exv4wfw132





Exhibit 4(f)(132)

Execution Version




FOURTH AMENDED AND RESTATED SECURITY AGREEMENT




     THIS FOURTH AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), dated as of February 1,
2010, is entered into by and among Credit Acceptance Corporation, a Michigan corporation (the
“Company”), the Subsidiaries of the Company from time to time parties hereto (collectively,
with the Company, and either or any of them, the “Debtors” and, each individually a
“Debtor”) and Comerica Bank, a Texas banking association (“Comerica”), as
collateral agent for the benefit of the Credit Agreement Secured Parties, the Senior Notes Secured
Parties and the Additional Secured Parties (each as referred to below) (in such capacity, together
with its successors in such capacity under the Intercreditor Agreement referred to below, the
“Collateral Agent”). The addresses for the Debtors and Collateral Agent are set forth on
the signature pages.



RECITALS




     A. Comerica, in its capacities as Collateral Agent and as Authorized Representative for the
Credit Agreement Secured Parties, has entered into that certain Amended and Restated Intercreditor
Agreement dated as of February 1, 2010 (as amended, restated or otherwise modified from time to
time, the “Intercreditor Agreement”) with the Company, the other Debtors and U.S. Bank National
Association, as the Senior Notes Authorized Representative (referred to in the Intercreditor
Agreement) to define the rights, duties, authority and responsibilities of the Collateral Agent,
acting on behalf of such parties (and the Additional Secured Parties, as referred to therein)
regarding the Collateral (as defined below), and the relationship among the parties regarding their
equal and ratable interest in the Collateral.



     B. Pursuant to the Credit Agreement Documents and the Senior Notes First Lien Documents (each
as defined in the Intercreditor Agreement), the Company and the other Debtors are required to grant
to the Collateral Agent, for the benefit of the Credit Agreement Secured Parties, the Senior Notes
Secured Parties and the Additional Secured Parties (each as defined in the Intercreditor Agreement)
a pledge, security interest and lien over each Debtor’s rights in the Collateral.



     C. The Company and the other Debtors have directly and indirectly benefited and will directly
and indirectly benefit from the transactions evidenced by and contemplated in the Credit Agreement
Documents, the Senior Notes First Lien Documents and the Additional First Lien Documents (each as
defined in the Intercreditor Agreement) and have consented to execution and delivery of this
Agreement and the Intercreditor Agreement.



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



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ARTICLE I

Definitions




     Section 1.1 Definitions. As used in this Agreement (including the recitals), capitalized terms
not otherwise defined herein or expressly referenced herein as being defined in the Credit
Agreement shall have the meanings provided for such terms in the Intercreditor Agreement.
References to “Sections,” “subsections,” “Exhibits” and “Schedules” shall be to Sections,
subsections, Exhibits and Schedules, respectively, of this Agreement unless otherwise specifically
provided. All references to statutes and regulations shall include any amendments of the same and
any successor statutes and regulations. References to particular sections of the UCC should be read
to refer also to parallel sections of the Uniform Commercial Code as enacted in each state or other
jurisdiction where any portion of the Collateral is or may be located.



     The following terms have the meanings indicated below, all such definitions to be equally
applicable to the singular and plural forms of the terms defined:



     “Account” means any “account,” as such term is defined in Article or Chapter 9 of the
UCC, now owned or hereafter acquired by an applicable Debtor, and, in any event, shall include,
without limitation, each of the following, whether now owned or hereafter acquired by such Debtor:
(a) all rights of such Debtor to payment for goods sold or leased or services rendered, whether or
not earned by performance, (b) all accounts receivable of such Debtor, (c) all rights of such
Debtor to receive any payment of money or other form of consideration with respect to the
foregoing, (d) all security pledged, assigned or granted to or held by such Debtor to secure any of
the foregoing, (e) all guaranties of, or indemnifications with respect to, any of the foregoing,
and (f) all rights of such Debtor as an unpaid seller of goods or services, including, but not
limited to, all rights of stoppage in transit, replevin, reclamation and resale.



     “Benefited Parties” means the Secured Parties, as defined in the Intercreditor
Agreement.



     “Chattel Paper” means any “chattel paper,” as such term is defined in Article or
Chapter 9 of the UCC, now owned or hereafter acquired by an applicable Debtor.



     “Collateral” has the meaning specified in Section 2.1 of this Agreement.



     “Computer Records” has the meaning specified in Subsection 2.1(h) of this
Agreement.



     “Dealer(s)” shall mean a Person engaged in the business of the retail sale or lease of
motor vehicles, whether new or used, including any such Person which constitutes an Affiliate of
Debtor.



     “Dealer Agreements” shall mean the sales and/or servicing agreements between an
applicable Debtor and a participating Dealer which sets forth the terms and conditions under which
such Debtor (i) accepts, as nominee for such Dealer, the assignment of Installment Contracts for
purposes of administration, servicing and collection and under which the Company or its Subsidiary
may make loans or advances to such Dealers included in Dealer Loans and (ii) accepts outright
assignments of Installments Contracts from Dealers or funds Installments



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Contracts originated by such Dealer in the name of such Debtor, in each case as such
agreements may be in effect from time to time.




     “Dealer Loan(s)” shall mean the advances of cash made by an applicable Debtor to a
Dealer at the time an Installment Contract is approved, accepted by and assigned to such Debtor
under a Dealer Agreement described in clause (i) of the definition of Dealer Agreements, against
anticipated future collections on Installment Contracts serviced for such Dealer, as outstanding
from time to time.



     “Document” means any “document,” as such term is defined in Article or Chapter 9 of
the UCC, now owned or hereafter acquired by an applicable Debtor, including, without limitation,
all documents of title and all receipts covering, evidencing or representing goods now owned or
hereafter acquired by the Debtor.



     “Election” is defined in Section 6.4 of this Agreement.



     “Equipment” means any “equipment,” as such term is defined in Article or Chapter 9 of
the UCC, now owned or hereafter acquired by an applicable the Debtor and, in any event, shall
include, without limitation, all machinery, equipment, furniture, trade fixtures, tractors,
trailers, rolling stock, vessels, aircraft and vehicles now owned or hereafter acquired by such
Debtor and any and all additions, substitutions and replacements of any of the foregoing, wherever
located, together with all attachments, components, parts, equipment and accessories installed
thereon or affixed thereto.



     “Equity Interests” is defined in Section 2.1(i) of this Agreement.



     “Event of Default” has the meaning specified in the Intercreditor Agreement.



     “First Lien Obligations” has the meaning specified in the Intercreditor Agreement.



     “Foreign Subsidiary” means any Subsidiary not incorporated under the laws of the
United States of America, or any state thereof or any political subdivision thereof,
provided that the US LLC shall be considered a Foreign Subsidiary so long as it is a
Subsidiary of another Foreign Subsidiary.



     “General Intangibles” means any “general intangibles,” as such term is defined in
Article or Chapter 9 of the UCC, now owned or hereafter acquired by an applicable Debtor and, in
any event, shall include, without limitation, each of the following, whether now owned or hereafter
acquired by such Debtor: (a) all of such Debtor’s service marks, trade names, trade secrets,
registrations, goodwill, franchises, licenses, permits, proprietary information, customer lists,
designs and inventions; (b) all of such Debtor’s books, records, data, plans, manuals, computer
software, computer tapes, computer disks, computer programs, source codes, object codes and all
rights of such Debtor to retrieve data and other information from third parties; (c) all of such
Debtor’s commercial tort claims, contract rights, partnership interests, membership interests,
joint venture interests, securities and other investment property, deposit accounts, investment
accounts and certificates of deposit; (d) all rights of such Debtor to payment under letters of
credit and similar agreements; (e) all tax refunds and tax refund claims of such Debtor; (f) all
choses in action and causes of action of such Debtor (whether arising in contract, tort or



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otherwise and whether or not currently in litigation) and all judgments in favor of such
Debtor; (g) all rights and claims of such Debtor under warranties and indemnities; and (h) all
rights of such Debtor under any insurance, surety or similar contract or arrangement.




     “Initial Pledged Subsidiaries” means the collective reference to (i) Buyers Vehicle
Protection Plan, Inc., a Michigan corporation, (ii) Vehicle Remarketing Services, Inc., a Michigan
corporation, and (iii) VSC Re Company, a District of Columbia corporation.



     “Installment Contract(s)” shall mean retail installment contracts for the sale of new
or used motor vehicles assigned outright by Dealers to an applicable Debtor or written by Dealers
in the name of such Debtor (and funded by Debtor or such Subsidiary) or assigned by Dealers to
Debtor, as nominee for the Dealer, for administration, servicing, and collection and/or for
collateral purposes to secure Dealer Loans, in each case pursuant to an applicable Dealer
Agreement; provided, however, that to the extent such Debtor transfers or encumbers its interest in
any Installment Contracts (or any Dealer Loans related thereto) pursuant to a Permitted
Securitization, such Installment Contracts shall, from and after the date of such transfer or
encumbrance, cease to be considered Installment Contracts under this Agreement (reducing the
aggregate amount of Dealer Loans by the outstanding amount of such loans, if any, attributable to
such Installment Contracts) unless and until such Installment Contracts are reassigned to such
Debtor or such encumbrances are discharged.



     “Instrument” means any “instrument,” as such term is defined in Article or Chapter 9
of the UCC, now owned or hereafter acquired by an applicable Debtor, and, in any event, shall
include all promissory notes, drafts, bills of exchange and trade acceptances of such Debtor,
whether now owned or hereafter acquired.



     “Intellectual Property Security Agreements” shall mean the Copyright Security
Agreement, the Patent Security Agreement and Trademark Security Agreement substantially in the form
of Exhibit D, Exhibit E, and Exhibit F hereto, respectively.



     “Intercompany Notes” shall mean any promissory notes issued or to be issued by a
Debtor or any Subsidiary to evidence any loan or advance in the nature of a loan by a Debtor to any
other Debtor, or by a Debtor to any other Subsidiary.



     “Inventory” means any “inventory,” as such term is defined in Article or Chapter 9 of
the UCC, now owned or hereafter acquired by an applicable Debtor, and, in any event, shall include,
without limitation, each of the following, whether now owned or hereafter acquired by such Debtor:
(a) all goods and other personal property of such Debtor that are held for sale or lease or to be
furnished under any contract of service; (b) all raw materials, work-in-process, finished goods,
supplies and materials of such Debtor; (c) all wrapping, packaging, advertising and shipping
materials of such Debtor; (d) all goods that have been returned to, repossessed by or stopped in
transit by such Debtor; and (e) all Documents evidencing any of the foregoing.



     “Investment Property” means any “investment property,” as such term is defined in
Article or Chapter 9 of the UCC, now owned or hereafter acquired by an applicable Debtor, including
the Pledged Shares.



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     “Leases” shall mean all retail agreements for the lease of motor vehicles in which a
Debtor has an interest, whether as assignee, lessor, pledgee, servicer or otherwise.



     “Lock Box” has the meaning specified in Section 6.3 of this Agreement.



     “Material Adverse Effect” means a material adverse effect on (a) the business or
financial condition of the Company and its Subsidiaries, taken as a whole or (b) the ability of
each of the Company and its Subsidiaries to perform their material obligations under any of the
First Lien Credit Documents.



     “Permitted Liens” has the meaning specified in Section 3.1 of this Agreement.



     “Permitted Securitization” shall mean a “Permitted Securitization” under each Class of
First Lien Obligations.



     “Pledged Shares” means all shares of stock, and all partnership, membership and other
equity interests constituting ownership interests (or evidence thereof) or other equity securities
of the Pledged Subsidiaries from time to time owned or acquired by a Debtor, as identified on
Schedule D hereto, as revised from time to time hereunder.



     “Pledged Subsidiaries” shall mean (i) the Initial Pledged Subsidiaries and (ii) any
Subsidiary of a Debtor that (a) becomes a Significant Domestic Subsidiary after the date hereof or
(b) that, at the time acquired by the Company or any Debtor after the date hereof, constitutes a
Significant Domestic Subsidiary.



     “Prior Security Agreements” has the meaning specified in Section 7.16 of this
Agreement.



     “Proceeds” means any “proceeds,” as such term is defined in Article or Chapter 9 of
the UCC and, in any event, shall include, but not be limited to, (a) any and all proceeds of any
insurance, indemnity, warranty or guaranty payable to an applicable Debtor from time to time with
respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and
payable to such Debtor from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental
authority (or any Person acting, or purporting to act, for or on behalf of any governmental
authority), and (c) any and all other amounts from time to time paid or payable under or in
connection with any of the Collateral.



