the Indenture Trustee specified in Section 6.12 and is authorized by the
Issuer to make the payments to and distributions from the Collection Account, the Note Distribution
Account, the Reserve Account, the Principal Distribution Account and the Certificate Distribution
Account including payment of principal of or interest on the Notes on behalf of the Issuer.



“Predecessor Note” means, with respect to any particular Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for
the purpose of this definition, any Note authenticated and delivered under Section 2.4 in
lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as
the mutilated, lost, destroyed or stolen Note.



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



“Qualified Institutional Buyer” shall have the meaning given to that term in Section
2.3(a) hereof.



“Rating Agency Condition” means, with respect to any action, that each Rating Agency
shall have been given ten (10) days (or such shorter period as shall be acceptable to such Rating
Agency) prior notice thereof and that such Rating Agency shall have notified the Seller, the
Servicer, the Indenture Trustee, the Owner Trustee and the Issuer that such action will not result
in a reduction or withdrawal of its then current rating of the then-rated Notes.



“Record Date” means, with respect to a Distribution Date and a class of Notes, (i) if
such class of Notes is held in book-entry form, the day immediately preceding such Distribution
Date; or (ii) if such class of Notes is held in definitive form, the last day of the calendar month
preceding such Distribution Date; provided that the Record Date with respect to the First
Distribution Date shall be the Closing Date.



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



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



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



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



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



“Retained Noteholder” shall mean any Person in whose name a Retained Note of any Class
is registered in the Note Register.



“Retained Notes” shall mean the Class C Notes retained on the Closing Date by Credit
Acceptance Corporation or one of its Affiliates, for so long as such Notes are retained by Credit
Acceptance Corporation or one of its Affiliates and, if transferred or assigned by Credit
Acceptance Corporation or one of its Affiliates, until an Opinion of Counsel has been rendered with
respect to the Class of such Notes that the Notes of such Class or any interest therein will be
treated as debt for U.S. federal income tax purposes.



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



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



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



“Targeted Holder” shall mean each holder of (i) a right to receive interest or
principal with respect to the Retained Notes, (ii) any interest in the Trust with respect to which
an Opinion of Counsel has not been rendered that such interest will be treated as debt for federal
income tax purposes, and (iii) a right to receive any amount in respect of the Trust Certificate;
provided, however, that any Person holding more than one right or interest each of
which would cause such Person to be a Targeted Holder shall be treated as a single Targeted Holder.



“Tax Opinion” shall mean, with respect to any action, an Opinion of Counsel to the
effect that, for federal income tax purposes, (a) such action will not cause the Notes of any
outstanding class of Notes that were characterized as debt at the time of their issuance to be
characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an
association (or publicly traded partnership) taxable as a corporation and (c) such action will not
cause or constitute an event in which gain or loss would be recognized by any Holder.



“Termination Date” means the date on which all amounts owing to the Noteholders and,
as certified in writing by the relevant party to the Owner Trustee, the Indenture Trustee, the
Trust Collateral Agent, the Owner Trustee and the Backup Servicer under the Basic Documents are
paid in full.



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



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



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



SECTION 1.2. Rules of Construction.



Unless the context otherwise requires:




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




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




(iii) “or” is not exclusive;




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




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



ARTICLE II




The Notes




SECTION 2.1. Form.



The Class A Notes, the Class B Notes and the Class C Notes, in each case together with the
Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in
Exhibits A-1, A-2 and A-3 hereto, respectively, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by
their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Note.



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



Each Note shall be dated the date of its authentication. The terms of each of the Class A
Notes set forth in Exhibit A-1 hereto, the Class B Notes set forth in Exhibit A-2 hereto and the
Class C Notes set forth in Exhibit A-3 hereto are part of the terms of this Indenture.



SECTION 2.2. Execution, Authentication and Delivery.



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



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



The Indenture Trustee shall upon receipt of the Issuer Order authenticate and deliver the
Class A Notes for original issue in an aggregate principal amount of $81,000,000, Class B Notes for
original issue in the aggregate principal amount of $19,500,000 and Class C Notes for original
issue in the aggregate principal amount of $900,442. The Class A Notes, Class B Notes and Class C
Notes outstanding at any time may not exceed such amounts.



Each Note shall be dated the date of its authentication. The Class A Notes and Class B Notes
(other than those held by Institutional Accredited Investors) shall be issuable as registered Notes
in the minimum denomination of $250,000 and integral multiples of $1,000 thereafter. Notes that
are held by persons who are Institutional Accredited Investors will be required to be issued in the
form of one or more physical notes, registered in the name of the beneficial owner thereof and only
in minimum denominations of U.S.$250,000.



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



No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Note a certificate of authentication substantially in the
form provided for herein executed by the Indenture Trustee by the manual signature of one of its
Responsible Officers, and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.



SECTION 2.3. Registration of Transfer and Exchange of Notes.



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



No sale, conveyance, assignment, hypothecation, pledge, participation, or any other transfer
(each a “Transfer”) of a Note shall be made unless such Transfer is (A) pursuant to an effective
registration statement under the Securities Act, (B) for so long as the such Notes are eligible for
resale pursuant to Rule 144A to a Person the transferor reasonably believes after due inquiry is a
“qualified institutional buyer” as defined in Rule 144A (“Qualified Institutional Buyer”)
that purchases for its own account or for the account of a qualified institutional buyer to whom
notice is given that the transfer is being made in reliance on Rule 144A, (C) made in a transfer
exempt from the registration requirements of the Securities Act, to a Person that is an
institutional “accredited investor” within the meaning of paragraphs (1), (2), (3) and (7) of Rule
501(a) of the Securities Act (an “Institutional Accredited Investor”) that purchases for
its own account or for the account or accounts of an Institutional Accredited Investor, or (D)
pursuant to another available exemption from the registration requirements of the Securities Act
and any applicable state securities and blue sky laws or is made in accordance with said Act and
state laws. The Indenture Trustee may require an Opinion of Counsel to be delivered to it in
connection with any transfer of Notes pursuant to clauses (A), (C) or (D) of this paragraph.



Under no circumstances may an Institutional Accredited Investor take delivery in the form of a
beneficial interest in a book-entry Note if such purchaser is not a Qualified Institutional Buyer.
The Notes that are sold to Persons that, at the time of acquisition, purported acquisition or
proposed acquisition of any such Note are Institutional Accredited Investors shall be issued in the
form of definitive, fully registered physical notes substantially in the form attached as Exhibit
A-1 or A-2, which shall be registered in the name of the beneficial owner or a nominee thereof,
duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided (the
“Physical Notes”). Any purchaser of the Physical Notes (other than the Initial Purchasers)
will be required to deliver to the Indenture Trustee a transferee representation letter
substantially in the form of Exhibit B attached hereto. If any Holder of a Physical Note is
determined not to have been an Institutional Accredited Investor when it acquired such Physical
Note, the Issuer may demand that such Holder sell its Physical Note to an Institutional Accredited
Creditor permitted under the Indenture within thirty (30) days after notice of such demand is
given. If the Holder fails to effect the sale within such 30-day period, upon direction from the
Servicer or the Issuer, the Indenture Trustee, on behalf of and at the expense of the Issuer, will
cause such Holder’s Physical Note to be transferred in a commercially reasonable sale (which may be
conducted by an investment banker selected by the Indenture Trustee in accordance with Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York as applied to
securities that are sold on a recognized market or that may decline speedily in value) to an
Institutional Accredited Creditor in accordance with the requirements of this Indenture.



No portion of the Retained Notes or any interest therein may be transferred, directly or
indirectly, to any Person (other than Credit Acceptance Funding LLC 2010-1 in the initial offering,
which shall not be subject to any of the transfer restrictions set forth herein that relate
specifically to each initial purchaser) except in accordance with this Section 2.3(a). No portion
of the Retained Notes or any interest therein may be Transferred to any Person (each, an
“Assignee”), unless the Assignee shall have executed and delivered the certifications
referred to in this Section 2.3 and, except in connection with the initial Transfer of the Retained
Notes to the Retained Noteholders, the Indenture Trustee has received a Tax Opinion with respect to
such Transfer. Any attempted Transfer that would cause the number of Targeted Holders to exceed
ninety-five shall be void. Upon request by a Retained Noteholder, the number of Targeted Holders
shall be disclosed to such requesting Retained Noteholder.



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



Only upon receipt by the Indenture Trustee of the written consent of each of the Seller and
the Servicer to such Transfer shall the Retained Notes (or such portion thereof) be transferred
upon the Note Register; provided, however, that such consent shall only be withheld
based upon the reasonable belief of the Seller or the Servicer that such Transfer may cause the
number of Targeted Holders to exceed ninety-five. Such Transfers of all or any portion of the
Retained Notes shall be subject to the restrictions set forth in this Section 2.3(a) and to such
other restrictions as shall be set forth in the investment letter, substantially in the form
attached hereto as Exhibit C, executed by the purchasing Retained Noteholder. Successive
registrations and registrations of Transfers as aforesaid may be made from time to time as desired,
and each such registration shall be noted on the Note Register. No Transfer of the Retained Notes
will be effective and the Transfer Agent and Note Registrar shall not register such Transfer,
unless the Assignee has delivered an investment letter substantially in the form attached hereto as
Exhibit C to the Indenture Trustee. Any purported Transfer or registration of Transfer of a
Retained Note in violation of the preceding sentence shall be absolutely null and void and shall
vest no rights in the purported Assignee.



Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it is,
for federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation
or partnership organized in or under the laws of the United States or any state or the District of
Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the
Retained Notes may constitute unrelated business taxable income, (iii) an estate the income of
which is includible in gross income for U.S. federal income tax purposes regardless of its source,
or (iv) (a) a trust for which a court within the United States is able to exercise primary
supervision over its administration and for which one or more persons described in this paragraph
are able to control all substantial decisions or (b) a trust for which a valid election has been
made to be treated as a United States person. Each Assignee also shall agree that it will furnish
to the Person from whom it is acquiring any interest in the Retained Notes, the Seller, the
Servicer, and the Indenture Trustee, a properly executed U.S. Internal Revenue Service Form W-9
(and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form) and such other certifications, representations or
Opinions of Counsel as may be requested by the Indenture Trustee.



Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it has
not acquired and it will not Transfer any interest in the Retained Notes, or cause an interest in
the Retained Notes to be marketed, on or through an “established securities market” within the
meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including,
without limitation, an over-the-counter market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations. In addition, any Assignee shall certify to the Seller,
the Servicer, and the Indenture Trustee, prior to any delivery or Transfer to it of any Retained
Notes, (i) that it is not and will not become (and that, if it is disregarded as an entity separate
from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”),
its owner is not and will not become), for so long as it holds an interest in the Retained Notes, a
partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a
“Flow-Thru Entity”), or (ii) that if it (or, if it is a DRE, its owner) is, or becomes, a
Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a Flow-Thru Entity and it
holds an interest in the Retained Notes, not more than 50% of the value of any interests in it (or,
if it is a DRE, its owner) will be attributable to interests in the Trust held by it. Each initial
purchaser of an interest in the Retained Notes acknowledges that the Opinion of Counsel to the
effect that the Trust will not be treated as an association or publicly traded partnership taxable
as a corporation is dependent in part on the accuracy of its certifications described in this
Section 2.3(a).



Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee (i) that it
has purchased its interest in the Retained Notes for investment only and not with a view to any
public distribution thereof and (ii) that it will not offer, sell, pledge or otherwise transfer its
interest in all or any portion of the Retained Notes, except in compliance with the Securities Act
and other applicable laws and only (1) to the Seller, (2) pursuant to Rule 144A to a person who it
reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for
its own account or for the account of a QIB, whom it has informed that such offer, sale or other
transfer is being made in reliance on Rule 144A or (3) pursuant to an exemption from the
registration requirements of the Securities Act to a person that is an Institutional Accredited
Investor in a transaction meeting such exemption purchasing for its own account or one or more
accounts of an Institutional Accredited Investor in reliance upon such exemption. No Retained
Noteholders will have the right to require the Seller to register the Retained Notes or any other
securities under the Securities Act or any other securities laws.



The purchaser or transferee of each Note or any interest therein shall be deemed to represent
and warrant that, with respect to the source of funds to be used by such transferee to acquire such
Note or any interest therein (the “Source”) either (a) such Source is not, and is not directly or
indirectly acting for, on behalf of or with any assets of, an employee benefit plan or other
arrangement subject to Title I of ERISA, a “plan” to which Section 4975 of the Code applies, or a
plan or other arrangement that is subject to any provision of any federal, state, local or other
laws or regulations that are substantively similar to the foregoing provisions of ERISA or the Code
(“Similar Law”), or (b) the acquisition and holding of such Notes or interest therein by such
Source will not constitute or result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code, or a violation of Similar Law.



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



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




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




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




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




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



Neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor
or restrict the transfer of beneficial ownership in any Note an interest in which is transferable
through the facilities of the Clearing Agency.



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



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



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



(e) Every Note presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and
the Note Registrar duly executed by the Holder or his or her attorney duly authorized in writing.
Each Note surrendered for registration of transfer or exchange shall be canceled and subsequently
disposed of by the Indenture Trustee in accordance with its customary practice.



Any Holder of a physical note may transfer such Note or exchange a certificate representing
such Note in whole or in part (in a number equal to any authorized denomination) by surrendering
the physical note at the corporate trust office of the Indenture Trustee, together with an executed
instrument of assignment and a transferee representation letter substantially in the form attached
as Exhibit B hereto. In exchange for any physical notes properly presented for transfer with all
necessary accompanying documentation, the Indenture Trustee, will within five (5) Business Days of
such request, deliver at the corporate trust office of the Indenture Trustee, to the transferee or
send by first-class mail at the risk of the transferee to such address as the transferee may
request, a physical notes for a like amount of such physical notes as may be requested. The
presentation for transfer of any physical notes will not be valid unless made at the corporate
trust office of the Indenture Trustee by the registered Holder in person, or by a duly authorized
attorney-in-fact. The Holder of a physical note will not be required to bear the costs and expenses
of effecting any transfer or registration of transfer, except that the relevant Holder will be
required to bear (i) the expenses of delivery by other than regular mail (if any) and (ii) if the
Issuer so requires, the payment of a sum sufficient to cover any duty, stamp tax or governmental
charge or insurance charges that may be imposed in relation to such transfer.



(f) No service charge shall be made for any registration of transfer or exchange of Notes, but
the Indenture Trustee may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of Notes.



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



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



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



SECTION 2.5. Persons Deemed Owners.



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



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



The Indenture Trustee shall furnish or cause to be furnished to the Servicer, within fifteen (15)
days after receipt by the Indenture Trustee of a request therefor from the Servicer in writing, a
list, in such form as the Servicer may reasonably require, of the names and addresses of the
Noteholders as of the most recent Record Date. If three or more Noteholders, or one or more
Holders of Notes aggregating not less than 10% of the Aggregate Note Balance, apply in writing to
the Indenture Trustee, and such application states that the applicants desire to communicate with
other Noteholders with respect to their rights under this Indenture or under the Notes and such
application shall be accompanied by a copy of the communication that such applicants propose to
transmit, then the Indenture Trustee shall, within five (5) Business Days after the receipt of such
application, make available to such Noteholders access during normal business hours to the current
list of Noteholders. Each Holder, by receiving and holding a Note, shall be deemed to have agreed
to hold neither the Servicer nor the Indenture Trustee accountable by reason of the disclosure of
its name and address, regardless of the source from which such information was derived.



SECTION 2.7. Maintenance of Office or Agency.



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



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



(a) The Class A Notes shall accrue interest as provided in the form of the Class A Note set
forth in Exhibit A-1 hereto and the Class B Notes shall accrue interest as provided in the form of
the Class B Note set forth in Exhibit A-2 hereto, such respective interest shall be due and payable
on each Distribution Date as specified therein. The Class C Notes shall not accrue interest. Any
installment of interest or principal, if any, payable on any Note which is punctually paid or duly
provided for by the Issuer on the applicable Distribution Date or on the Stated Final Maturity
shall be paid as set forth in Section 5.09(a) of the Sale and Servicing Agreement.



(b) The principal of each Note shall be payable in installments on each Distribution Date as
provided in the forms of the Class A Note, the Class B Note and the Class C Note, as set forth in
Exhibits A-1, A-2 and A-3 hereto, respectively. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes, and all accrued interest thereon (if any), shall become due and
payable, if not previously paid, upon the acceleration thereof after the occurrence of an Indenture
Event of Default in the manner provided in Section 5.2. All principal payments on each
class of Notes shall be made as provided in Section 5.2 and in Section 5.09(a) of the Sale
and Servicing Agreement, as applicable. Upon written notice from the Issuer, the Indenture Trustee
shall notify the Person in whose name a Note is registered at the close of business on the Record
Date preceding the Distribution Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by
facsimile prior to such final Distribution Date and shall specify that such final installment will
be payable only upon presentation and surrender of such Note and shall specify the place where such
Note may be presented and surrendered for payment of such installment. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.



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



SECTION 2.9. Release of Collateral.



The Indenture Trustee shall, on or after the Termination Date and subject to the provisions of
Section 4.1 hereof, release and shall cause the Trust Collateral Agent to release any
remaining portion of the Trust Property from the lien created by this Indenture and shall cause the
Trust Collateral Agent to deposit in the Collection Account any funds then on deposit in any other
Trust Account. The Indenture Trustee shall release property from the lien created by this
Indenture pursuant to this Section 2.9 only upon receipt by the Indenture Trustee of an Issuer
Request accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the applicable
requirements of Section 11.1.



ARTICLE III




Covenants, Representations and Warranties




SECTION 3.1. Payment of Principal and Interest.



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



SECTION 3.2. Maintenance of Office or Agency.



For so long as the Indenture Trustee is the transfer agent, the Issuer will maintain in
Minneapolis, Minnesota, an office or agency where Notes may be surrendered for registration of
transfer or exchange, and an office in Minneapolis, Minnesota where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially
appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer will
give prompt written notice to the Indenture Trustee of the location, and of any change in the
location, of any such office or agency. If at any time the Issuer shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer
hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and
demands.



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



On or before each Distribution Date and Redemption Date, subject to Section 5.08 of the Sale and
Servicing Agreement, the Issuer shall deposit or cause to be deposited in the Note Distribution
Account from the Collection Account, an aggregate sum sufficient to pay the amounts then becoming
due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto
and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee
of its action or failure so to act.



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




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




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




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




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




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



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



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



SECTION 3.4. Existence.



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



SECTION 3.5. Protection of Trust Property.



The Issuer intends the security interest granted pursuant to this Indenture in favor of the
Indenture Trustee and the Noteholders to be prior to all other liens in respect of the Trust
Property, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the
Indenture Trustee, for the benefit of the Noteholders, a first lien on and a first priority,
perfected security interest in the Trust Property. The Issuer will from time to time prepare (or
shall cause to be prepared), execute, file and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of further assurance and
other instruments, and will take such other action necessary or advisable to:




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




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




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




(iv) enforce any of the Trust Property;




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




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



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



SECTION 3.6. Opinions as to Trust Property.



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



(b) Within thirty (30) days after the beginning of each quarter, beginning with the first
quarter after the Closing Date, the Issuer shall cause an Opinion of Counsel, dated as of a date
during such 30-day period, to be delivered to the Indenture Trustee with respect to the creation of
the Seller’s security interest under the Sale and Contribution Agreement and the perfection and
creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent
Conveyed Property transferred from Credit Acceptance to the Seller during such quarter.



(c) The Issuer will deliver or cause to be delivered to the Indenture Trustee within 90 days
after the beginning of each calendar year beginning with 2012, an Opinion of Counsel for the
Issuer, dated as of a date during such 90-day period, stating that, in the opinion of such counsel,
the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured
party and any related continuation statement or amendment (the “Financing Statement”) will remain
effective and no additional financing statements, continuation statements or amendments with
respect to the Financing Statement (other than a continuation statement to be filed within the
period that is six months prior to the expiration of the Financing Statement, as applicable) will
be required to be filed from the date of such opinion through the date that is the one year
anniversary of the date of such opinion to maintain the perfection of the security interest of the
Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of
Counsel shall (i) describe the filing of any financing statements and continuation statements that
will, in the opinion of such counsel, be required to preserve and protect the security interest of
the Indenture Trustee in the Collateral, until the 90th day in the following calendar year and (ii)
specify any action necessary (as of the date of such opinion) to be taken in the following calendar
year to preserve perfection of such interest.



SECTION 3.7. Performance of Obligations; Servicing of Contracts.



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



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



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



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



(e) The Issuer agrees that it will not waive timely performance or observance by the Servicer
or the Seller of their respective duties under the Basic Documents if the effect thereof would
adversely affect the Holders of the Notes.