     “Records” has the meaning specified in Section 4.9 of this Agreement.



     “Requisite Benefited Parties” means, with respect to any direction given to the
Collateral Agent hereunder, the requisite Benefited Parties of any Class, in accordance with the
applicable First Lien Credit Documents, or the Authorized Representative for such Benefited
Parties, acting with their authority, direction or approval, provided that, in the event of
a conflict between or among the directions given by two or more Classes, the direction given by the
Applicable Authorized Representative shall control.



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     “Significant Domestic Subsidiary” shall mean any Significant Subsidiary under the
Credit Agreement or any other First Lien Credit Documents, as in effect from time to time, other
than any Foreign Subsidiary.



     “Software” has the meaning specified in Subsection 2.1(h) of this Agreement.



     “Special Account” has the meaning specified in Section 6.3 of this Agreement.



     “Subsidiary” shall mean any Subsidiary under the Credit Agreement or under any other
First Lien Credit Document, as in effect from time to time.



     “UCC” means the Uniform Commercial Code as in effect in the State of Michigan;
provided, that if, by applicable law, the perfection or effect of perfection or
non-perfection of the security interest created hereunder in any Collateral is governed by the
Uniform Commercial Code as in effect on or after the date hereof in any other jurisdiction, “UCC”
means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such perfection or the effect of perfection or non-perfection.



     “US LLC” has the meaning specified in the Credit Agreement.



ARTICLE II

Security Interest




     Section 2.1 Security Interest. As collateral security for the prompt payment and performance in
full when due of the First Lien Obligations (whether at stated maturity, by acceleration or
otherwise), each Debtor hereby pledges and assigns (as collateral) to the Collateral Agent for the
benefit of the Benefited Parties, and grants the Collateral Agent for the benefit of the Benefited
Parties a continuing lien on and security interest in, all of such Debtor’s right, title and
interest in and to the following, whether now owned or hereafter arising or acquired and wherever
located (collectively, the “Collateral”):




	 	(a)	 	all Accounts;
	 
	 	(b)	 	all Chattel Paper, Documents and Instruments;
	 
	 	(c)	 	all Leases;
	 
	 	(d)	 	all General Intangibles;
	 
	 	(e)	 	all Equipment;
	 
	 	(f)	 	all Inventory;
	 
	 	(g)	 	all Dealer Loans, Dealer Agreements (and any amounts advanced
to or liens granted by Dealers thereunder), and the Installment Contracts or
Leases securing the repayment of such Dealer Loans, (and other
indebtedness of Dealers to such Debtor) and related financial assets (the
security interest granted hereby in such Dealer Agreements, Dealer Loans,




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	 	 	 	Installment Contracts and Leases, and the Accounts, Chattel Paper, General
Intangibles and proceeds therefrom relating to such Dealer Agreements,
Dealer Loans, Installment Contracts and Leases being subject to the rights
of Dealers under Dealer Agreements);
	 
	 	(h)	 	all trademarks, trade names, patents, copyrights and other
intellectual property, including without limitation, any such property
identified on Schedule F hereto, and all computer records
(“Computer Records”) and software (“Software”), whether
relating to the foregoing Collateral or otherwise, but in the case of such
Software, subject to the rights of any non-affiliated licensee of software;
	 
	 	(i)	 	Investment Property, but expressly excluding therefrom, any and
all shares of stock, and any and all partnership, membership and other equity
interests constituting ownership interests (or evidence thereof) (collectively,
“Equity Interests”) or other securities, of any Subsidiary of a Debtor from
time to time owned or acquired by such Debtor in any manner, other than Equity
Interests in the Pledged Subsidiaries and any certificates at any time
evidencing such Investment Property, and all dividends, cash, instruments,
rights and other property from time to time received, receivable or otherwise
distributed or distributable in respect of or in exchange for any or all of
such Investment Property;
	 
	 	(j)	 	all Intercompany Notes issued in favor of such Debtor; (and the
intercompany loans or advances in the nature of loans evidenced thereby) and
	 
	 	(k)	 	the Proceeds, in cash or otherwise, of any of the property
described in the foregoing clauses (a) through (j) and all liens, security,
rights, remedies and claims of such Debtor with respect thereto, including,
without limitation, any such Proceeds deposited from time to time in the
Special Account or in any other cash collateral account maintained by a Debtor
with the Collateral Agent under, or in connection with, this Agreement or any
of the First Lien Credit Documents and all such Debtor’s rights in each such
account;




provided, however, that “Collateral” shall not include rights under or with
respect to any General Intangible, license, permit or authorization to the extent any such General
Intangible, license, permit or authorization, by its terms or by law, prohibits the assignment of,
or the granting of a security interest in, the rights of a Debtor thereunder or which would be
invalid or enforceable upon any such assignment or grant (the “Restricted Assets”);
provided further that (A) the Proceeds of any Restricted Asset shall continue to be
deemed to be “Collateral”, and (B) this provision shall not limit the grant of any Lien on or
assignment of any Restricted Asset to the extent that the UCC or any other applicable law provides
that such grant of Lien or assignment is effective irrespective of any prohibitions to such grant
provided in any Restricted Asset (or the
underlying documents related thereto). Concurrently with any such Restricted Asset being entered
into or arising after the date hereof, the applicable Debtor shall be obligated to obtain any




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waiver or consent (in form and substance acceptable to the Collateral Agent) necessary to allow
such Restricted Asset to constitute Collateral hereunder if the failure of such Debtor to have such
Restricted Asset would have a Material Adverse Effect; and provided further that
"Collateral” shall not include any (i) Dealer Loans, Installment Contracts, Leases, rights
or interests under Dealer Agreements and related financial assets transferred by an applicable
Debtor prior to the date hereof pursuant to a Permitted Securitization, except to the extent any
such property is re-transferred to such Debtor according to the terms of such Permitted
Securitization (unless such assets are transferred by a Debtor to an uncapped Securitized Pool in
compliance with the applicable requirements for a Permitted Securitization or are transferred from
a Prior Securitization to a New Securitization Transaction (each as such term is defined in the
Original Credit Agreement) or by one Special Purpose Subsidiary to another pursuant to a Bridge
Securitization (as defined in the Original Credit Agreement) in the event that such transfers are
made through a Debtor), (ii) any equity interests in Foreign Subsidiaries, or (iii) any
applications for trademarks filed in the United States Patent and Trademark Office on the basis of
an intent to use such mark pursuant to 15 U.S.C. § 1051 Section 1(b) and for which a form
evidencing use of the mark in interstate commerce has not yet been filed with the United States
Patent and Trademark Office pursuant to 15 U.S.C. § 1051 Section 1(c) and (1)(d), to the extent
that granting a security interest in such trademark application prior to such filing would
adversely affect the enforceability or validity of such trademark application.




     Section 2.2 Debtors Remains Liable. Notwithstanding anything to the contrary contained herein,
(a) each Debtor shall remain liable under the contracts, agreements, documents and instruments
included in the Collateral (including without limitation Dealer Agreements, Dealer Loans,
Installment Contracts and Leases) to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been executed and pay when
due any taxes, including without limitation, any sales taxes payable in connection with the Dealer
Agreements, Dealer Loans, Installment Contracts or Leases and their creation and satisfaction, (b)
the exercise by the Collateral Agent or any of the Benefited Parties of any of their respective
rights or remedies hereunder shall not release any Debtor from any of its duties or obligations
under the contracts, agreements, documents and instruments included in the Collateral, and (c)
subject to the rights of Dealers under Dealer Agreements to the extent of collections on
Installment Contracts or Leases for the account of such Dealers received by the Collateral Agent or
any Benefited Party, neither the Collateral Agent nor any of the Benefited Parties shall have any
indebtedness, liability or obligation (by assumption or otherwise) under any of the contracts,
agreements, documents and instruments included in the Collateral (including without limitation any
Dealer Agreement, Installment Contract or Lease) by reason of this Agreement, and none of such
parties shall be obligated to perform any of the obligations or duties of any Debtor thereunder
(including without limitation any obligation to make future advances to or on behalf of any Dealer
or other obligor) or to take any action to collect or enforce any claim for payment assigned
hereunder.



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     Section 2.3 Delivery of Collateral. (a) All certificates or other instruments representing or
evidencing the Pledged Shares, promptly upon an applicable Debtor gaining any rights therein, shall
be delivered to and held by or on behalf of the Collateral Agent pursuant hereto in suitable form
for transfer by delivery, or accompanied by duly executed stock powers or instruments of transfer
or assignments in blank, all in form and substance reasonably satisfactory to the Collateral Agent.



     (b) Each of the Intercompany Notes, promptly upon an applicable Debtor gaining any rights
therein, shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto,
endorsed to the Collateral Agent without representation, warranty or recourse (except as provided
herein) for security purposes, or accompanied by separate assignments to Collateral Agent (on
comparable terms), all in form and substance reasonably satisfactory to the Collateral Agent.



     Section 2.4 Marking Computer Files. In connection with the security interest and lien established
hereby, each Debtor hereby agrees, at its sole expense, to indicate clearly and unambiguously in
its computer files with respect to the Dealer Agreements, Dealer Loans, Installment Contracts and
Leases encumbered hereby, that such Debtor’s rights to payment under such Dealer Agreements, Dealer
Loans, Installment Contracts and Leases have been pledged to the Collateral Agent pursuant to this
Agreement for the benefit of the Benefited Parties.



ARTICLE III

Representations and Warranties




     To induce the Collateral Agent to enter into this Agreement and the Intercreditor Agreement,
and to induce the Benefited Parties to enter into the applicable First Lien Credit Documents, each
of the Debtors represents and warrants to the Collateral Agent and to each Benefited Party that as
of the date hereof:



     Section 3.1 Title. The applicable Debtor is, and with respect to Collateral acquired after the
date hereof such Debtor will be, the legal and beneficial owner of the Collateral free and clear of
any Lien or other encumbrance, except for (a) Liens which are not prohibited by the terms of the
other First Lien Credit Documents then in effect (hereinafter, “Permitted Liens”), provided that,
other than the Lien established hereby, no Lien on the Collateral described in clauses (i) or (j)
of Section 2.1 hereof (other than Liens described in subclause (b) and, to the extent
subject and subordinate to the Lien established by this Agreement, subclauses (b), g(i) and g(iii)
of the definition of Permitted Liens contained in the Credit Agreement as in effect on the date
hereof) shall constitute a Permitted Lien, (b) with respect to Dealer Agreements and Dealer Loans,
and the Installment Contracts, Accounts, Chattel Paper, Leases and General Intangibles (and
proceeds therefrom) relating to such Dealer Agreements and Dealer Loans, the rights of Dealers
under such Dealer Agreements and (c) with respect to Installment Contracts or Leases (other than
those owned outright by Debtor), Dealers’ interests in financed vehicles and in the proceeds of
such Installment Contracts or Leases and Dealers’ interests, and the security interest and lien
granted
by Dealers to Debtor to secure repayment of Dealer Loans (and all other indebtedness of
Dealers to Debtor) pursuant to the applicable Dealer Agreement.



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     Section 3.2 Financing Statements. No financing statement, security agreement or other Lien
instrument covering all or any part of the Collateral is on file in any public office with respect
to any outstanding obligation of the Debtors except (i) as may have been filed in favor of the
Collateral Agent pursuant to this Agreement, (ii) financing statements filed to perfect Permitted
Liens, and (iii) Liens described in Subsection 3.1(c) hereof. As of the date hereof, and to
the best of the applicable Debtor’s knowledge, except as otherwise disclosed on Schedule E
hereto, such Debtor does not do business and has not done business within the past five (5) years
under a trade name or any name other than its legal name set forth at the beginning of this
Agreement.



     Section 3.3 Principal Place of Business. The principal place of business and chief executive
office of the applicable Debtor, and the office where such Debtor keeps its books and records, is
located at the address of such Debtor shown on Schedule A hereto.



     Section 3.4 Location of Collateral. All Inventory (except vehicles and Inventory in transit) and
Equipment (other than vehicles) of the applicable Debtor in the possession of such Debtor are
located at the places specified on Schedule A hereto. If any such location is leased by
such Debtor as of the date hereof, the name and address of the landlord leasing such location is
identified on Schedule A hereto. None of the Inventory or Equipment of such Debtor (other
than trailers, rolling stock, vessels, aircraft and vehicles) is evidenced by a Document
(including, without limitation, a negotiable document of title). All certificates or other
instruments owned by such Debtor representing Equity Interests of any Significant Domestic
Subsidiary (including, without limitation, the Pledged Shares) will be delivered to the Collateral
Agent, accompanied by duly executed stock powers or instruments of transfer or assignments in blank
with respect thereto.