SECTION 3.8. Negative Covenants.



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




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




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




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



SECTION 3.9. Annual Statement as to Compliance.



The Issuer will deliver to the Indenture Trustee, the Rating Agencies and the Noteholders on or
before April 30th of each year beginning in the year 2011, an Officer’s Certificate
dated as of the previous December 31st stating, as to the Authorized Officer signing
such Officer’s Certificate, that:




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




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



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



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




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




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




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




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




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




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



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




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




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




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




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




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




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



SECTION 3.11. Successor or Transferee.



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



(b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to
Section 3.10(b), Credit Acceptance Auto Loan Trust 2010-1 will be released from every
covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with
respect to the Notes immediately upon the delivery of written notice from the Issuer to the
Indenture Trustee stating that Credit Acceptance Auto Loan Trust 2010-1 is to be so released.



SECTION 3.12. No Other Business.



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



SECTION 3.13. No Borrowing.



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



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



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



SECTION 3.15. Capital Expenditures.



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



SECTION 3.16. Compliance with Laws.



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



SECTION 3.17. Restricted Payments.



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



SECTION 3.18. Notice of Indenture Events of Default.



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



SECTION 3.19. Further Instruments and Acts.



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



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



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



SECTION 3.21. Income Tax Characterization.



For purposes of federal income, state and local income and franchise and any other income taxes,
the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each
Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such
Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as
indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as
indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it
will cause any Person acquiring an interest in a Note through it to comply with this agreement as
to treatment as indebtedness under applicable tax law, as described in this Section 3.21.



The Notes will be issued with the intention that, for federal, state and local income and
franchise tax purposes the Trust shall not be treated as an association or publicly traded
partnership taxable as a corporation. The parties hereto agree that they shall not cause or
permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or
any successor provision) whereby the Trust or any portion thereof would be treated as a corporation
for federal income tax purposes. The provisions of this Indenture shall be construed in
furtherance of the foregoing intended tax treatment.



SECTION 3.22. Perfection Representations, Warranties and Covenants.



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



ARTICLE IV




Satisfaction and Discharge




SECTION 4.1. Satisfaction and Discharge of Indenture.



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




(A) either




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




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




(i) have become due and payable,




(ii) will become due and payable at their respective stated
final maturity dates within one year, or




(iii) are to be called for redemption within one year under
arrangements satisfactory to the Indenture Trustee for the giving of
notice of redemption by the Indenture Trustee in the name, and at the
expense, of the Issuer,



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




(B) the Issuer has paid or caused to be paid all Issuer Secured Obligations;
and




(C) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate,
an Opinion of Counsel and if required by the Indenture Trustee an Independent
Certificate from a firm of certified public accountants, each meeting the applicable
requirements of Section 11.1(a) and each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.



Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, the
Indenture Trustee shall deliver to the Owner Trustee a certificate of a Responsible Officer stating
that the Noteholders and the Indenture Trustee have been paid all amounts owed to them.



SECTION 4.2. Application of Trust Money.



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



SECTION 4.3. Repayment of Moneys Held by Paying Agent.



In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this
Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture
Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.



ARTICLE V




Events of Default; Remedies




SECTION 5.1. Indenture Events of Default.



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




(i) default by the Issuer in the payment of any interest on either (x) the Class A
Notes or (y) the Class B Notes when the same becomes due and payable, and such default
shall continue for a period of five (5) days or more; or




(ii) default by the Issuer in the payment of the principal of or any installment of
the principal of any class of Notes when the same becomes due and payable on the applicable
stated final maturity date; or




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




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




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




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




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




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




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




(x) the Issuer becomes an “investment company” within the meaning of the Investment
Company Act of 1940; or




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



SECTION 5.2. Rights Upon Indenture Event of Default.



(a) If an Indenture Event of Default described in clause (iv) or (v) of Section
5.1 shall have occurred, the entire unpaid principal balance of the Notes, all interest
accrued and unpaid thereon and all other amounts payable under this Indenture and the Basic
Documents shall automatically become immediately due and payable. If any other Indenture Event of
Default shall have occurred, the Indenture Trustee, if so requested in writing by the Majority
Noteholders, shall declare by written notice to the Issuer that the entire principal balance of the
Notes, all interest accrued and unpaid thereon and all other amounts payable under this Indenture
and the other Basic Documents to be immediately due and payable.



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




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




SECOND:  to the Note Distribution Account, amounts to be applied sequentially
(i) first, to the Class A Noteholders, the Class A Interest Distributable Amount due and
payable on such Distribution Date and the Class A Interest Carryover Shortfall, if any, from
any prior Distribution Date and (ii) second, to the Class B Noteholders, the Class B
Interest Distributable Amount due and payable on such Distribution Date and the Class B
Interest Carryover Shortfall, if any, from any prior Distribution Date; and




THIRD:  to the Note Distribution Account, amounts to be applied sequentially
(i) first, to the Class A Noteholders, the Class A Principal Distributable Amount until the
Class A Note Balance has been reduced to zero, (ii) second, to the Class B Noteholders, the
Class B Principal Distributable Amount until the Class B Note Balance has been reduced to
zero, and (iii) third, to the Class C Noteholders, the Class C Principal Distributable
Amount until the Class C Note Balance has been reduced to zero.



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




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




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




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




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



No such rescission shall affect any subsequent default or impair any right relating to or
resulting from such default.



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



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



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



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




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




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




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




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



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



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



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



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



SECTION 5.4. Remedies.



(a) If an Indenture Event of Default shall have occurred and the maturity of the Notes shall
been accelerated pursuant to the terms of Section 5.2(a) hereof, the Indenture Trustee at the
written direction of the Majority Noteholders may do any one or more of the following:




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




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




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




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




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




(B) such Indenture Event of Default is of the type described in any other
clause of Section 5.1 and the consent of the Noteholders to such sale or
liquidation of the Trust Property in writing has been obtained; or




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



provided, however, that, subject to Section 6.1, the Indenture Trustee
shall have the right to decline to follow any such direction if it, being advised by counsel,
determines that the action so directed may not lawfully be taken, or if it, in good faith shall, by
a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to
personal liability.



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



SECTION 5.5. Optional Preservation of the Trust Property.



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



	 	 	 
	SECTION 5.6.

	 	[Reserved].
	
 
	 	 
	SECTION 5.7.

	 	Limitation of Suits.
	
 
	 	 






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




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




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




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




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




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



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



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



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



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



SECTION 5.9. Restoration of Rights and Remedies.



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



SECTION 5.10. Rights and Remedies Cumulative.



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



SECTION 5.11. Delay or Omission Not a Waiver.



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



	 	 	 
	SECTION 5.12.

	 	[Reserved].
	
 
	 	 
	SECTION 5.13.

	 	Undertaking for Costs.
	
 
	 	 






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



SECTION 5.14. Waiver of Stay or Extension Laws.



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



SECTION 5.15. Action on Notes.



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



SECTION 5.16. Performance and Enforcement of Certain Obligations.



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



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



ARTICLE VI




The Indenture Trustee




SECTION 6.1. Duties of Indenture Trustee.



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



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




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




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



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




(i) this paragraph does not limit the effect of paragraph (b) of this Section 6.1; and




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



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



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



(f) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions of this Section
6.1.



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



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



SECTION 6.2. Rights of Indenture Trustee.



Except as otherwise provided in Section 6.1:



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



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



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



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



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



(f) The Indenture Trustee shall be under no obligation to exercise any of the rights and
powers vested in it by this Indenture or the other Basic Documents, or to institute, conduct or
defend any litigation under this Indenture or in relation to this Indenture, at the request, order
or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless
it shall have been offered security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities that may be incurred therein or thereby; provided,
however, that the Indenture Trustee shall, upon the occurrence of an Indenture Event of
Default (that has not been cured), exercise the rights and powers vested in it by this Indenture
with the same degree of care and skill in its exercise as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.



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



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



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



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



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



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



SECTION 6.3. Individual Rights of Indenture Trustee.



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



SECTION 6.4. Indenture Trustee’s Disclaimer.



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



SECTION 6.5. Notice of Indenture Events of Default.



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



SECTION 6.6. Reports by Indenture Trustee to Holders.



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



SECTION 6.7. Compensation.



(a) The Issuer shall pay to the Indenture Trustee from time to time compensation for its
services as agreed in writing and in accordance with Section 5.08(a) of the Sale and Servicing
Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of
a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the
compensation for its services, except any such expense as may be attributable to its willful
misconduct, negligence or bad faith. Such expenses shall include securities transaction charges
relating to the investment of funds (net of investment earnings) on behalf of the Indenture Trustee
or the Trust Collateral Agent on deposit in the Trust Accounts (except for the Certificate
Distribution Account) and the reasonable compensation and reasonable expenses, disbursements and
advances of the Indenture Trustee’s counsel and of all persons not regularly in its employ;
provided, however, that the securities transaction charges referred to above shall,
in the case of certain Eligible Investments selected by the Servicer, be waived for a particular
investment in the event that any amounts are received by the Trust Collateral Agent from a
financial institution in connection with the purchase of such Eligible Investments. The Issuer
agrees to indemnify the Indenture Trustee and Trust Collateral Agent as set forth in Section 6.05
of the Sale and Servicing Agreement. The Indenture Trustee agrees that its recourse to the Issuer,
the Seller and the Trust Property shall be limited to the right to receive distributions in
accordance with Section 5.08(a) of the Sale and Servicing Agreement and Article V hereof and shall
not be recourse to the assets of any Noteholder.



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



SECTION 6.8. Replacement of Indenture Trustee.



(a) The Indenture Trustee may resign at any time by so notifying the Issuer in writing at
least sixty (60) days prior and upon the appointment and assumption of its obligations by a
successor Indenture Trustee.



(b) The Issuer, with the prior written consent of the Majority Noteholders, may remove the
Indenture Trustee by written notice if:




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




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




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




(iv) the Indenture Trustee commences a voluntary case under any federal or state
banking or bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law, or consents to the
appointment of or taking possession by a receiver, liquidator, assignee, custodian,
trustee, conservator, sequestrator (or other similar official) for the Indenture Trustee or
for any substantial part of the Indenture Trustee’s property, or makes any assignment for
the benefit of creditors or fails generally to pay its debts as such debts become due or
takes any corporate action in furtherance of any of the foregoing;




(v) the Indenture Trustee fails to comply with any material covenant hereunder; or




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



(c) [Reserved].