     Section 3.5 Perfection. Upon (a) the filing of UCC financing statements in the jurisdictions
listed on Schedule B hereto, (b) the recording of the Patent Security Agreement and the
Trademark Security Agreement in the United States Patent and Trademark Office and the recording of
the Copyright Security Agreement in the United States Copyright Office; and (c) upon the Collateral
Agent’s obtaining possession of the certificates evidencing the Pledged Shares, accompanied by duly
executed stock powers or instruments of transfer or assignments in blank and of the Intercompany
Notes (duly endorsed, as aforesaid), the security interest in favor of the Collateral Agent created
herein will constitute a valid and perfected Lien upon and security interest in the Collateral
which may be created and perfected under the UCC by filing financing statements, the recording of
the Patent Security Agreement and the Trademark Security Agreement in the United States Patent and
Trademark Office and the recording of the Copyright Security Agreement in the United States
Copyright Office, or obtaining possession of the Collateral, subject to no junior, equal or prior
Liens except for those (if any) which constitute Permitted Liens.



     Section 3.6 Primary Computer Systems and Software; Computer Records and Intellectual Property.
The only material service and computer systems and related Software utilized by the applicable
Debtor to service Dealer Agreements, Dealer Loans, Installment Contracts and Leases (whether or not
encumbered hereby) are (a) the Application and Contract System which is used from the time an
approval is downloaded from the Credit Approval Processing System until the relevant Installment
Contract or Lease is received and funded, (b) the Loan Servicing System which contains all payment
information and is the primary source for management information reporting, and (c) the Collection
System which is used by such Debtor’s collections personnel to track and service all active
customer accounts. Such computer systems and software are defined (and described in greater detail)
on Schedule C, hereto.



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     Section 3.7 Pledged Shares.



     (a) The Pledged Shares that are shares of a corporation have been duly authorized and validly
issued and are fully paid and non-assessable, and the Pledged Shares which are membership,
partnership or other similar ownership interests have been validly granted, under the laws of the
jurisdiction of organization of the issuers thereof, and, to the extent applicable, are fully paid
and nonassessable.



     (b) The applicable Debtor is the legal and beneficial owner of the Pledged Shares, free and
clear of any Lien (other than the Liens created by this Agreement and the Permitted Liens) and no
issuer of Pledged Shares is a party to any agreement granting “control” (as defined in Section
8-106 of the UCC) of such Debtor’s Pledged Shares to any third party. All such shares are held by
each Debtor directly and not through any securities intermediary.



     (c) The Pledged Shares constitute the percentage of the issued and outstanding shares of
stock, partnership units or membership or other ownership interests of the Issuers thereof
indicated on Schedule D hereto, if applicable, and such schedule contains a description of
all shares of capital stock, partnership units, membership interests and other ownership interests
of or in the Pledged Subsidiaries owned by the applicable Debtor (as such Schedule D may
from time to time be supplemented, amended or modified in accordance with the terms of this
Agreement).



     Section 3.8 Intellectual Property.



     Each Debtor owns the United States registered copyrights, letters patent and trademarks and
intellectual property license agreements set forth on Schedule F hereto, together with the
applications for registration of copyrights, trademarks or patents, and such mask works set forth
on the attached Schedule F hereto, together with such additional intellectual property as
such Debtor may disclose to the Collateral Agent from time to time, and all such property rights
are valid, subsisting and enforceable, except where the failure to be so could not reasonably be
expected to have a Material Adverse Effect. Each Debtor has made all necessary filings and
recordations to protect and maintain its interest in the foregoing trademarks, patents and
copyrights set forth on Schedule F hereto (as the same may be amended from time to time),
including, without limitation, all necessary filings and recordings, and payments of all
maintenance fees, in the United States Patent and Trademark Office and United States Copyright
Office to the extent such trademarks, patents and copyrights are material to such Debtor’s
business.



     Section 3.9 Timing of Representations and Warranties. The representations and warranties
contained in this Article III are given as of the date of this Agreement.



ARTICLE IV

Covenants




11









 








     Each of the Debtors covenants and agrees with the Collateral Agent that until the First Lien
Obligations are paid and performed in full and all commitments to lend or provide other credit
accommodations under the First Lien Credit Documents have been terminated:



     Section 4.1 Encumbrances. The applicable Debtor shall not create, permit or suffer to exist, and
shall defend the Collateral against, any Lien or other encumbrance (other than the Liens created by
this Agreement and the Permitted Liens) or any restriction upon the pledge or other transfer
thereof (other than as provided or permitted in the First Lien Credit Documents), and shall,
subject to the Permitted Liens, defend such Debtor’s title to and other rights in the Collateral
and the Collateral Agent’s pledge and collateral assignment of and security interest in the
Collateral against the claims and demands of all Persons. Except to the extent permitted by the
First Lien Credit Documents or in connection with any release of Collateral under Section
7.13 hereof (but only to the extent of any Collateral so released), such Debtor shall do
nothing to impair the rights of the Collateral Agent in the Collateral.



     Section 4.2 Collection of Accounts and Contracts; No Commingling. The applicable Debtor shall, in
accordance with its usual business practices, endeavor to collect or cause to be collected from
each account debtor under its Accounts, as and when due, any and all amounts owing under such
Accounts and from any Dealer or from any obligor under an Installment Contract or Lease, as the
case may be, any Dealer Loans or other amounts owing under a Dealer Agreement, Installment Contract
or Lease, as applicable. The applicable Debtor shall take the steps required under the documents
relating to Permitted Securitizations to segregate any Collateral transferred, encumbered or
otherwise affected by a Permitted Securitization from the Collateral encumbered under this
Agreement and all proceeds or other sums received in respect thereof (provided that Dealer
Agreements which cover Dealer Loans which have been transferred pursuant to a Permitted
Securitization, but which also cover Dealer Loans encumbered hereby, may contain the legend affixed
in connection with the applicable Permitted Securitization).



     Section 4.3 Disposition of Collateral. To the extent prohibited by the terms of the First Lien
Credit Documents, the applicable Debtor shall not enter into or consummate any transfer or other
disposition of assets without the
prior written consent of the applicable Benefited Parties, according to the terms of the
applicable First Lien Credit Documents.



     Section 4.4 Further Assurances. At any time and from time to time, upon the request of the
Collateral Agent, and at the sole expense of the Debtors, the applicable Debtor shall promptly
execute and deliver all such further agreements, documents and instruments and take such further
action as the Collateral Agent may reasonably deem necessary or appropriate to preserve and perfect
its security interest in, and pledge and collateral assignment of, the Collateral and carry out the
provisions and purposes of this Agreement or to enable the Collateral Agent to exercise and enforce
its rights and remedies hereunder with respect to any of the Collateral; provided,
however, that nothing contained in this Section 4.4 shall require such Debtor to
affix legends to the Dealer Agreements, Installment Contracts or Leases (or folders containing the
same) prior to the times set forth in Section 6.4. Except as otherwise expressly permitted
by the terms of the First Lien Credit Documents relating to disposition of assets, including,
without limitation, any Permitted Securitization and except for Permitted Liens, the applicable
Debtor agrees to maintain and preserve the Collateral Agent’s security interest in, and



12









 




pledge and
collateral assignment of, the Collateral hereunder. Without limiting the generality of the
foregoing, the applicable Debtor shall (a) deliver to the Collateral Agent such financing
statements as the Collateral Agent may from time to time require; and (b) execute and deliver to
the Collateral Agent, or cause to be so executed and delivered, such other agreements,
acknowledgments, documents and instruments, including without limitation, stock powers, as the
Collateral Agent may require to perfect and maintain the validity, effectiveness and priority of
the Liens intended to be created by the First Lien Security Documents. The applicable Debtor
authorizes the Collateral Agent to file one or more financing or continuation statements, and
amendments thereto, relating to all or any part of the Collateral without the signature of such
Debtor unless otherwise prohibited by law.




     Section 4.5 Insurance. The applicable Debtor shall maintain, with financially sound and reputable
insurers, insurance with respect to its material property and business against such casualties and
contingencies, of such types (including, without limitation, insurance with respect to losses
arising out of such property loss or damage, public liability, business interruption, larceny,
workers’ compensation, embezzlement or other criminal misappropriation) and in such amounts as is
customary in the case of corporations of established reputations engaged in the same or similar
business and similarly situated and shall cause the Collateral Agent to be named as “lender loss
payee” thereunder to the full extent required to perfect and/or protect the Lien established
hereby, provided that such insurance is commercially available, it being understood that the
Company and its Subsidiaries may self-insure against hazards and risks with respect to which, and
in such amounts as, the Company in good faith determines to be prudent and consistent with sound
financial and business practice. Recoveries under any such policy of insurance shall be paid as
provided in the First Lien Credit Documents, subject to the Intercreditor Agreement.



     Section 4.6 Bailees. If any of the Collateral is at any time in the possession or control of any
warehouseman, bailee or any of the applicable Debtor’s agents or processors, the applicable Debtor
shall, at the request of the Collateral Agent (as directed by the Applicable Authorized
Representative), notify such warehouseman, bailee, agent or processor of the security interest
created hereunder and shall instruct such Person to hold such Collateral for the Collateral Agent’s
account subject to the Collateral Agent’s instructions, and shall obtain such acknowledgments
and/or undertakings from such Persons as reasonably requested by Collateral Agent (as directed by
the Applicable Authorized Representative).



     Section 4.7 Furnishing of Information and Inspection Rights. (a) Pursuant to the Prior Security
Agreements, the applicable Debtors thereunder delivered to the Collateral Agent, on a confidential
and proprietary basis, one or more computer files or microfiche lists containing true and complete
(and updated to the most recent month end) lists of all Dealer Agreements and Dealer Loans, and all
Installment Contracts or Leases, as applicable, securing all such Dealer Loans or owned outright by
such Debtor, identified by account number, dealer number (if not owned outright by such Debtor),
and pool number.



          (b) From and after the date of this Agreement,





     (i) so long as no Event of Default has occurred and is continuing, upon the
written request of the Collateral Agent (as directed by the Requisite



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Benefited
Parties), each applicable Debtor shall be obligated, but not more frequently than
monthly; and




     (ii) upon the occurrence and during the continuance of an Event of Default,
each applicable Debtor shall be obligated, on a monthly basis whether or not the
Collateral Agent shall so request, and more frequently upon the written request of
the Collateral Agent (as directed by the Applicable Authorized Representative);


to furnish to the Collateral Agent, a computer file, microfiche list or other list identifying each
of the Dealer Agreements, Dealer Loans, Installment Contracts and Leases encumbered hereby by pool
number, account number and dealer number (if not owned outright by such Debtor) identifying the
relevant Installment Contract or Lease, and such Debtor shall also furnish to the Collateral Agent
from time to time such other information with respect to Dealer Agreements, Dealer Loans,
Installment Contracts and Leases encumbered hereby as the Collateral Agent may reasonably request.
Without impairing the rights of any Benefited Party to obtain information from such Debtor under
any of the other First Lien Credit Documents, as applicable, the Collateral Agent shall furnish
copies of the foregoing to any Authorized Representative that has entered into a confidentiality
agreement in form and substance reasonably satisfactory to the Company upon such Authorized
Representative’s request following the occurrence and during the continuance of any Default or
Event of Default, and each Debtor hereby authorizes and approves such release. Each Debtor will, at
any time and from time to time during regular business hours, upon 5 days’ prior notice (except if
any Event of Default has occurred and is
continuing, when no prior notice shall be required), permit the Collateral Agent, or its agents or
representatives, to examine and make copies of and abstracts from all Records, to visit the offices
and properties of such Debtor for the purpose of examining such Records, and to discuss matters
relating to the Dealer Loans, Installment Contracts, Leases or such Debtor’s performance hereunder
and under the other First Lien Credit Documents with any of the officers, directors, employees or
independent public accountants of such Debtor having knowledge of such matters; provided,
however, that the Collateral Agent acknowledges that, in exercising the rights and
privileges conferred in this Section 4.7, it or its agents and representatives may, from
time to time, obtain knowledge of information, practices, books, correspondence and records of a
confidential nature and in which such Debtor has a proprietary interest. The Collateral Agent
agrees that all such information, practices, books, correspondence and records are to be regarded
as confidential information and agrees that it shall retain in strict confidence and shall use its
reasonable efforts to ensure that its agents and representatives retain in strict confidence, and
will not disclose without the prior written consent of the applicable Debtor, any such information,
practices, books, correspondence and records furnished to them except that the Collateral Agent may
disclose such information (i) to its officers, directors, employees, agents, counsel, accountants,
auditors, affiliates, advisors or representatives (provided that such Persons are informed of the
confidential nature of such information), (ii) to the extent such information has become available
to the public other than as a result of a disclosure by or through the Collateral Agent or its
officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or
representatives, (iii) to the extent such information was available to the Collateral Agent on a
nonconfidential basis prior to its disclosure to the Collateral Agent hereunder, (iv) to the extent
the Collateral Agent is (A) required in connection with any legal or regulatory proceeding or (B)
requested by any bank or other regulatory authority, to disclose such