(d) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of
Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as
the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.



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



If a successor Indenture Trustee does not take office within sixty (60) days after the
retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or
Majority Noteholders may petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee that meets the eligibility requirements set forth in Section
6.12 hereof.



If the Indenture Trustee fails to comply with Section 6.15, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.



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



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



SECTION 6.9. Successor Indenture Trustee by Merger.



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



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



SECTION 6.10. Appointment of Trust Collateral Agent.



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



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



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



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




(i) all rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee shall be conferred or imposed upon and exercised or performed by the Indenture
Trustee and such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without the Indenture
Trustee joining in such act), except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed the Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust or any portion thereof
in any such jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Indenture Trustee;




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




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



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



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



SECTION 6.12. Eligibility.



The Indenture Trustee under this Indenture shall at all times be a corporation or banking
association having an office in the same state as the location of the Corporate Trust Office as
specified in this Indenture; organized and doing business under the laws of such state or the
United States of America; authorized under such laws to exercise corporate trust powers; having a
combined capital and surplus of at least $100,000,000; having long-term unsecured debt obligations
which have at least the Required Long-Term Debt Rating and subject to supervision or examination by
federal or state authorities. If such corporation shall publish reports of its condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Indenture Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Indenture Trustee shall resign
immediately.



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



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



SECTION 6.14. Representations and Warranties of the Indenture Trustee.



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




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




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




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




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




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




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



SECTION 6.15. Waiver of Setoffs.



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



	 	 	 
	SECTION 6.16.

	 	Reserved.
	
 
	 	 
	SECTION 6.17.

	 	Disqualification of the Indenture Trustee.
	
 
	 	 






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



SECTION 6.18. Authorization and Direction.



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



SECTION 6.19. Action under the Intercreditor Agreement.



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



ARTICLE VII




Noteholders’ Lists and Reports




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



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



SECTION 7.2. Preservation of Information; Communications to Noteholders.



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



ARTICLE VIII




Accounts, Disbursements and Releases




SECTION 8.1. Collection of Money.



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



SECTION 8.2. Release of Trust Property.



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



SECTION 8.3. Opinion of Counsel.



The Indenture Trustee shall receive at least seven (7) days’ written notice when requested by the
Issuer to take any action pursuant to Section 8.2, accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require as a condition to such action, an Opinion of
Counsel in form and substance satisfactory to the Indenture Trustee, stating the legal effect of
any such action, outlining the steps required to complete the same, and concluding that all
conditions precedent to the taking of such action have been complied with and such action will not
materially and adversely impair the security for the Notes or the rights of each of the Noteholders
in contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust
Property. Counsel rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in
connection with any such action.



ARTICLE IX




Supplemental Indentures




SECTION 9.1. Supplemental Indentures Not Adversely Affecting Rights of Noteholders.



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




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




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




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




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




(v) to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision herein or in any
supplemental indenture or to add any other provisions with respect to matters or questions
arising under this Indenture or in any supplemental indenture; provided that such action
shall not adversely affect the interests of the Holders of the Notes; or




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



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



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



SECTION 9.2. Supplemental Indentures with Consent of Noteholders.



The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior
notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which
consent of any Holder of a Note given pursuant to this Agreement or pursuant to any other provision
of this Agreement shall be conclusive and binding on such Holder and on all future Holders of such
Note and of any Not e issued upon the registration of transfer thereof or in exchange thereof or in
lieu thereof whether or not notation of such consent is made upon the Note), enter into an
indenture or indentures supplemental hereto for the purpose of modifying in any manner the rights
of the Holders of the Notes under this Indenture; provided, however, if any party
to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable
circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this
Agreement without such party’s signature; provided further, however, that,
no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:




(i) change the time of payment of any installment of principal of or interest on any
Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption
Price with respect thereto, change the provision of this Indenture relating to the
application of collections on, or the proceeds of the sale of, the Trust Property to
payment of principal of or interest on the Notes;




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




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




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




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




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




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




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



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



Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a
copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity of any such
supplemental indenture.



SECTION 9.3. Execution of Supplemental Indentures.



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



SECTION 9.4. Effect of Supplemental Indenture.



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



SECTION 9.5. Reference in Notes to Supplemental Indentures.



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



ARTICLE X




Redemption of Notes




SECTION 10.1. Redemption.



The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer
pursuant to Section 10.01(a) of the Sale and Servicing Agreement, on any Distribution Date on which
the Servicer exercises its option to reacquire the Trust Property pursuant to Section 10.01(a) of
the Sale and Servicing Agreement for a redemption price equal to the Redemption Price;
provided, however, that the Indenture Trustee on behalf of the Issuer has received
funds sufficient to pay the Redemption Price. The Issuer shall furnish the Rating Agencies notice
of such redemption. If the Notes are to be redeemed pursuant to this Section, the Issuer shall
furnish notice of such election to the Trust Collateral Agent and the Indenture Trustee not later
than twenty (20) days prior to the Redemption Date and promptly upon giving such notice, the Issuer
shall designate amounts on deposit in the Collection Account and/or shall deposit or cause to be
deposited with the Indenture Trustee in the Note Distribution Account the Redemption Price of the
Notes to be redeemed whereupon all outstanding Notes shall be due and payable on the Redemption
Date, together with other amounts due and owing at such time under the Basic Documents, upon the
furnishing of a notice complying with Section 10.2 to each Holder of Notes;
provided, however, that if the Class C Notes are being redeemed, if the Servicer is
the holder of the Class C Notes and if the Servicer delivers the Class C Notes as part of the
redemption price being paid by the Servicer to so re-acquire the Trust Property, then the Class C
Notes so delivered shall be canceled and such portion of the Redemption Price representing the
unpaid Class C Note Balance shall be deemed to have been paid in full to the Servicer as holder of
the Class C Notes.



SECTION 10.2. Form of Redemption Notice.



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



All notices of redemption shall state:




(i) the Redemption Date;




(ii) the Redemption Price;




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




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



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



SECTION 10.3. Notes Payable on Redemption Date.



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



ARTICLE XI




Miscellaneous




SECTION 11.1. Compliance Certificates and Opinions, etc.



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



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




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




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




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



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



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



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



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



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



SECTION 11.2. Form of Documents Delivered to Indenture Trustee.



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



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



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



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



SECTION 11.3. Acts of Noteholders.



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



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



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



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



SECTION 11.4. Notices, etc. to Indenture Trustee, Issuer, and Rating Agencies.



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



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



(b) The Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every
purpose hereunder if personally delivered, delivered by overnight courier, mailed certified mail,
return receipt requested or by telecopy to: Credit Acceptance Corporation, Silver Triangle
Building, 25505 West Twelve Mile Road, Suite 3000, Southfield, Michigan 48034-8339, Attention: Doug
Busk, Telephone: (248) 353-2700 (ext. 4432), Telecopy: (866) 743-2704. The Issuer shall promptly
transmit any notice received by it from the Noteholders to the Indenture Trustee;



(c) [Reserved]; and



(d) Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee
or the Owner Trustee shall be in writing, electronically delivered, personally delivered, delivered
by overnight courier, or mailed certified mail, return receipt requested to the following
addresses: (i) S&P, via electronic delivery to Servicer—reports@sandp.com (or for any information
not available in electronic format, send hard copies to: 55 Water Street, New York, New York 10041)
and (ii) in the case of DBRS, Inc., via electronic delivery to abs—surveillance@dbrs.com (or for
any information not available in electronic format, send hard copies to: DBRS, ABS Surveillance,
140 Broadway, New York, NY 10005);



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



SECTION 11.5. Notices to Noteholders; Waiver.



Where this Indenture provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid to each Noteholder affected by such event, at his or her address as it
appears on the Note Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Noteholders is given
by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any
particular Noteholder shall affect the sufficiency of such notice with respect to other
Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be
presumed to have been duly given.



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



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



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



SECTION 11.6. Alternate Payment and Notice Provisions.



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



SECTION 11.7. Effect of Headings and Table of Contents.



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



SECTION 11.8. Successors and Assigns.



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



SECTION 11.9. Separability.



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



SECTION 11.10. Benefits of Indenture.



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



SECTION 11.11. Legal Holidays.



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



SECTION 11.12. GOVERNING LAW.



THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.



SECTION 11.13. Counterparts.



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



SECTION 11.14. Recording of Indenture.



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



SECTION 11.15. Trust Obligation.



No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer,
the Seller, the Owner Trustee, the Trust Collateral Agent or the Indenture Trustee on the Notes or
under this Indenture or any certificate or other writing delivered in connection herewith or
therewith, against: (i) the Seller, the Indenture Trustee or the Trust Collateral Agent or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer,
the Seller, the Servicer, the Indenture Trustee or the Trust Collateral Agent or the Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer or of any successor
or assign of the Seller, the Servicer, the Indenture Trustee or the Trust Collateral Agent or the
Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee or the Trust Collateral Agent and the Owner Trustee
have no such obligations in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.



SECTION 11.16. No Petition.



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



SECTION 11.17. Inspection.



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



SECTION 11.18. Maximum Interest Payable.



The Issuer, the Indenture Trustee and the Holders of the Notes specifically intend and agree to
limit contractually the amount of interest payable under this Indenture, the Notes and all other
instruments and agreements related hereto and thereto to the maximum amount of interest lawfully
permitted to be charged under applicable law. Therefore, none of the terms of this Indenture, the
Notes or any instrument pertaining to or relating to or executed in connection with this Indenture
or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be
interest under applicable law) at a rate in excess of the maximum rate permitted to be charged
under applicable law, and neither the Issuer nor any other party liable or to become liable
hereunder, under the Notes or under any other instruments and agreements related hereto and thereto
shall ever be liable for interest in excess of the amount determined at such maximum rate, and the
provisions of this Section shall control over all other provisions of this Indenture, the Notes or
any other instrument pertaining to or relating to the transactions herein or therein contemplated.
If any amount of interest taken or received by the Indenture Trustee or any Holder of a Note shall
be in excess of said maximum amount of interest which, under applicable law, could lawfully have
been collected by the Indenture Trustee or such Holder incident to such transactions, then such
excess shall be deemed to have been the result of a mathematical error by all parties hereto and
shall be automatically applied to the reduction of the principal amount owing under the Notes or if
such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be
refunded promptly by the Person receiving such amount to the party paying such amount. All amounts
paid or agreed to be paid in connection with such transactions which would under applicable law be
deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated,
allocated and spread throughout the stated term of the Indenture. “Applicable law” as used in this
paragraph means that law in effect from time to time which permits the charging and collection of
the highest permissible lawful, nonusurious rate of interest on the transactions herein
contemplated including laws of each State which may be held to be applicable and of the United
States of America, and “maximum rate” as used in this paragraph means, with respect to each of the
Notes, the maximum lawful, nonusurious rates of interest (if any) which under applicable law may be
charged to the Issuer from time to time with respect to such Notes.