14









 







information, (v) to any
prospective assignee of any Credit Agreement Obligation; provided, that the Collateral
Agent shall notify such assignee of the confidentiality provisions of this Section 4.7 and
such assignee shall agree to be bound thereby, or (vi) to any Credit Agreement Secured Party,
subject to the confidentiality provisions contained in this Agreement and any of the other First
Lien Credit Documents to which it is a party, upon the request of such party following the
occurrence and during the continuance of such Default or Event of Default (but with no obligation
on the part of any such Credit Agreement Secured Party hereunder to return such information to
Collateral Agent or the applicable Debtor if any such Default or Event of Default is subsequently
cured or waived), or (vii) at any time to any Authorized Representative, subject to the
confidentiality provisions contained in this Agreement and any of the other First Lien Credit
Documents to which it is a party. Notwithstanding anything to the contrary in this Agreement, the
Collateral Agent may reply to a request from any Person for a list of Dealer Loans, Dealer
Agreements, Installment Contracts, Leases or other information related to any Collateral referred
to in any financing statement filed or acknowledgment obtained to perfect the security interest and
liens established hereby, to the extent necessary to maintain the perfection or priority of such
security interests or liens, or otherwise required under applicable law. The Collateral Agent
agrees (at the Debtors’ sole cost and expense) to take such measures as shall be reasonably
requested by the Debtors to protect and maintain the security and confidentiality of such
information. The Collateral Agent shall exercise good faith and make diligent efforts to provide
the Debtors with written notice at least five (5) Business Days’ prior to any disclosure pursuant
to this Subsection 4.7(b).




     (c) Furthermore, each Debtor shall permit the Collateral Agent and its representatives to
examine, inspect and audit the Collateral and to examine, inspect and audit such Debtor’s books and
Records as otherwise provided under the First Lien Credit Documents.



     Section 4.8 Corporate Changes. None of the Debtors shall change its name, identity or corporate
structure in any manner that might make any financing statement filed in connection with this
Agreement seriously misleading within the meaning of Section 9-506 of the UCC unless such Debtor
shall have given the Collateral Agent thirty (30) days’ prior written notice thereof and shall have
taken all action deemed necessary or desirable by the Collateral Agent to protect its Liens and the
perfection and priority thereof. None of the Debtors shall change its principal place of business,
chief executive office or the place where it keeps its books and records unless it shall have given
the Collateral Agent thirty (30) days’ prior written notice thereof and shall have taken all action
deemed necessary or desirable by the Collateral Agent to cause its security interest in the
Collateral to be perfected with the priority required by this Agreement.



     Section 4.9 Books and Records; Information. Each Debtor shall keep accurate and complete books
and records (the “Records”) of the Collateral and such Debtor’s business and financial
condition in accordance with the First Lien Credit Documents. Subject to Section 4.7, each
Debtor shall from time to time at the request of the Collateral Agent deliver to the Collateral
Agent such information regarding the Collateral and such Debtor as the Collateral Agent may
reasonably request, including, without limitation, lists and descriptions of the Collateral and
evidence of the identity and existence of the Collateral. Each Debtor shall mark its books and
records to reflect the security interest of the Collateral Agent under this Agreement;



15









 




provided, however, that with respect to its computer files, such Debtor’s
compliance with Section 2.4 hereof shall be deemed to satisfy its obligations under this
sentence.




     Section 4.10 Administrative and Operating Procedures. Each Debtor will maintain and implement
administrative and operating procedures (including without limitation an ability to recreate
records relating to the Dealer Agreements, Dealer Loans, Installment Contracts and Leases
encumbered hereby in the event of the destruction of the originals thereof), and keep and maintain,
or obtain, as and when required, all documents, books, records and other information reasonably
necessary or advisable for the collection of all amounts due under the Dealer Agreements, Dealer
Loans, Installment Contracts and Leases encumbered hereby (including without limitation records
adequate to permit adjustments to amounts due under each of such Dealer Agreements, Dealer Loans,
Installment Contracts and Leases). Each Debtor will give the Collateral Agent notice of any
material change in the administrative and operating procedures of such Debtor referred to in the
previous sentence. Notwithstanding the foregoing, the Debtors shall not be required to make or
retain duplicate copies of Installment Contracts or Leases.



     Section 4.11 Equipment and Inventory.



     (a) Each Debtor shall keep the Equipment (other than vehicles) and Inventory (other than
vehicles and Inventory in transit) which is in such Debtor’s possession at any of the locations
specified on Schedule A hereto or, upon thirty (30) days’ prior written notice to the
Collateral Agent, at such other places within the United States of America or Canada where all
action required to perfect the Collateral Agent’s security interest in the Equipment and Inventory
with the priority required by this Agreement shall have been taken.



     (b) Each Debtor shall maintain the Equipment and Inventory in accordance with the terms of the
First Lien Credit Documents.



     Section 4.12 Notification. Each Debtor shall promptly notify the Collateral Agent in writing of
any Lien, encumbrance or claim (other than a Permitted Lien) that has attached to or been made or
asserted against any of the Collateral upon becoming aware of the existence of such Lien,
encumbrance or claim.



     Section 4.13 Collection of Accounts. So long as no Event of Default has occurred and is continuing
and except as otherwise provided in this Section 4.13 and in Section 5.1, the
applicable Debtor shall have the right to collect and receive payments on the Accounts, Dealer
Agreements, Dealer Loans, Installment Contracts, Leases and other financial assets and to use and
expend the same in its operations, in each case in compliance with the terms of each of the First
Lien Credit Documents. In connection with such collections, the applicable Debtor may take (and, at
the Collateral Agent’s direction following the occurrence and during the continuance of an Event of
Default, shall take) such actions as such Debtor or the Collateral Agent may deem necessary or
advisable to enforce collection of the Accounts, Dealer Agreements, Dealer Loans, Installment
Contracts and other financial assets.



     Section 4.14 Voting Rights; Distributions, Etc.



16









 





     (a) So long as no Event of Default shall have occurred and be continuing (both before and
after giving effect to any of the actions or other matters described in clauses (i) or (ii) of this
subparagraph):




     (i) Each Debtor shall be entitled to exercise any and all voting and other
consensual rights (including, without limitation, the right to give consents,
waivers and ratifications) pertaining to any of the Pledged Shares or any part
thereof; provided, however, that no vote shall be cast or consent, waiver or
ratification given or action taken without the prior written consent of the
Collateral Agent which would violate any provision of this Agreement or any of the
other First Lien Credit Documents; and




     (ii) Except as otherwise provided in this Agreement or any of the other First
Lien Credit Documents, each Debtor shall be entitled to receive and retain
any and all dividends, distributions and interest paid in respect to any of the
Pledged Shares.



     (b) Upon the occurrence and during the continuance of an Event of Default:




     (i) The Collateral Agent may, at the direction or with the concurrence of the
Applicable Authorized Representative as required under the Intercreditor Agreement,
(without notice to the Debtors), transfer or register in the name of the Collateral
Agent or any of its nominees, for the equal and ratable benefit of the Benefited
Parties, any or all of the Pledged Shares and the Proceeds thereof (in cash or
otherwise) held by the Collateral Agent hereunder, and the Collateral Agent or its
nominee may thereafter, at the direction or with the concurrence of the Applicable
Authorized Representative as required under the Intercreditor Agreement, after
delivery of notice to the applicable Debtor, exercise all voting and corporate or
similar rights at any meeting of any corporation or other entity issuing any of the
Pledged Shares, and any and all rights of conversion, exchange, subscription,
distribution or any other rights, privileges or options pertaining to any of the
Pledged Shares as if the Collateral Agent were the absolute owner thereof,
including, without limitation, the right to exchange, at its discretion, any and all
of the Pledged Shares upon the merger, consolidation, reorganization,
recapitalization or other readjustment of any corporation or other entity issuing
any of such Pledged Shares or upon the exercise by any such issuer or the Collateral
Agent of any right, privilege or option pertaining to any of the Pledged Shares and,
in connection therewith, to deposit and deliver any and all of the Pledged Shares
with any committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Collateral Agent may determine, all without
liability except to account for property actually received by it, but the Collateral
Agent shall have no duty to exercise any of the aforesaid rights, privileges or
options, and the Collateral Agent shall not be responsible for any failure to do so
or delay in so doing.




     (ii) All rights of the Debtors to exercise the voting and other consensual
rights which it would otherwise be entitled to exercise pursuant to



17









 







Subsection 4.14(a)(i) and to receive the dividends, interest and other distributions which
it would otherwise be authorized to receive and retain pursuant to Subsection
4.14(a)(ii) shall be suspended until such Event of Default shall no longer
exist, and all such rights shall, until such Event of Default shall no longer exist,
thereupon become vested in the Collateral Agent which shall thereupon have the sole
right, at the direction or with the concurrence of the Applicable Authorized
Representative as required under the Intercreditor Agreement, to exercise such
voting and other consensual rights and to receive, hold and dispose of as Pledged
Shares, as the case may be, such dividends, interest and other distributions.




     (iii) All dividends, interest and other distributions which are received by the
Debtors contrary to the provisions of this Subsection 4.14(b) shall be
received in trust for the benefit of the Collateral Agent, shall be segregated from
other funds and property of the Debtors and shall be forthwith paid over to the
Collateral Agent as Collateral in the same form as so received (with any necessary
endorsement).




     (iv) The Debtors shall execute and deliver (or cause to be executed and
delivered) to the Collateral Agent all such proxies and other instruments as the
Collateral Agent may reasonably request for the purpose of enabling the Collateral
Agent to exercise the voting and other rights which it is entitled to exercise
pursuant to this Subsection 4.14(b) and to receive the dividends, interest
and other distributions which it is entitled to receive and retain pursuant to this
Subsection 4.14(b). The foregoing shall not in any way limit the Collateral
Agent’s power and authority granted pursuant to Section 5.1.



     Section 4.15 Transfers and Other Liens; Additional Investments. Each Debtor agrees that (a) except
with the written consent of the Collateral Agent, it will not permit any Pledged Subsidiary to
issue to it or any of its other Subsidiaries any shares of stock, membership interests, partnership
units, notes or other securities or instruments in addition to or in substitution for any of the
Pledged Shares, unless, concurrently with each issuance thereof, any and all such shares of stock,
membership interests, partnership units, notes or instruments are encumbered in favor of the
Collateral Agent under this Agreement or otherwise (it being understood and agreed that all such
shares of stock, membership interests, partnership units, notes or instruments issued to such
Debtor shall, without further action by such Debtor or Collateral Agent, be automatically
encumbered by this Agreement as Pledged Shares) and (b) it will promptly upon the written request
of the Collateral Agent following the issuance thereof (and in any event within three Business Days
following such request) deliver to the Collateral Agent (i) an amendment, duly executed by the
applicable Debtor, in substantially the form of Exhibit A hereto (an “Amendment”),
in respect of such shares of stock, membership interests, partnership units, notes or instruments
issued to such Debtor or (ii) a new stock pledge, duly executed by the applicable Subsidiary, in
substantially the form of this Agreement (a “New Pledge”), in respect of such shares of
stock, membership interests, partnership units, notes or instruments issued to any Subsidiary
granting to the Collateral Agent, for the benefit of the Benefited Parties, a first priority
security interest, pledge and lien thereon, together in each case with all certificates, notes or
other instruments representing or evidencing the same, and the



18









 




acknowledgment of any issuer
necessary or appropriate to perfect such pledge, security interest and lien on any membership or
similar ownership interest. Each Debtor hereby (x) authorizes the Collateral Agent to attach each
Amendment to this Agreement, (y) agrees that all such shares of stock, membership interests,
partnership units, notes or instruments listed in any Amendment delivered to the Collateral Agent
shall for all purposes hereunder constitute Pledged Shares, and (z) is deemed to have made, upon
the delivery of each such Amendment, the representations and warranties contained in Sections
3.1, 3.2, 3.4, 3.5 and 3.7 of this Agreement with respect to the Collateral covered thereby.