SECTION 11.19. No Legal Title in Holders.



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



SECTION 11.20. Third Party Beneficiary.



The parties hereto acknowledge and agree that the Noteholders are express third party beneficiaries
of this Indenture.



SECTION 11.21. Multiple Roles.



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



[THIS SPACE LEFT INTENTIONALLY BLANK]




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



CREDIT ACCEPTANCE AUTO LOAN TRUST 2010-1



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




WELLS FARGO BANK, NATIONAL ASSOCIATION,





not in its individual capacity but solely as Indenture


Trustee,



By: /s/ Marianna Sterchic

Name: Marianna C. Sterchic

Title: Vice President




[Indenture Signature Page]




EXHIBIT A-1




FORM OF CLASS A NOTE




THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. ACCORDINGLY,
TRANSFER OF THIS CLASS A NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE INDENTURE. BY
ITS ACCEPTANCE OF THIS CLASS A NOTE THE HOLDER OF THIS CLASS A NOTE IS DEEMED TO REPRESENT TO THE
SELLER AND THE INDENTURE TRUSTEE THAT IT (I) IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED
INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING GIVEN ON RELIANCE ON RULE
144A OR (II) IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF PARAGRAPHS (1), (2),
(3) AND (7) OF RULE 501(A) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) AND IS
ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR
AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED INVESTORS).



NO SALE, PLEDGE OR OTHER TRANSFER OF A CLASS A NOTE SHALL BE MADE UNLESS SUCH SALE, PLEDGE OR
OTHER TRANSFER IS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B)
FOR SO LONG AS THE CLASS A NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT TO A PERSON THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) IS OTHERWISE MADE IN A TRANSFER EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, TO A PERSON THAT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
PARAGRAPHS (1), (2), (3) AND (7) OF RULE 501(A) OF THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OR ACCOUNTS OF AN INSTITUTIONAL ACCREDITED INVESTOR OR (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IS MADE IN
ACCORDANCE WITH SAID ACT AND THE APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. IN CONNECTION WITH
A TRANSFER UNDER CLAUSE (C) OR (D) ABOVE, THE INDENTURE TRUSTEE SHALL REQUIRE THAT THE PROSPECTIVE
TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE SELLER, IN WRITING THE FACTS SURROUNDING SUCH
TRANSFER, WHICH CERTIFICATION SHALL BE IN FOR AND SUBSTANCE DESCRIBED IN THE INDENTURE. THE
INDENTURE TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL TO BE DELIVERED TO IT IN CONNECTION WITH ANY
TRANSFER OF THE NOTES PURSUANT TO CLAUSES (A), (C) OR (D) ABOVE. ALL OPINIONS OF COUNSEL REQUIRED
IN CONNECTION WITH ANY TRANSFER SHALL BE BY COUNSEL REASONABLY ACCEPTABLE TO THE INDENTURE TRUSTEE.
ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTION WILL BE VOID AB
INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE NOTES FOR ALL
PURPOSES.



EACH TRANSFEREE OF THIS CLASS A NOTE OR ANY INTEREST THEREIN IS DEEMED TO REPRESENT AND
WARRANT THAT, WITH RESPECT TO THE SOURCE OF FUNDS TO BE USED BY SUCH TRANSFEREE TO ACQUIRE THIS
CLASS A NOTE OR ANY INTEREST THEREIN (THE “SOURCE”) EITHER (A) SUCH SOURCE IS NOT, AND IS NOT
DIRECTLY OR INDIRECTLY ACTING FOR, ON BEHALF OF OR WITH ANY ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR
OTHER ARRANGEMENT SUBJECT TO TITLE I OF ERISA, A “PLAN” TO WHICH SECTION 4975 OF THE CODE APPLIES,
OR A PLAN OR OTHER ARRANGEMENT THAT IS SUBJECT TO ANY PROVISION OF ANY FEDERAL, STATE, LOCAL OR
OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (“SIMILAR LAW”), OR (B) THE ACQUISITION AND HOLDING OF SUCH NOTES OR INTEREST THEREIN BY
SUCH SOURCE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW.



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



1



REGISTERED



CUSIP 22532GAA3




No. A-1



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



CREDIT ACCEPTANCE AUTO LOAN TRUST 2010-1



2.06% CLASS A ASSET BACKED NOTES




Credit Acceptance Auto Loan Trust 2010-1, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby
promises to pay to [      ], or registered assigns, the principal sum of
[      ] DOLLARS ($[      ]) payable on each Distribution Date in an amount
equal to the aggregate amount, if any, payable from the Class A Note Distribution Account in
respect of principal on the Class A Notes pursuant to Section 3.1 of the Indenture and Section 5.09
of the Sale and Servicing Agreement until the Class A Note Balance is reduced to zero;
provided, however, that the entire unpaid principal amount of this Class A Note
shall be due and payable on April 16, 2018 (the “Class A Stated Final Maturity Date”). The Issuer
will pay interest on this Class A Note at the rate per annum shown above (the “Class A Note Rate”),
which shall be due and payable on each Distribution Date until the principal of this Class A Note
is paid, on the principal amount of this Class A Note outstanding on the last day of the
immediately preceding Collection Period. Interest on this Class A Note will accrue for each
Distribution Date from the preceding Distribution Date to (or, in the case of the initial
Distribution Date, from the Closing Date) but excluding the current Distribution Date. Interest
will be computed on the basis of a 360-day year and twelve thirty day months.



This Class A Note is one of a duly authorized issue of notes of the Issuer, designated as its
2.06% Class A Asset Backed Notes (the “Class A Notes”), issued under an Indenture dated as of
November 4, 2010 (such indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders
of the Class A Notes. The Class A Notes are subject to all terms of the Indenture and the Sale and
Servicing Agreement. All terms used in this Class A Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture,
as so supplemented or amended.



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



On each Distribution Date, Holders of the Class A Notes will be entitled to the Class A
Interest Distributable Amount and its Class A Principal Distributable Amount in accordance with the
terms of the Indenture. “Distribution Date” means the fifteenth day of each month, or, if any such
date is not a Business Day, the next succeeding Business Day, commencing November 15, 2010.



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



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



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



Distributions required to be made to Class A Noteholders on any Distribution Date shall be
made to each Class A Noteholder of record on the preceding Record Date either by wire transfer, in
immediately available funds, to the account of such Holder at a bank or other entity having
appropriate facilities therefor, if (i) such Class A Noteholder shall have provided to the Note
Registrar appropriate written instructions at least ten (10) Business Days prior to such
Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than
$250,000 and integral multiples of $1,000 or (ii) such Class A Noteholder is the Seller, or an
Affiliate thereof, or, if not, by check mailed to such Class A Noteholder at the address of such
holder appearing in the Note Register.



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



As provided in the Indenture, the Class A Notes may be redeemed pursuant to Section
10.1 of the Indenture, in whole, but not in part, at the option of the Servicer, on any
Distribution Date on or after the date on which the sum of the Class A Note Balance and the Class B
Note Balance is less than or equal to 10% of the sum of the initial Class A Note Balance plus the
initial Class B Note Balance.



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



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



Each Class A Noteholder, by acceptance of a Class A Note, covenants and agrees that by
accepting the benefits of the Indenture that such Class A Noteholder will not at any time institute
against the Seller or the Issuer or join in any institution against the Seller or the Issuer of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Class A Notes, the Indenture or the Basic Documents. In addition,
each Class A Noteholder, by acceptance of a Class A Note, agrees to treat the Class A Notes as
indebtedness of the Issuer.



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



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



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



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



This Class A Note and the Indenture shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.



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



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



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



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



2



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




CREDIT ACCEPTANCE AUTO LOAN TRUST 2010-1




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






By:

Name:

Title:




Dated: 



3



INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



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

but solely as Indenture Trustee,

by:

	 	 	 

	 	 	Authorized Signatory







4




ASSIGNMENT




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



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



(name and address of assignee)



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



Dated: 1



EXHIBIT A-2




FORM OF CLASS B NOTE




THIS CLASS B NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. ACCORDINGLY,
TRANSFER OF THIS CLASS B NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE INDENTURE. BY
ITS ACCEPTANCE OF THIS CLASS B NOTE THE HOLDER OF THIS CLASS B NOTE IS DEEMED TO REPRESENT TO THE
SELLER AND THE INDENTURE TRUSTEE THAT IT (I) IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED
INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING GIVEN ON RELIANCE ON RULE
144A OR (II) IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF PARAGRAPHS (1), (2),
(3) AND (7) OF RULE 501(A) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”) AND IS
ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR
AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED INVESTORS).



NO SALE, PLEDGE OR OTHER TRANSFER OF A CLASS B NOTE SHALL BE MADE UNLESS SUCH SALE, PLEDGE OR
OTHER TRANSFER IS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B)
FOR SO LONG AS THE CLASS B NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT TO A PERSON THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) OTHERWISE MADE IN A TRANSFER EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, TO A PERSON THAT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF PARAGRAPHS
(1), (2), (3) AND (7) OF RULE 501(A) OF THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OR ACCOUNTS OF AN INSTITUTIONAL ACCREDITED INVESTOR OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IS MADE IN
ACCORDANCE WITH SAID ACT AND THE APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. IN CONNECTION WITH
A TRANSFER UNDER CLAUSE (C) OR (D) ABOVE, THE INDENTURE TRUSTEE SHALL REQUIRE THAT THE PROSPECTIVE
TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE SELLER, IN WRITING THE FACTS SURROUNDING SUCH
TRANSFER, WHICH CERTIFICATION SHALL BE IN FOR AND SUBSTANCE DESCRIBED IN THE INDENTURE. THE
INDENTURE TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL TO BE DELIVERED TO IT IN CONNECTION WITH ANY
TRANSFER OF THE NOTES PURSUANT TO CLAUSES (A), (C) OR (D) ABOVE. ALL OPINIONS OF COUNSEL REQUIRED
IN CONNECTION WITH ANY TRANSFER SHALL BE BY COUNSEL REASONABLY ACCEPTABLE TO THE INDENTURE TRUSTEE.
ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTION WILL BE VOID AB
INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE NOTES FOR ALL
PURPOSES.



EACH TRANSFEREE OF THIS CLASS B NOTE OR ANY INTEREST THEREIN IS DEEMED TO REPRESENT AND
WARRANT THAT, WITH RESPECT TO THE SOURCE OF FUNDS TO BE USED BY SUCH TRANSFEREE TO ACQUIRE THIS
CLASS B NOTE OR ANY INTEREST THEREIN (THE “SOURCE”) EITHER (A) SUCH SOURCE IS NOT, AND IS NOT
DIRECTLY OR INDIRECTLY ACTING FOR, ON BEHALF OF OR WITH ANY ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR
OTHER ARRANGEMENT SUBJECT TO TITLE I OF ERISA, A “PLAN” TO WHICH SECTION 4975 OF THE CODE APPLIES,
OR A PLAN OR OTHER ARRANGEMENT THAT IS SUBJECT TO ANY PROVISION OF ANY FEDERAL, STATE, LOCAL OR
OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (“SIMILAR LAW”), OR (B) THE ACQUISITION AND HOLDING OF SUCH NOTES OR INTEREST THEREIN BY
SUCH SOURCE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW.



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

        .


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



5



REGISTERED



CUSIP 22532GAB1




No. B-1



THE PRINCIPAL OF THIS CLASS B NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. IN ADDITION, THE PAYMENT OF PRINCIPAL AND INTEREST, RESPECTIVELY,
ON THIS CLASS B NOTE IS SUBORDINATE TO THE PRIOR PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE
CLASS A NOTES, RESPECTIVELY, AS PROVIDED IN THE INDENTURE.



CREDIT ACCEPTANCE AUTO LOAN TRUST 2010-1



3.63% CLASS B ASSET BACKED NOTES




Credit Acceptance Auto Loan Trust 2010-1, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby
promises to pay to [      ], or registered assigns, the principal sum of
[      ] DOLLARS ($[      ]) payable on each Distribution Date in an amount
equal to the aggregate amount, if any, payable from the Class B Note Distribution Account in
respect of principal on the Class B Notes pursuant to Section 3.1 of the Indenture and Section 5.09
of the Sale and Servicing Agreement until the Class B Note Balance is reduced to zero;
provided, however, that the entire unpaid principal amount of this Class B Note
shall be due and payable on October 15, 2018 (the “Class B Stated Final Maturity Date”). The
Issuer will pay interest on this Class B Note at the rate per annum shown above (the “Class B Note
Rate”), which shall be due and payable on each Distribution Date until the principal of this Class
B Note is paid, on the principal amount of this Class B Note outstanding on the last day of the
immediately preceding Collection Period. Interest on this Class B Note will accrue for each
Distribution Date from the preceding Distribution Date to (or, in the case of the initial
Distribution Date, from the Closing Date) but excluding the current Distribution Date. Interest
will be computed on the basis of a 360-day year and twelve thirty day months.



This Class B Note is one of a duly authorized issue of notes of the Issuer, designated as its
3.63% Class B Asset Backed Notes (the “Class B Notes”), issued under an Indenture dated as of
November 4, 2010 (such indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders
of the Class B Notes. The Class B Notes are subject to all terms of the Indenture and the Sale and
Servicing Agreement. All terms used in this Class B Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture,
as so supplemented or amended.



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



On each Distribution Date, Holders of the Class B Notes will be entitled to the Class B
Interest Distributable Amount and its Class B Principal Distributable Amount in accordance with the
terms of the Indenture. “Distribution Date” means the fifteenth day of each month, or, if any such
date is not a Business Day, the next succeeding Business Day, commencing November 15, 2010.



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



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



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



Distributions required to be made to Class B Noteholders on any Distribution Date shall be
made to each Class B Noteholder of record on the preceding Record Date either by wire transfer, in
immediately available funds, to the account of such Holder at a bank or other entity having
appropriate facilities therefor, if (i) such Class B Noteholder shall have provided to the Note
Registrar appropriate written instructions at least ten (10) Business Days prior to such
Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than
$250,000 and integral multiples of $1,000 or (ii) such Class B Noteholder is the Seller, or an
Affiliate thereof, or, if not, by check mailed to such Class B Noteholder at the address of such
holder appearing in the Note Register.



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



As provided in the Indenture, the Class B Notes may be redeemed pursuant to Section
10.1 of the Indenture, in whole, but not in part, at the option of the Servicer, on any
Distribution Date on or after the date on which the sum of the Class A Note Balance and the Class B
Note Balance is less than or equal to 10% of the sum of the initial Class A Note Balance plus the
initial Class B Note Balance.



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



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



Each Class B Noteholder, by acceptance of a Class B Note, covenants and agrees that by
accepting the benefits of the Indenture that such Class B Noteholder will not at any time institute
against the Seller or the Issuer or join in any institution against the Seller or the Issuer of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Class B Notes, the Indenture or the Basic Documents. In addition,
each Class B Noteholder, by acceptance of a Class B Note, agrees to treat the Class B Notes as
indebtedness of the Issuer.



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



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



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



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



This Class B Note and the Indenture shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.



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



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



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



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



6



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




CREDIT ACCEPTANCE AUTO LOAN TRUST 2010-1




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






By:

Name:

Title:




Dated: 



7



INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



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

but solely as Indenture Trustee,

by:

	 	 	 

	 	 	Authorized Signatory







8




ASSIGNMENT




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



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



(name and address of assignee)



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



Dated: 2EXHIBIT A-3




FORM OF CLASS C NOTE




THIS CLASS C NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. ACCORDINGLY,
TRANSFER OF THIS CLASS C NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE INDENTURE. BY
ITS ACCEPTANCE OF THIS CLASS C NOTE THE HOLDER OF THIS CLASS C NOTE IS DEEMED TO REPRESENT TO THE
SELLER AND THE INDENTURE TRUSTEE THAT IF IT IS THE INITIAL HOLDER, IT IS THE SELLER OR IF IT IS A
SUBSEQUENT HOLDER, IT IS (I) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) OR
(II) AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF PARAGRAPHS (1), (2), (3) AND (7)
OF RULE 501(A) OF THE SECURITIES ACT AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT (AND NOT FOR
THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL
ACCREDITED INVESTORS).



NO SALE, PLEDGE OR OTHER TRANSFER OF A CLASS C NOTE SHALL BE MADE UNLESS SUCH SALE, PLEDGE OR OTHER
TRANSFER IS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) FOR
SO LONG AS THE CLASS C NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
TO A PERSON THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) OTHERWISE MADE IN A TRANSFER EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, TO A PERSON THAT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF PARAGRAPHS
(1), (2), (3) AND (7) OF RULE 501(A) OF THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OR ACCOUNTS OF AN INSTITUTIONAL ACCREDITED INVESTOR OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IS MADE IN
ACCORDANCE WITH SAID ACT AND THE APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE INDENTURE
TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL TO BE DELIVERED TO IT IN CONNECTION WITH ANY TRANSFER OF
THE NOTES PURSUANT TO CLAUSES (A), (C) OR (D) ABOVE. THIS NOTE IS SUBJECT TO ADDITIONAL
RESTRICTIONS ON RESALE OR TRANSFER SET FORTH IN SECTION 2.3 OF THE INDENTURE (AS DEFINED HEREIN).



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



EACH TRANSFEREE OF THIS CLASS C NOTE OR INTEREST THEREIN IS DEEMED TO REPRESENT AND WARRANT
THAT, WITH RESPECT TO THE SOURCE OF FUNDS TO BE USED BY SUCH TRANSFEREE TO ACQUIRE THIS CLASS C
NOTE OR INTEREST THEREIN (THE “SOURCE”) EITHER (A) SUCH SOURCE IS NOT, AND IS NOT DIRECTLY OR
INDIRECTLY ACTING FOR, ON BEHALF OF OR WITH ANY ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
ARRANGEMENT SUBJECT TO TITLE I OF ERISA, A “PLAN” TO WHICH SECTION 4975 OF THE CODE APPLIES, OR A
PLAN OR OTHER ARRANGEMENT THAT IS SUBJECT TO ANY PROVISION OF ANY FEDERAL, STATE, LOCAL OR OTHER
LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(“SIMILAR LAW”), OR (B) THE ACQUISITION AND HOLDING OF SUCH NOTES OR INTEREST THEREIN BY SUCH
SOURCE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW.



ANY TRANSFER IN VIOLATION OF THE FOREGOING OR THE RESTRICTIONS SET FORTH IN SECTIONS 2.3 OF THE
INDENTURE (AS DEFINED HEREIN) WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT
OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO
THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE OR ANY INTERMEDIARY.



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



9



No. C-1



THE PRINCIPAL OF THIS CLASS C NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS C NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF. IN ADDITION, THE PAYMENT OF PRINCIPAL ON THIS CLASS C NOTE IS
SUBORDINATE TO THE PRIOR PAYMENT OF THE PRINCIPAL OF THE CLASS A NOTES AND THE CLASS B NOTES AS
PROVIDED IN THE INDENTURE.



CREDIT ACCEPTANCE AUTO LOAN TRUST 2010-1

CLASS C PRINCIPAL-ONLY ASSET BACKED NOTES




Credit Acceptance Auto Loan Trust 2010-1, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby
promises to pay to Credit Acceptance Funding LLC 2010-1, or registered assigns, the principal sum
of [      ] DOLLARS ($[      ]) payable on each Distribution Date in an
amount equal to the aggregate amount, if any, payable from the Class C Note Distribution Account in
respect of principal on the Class C Notes pursuant to Section 3.1 of the Indenture and Section 5.09
of the Sale and Servicing Agreement until the Class C Note Balance is reduced to zero;
provided, however, that the entire unpaid principal amount of this Class C Note
shall be due and payable on April 15, 2019 (the “Class C Stated Final Maturity Date”).



This Class C Note is one of a duly authorized issue of notes of the Issuer, designated as the
Class C Principal-Only Asset Backed Notes (the “Class C Notes”), issued under an Indenture dated as
of November 4, 2010 (such indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders
of the Class C Notes. The Class C Notes are subject to all terms of the Indenture and the Sale and
Servicing Agreement. All terms used in this Class C Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture,
as so supplemented or amended.