     Section 4.16 Possession; Reasonable Care. Regardless of whether an Event of Default has occurred
or is continuing, the Collateral Agent shall have the right to hold in its possession all Pledged
Shares pledged, assigned or
transferred hereunder and from time to time constituting a portion of the Collateral. The
Collateral Agent may appoint one or more agents (which in no case shall be a Debtor or an affiliate
of a Debtor) to hold physical custody, for the account of the Collateral Agent, of any or all of
the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Collateral Agent accords its own property, it being
understood that the Collateral Agent shall not have any responsibility for (a) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders, distribution or
other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to
have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any
parties with respect to any Collateral, except, subject to the terms hereof, upon the written
instructions of the Requisite Benefited Parties, if no Event of Default has occurred and is
continuing, and of the Applicable Authorized Representative, following the occurrence and during
the continuance of an Event of Default. Following the occurrence and continuance (beyond any
applicable grace or cure period) of an Event of Default, the Collateral Agent shall be entitled to
take possession of the Collateral in accordance with the UCC.



     Section 4.17 Future Significant Domestic Subsidiaries. (a) With respect to each Person which
becomes a Significant Domestic Subsidiary subsequent to the date hereof, on the date such Person is
created, acquired or otherwise becomes a Significant Domestic Subsidiary (whichever first occurs),
the Company shall cause such Subsidiary to execute and deliver, to the Collateral Agent a joinder
agreement, substantially in the form of Exhibit B hereto, by which such Subsidiary shall
become obligated as Debtor hereunder, as fully as though an original signatory hereto.



     (b) The Company shall complete and deliver to the Collateral Agent Schedule D hereto,
listing all then-existing Subsidiaries which are Significant Domestic Subsidiaries and providing
such information regarding its direct or indirect ownership interests in such Subsidiaries as
Collateral Agent may require.



     (c) Furthermore, promptly following the effective date of each acquisition or creation of a
Significant Domestic Subsidiary after the delivery of the initial Schedule D hereto, the
Company from time to time shall revise Schedule D hereto and deliver a copy thereto to the
Collateral Agent, adding to Schedule D the name of each such Significant Domestic
Subsidiary so acquired or created (and supplying the other information required on such schedule
including



19









 




ownership information), and, upon such revision, the Company and/or the applicable Debtor
shall be deemed to have pledged 100% of the capital stock, partnership interests, membership
interests or other ownership interests (to the extent owned by the Company and/or such Debtor) of
each such Significant Domestic Subsidiary so acquired or created to Collateral Agent, for and on
behalf of the Benefited Parties.




     Section 4.18 Preservation of Intellectual Property.



     (a) Each Debtor agrees to take all necessary steps, including, without limitation, in the
United States Copyright Office or the United States Patent and Trademark Office or in any court, to
defend, enforce and preserve the validity and ownership of the intellectual property
identified on Schedule F hereto and all such additional registered intellectual
property as may be acquired or held by each Debtor except, in each case, in which the Debtors have
determined, using their commercially reasonable judgment, that any of the foregoing is not of
material economic value to them.



     (b) Each Debtor shall not abandon any registered intellectual property registrations or
applications therefor without the written consent of the Collateral Agent, unless the Debtors shall
have previously determined, using their commercially reasonable judgment, that such use or pursuit
or maintenance of such intellectual property registrations or applications, is not of material
economic value to them.



     (c) In the event that a Debtor becomes aware that any item of the intellectual property which
such Debtor has determined, using its commercially reasonable judgment, to be material to its
business (either singly or when taken as a whole together with other such intellectual property
rights then being infringed against or misappropriated) is infringed or misappropriated by a third
party, such Debtor shall notify the Collateral Agent promptly and in writing, in reasonable detail,
and shall take such actions as such Debtor or the Collateral Agent deems necessary or appropriate
(using its reasonable commercial judgment) including, without limitation, suing for infringement or
misappropriation and for an injunction against such infringement or misappropriation. Any expense
incurred in connection with such activities shall be borne by the Debtors. Each Debtor will advise
the Collateral Agent promptly and in writing and in reasonable detail, of any adverse determination
or the institution of any proceeding (including, without limitation, the institution of any
proceeding in the United States Patent and Trademark Office, the United States Copyright Office or
any court) regarding any material item of the intellectual property collateral.



     (d) Promptly following application for registration, registration or acquisition by a Debtor
of any trademark, patent or copyright, such Debtor shall provide notice to the Collateral Agent of
such application, registration or acquisition so that the Collateral Agent may make such filings as
it may deem necessary or desirable to perfect its interest in such intellectual property, and such
Debtor shall execute an amendment to the Security Agreement in substantially the form of
Exhibit C hereto in order to for the Collateral Agent to perfect its interests in any
intellectual property held by such Debtor.



ARTICLE V

Rights of the Collateral Agent




20









 








     Section 5.1 Power of Attorney. Each Debtor hereby irrevocably constitutes and appoints the
Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the name of such Debtor or in
its own name, to take, after the occurrence and during the continuance of an Event of Default, any
and all actions, and to execute any and all documents and instruments which the Collateral Agent at
any time and from time to time deems necessary or desirable, to accomplish the purposes of this
Agreement, and, without limiting the generality of the foregoing, each Debtor hereby gives the
Collateral Agent the power and right on behalf of such Debtor and in its own name to do any of the
following after the occurrence and during the continuance of an Event of Default, without
notice to or the consent of the Debtors:




     (i) to demand, sue for, collect or receive, in the name of the Debtors or in
its own name, any money or property at any time payable or receivable on account of
or in exchange for any of the Collateral and, in connection therewith, endorse
checks, notes, drafts, acceptances, money orders, documents of title or any other
instruments for the payment of money under the Collateral or any policy of
insurance;




     (ii) to pay or discharge taxes, Liens or other encumbrances levied or placed on
or threatened against the Collateral;




     (iii) (A) to direct account debtors, Dealers, any obligors under Installment
Contracts or Leases, as applicable, and any other parties liable for any payment
under any of the Collateral to make payment of any and all monies due and to become
due thereunder directly to the Collateral Agent or as the Collateral Agent shall
direct; (B) to receive payment of and receipt for any and all monies, claims and
other amounts due and to become due at any time in respect of or arising out of any
Collateral; (c) to sign and endorse any invoices, freight or express bills, bills of
lading, storage or warehouse receipts, drafts against debtors, assignments, proxies,
stock powers, verifications and notices in connection with accounts and other
documents relating to the Collateral; (D) to commence and prosecute any suit, action
or proceeding at law or in equity in any court of competent jurisdiction to collect
the Collateral or any part thereof and to enforce any other right in respect of any
Collateral; (E) to defend any suit, action or proceeding brought against the Debtors
with respect to any Collateral; (F) to settle, compromise or adjust any suit, action
or proceeding described above and, in connection therewith, to give such discharges
or releases as the Collateral Agent may deem appropriate; (G) to exchange any of the
Collateral for other property upon any merger, consolidation, reorganization,
recapitalization or other readjustment of the issuer thereof and, in connection
therewith, deposit any of the Collateral with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms as the Collateral Agent
may determine; (H) to add or release any guarantor, indorser, surety or other party
to any of the Collateral; (i) to renew, extend or otherwise change the terms and
conditions of any of the Collateral; (J) to make, settle, compromise or adjust any
claim under or pertaining to any of the Collateral (including claims under any
policy of insurance); and (K) to sell, transfer, pledge, convey, make any agreement
with



21









 







respect to, or otherwise deal with, any of the Collateral as fully and
completely as though the Collateral Agent were the absolute owner thereof for all
purposes, and to do, at the Collateral Agent’s option and the Debtors’ sole expense,
at any time, or from time to time, all acts and things which the Collateral Agent
deems necessary to protect, preserve, maintain, or realize upon the Collateral and
the Collateral Agent’s security interest therein.



     This power of attorney is a power coupled with an interest and shall be irrevocable. The
Collateral Agent shall be under no duty to exercise or withhold the exercise of any of the rights,
powers, privileges and options expressly or implicitly granted to the Collateral Agent in this
Agreement, and shall not be liable for any failure to do so or any delay in doing so. This power of
attorney is conferred on the Collateral Agent solely to protect, preserve, maintain and realize
upon its security interest in the Collateral. The Collateral Agent shall not be responsible for any
decline in the value of the Collateral and shall not be required to take any steps to preserve
rights against prior parties or to protect, preserve or maintain any Lien given to secure the
Collateral.



     Section 5.2 Setoff. In addition to and not in limitation of any rights of any Benefited Party
under applicable law, the Collateral Agent and each Benefited Party shall, upon acceleration of any
First Lien Obligation owing to such party under the First Lien Credit Documents, as the case may
be, or when and to the extent any such First Lien Obligation shall otherwise be due and payable,
and without notice or demand of any kind, have the right to appropriate and apply to the payment of
the First Lien Obligations owing to it (whether or not then due) any and all balances, credits,
deposits, accounts or moneys of the Debtors then or thereafter on deposit with such Benefited
Party; provided, however, that any such amount so applied by any Benefited Party on
any of the First Lien Obligations owing to it shall be subject to the provisions of Article II of
the Intercreditor Agreement.



     Section 5.3 Assignment by the Collateral Agent. The Collateral Agent may at any time assign or
otherwise transfer all or any portion of its rights and obligations as Collateral Agent under this
Agreement and the other First Lien Security Documents (including, without limitation, the First
Lien Obligations) to any other Person, to the extent permitted by, and upon the conditions
contained in, the Intercreditor Agreement and the other First Lien Credit Documents, as applicable,
and such Person shall thereupon become vested with all the benefits and obligations thereof granted
to the Collateral Agent herein or otherwise.



     Section 5.4 Performance by the Collateral Agent. If any Debtor shall fail to perform any covenant
or agreement contained in this Agreement, the Collateral Agent may perform or attempt to perform
such covenant or agreement on behalf of such Debtor, in which case Collateral Agent shall exercise
good faith and make diligent efforts to give Debtors prompt prior written notice of such
performance or attempted performance. In such event, the Debtors shall, at the request of the
Collateral Agent, promptly pay any reasonable amount expended by the Collateral Agent in connection
with such performance or attempted performance to the Collateral Agent, together with interest
thereon at the interest rate set forth in the Credit Agreement (or if the Credit Agreement is not
then in effect, the highest non-default interest rate contained in the other First Lien Credit
Documents then in effect), from and including the date of such expenditure to but excluding the
date such expenditure is paid in full. Notwithstanding the



22









 




foregoing, it is expressly agreed that
the Collateral Agent shall not have any liability or responsibility for the performance of any
obligation of the Debtors under this Agreement.




     Section 5.5 Restrictions under Dealer Agreements; Non-petition Covenant. In exercising the rights
and remedies set forth in this Agreement, the Collateral Agent shall take no action with regard to
any Dealer which is expressly prohibited by the related Dealer Agreement.



     Section 5.6 Certain Costs and Expenses. The Debtors shall pay or reimburse the Collateral Agent
within five (5) Business Days after demand for all reasonable costs and expenses (including
reasonable attorney’s and paralegal fees and expenses supported by an itemized billing statement)
incurred by it in connection with the enforcement, attempted enforcement or preservation of any
rights or remedies under this Agreement or any other First Lien Security Document during the
existence of an Event of Default or after acceleration of any of the First Lien Obligations,
(including in connection with any “workout” or restructuring regarding the First Lien Obligations,
and including in any insolvency proceeding or appellate proceeding); provided,
however, that the Debtors shall only be required to pay or reimburse the Collateral Agent
in connection with the enforcement, attempted enforcement, or preservation of any rights or
remedies under this Agreement or any other First Lien Security Document for the fees and expenses
of one law firm in each jurisdiction governing the establishment, perfection or priority of any
security interest or lien established hereby or governing any dispute, claim or other matter
arising hereunder, at any given time, engaged on behalf of the Collateral Agent. The agreements in
this Section 5.6 shall survive the payment in full of the First Lien Obligations.
Notwithstanding the foregoing, the reimbursement of any fees and expenses incurred by the Benefited
Parties shall be governed by the terms and conditions of the applicable First Lien Credit
Documents.