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



On each Distribution Date, Holders of the Class C Notes will be entitled to its Class C
Principal Distributable Amount in accordance with the terms of the Indenture. “Distribution Date”
means the fifteenth day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing November 15, 2010.



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



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



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



Distributions required to be made to Class C Noteholders on any Distribution Date shall be
made to each Class C Noteholder of record on the preceding Record Date either by wire transfer, in
immediately available funds, to the account of such Holder at a bank or other entity having
appropriate facilities therefor, if (i) such Class C Noteholder shall have provided to the Note
Registrar appropriate written instructions at least ten (10) Business Days prior to such
Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than
$250,000 and integral multiples of $1,000 or (ii) such Class C Noteholder is the Seller, or an
Affiliate thereof, or, if not, by check mailed to such Class C Noteholder at the address of such
holder appearing in the Note Register.



As provided in the Indenture, the Class C Notes may be redeemed pursuant to Section
10.1 of the Indenture, in whole, but not in part, at the option of the Servicer, on any
Distribution Date on or after the date on which the sum of the Class A Note Balance and the Class B
Note Balance is less than or equal to 10% of the sum of the initial Class A Note Balance plus the
initial Class B Note Balance.



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



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



Each Class C Noteholder, by acceptance of a Class C Note, covenants and agrees that by
accepting the benefits of the Indenture that such Class C Noteholder will not at any time institute
against the Seller or the Issuer or join in any institution against the Seller or the Issuer of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Class C Notes, the Indenture or the Basic Documents. In addition,
each Class C Noteholder, by acceptance of a Class C Note, agrees to treat the Class C Notes as
indebtedness of the Issuer.



Prior to the due presentment for registration of transfer of this Class C Note, the Issuer,
the Indenture Trustee and the Note Registrar and any agent of the Issuer, the Indenture Trustee and
the Note Registrar may treat the Person in whose name this Class C Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Class C Note be overdue, and neither the Issuer,
the Indenture Trustee, the Note Registrar nor any such agent shall be bound by notice to the
contrary.



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



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



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



This Class C Note and the Indenture shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.



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



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



The principal of this Class C Note are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Class C Note shall be applied to the unpaid
principal of this Class C Note.



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



10



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




CREDIT ACCEPTANCE AUTO LOAN TRUST 2010-1




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






By:

Name:

Title:




Dated: 



11



INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



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

but solely as Indenture Trustee,

by:

	 	 	 

	 	 	Authorized Signatory







12




ASSIGNMENT




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



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



(name and address of assignee)



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



Dated: 3



EXHIBIT B

FORM OF TRANSFEREE REPRESENTATION LETTER




Date:       



Credit Acceptance Corporation


Silver Triangle Building


25505 West Twelve Mile Road


Suite 3000


Southfield, Michigan 48034-8339



Wells Fargo Bank, National Association


MAC #9311-161


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479



Re: Credit Acceptance Auto Loan Trust 2010-1, $81,000,000 Class A Asset Backed Notes and
$19,500,000 Class B Asset Backed Notes



Ladies and Gentlemen:



In connection with our acquisition of the above Class A Asset Backed Notes and/or Class B
Asset Backed Notes (“Notes”) we certify that: (a) we understand that the Notes have not
been and will not be registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws, are being transferred to us in a transaction that is
exempt from the registration requirements of the Securities Act and any such laws and the Notes are
being transferred to it in a transaction not involving any public offering within the meaning of
the Securities Act; (b) we have such knowledge and experience in financial and business matters,
and we are a sophisticated institutional investor capable of evaluating the merits and risks of
investments in the Notes; (c) we are aware that we (or any investor account on behalf of which the
Notes may be purchased) may be required to bear the economic risk of an investment in the Notes for
an indefinite period of time, and we are (or such account is) able to bear such risk for an
indefinite period; (d) we have received and reviewed a copy of the Private Placement Memorandum,
dated October 27, 2010, relating to the Notes, and we have had the opportunity to ask questions of
and receive answers from the Issuer concerning the purchase of the Notes and all matters relating
thereto or any additional information deemed necessary to our decision to purchase the Notes; (e)
we represent and warrant that, with respect to the source of funds to be used by us to acquire the
Notes or any interest therein (the “Source”) either (i) such Source is not, and is not directly or
indirectly acting for, on behalf of or with any assets of, an employee benefit plan or other
arrangement subject to Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), a “plan” to which Section 4975 of the Internal Revenue Code of 1986, as amended (the
“Code”) applies, or a plan or other arrangement that is subject to any provision of any federal,
state, local or other laws or regulations that are substantively similar to the foregoing
provisions of ERISA or the Code (“Similar Law”), or (ii) the acquisition and holding of such Notes
or interest therein by such Source will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code, or a violation of Similar Law;
(f) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or
otherwise disposed of the Notes, any interest in the Notes or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of the Notes, any
interest in the Notes or any other similar security from, or otherwise approached or negotiated
with respect to the Notes, any interest in the Notes or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the Notes under the
Securities Act or that would render the disposition of the Notes a violation of Section 5 of the
Securities Act or require registration pursuant thereto, nor will we act, nor have we authorized or
will we authorize any person to act, in such manner with respect to the Notes; (g) we are: (i) a
“qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (“Rule
144A”) and are acquiring the Notes for our own institutional account or for the account or accounts
of a qualified institutional buyer; (ii) an institutional “accredited investor” within the meaning
of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act and are acquiring the
Notes for our own institutional account or one or more accounts of an institutional accredited
investor; or (iii) purchasing the Notes in a transaction exempt from registration under the
Securities Act and in compliance with the provisions of the Indenture and in compliance with the
legends placed on the Notes; and have completed the form of certification to that effect attached
hereto as Annex 1, in the case of clause (i) and Annex 2, in the case of clause (ii); and (h) we
have had the opportunity to ask questions and request information regarding the Notes, and we have
received responses satisfactory to us.



We are aware that the sale to us is being made in reliance on Rule 144A or another exemption
from the registration requirements of the Securities Act. We are acquiring the Notes for our own
account or for resale pursuant to Rule 144A or another exemption from the registration requirements
of the Securities Act and further understand that such Notes may be resold, pledged or transferred
only in accordance with applicable state securities laws and (i) in a transaction meeting the
requirements of Rule 144A, to a person reasonably believed to be a qualified institutional buyer
that purchases for its own account (or for the account or accounts of a qualified institutional
buyer) and to whom notice is given that the resale, pledge or transfer is being made in reliance on
Rule 144A, (ii) in a transaction meeting an exemption from the registration requirements of the
Securities Act, to a person that is an institutional accredited investor that purchases for its own
account (or for the account or accounts of an institutional accredited investor), or (iii) to a
person that is taking delivery of such Notes pursuant to a transaction that is otherwise exempt
from registration requirements under the Securities Act, as confirmed in an opinion of counsel.




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




       The Purchaser is not a “U.S. Person” and under applicable law in effect on
the date hereof, no Taxes will be required to be withheld by the Note Registrar (or
its agent) with respect to Distributions to be made on the Note(s). The Purchaser
has attached hereto either (i) a duly executed IRS Form W 8BEN (or successor form),
which identifies such Purchaser as the beneficial owner of the Note(s) and states
that such Purchaser is not a U.S. Person or (ii) two duly executed copies of IRS
Form W-8ECI (or successor form), which identify such Purchaser as the beneficial
owner of the Note(s) and state that interest and original issue discount on the
Notes is, or is expected to be, effectively connected with a U.S. trade or business.
The Purchaser agrees to provide to the Note Registrar updated IRS Forms W-8BEN or
IRS Forms W-8ECI, as the case may be, any applicable successor IRS forms, or such
other certifications as the Note Registrar may reasonably request, on or before the
date that any such IRS form or certification expires or becomes obsolete, or
promptly after the occurrence of any event requiring a change in the most recent IRS
form of certification furnished by it to the Note Registrar.*



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



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



[SIGNATURE PAGE IMMEDIATELY FOLLOWS]




3NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Class C Note in every particular, without alteration, enlargement or
any change whatsoever.



* Select the applicable paragraph.



13




Very truly yours,




[      ]




By:




      Name:




      Title:



ANNEX 1




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]




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



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



2. In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” within
the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”),
because (i) the Buyer owned and/or invested on a discretionary basis $10,000,000.004 in
securities (except for the excluded securities referred to below) as of the end of the Buyer’s most
recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer
satisfies the criteria in the category marked below.




	 	 	 	       Corporation, etc. The Buyer is a corporation (other
than a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501(c) (3) of the Internal Revenue Code of
1986, as amended.






	 	 	 	       Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any state or territory of the United
States or the District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial banking
commission or similar official or is a foreign bank or equivalent institution,
and (b) has an audited net worth of at least $25,000,000.00 as demonstrated in
its latest annual financial statements, a copy of which is attached
hereto.






	 	 	 	       Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a state
or federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution, and (b) has an
audited net worth of at least $25,000,000.00 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.






	 	 	 	       Broker dealer. The Buyer is a dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.






	 	 	 	       Insurance Company. The Buyer is an insurance company
whose primary and predominant business activity is the writing of insurance or
the reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar official or
agency of a state or territory of the United States or the District of
Columbia.






	 	 	 	       State or Local Plan. The Buyer is a plan established
and maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the benefit of
its employees.






	 	 	 	       ERISA Plan. The Buyer is an employee benefit plan
within the meaning of Title I of the Employee Retirement Income Security Act of
1974, as amended.






	 	 	 	       Investment Advisor. The Buyer is an investment
advisor registered under the Investment Advisors Act of 1940, as amended.






	 	 	 	       Small Business Investment Company. The Buyer is a
small business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958.






	 	 	 	       Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of the Investment Advisors
Act of 1940, as amended.






	 	 	 	       Other. The Buyer is an entity all of the equity
holders of which are qualified institutional buyers.





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



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



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



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



[SIGNATURE PAGE IMMEDIATELY FOLLOWS]





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




14










[      ]




By:




      Name:



      Title:ANNEX 2




INSTITUTIONAL ACCREDITED INVESTOR STATUS

[For Transferees Other Than Registered Investment Companies]




The undersigned (the “Purchaser”) hereby certifies as follows to the parties listed in the
Transferee Certificate to which this certification relates with respect to the Notes described
therein:



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



2. In connection with purchases by the Purchaser, the Purchaser is an institutional “accredited
investor” within the meaning of paragraphs (1), (2), (3) and (7) of Rule 501(a) of the Securities
Act of 1933, as amended (the “Securities Act”), because the Purchaser satisfies the criteria in the
category marked below.