     Section 5.7 Indemnification. The Debtors shall indemnify, defend and hold the Collateral Agent,
each Credit Agreement Secured Party and each Authorized Representative, and each of their
respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person”) harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements
(including reasonable attorneys’ and paralegals’ fees and expenses supported by an itemized billing
statement) of any kind or nature whatsoever which may at any time (including at any time following
repayment of the First Lien Obligations and the termination, resignation or replacement of the
Collateral Agent or replacement of any Benefited Party) be imposed on, incurred by or asserted
against any such Indemnified Person in any way relating to or arising out of this Agreement or any
other First Lien Security Document or any document contemplated by or referred to herein or
therein, or the transactions contemplated hereby, or any action taken or omitted by any such
Indemnified Person under or in connection with any of the foregoing, including with respect to any
investigation, litigation or proceeding (including any “Bankruptcy Case” (as defined in the
Intercreditor Agreement) or appellate proceeding) related to or arising out of this Agreement or
the First Lien Obligations or the use of the proceeds thereof, whether or not any Indemnified
Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”);
provided, that the Debtors shall have no obligation under this Section 5.7 to any
Indemnified Person (a) with respect to Indemnified Liabilities to the extent resulting from the
gross negligence or willful
misconduct of such Indemnified Person or (b) if, in the case of an action solely among the
Collateral Agent and/or the Benefited Parties (or any of them), neither



23









 




any Debtor nor any of its
Affiliates or employees or agents is (or has been) finally determined, in a court of competent
jurisdiction, to have engaged in any wrongful conduct or in any breach of this Agreement or any of
the First Lien Credit Documents or (c) if, in the case of an action solely as between or among the
Collateral Agent and/or the Benefited Parties (or any of them) on the one hand and a Debtor, on the
other hand, (i) such Debtor has obtained a final, non-appealable judgment from a court of competent
jurisdiction that neither it nor any of its Affiliates, employees or agents has engaged in any
wrongful conduct or in any breach of this Agreement or any of the other First Lien Credit Documents
or (ii) such Debtor by non-appealable judgment is the prevailing party. The agreements in this
Section 5.7 shall survive payment of all other First Lien Obligations.




ARTICLE VI

Default




     Section 6.1 Rights and Remedies. If an Event of Default shall have occurred and be continuing,
the Collateral Agent shall have the following rights and remedies, subject to the direction and/or
consent of the Applicable Authorized Representative as required under the Intercreditor Agreement:




     (i) In addition to all other rights and remedies granted to the Collateral
Agent in this Agreement, the Intercreditor Agreement or in any of the other First
Lien Credit Documents or by applicable law, the Collateral Agent shall have all of
the rights and remedies of a secured party under the UCC (whether or not the UCC
applies to the affected Collateral), and the Collateral Agent may also, without
notice except as specified below or in the Intercreditor Agreement, sell the
Collateral or any part thereof in one or more parcels at public or private sale, at
any exchange, broker’s board or at any of the Collateral Agent’s offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms as
the Collateral Agent may, in its reasonable discretion, deem commercially reasonable
or otherwise as may be permitted by law. Without limiting the generality of the
foregoing, the Collateral Agent may (A) without demand or notice to the Debtors
(except as required under the First Lien Credit Documents or applicable law),
collect, receive or take possession of the Collateral or any part thereof and for
that purpose the Collateral Agent (and/or its agents, servicers or other independent
contractors) may enter upon any premises on which the Collateral is located and
remove the Collateral therefrom or render it inoperable and/or (B) sell, lease or
otherwise dispose of the Collateral, or any part thereof, in one or more parcels at
public or private sale or sales, at the Collateral Agent’s offices or elsewhere, for
cash, on credit or for future delivery, and upon such other terms as the Collateral
Agent may, in its reasonable discretion, deem commercially reasonable or otherwise
as may be permitted by law. The Collateral Agent and, subject to the terms of the
Intercreditor Agreement, each of the Benefited Parties shall have the right at any
public sale or sales, and, to the extent permitted by applicable law, at any private
sale or sales, to bid (which bid may be, in whole or in part, in the form of
cancellation of indebtedness) and become a
purchaser of the Collateral or any part thereof free of any right of redemption
on the part of the Debtors, which right of redemption is hereby expressly waived and



24









 







released by the Debtors to the extent permitted by applicable law. Upon the request
of the Collateral Agent, the applicable Debtor shall assemble the Collateral and
make it available to the Collateral Agent at any place designated by the Collateral
Agent that is reasonably convenient to such Debtor and the Collateral Agent. The
Debtors agree that the Collateral Agent shall not be obligated to give more than ten
(10) days’ prior written notice of the time and place of any public sale or of the
time after which any private sale may take place and that such notice shall
constitute reasonable notice of such matters. The Collateral Agent shall not be
obligated to make any sale of Collateral if, in the exercise of its reasonable
discretion, it shall determine not to do so, regardless of the fact that notice of
sale of Collateral may have been given. The Collateral Agent may, without notice or
publication (except as required by applicable law), adjourn any public or private
sale or cause the same to be adjourned from time to time by announcement at the time
and place fixed for sale, and such sale may, without further notice, be made at the
time and place to which the same was so adjourned. The Debtors shall be liable for
all reasonable expenses of retaking, holding, preparing for sale or the like and all
reasonable attorneys’ fees, legal expenses and other costs and expenses incurred by
the Collateral Agent in connection with the collection of the First Lien Obligations
and the enforcement of the Collateral Agent’s rights under this Agreement and the
Intercreditor Agreement. The Debtors shall, to the extent permitted by applicable
law, remain liable for any deficiency if the Proceeds of any such sale or other
disposition of the Collateral (conducted in conformity with this clause (i) and
applicable law) applied to the First Lien Obligations are insufficient to pay First
Lien Obligations in full. The Collateral Agent shall apply the proceeds from the
sale of the Collateral hereunder against the First Lien Obligations in such order
and manner as is provided in the Intercreditor Agreement.




     (ii) The Collateral Agent may cause any or all of the Collateral held by it to
be transferred into the name of the Collateral Agent or the name or names of the
Collateral Agent’s nominee or nominees.




     (iii) The Collateral Agent may exercise any and all rights and remedies of the
Debtors under or in respect of the Collateral, including, without limitation, any
and all rights of the Debtors to demand or otherwise require payment of any amount
under, or performance of any provision of any of the Collateral and any and all
voting rights and corporate powers in respect of the Collateral.




     (iv) On any sale of the Collateral, the Collateral Agent is hereby authorized
to comply with any limitation or restriction with which compliance is necessary
(based on a reasoned opinion of the Collateral Agent’s counsel) in order to avoid
any violation of applicable law or in order to obtain any required approval of the
purchaser or purchasers by any applicable Governmental Authority.




     (v) For purposes of enabling the Collateral Agent to exercise its rights and
remedies under this Section 6.1 and enabling the Collateral Agent and its



25









 







successors and assigns to enjoy the full benefits of the Collateral, each Debtor
hereby grants to the Collateral Agent an irrevocable, nonexclusive license
(exercisable without payment of royalty or other compensation to such Debtor) to
use, assign, license or sublicense any of the Computer Records or Software
(including in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and all computer programs used for the
completion or printout thereof), exercisable upon the occurrence and during the
continuance of an Event of Default (and thereafter if the Collateral Agent succeeds
to any of the Collateral pursuant to an enforcement proceeding or voluntary
arrangement such Debtor) except as may be prohibited by any licensing agreement
relating to such Computer Records or Software. This license shall also inure to the
benefit of all successors, assigns, transferees of and purchasers from the
Collateral Agent.




     (vi) The following shall be the basis for any finder of fact’s determination of
the value of any Collateral which is the subject matter of a disposition giving rise
to a calculation of any surplus or deficiency under Section 9.615 (f) of the UCC:
(a) the Collateral which is the subject matter of the disposition shall be valued
in an “as is” condition as of the date of the disposition, without any assumption or
expectation that such Collateral will be repaired or improved in any manner; (b) the
valuation shall be based upon an assumption that the transferee of such Collateral
desires a resale of the Collateral for cash promptly (but no later than 30 days)
following the disposition; (c) all reasonable closing costs customarily borne by the
seller in commercial sales transactions relating to property similar to such
Collateral shall be deducted including, without limitation, brokerage commissions,
tax prorations, attorneys’ fees, whether inside or outside counsel is used, and
marketing costs; (d) the value of the Collateral which is the subject matter of the
disposition shall be further discounted to account for any estimated holding costs
associated with maintaining such Collateral pending sale (to the extent not
accounted for in (c) above), and other maintenance, operational and ownership
expenses; and (e) any expert opinion testimony given or considered in connection
with a determination of the value of such Collateral must be given by Persons having
at least 5 years experience in appraising property similar to the Collateral and who
have conducted and prepared a complete written appraisal of such Collateral taking
into consideration the factors set forth above. The “value” of any such Collateral
shall be a factor in determining the amount of proceeds which would have been
realized in a disposition to a transferee other than a secured party, a Person
related to a secured party or a secondary obligor under Section 9-615(f).



     Section 6.2 Private Sales.



     (a) In view of the fact that applicable securities laws may impose certain restrictions on the
method by which a sale of the Pledged Shares may be effected after an Event of Default, each Debtor
agrees that upon the occurrence and during the continuance of an Event of Default,
Collateral Agent may from time to time attempt to sell all or any part of the Pledged Shares
by a private sale in the nature of a private placement, restricting the bidders and prospective



26









 




purchasers to those who will represent and agree that they are “accredited investors” within the
meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the
"Securities Act”), and are purchasing for investment only and not for distribution. In so
doing, the Collateral Agent may solicit offers for the Pledged Shares, or any part thereof, from a
limited number of investors who might be interested in purchasing the Pledged Shares. Without
limiting the methods or manner of disposition which could be determined to be commercially
reasonable, if the Collateral Agent hires a firm of regional or national reputation that is engaged
in the business of rendering investment banking and brokerage services to solicit such offers and
facilitate the sale of the Pledged Shares, then the Collateral Agent’s acceptance of the highest
offer (including its own offer, or the offer of any of the Benefited Parties at any such sale)
obtained through such efforts of such firm shall be deemed to be a commercially reasonable method
of disposition of such Pledged Shares. The Collateral Agent shall not be under any obligation to
delay a sale of any of the Pledged Shares (to the extent applicable) for the period of time
necessary to permit the issuer of such securities to register such securities under the laws of any
jurisdiction outside the United States, under the Securities Act or under any applicable state
securities laws, even if such issuer would agree to do so.




     (b) Each Debtor further agrees to do or cause to be done, to the extent that such Debtor may
do so under applicable law, all such other reasonable acts and things as may be necessary to make
such sales or resales of any portion or all of the Collateral valid and binding and in compliance
with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any
and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having
jurisdiction over any such sale or sales, all at the Debtors’ sole expense.



     Section 6.3 Establishment of Special Account; and Lock Box. Upon the occurrence and during the
continuance of any Event of Default, if so directed by the Applicable Authorized Representative,
there shall be established by the Debtors with Collateral Agent, for the benefit of the Benefited
Parties in the name of the Collateral Agent, a segregated non-interest bearing cash collateral
account (“Special Account”) bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Collateral Agent and the Benefited Parties;
provided, however, that the Special Account may be an interest-bearing account with
a commercial bank (including Comerica or any other Benefited Party which is a commercial bank) if
so directed by the Applicable Authorized Representative and determined by the Collateral Agent, in
its reasonable discretion, to be practicable, invested by Collateral Agent in its sole discretion,
but without any liability for losses or the failure to achieve any particular rate of return.
Subject to the terms hereof and to the rights of Dealers under applicable Dealer Agreements and to
the rights of the applicable creditor in respect of Permitted Securitizations, the Collateral
Agent shall possess all right, title and interest in and to all funds deposited from time to time
in such account. Furthermore, upon the occurrence and during the continuance of any Event of
Default, the Debtors agree, upon the written election of the Applicable Authorized Representative,
to establish and maintain at Debtors’ sole expense a United States Post Office lock box (the
"Lock Box”), to which the Collateral Agent shall have exclusive access and control. Each
Debtor expressly authorizes the Collateral Agent, from time to time, to remove the contents from
the Lock Box for disposition in accordance with this
Agreement. Upon the occurrence and during the continuance of an Event of Default, the
applicable Debtor shall, upon the Applicable Authorized Representative’s request, notify all
account debtors, all Dealers under Dealer Agreements encumbered hereby and all obligors under
Installment Contracts or Leases



27









 




encumbered hereby that all payments made to such Debtor (a) other
than by electronic funds transfer, shall be remitted, to the Lock Box , and each Debtor shall
include a like statement on all invoices, with the items removed from the Lock Box to be deposited
as the Applicable Authorized Representative may direct, in (i) a Debtor deposit account that is
subject to a deposit account control agreement in favor of the Collateral Agent or otherwise under
the control of the Collateral Agent or (ii) the Special Account and (b) by electronic funds
transfer, shall be remitted as the Applicable Authorized Representative may direct, to (i) a Debtor
deposit account that is subject to a deposit account control agreement in favor of the Collateral
Agent or otherwise under the control of the Collateral Agent or (ii) the Special Account, and each
Debtor shall include a like statement on all invoices. The Debtors shall execute all documents and
authorizations as reasonably required by the Collateral Agent, as directed by the Applicable
Authorized Representative, to establish and maintain the Lock Box and the Special Account. It is
acknowledged by the parties hereto that any lockbox presently maintained or subsequently
established by the Debtors with Collateral Agent may be used, subject to the terms hereof, to
satisfy the requirements set forth in the first sentence of this Section 6.3.




     Section 6.4 Legending Installment Contracts and Leases on Default. Upon the occurrence and during
the continuance of any Event of Default, the Applicable Authorized Representative may elect (the
“Election”), by directing the Collateral Agent to notify the Debtors of such election, to affix to
each Installment Contract and Lease encumbered by this Agreement or securing Dealer Loans or
otherwise related to a Dealer Agreement encumbered hereby (or, at the Debtors’ option, to the file
folders containing such Installment Contracts or Leases) the following legend: “THIS AGREEMENT HAS
BEEN PLEDGED TO COMERICA BANK, AS COLLATERAL AGENT FOR THE BENEFIT OF CERTAIN BENEFITED PARTIES”;
provided that, in the event that the Credit Agreement is no longer extant or Comerica shall cease
to be the Collateral Agent, a substantially similar legend shall be used. The Election, once made
by the Applicable Authorized Representative, as aforesaid, shall remain in effect, and the Debtors
shall remain obligated to comply with such Election, notwithstanding any subsequent waiver or cure
of the applicable Event of Default giving rise to such election, unless the Election is withdrawn
by the Applicable Authorized Representative.



ARTICLE VII

Miscellaneous




     Section 7.1 No Waiver; Cumulative Remedies. No failure on the part of the Collateral Agent to
exercise and no delay in exercising, and no course of dealing with respect to, any right, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of
any other right, power, or privilege. The rights and remedies provided for in this Agreement
are cumulative and not exclusive of any rights and remedies provided by law.



     Section 7.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the Debtors and the Collateral Agent and their respective heirs, successors and assigns, except
that no Debtor may assign any of its rights or obligations under this Agreement without the prior
written consent of the Collateral Agent.



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     Section 7.3 AMENDMENT; ENTIRE AGREEMENT. THIS AGREEMENT, (ALONG WITH THE INTERCREDITOR AGREEMENT,
AND THE FIRST LIEN CREDIT DOCUMENTS REFERRED TO HEREIN) EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG
THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.
The provisions of this Agreement may be amended or waived only by an instrument in writing signed
by the parties hereto.



     Section 7.4 Notices. All notices, requests, consents, approvals, waivers and other communications
hereunder shall be in writing (including, by facsimile transmission) and mailed, faxed or delivered
to the address or facsimile number specified for notices on signature pages hereto; or, as directed
to the Debtors or the Collateral Agent, to such other address or number as shall be designated by
such party in a written notice to the other. All such notices, requests and communications shall,
when sent by overnight delivery, or faxed, be effective when delivered for overnight (next business
day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed,
upon the third “Business Day” (as defined in the Credit Agreement) after the date deposited
into the U.S. mail, or if otherwise delivered, upon delivery; except that notices to the Collateral
Agent shall not be effective until actually received by the Collateral Agent.



     Section 7.5 GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS. (a) THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF MICHIGAN.



     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER FIRST LIEN
SECURITY DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF MICHIGAN OR OF THE UNITED STATES OF
AMERICA FOR THE EASTERN DISTRICT OF MICHIGAN, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
OF THE DEBTORS AND THE COLLATERAL AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE DEBTORS AND THE
COLLATERAL AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY FIRST
LIEN SECURITY DOCUMENT.



     Section 7.6 Headings. The headings, captions, and arrangements used in this Agreement are for
convenience only and shall not affect the interpretation of this Agreement.



29









 





     Section 7.7 Survival of Representations and Warranties. All representations and warranties made
in this Agreement or in any certificate delivered pursuant hereto shall survive the execution and
delivery of this Agreement, and no investigation by the Collateral Agent shall affect the
representations and warranties or the right of the Collateral Agent or any of the Benefited Parties
to rely upon them.



     Section 7.8 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     Section 7.9 Waiver of Bond. In the event the Collateral Agent seeks to take possession of any or
all of the Collateral by judicial process, each Debtor hereby irrevocably waives any bonds and any
surety or security relating thereto that may be required by applicable law as an incident to such
possession, and waives any demand for possession prior to the commencement of any such suit or
action.



     Section 7.10 Severability. Any provision of this Agreement which is determined by a court of
competent jurisdiction to be prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



     Section 7.11 Construction. Each Debtor and the Collateral Agent acknowledge that each of them has
had the benefit of legal counsel of its own choice and has been afforded an opportunity to review
this Agreement with its legal counsel and that this Agreement shall be construed as if jointly
drafted by the Debtors and the Collateral Agent.



     Section 7.12 Termination. If all of the First Lien Obligations (other than contingent liabilities
pursuant to any indemnity, including without limitation Sections 5.6 and 5.7 hereof, for
claims which have not been asserted, or which have not yet accrued) shall have been paid and
performed in full and all commitments to extend credit or other credit accommodations under the
First Lien Credit Documents have been terminated, the Collateral Agent shall, upon the written
request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments
acknowledging the release and termination of the security interests created by this Agreement, and
shall duly assign and deliver to the Debtors (without recourse and without any representation or
warranty) such of the Collateral as may be in the possession of the Collateral Agent and has not
previously been sold or otherwise applied pursuant to this Agreement.



     Section 7.13 Release of Collateral. The Collateral Agent shall, upon the written request of the
applicable Debtor, execute and deliver to such Debtor a proper instrument or instruments
acknowledging or confirming the release of the security interest and liens established hereby (or
confirming the authority of the Debtor to execute such releases) (a) on any Collateral (i) which is
permitted to be sold or disposed of by a Debtor or any other grantor in connection with a Permitted
Securitization or (ii) the sale or other disposition of which is not otherwise prohibited under the
terms of any of the other First Lien Credit Documents (or in the event any of the First Lien Credit
Documents prohibits such sale or disposition, the Requisite Benefited



30









 




Parties under such First Lien
Credit Documents shall have consented to such sale or disposition in accordance with the terms
thereof) or (b) if such release is provided for, or permitted or required under, or has been
approved by the requisite parties in accordance with the applicable terms and conditions of, the
First Lien Credit Documents of each Class or the Intercreditor Agreement.




     Section 7.14 WAIVER OF JURY TRIAL. EACH OF THE DEBTORS AND THE COLLATERAL AGENT WAIVES ITS RIGHTS
TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER FIRST LIEN SECURITY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY EITHER SUCH PARTY
AGAINST THE OTHER, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE DEBTOR
AND THE COLLATERAL AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH SUCH PARTY FURTHER AGREES THAT ITS
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER FIRST LIEN SECURITY DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT.



     Section 7.15 Consistent Application. The rights and duties created by this Agreement shall, in all
cases, be interpreted consistently with, and shall be in addition to (and not in lieu of), the
rights and duties created by the First Lien Credit Documents. In the event that any provision of
this Agreement shall be inconsistent with any provision of any of the other First Lien Credit
Documents, such provision of this Agreement shall govern.



     Section 7.16 Amendment and Restatement; Reaffirmation. This Agreement shall be deemed to amend,
restate, renew and replace, in its entirety the prior amended and restated security agreement
executed and delivered by the parties as of February 7, 2006, which amended and restated the
earlier security agreements referred to therein (all such prior security agreements referred to
herein as the “Prior Security Agreements”). The Debtors further reaffirm their respective
obligations under the Intercreditor Agreement to the extent and on the terms set forth therein.



* * * *






31









 








     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first written above.



	 	 	 	 	 	 	 
	 	 	DEBTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT ACCEPTANCE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Douglas W. Busk
 

Douglas W. Busk
	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 	 	Address for Notices:	 	 
	 	 	Credit Acceptance Corporation	 	 
	 	 	25505 W. 12 Mile Road, Suite 3000	 	 
	 	 	Southfield, Michigan 48034	 	 
	 	 	Fax No.: 248-827-8542	 	 
	 	 	Telephone No.: 248-353-2700	 	 
	 	 	Attention: Doug Busk	 	 






32









 






	 	 	 	 	 	 	 
	 	 	BUYERS VEHICLE PROTECTION PLAN, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	VEHICLE REMARKETING SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Douglas W. Busk	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Douglas W. Busk	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 	 	Address for Notices:	 	 
	 	 	c/o Credit Acceptance Corporation	 	 
	 	 	25505 W. 12 Mile Road, Suite 3000	 	 
	 	 	Southfield, Michigan 48034	 	 
	 	 	Fax No.: 248-827-8542	 	 
	 	 	Telephone No.: 248-353-2700	 	 
	 	 	Attention: Doug Busk	 	 
	 
	 	 	 	 	 	 
	 	 	COLLATERAL AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael P. Stapleton	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael P. Stapleton	 	 
	 

	 	Title:
	 	Vice President	 	 
	 	 	Address for Notices:	 	 
	 	 	Comerica Bank	 	 
	 	 	One Detroit Center, 6th Floor	 	 
	 	 	500 Woodward Avenue	 	 
	 	 	Detroit, Michigan 48226	 	 
	 	 	Fax No.: (313) 222-5636	 	 
	 	 	Telephone No.: (313) 222-2863	 	 
	 	 	Attention: Michael P. Stapleton	 	 









33









 








SCHEDULE A

Principal Place of Business, Locations of Equipment and Inventory

(including leased locations) in the Possession of Debtors




Credit Acceptance Corporation

25505 West Twelve Mile Road

Southfield, Michigan 48034




20700 Civic Center Drive

Suite 300

Southfield, MI 48034



Civic Center Drive, Southfield, Michigan Landlord Contact Info:



Farbman Group

28400 Northwestern Highway, Suite 400

Southfield, MI 48034

Attention: Andy Gutman, Chief Financial Officer




2460 Paseo Verde Parkway,

Suite 110

Henderson, NV 89074



Henderson, Nevada Landlord Contact Info:

American Nevada Company, LLC

901 N. Green Valley Parkway, Suite 200

Henderson, NV 89074-7105

Attn: Charles W. Van Geel, Vice President, Commercial Leasing Operations




Buyers Vehicle Protection Plan, Inc.

25505 West Twelve Mile Road

Southfield, Michigan 48034




Vehicle Remarketing Services, Inc.

25505 West Twelve Mile Road

Southfield, Michigan 48304









 









 








SCHEDULE B

TO

SECURITY AGREEMENT




Jurisdictions for Filing

UCC-1 Financing Statements



Credit Acceptance Corporation

Michigan




Buyers Vehicle Protection Plan, Inc.

Michigan




Vehicle Remarketing Services, Inc.

Michigan









 









 








SCHEDULE C

TO

SECURITY AGREEMENT




Primary Computer Systems and Software



     The loan origination systems (CAPS and the Company’s Application and Contract System) are
custom-written software applications that run on Sun (Solaris operating system) along with database
software from Oracle. The system is maintained by in-house personnel.



     The loan servicing system (LSS) is a custom-written software application that runs on HP
(HP/UX operating system) along with database software from Oracle. The system is maintained by
in-house personnel.



     The collection system (CTV) is a licensed software package from Ontario Systems that runs on
HP (HP/UX operating system). The system is maintained by in-house personnel and Ontario Systems.



     All systems are protected from failure by redundancy in the hardware and networks, backup
generators for power, and at a secondary site for disaster recovery at Sunguard.