	 	 	 	       Corporation, etc. The Purchaser (i) is a corporation
(other than a bank, savings and loan association or similar institution),
partnership, limited liability company, business trust or tax-exempt
organization described in Section 501(c) (3) of the Internal Revenue Code of
1986, as amended; (ii) has total assets in excess of $5,000,000 and (iii) was
not formed for the purpose of investing in the Credit Acceptance Auto Loan
Trust 2010-1 (the “Trust”).






	 	 	 	       Non-Business Trust. The Purchaser (i) is a personal
(non-business) trust other than an employee benefit trust and whose decision to
invest in the Trust has been directed by a person who has such knowledge and
experience in financial and business matters that he or she is capable of
evaluating the merits and risks of the investment; (ii) has total assets in
excess of $5,000,000 and (iii) was not formed for the purpose of investing in
the Trust.






	 	 	 	       Bank. The Purchaser (a) is a national bank or banking
institution organized under the laws of any state or territory of the United
States or the District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial banking
commission or similar official or is a foreign bank or equivalent institution,
and (b) has an audited net worth of at least $25,000,000.00 as demonstrated in
its latest annual financial statements, a copy of which is attached
hereto.






	 	 	 	       Savings and Loan. The Purchaser (a) is a savings and
loan association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a state
or federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution, and (b) has an
audited net worth of at least $25,000,000.00 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.






	 	 	 	       Broker dealer. The Purchaser is a dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.






	 	 	 	       Insurance Company. The Purchaser is an insurance
company whose primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a similar
official or agency of a state or territory of the United States or the District
of Columbia.






	 	 	 	       State or Local Plan. The Purchaser (i) is a plan
established and maintained by a state, its political subdivisions, or any
agency or instrumentality of the state or its political subdivisions, for the
benefit of its employees and (ii) has total assets in excess of $5,000,000.






	 	 	 	.       ERISA Plan. The Purchaser is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974, as
amended.






	 	 	 	       Investment Advisor. The Purchaser is an investment
advisor registered under the Investment Advisors Act of 1940, as amended.






	 	 	 	       Small Business Investment Company. The Purchaser is a
small business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958.






	 	 	 	       Business Development Company. The Purchaser is a
business development company as defined in Section 202(a)(22) of the Investment
Advisors Act of 1940, as amended.






	 	 	 	       Other. The Purchaser is an entity in which all of the
equity holders are institutional accredited investors.





3. The Purchaser acknowledges that it is familiar with the exemption that is being relied upon in
connection with the sale to it and understands that the seller to it and other parties related to
the Notes are relying and will continue to rely on the statements made herein.



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



[SIGNATURE PAGE IMMEDIATELY FOLLOWS]





15







[      ]




By:




      Name:



      Title:EXHIBIT C




FORM OF INVESTMENT LETTER




	 	 	 
	[Date]

	 	

	Credit Acceptance Corporation,

	as Originator and Servicer

[Address]

	 	



	Credit Acceptance Funding LLC 2010-1

	as Seller

[Address]

	 	



	Wells Fargo Bank, National Association,

	as the Trust Collateral Agent and Indenture Trustee

	[Address]

Re:

	 	

Credit Acceptance Auto Loan Trust 2010-1
	
 
	 	 






Ladies and Gentlemen:



This letter (the “Investment Letter”) is delivered by the undersigned (the
“Purchaser”) pursuant to Section 2.3(a) of the Series 2010-1 Indenture (the
“Indenture”), dated as of November 4, 2010, between Credit Acceptance Auto Loan Trust
2010-1, a Delaware statutory trust, and Wells Fargo Bank, National Association, a national banking
association organized under the laws of the United States, as trust collateral agent and as
indenture trustee. Capitalized terms used herein without definition shall have the meanings set
forth or incorporated by reference in the Indenture.



The Purchaser hereby represents, warrants and agrees as follows with the Seller, the Servicer
and the Indenture Trustee and their respective counsel (which representations, warranties and
agreements will be deemed to be repeated by the Purchaser for their benefit as of the date on which
the Purchaser purchases the Class C Notes):




	 	(a)	 	The Purchaser is authorized to purchase, take a participation in or take an
assignment of the Class C Notes.






	 	(b)	 	The Purchaser has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment in the
Class C Note and is able to bear the economic risk of such investment. The Purchaser
has, independently and without reliance upon any person, and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other condition
and creditworthiness of the Issuer, the Seller and the Servicer and made its own
decision to purchase its interest in the Class C Note.






	 	(c)	 	The Purchaser is either (i) a Qualified Institutional Buyer within the meaning
of Rule 144A under the Securities Act (a “QIB”) purchasing for its own account or a QIB
purchasing for the account of a QIB, whom the Holder has informed, in each case, that
the reoffer, resale, pledge or other transfer is being made in reliance on Rule 144A or
(ii) an Institutional Accredited Investor within the meaning of paragraphs (1), (2),
(3) and (7) of Rule 501(a) of the Securities Act purchasing for its own account or one
or more accounts of an Institutional Accredited Investor. The Purchaser understands
that the offering and sale of the Class C Notes has not been and will not be registered
under the Securities Act and has not and will not be registered or qualified under any
applicable “blue sky” law, and that the offering and sale of the Class C Notes has not
been reviewed by, passed on or submitted to any federal or state agency or commission,
securities exchange or other regulatory body.






	 	(d)	 	This Investment Letter has been duly executed and delivered and constitutes the
legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser
in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles affecting the enforcement of creditors’ rights generally and general
principles of equity.






	 	(e)	 	The Purchaser is, for federal income tax purposes, (i) a citizen or resident of
the United States, (ii) a corporation or partnership organized in or under the laws of
the United States or any state or the District of Columbia which, if such entity is a
tax-exempt entity, recognizes that payments with respect to the Class C Notes may
constitute unrelated business taxable income, (iii) an estate the income of which is
includible in gross income for U.S. federal income tax purposes regardless of its
source, or (iv) either (x) a trust for which a court within the United States is able
to exercise primary supervision over its administration and for which one or more
persons described in this paragraph are able to control all substantial decisions or
(y) a trust for which a valid election has been made to be treated as a United States
person. The Purchaser will furnish to the Person from whom it is acquiring any
interest in the Class C Notes, the Servicer and the Indenture Trustee, the appropriate
and properly executed U.S. Internal Revenue Service Form (and will furnish new forms,
or any successor applicable form, upon the expiration or obsolescence of any previously
delivered form) and such other certifications, representations or Opinions of Counsel
as may be requested by the Indenture Trustee.






	 	(f)	 	The Purchaser has not acquired and it will not Transfer any interest in the
Class C Notes, or cause an interest in the Class C Notes to be marketed, on or through
an “established securities market” within the meaning of Section 7704(b)(1) of the Code
and any Treasury regulations thereunder, including, without limitation, an
over-the-counter market or an interdealer quotation system that regularly disseminates
firm buy or sell quotations. In addition, (i) the Purchaser is not and will not become
(and, if it is disregarded as an entity separate from its owner within the meaning of
Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will
not become), for so long as it holds an interest in the Class C Notes, a partnership,
Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a
“Flow-Thru Entity”) or (ii) if the it (or, if it is a DRE, its owner) is, or
becomes, a Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a
Flow-Thru Entity and it holds an interest in the Class C Notes, not more than 50% of
the value of any interests in it (or, if it is a DRE, its owner) will be attributable
to interests in the Trust held by it. The Opinion of Counsel to the effect that the
Trust will not be treated as an association or publicly traded partnership taxable as a
corporation is dependent in part on the accuracy of the Purchaser’s certifications
described in this paragraph.






	 	(g)	 	The Purchaser (i) has purchased its interest in the Class C Notes for
investment only and not with a view to any public distribution thereof, (ii) will not
offer, sell, pledge or otherwise transfer its interest in all or any portion of the
Class C Notes, except in compliance with the Securities Act and other applicable laws
and only (1) to the Seller, (2) pursuant to Rule 144A to a person who the Purchaser
reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A,
purchasing for its own account or for the account of a QIB, whom it has informed that
such offer, sale or other transfer is being made in reliance on Rule 144A or (3)
pursuant to an exemption from the registration requirements under the Securities Act to
a person that is an Institutional Accredited Investor in a transaction meeting the
requirements of such exemption. In connection therewith, the Purchaser will not resell
or otherwise transfer the Class C Notes or any interest therein unless the proposed
transferee provides to the addressees hereof a letter substantially in the form hereof.
No Class C Noteholders, including the Purchaser, will have the right to require the
Seller to register the Class C Notes or any other securities under the Securities Act
or any other securities laws.






	 	(h)	 	The Purchaser acknowledges (for the benefit of the Issuer, the Indenture
Trustee, the Seller, the Servicer and the Rating Agencies) that various provisions of
the Transaction Documents limit the voting rights of the Class C Noteholders.






	 	(i)	 	The Purchaser of the Class C Note or any interest therein shall be deemed to
represent and warrant that, with respect to the source of funds to be used by such
transferee to acquire such Note or any interest therein (the “Source”) either (a) such
Source is not, and is not directly or indirectly acting for, on behalf of or with any
assets of, an employee benefit plan or other arrangement subject to Title I of ERISA, a
“plan” to which Section 4975 of the Code applies, or a plan or other arrangement that
is subject to any provision of any federal, state, local or other laws or regulations
that are substantively similar to the foregoing provisions of ERISA or the Code
(“Similar Law”), or (b) the acquisition and holding of such Notes or interest therein
by such Source will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code, or a violation of Similar Law.




16










Very truly yours,




[NAME OF PURCHASER]




By:

Name:

Title:




SCHEDULE A

to Indenture




Perfection Representations, Warranties And Covenants




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



General




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



2. Each Contract constitutes “tangible chattel paper” or a “payment intangible”, within the meaning
of UCC Section 9-102. Each 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. The Trust has taken or will take all necessary actions with respect to the Loans to perfect the
security interest of the Indenture Trustee in the Loans and in the property securing the Loans.



Creation




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



Perfection




1. The Trust has caused or will have caused, within ten (10) days after the effective date of the
Indenture, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest in the
Collateral granted to the Indenture Trustee under the Indenture.



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



Priority




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



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



3. None of the tangible chattel paper that constitutes or evidences the Contracts, 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 the Originator, the Servicer, the
Seller, the Trust, a collection agent or the Indenture Trustee.



Survival of Perfection Representations




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




17