 











 





SCHEDULE D

TO

SECURITY AGREEMENT




Pledged Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Pledged Shares as %	 	 
	 	 	 	 	 	 	 	 	 	 	No. of	 	of Total Shares	 	Total Shares
	 	 	 	 	 	 	Certificate	 	Pledged	 	Issued and	 	Issued and
	Issuer	 	Owner	 	No.	 	Shares	 	Outstanding	 	Outstanding
	Buyers Vehicle
Protection Plan,
Inc.
	 	Company	 	 	1	 	 	 	1,000	 	 	 	100	%	 	 	1,000	 
	Vehicle Remarketing
Services, Inc.
	 	Company	 	 	1	 	 	 	10	 	 	 	100	%	 	 	10	 
	VSC Re Company
	 	Company	 	 	1	 	 	 	10,000	 	 	 	100	%	 	 	10,000	 










 









 








SCHEDULE E

TO

SECURITY AGREEMENT




Trade and Other Names


Credit Acceptance Corporation




	 	 	 
	STATES
	 	 
	AL — Alabama

	 	None
	AK — Alaska

	 	None
	AZ — Arizona

	 	None
	AR — Arkansas

	 	AutoNet Finance.com, CAC Auto Leasing
	CA — California

	 	Los Angelos County ONLY — AutoNet Finance.com, CAC Auto Leasing
	CO — Colorado

	 	AutoNet Finance.com, CAC Auto Leasing
	CT — Connecticut

	 	None
	DE — Delaware

	 	None
	DC — Dist. Of Col.

	 	None
	FL — Florida

	 	None
	GA — Georgia

	 	None
	HI — Hawaii

	 	AutoNet Finance.com
	ID — Idaho

	 	AutoNet Finance.com, CAC Auto Leasing
	IL — Illinois

	 	None
	IN — Indiana

	 	AutoNet Finance.com, CAC Auto Leasing
	IA — Iowa

	 	AutoNet Finance.com, CAC Auto Leasing
	KS — Kansas

	 	None
	KY — Kentucky

	 	AutoNet Finance.com
	LA — Louisiana

	 	None
	ME — Maine

	 	AutoNet Finance.com, CAC Auto Leasing
	MD — Maryland

	 	None
	MA — Mass.

	 	None
	MI — Michigan

	 	None
	MN — Minnesota

	 	AutoNet Finance.com, CAC Auto Leasing
	MS — Mississippi

	 	None
	MO — Missouri

	 	None
	MT — Montana

	 	None
	NE — Nebraska

	 	None
	NV — Nevada

	 	None
	NH — New Hamp.

	 	None
	NJ — New Jersey

	 	None
	NM — New Mexico

	 	None
	NY — New York

	 	None
	NC — North Car.

	 	Autonet Finance Company.com, Inc., CAC Leasing, Inc.
	ND — North Dak.

	 	None
	OH — Ohio

	 	None
	OK — Oklahoma

	 	AutoNet Finance.com, CAC Auto Leasing
	OR — Oregon

	 	None
	PA — Penn.

	 	AutoNet Finance.com, CAC Auto Leasing, Credit Acceptance Financial Services, Inc.
	RI — Rhode Island

	 	None
	SC — South Car.

	 	Richand County ONLY — AutoNet Finance.com
	SD — South Dak.

	 	None






 









 






	 	 	 
	TN
— Tennessee

	 	None
	TX — Texas

	 	AutoNet Finance.com, CAC Auto Leasing
	UT — Utah

	 	None
	VT — Vermont

	 	None
	VA — Virginia

	 	City of Virginia Beach ONLY -AutoNet Finance.com, CAC Auto Leasing
	WA — Washington

	 	AutoNet Finance.com, CAC Auto Leasing
	WV — West Vir.

	 	None
	WI — Wisconsin

	 	None
	WY — Wyoming

	 	None





Buyers Vehicle Protection Plan, Inc.



None



Vehicle Remarketing Services, Inc.



Oklahoma — Vehicle Remarketing Services of Michigan, Inc.








6









 








SCHEDULE F

TO

SECURITY AGREEMENT




Copyright Schedule



Credit Acceptance Corporation



	 	 	 
	COPYRIGHT	 	REG. NO.
	CAC program review: 18 minutes that can change the profitability
of your dealership : ser. 100

	 	TX3449287
	CAC program review: 18 minutes that can change the profitability
of your dealership : ser. 200

	 	TX3449289
	CAC Sales and management video seminar

	 	TX3377499
	CAC sales and management video seminar

	 	TX3395660
	CAC Sales and management video seminar : owner’s manual

	 	TX3395659
	Century Club stock option plan for dealers

	 	TX3724334
	Century Club stock option plan for dealers

	 	TX3770159
	Credit Acceptance Corporation dealership procedures

	 	TX3467195
	Credit Acceptance Corporation dealership procedures

	 	TX3572818
	Credit Acceptance Corporation management conference

	 	TX3305783
	Credit Acceptance Corporation management conference

	 	TX3439695
	Credit Acceptance Corporation management conference manual. By
Credit Acceptance Corporation

	 	TX4348146
	Credit Acceptance Corporation servicing agreement instructions

	 	TX3436544
	Credit Acceptance Corporation: servicing agreement instructions

	 	TX3577877
	Credit acceptance corporation’s 100% plus plan

	 	TX4160147
	Credit Acceptance corporation’s value advance program (VAP)

	 	TX4160146
	Don Foss/Credit Acceptance Corporation sales training tapes

	 	PA565492
	Don Foss Credit Acceptance Corporation seminar

	 	TX3349797
	Don Foss Credit Acceptance Corporation seminar

	 	TX3349798
	Don Foss Credit Acceptance Corporation seminar; sales training
manual. By Credit Acceptance Corporation

	 	TX4379522
	Get started video–easy steps to successful CAC selling

	 	TX3449288
	Get started video–easy steps to successful CAC selling : ser. 200

	 	TX3449286
	Giving car dealers new avenues for profits : brochure series 100

	 	TX3432531
	Giving car dealers new avenues for profits, brochure series 100.
By Credit Acceptance Corporation

	 	TX4348147
	Giving car dealers new avenues for profits : brochure series 200
and contents

	 	TX3431952
	Giving car dealers new avenues for profits; brochure series 200
and contents. By Credit Acceptance Corporation

	 	TX4182062
	No-risk financing for high-risk buyers

	 	TX3432894
	No-risk financing for high-risk buyers brochure. By Credit
Acceptance Corporation

	 	TX4379523
	The advantages and disadvantages of “buy here, pay here”/by
Richard Vanderport

	 	TX3432530
	The CAC sales and management video training seminar

	 	TX3360449






 









 






Trademark Schedule

Credit Acceptance Corporation




	 	 	 	 	 
	MARK	 	SERIAL/REGIS. NO.
	ASK OTTO

	 	 	2,699,904	 
	CREDIT ACCEPTANCE WE CHANGE LIVES!

	 	 	2,644,387	 
	MISCELLANEOUS DESIGN (checkmark in a box)

	 	 	2,657,196	 
	WE CHANGE LIVES

	 	 	2,660,738	 
	OTTO (and design)

	 	 	2,887,186	 
	CAPS

	 	 	3,647,518	 
	CAPS CREDIT APPROVAL PROCESSING SYSTEM

	 	 	3,045,350	 
	ASK ABOUT OUR GUARANTEED CREDIT APPROVAL
(and design)

	 	 	3,564,263	 
	CREDIT ACCEPTANCE WE CHANGE LIVES! (and design)

	 	 	2,644,387	 
	WE CHANGE LIVES! (and design) (European Trademark)

	 	 	002455137	 






Patent Schedule




Credit Acceptance Corporation



	 	 	 	 	 
	PATENT	 	APPLICATION/PATENT NO.
	System and Method for Providing Financing (Patent)

	 	 	6,950,807 B2	 
	Vehicle Leasing and Consumer Credit Rehabilitation
System and Method (AutoNet Patent)

	 	 	20010034700	 











2









 





EXHIBIT A

TO

SECURITY AGREEMENT




FORM OF AMENDMENT



     This Amendment, dated   
                  , 20
    , is delivered pursuant to Section 4.15 of the Security
Agreement referred to below. The undersigned hereby agrees that this Amendment may be attached to
the Fourth Amended and Restated Security Agreement dated as of February           , 2010, among the
undersigned and Comerica Bank, as the Collateral Agent for the benefit of the Benefited Parties
referred to therein (the “Security Agreement”), and that the shares of stock, membership
interests, partnership units, notes or other instruments listed on Schedule 1 hereto shall
be and become part of the Collateral referred to in the Security Agreement and shall secure payment
and performance of all First Lien Obligations as provided in the Security Agreement.



     Capitalized terms used herein but not defined herein shall have the meanings therefor provided
in the Security Agreement.



	 	 	 	 	 
	 	CREDIT ACCEPTANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BUYERS VEHICLE PROTECTION PLAN, INC.

VEHICLE REMARKETING SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 







 









 








EXHIBIT B

TO

SECURITY AGREEMENT

JOINDER AGREEMENT





     THIS JOINDER AGREEMENT is dated as of           ,                           by the undersigned (“New Debtor”).



     WHEREAS, pursuant to Section 4.17 of that certain Fourth Amended and Restated Security
Agreement dated as of February           , 2010 as amended or otherwise modified from time to time, the
“Security Agreement”) executed and delivered by the Debtors signatory thereto, in favor of Comerica
Bank, as Collateral Agent for the benefit of the Benefited Parties referred to therein, the New
Debtor must execute and deliver a Joinder Agreement so as to become obligated under the Security
Agreement.



     NOW THEREFORE, as a further inducement to the Benefited Parties to continue to provide the
Company and the other Debtors with the benefits (the “Benefits”) from the transactions evidenced by
the First Lien Credit Documents, the New Debtor hereby covenants and agrees as follows:




	 	1.	 	All capitalized terms used herein shall have the meanings assigned to them in
the Security Agreement unless expressly defined to the contrary.
	 
	 	2.	 	The New Debtor hereby enters into this Joinder Agreement in order to comply
with Section 4.17 of the Security Agreement and does so in consideration of the
continued receipt of the Benefits.
	 
	 	3.	 	The New Debtor shall be considered, and deemed to be, for all purposes of the
Security Agreement, a Debtor under the Security Agreement as fully as though the New
Debtor had executed and delivered the Security Agreement at the time originally
executed and delivered by the existing debtors, and hereby ratifies and confirms its
obligations under the Security Agreement, all in accordance with the terms thereof.
	 
	 	4.	 	No Default or Event of Default (each such term being defined in the
Intercreditor Agreement) has occurred and is continuing.
	 
	 	5.	 	This Joinder Agreement shall be governed by the laws of the State of Michigan
and shall be binding upon the New Debtor and its successors and assigns.





 









 





     IN WITNESS WHEREOF, the undersigned New Debtor has executed and delivered this Joinder
Agreement as of the day and year first above written.



	 	 	 	 	 
	 	[NEW DEBTOR]

 	 
	 	By:  	 	 
	 	 	Its: 	 
	 	 	 	 
	 
	 	Address for notices:



 


 


 




Filing Locations:



 


 


 




Tradenames:



 


 


 


 	 
	 	 	 
	 	 	 
	 	 	 
	 








2









 








EXHIBIT C

FORM OF AMENDMENT





     This Amendment, dated                          , 20     , is delivered pursuant to Section 4.18(d) of the Security
Agreement referred to below. The undersigned hereby agrees that this Amendment may be attached to
the Fourth Amended and Restated Security Agreement dated as of February           , 2010, among the
undersigned and Comerica Bank, as the Collateral Agent, as the same may be amended, restated or
otherwise modified from time to time (the “Security Agreement”), and that the intellectual property
listed on Schedule F hereto shall be and become part of the Collateral referred to in the
Security Agreement and shall secure payment and performance of all First Lien Obligations as
provided in the Security Agreement.



     Capitalized terms used herein but not defined herein shall have the meanings therefor provided
in the Security Agreement.



	 	 	 	 	 
	 	[Debtors]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Comerica Bank, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT D




FORM OF COPY RIGHT SECURITY AGREEMENT



     THIS COPYRIGHT SECURITY AGREEMENT (this “Agreement”), dated as of February 1, 2010,
between Credit Acceptance Corporation (the “Debtor”) and Comerica Bank
(“Comerica”), as collateral agent for the benefit of the Credit Agreement Secured Parties,
the Senior Notes Secured Parties and the Additional Secured Parties (each as defined in the
Intercreditor Agreement referenced below) (in such capacity, together with its successors in such
capacity under the Intercreditor Agreement referred to below, the “Collateral Agent”).



WITNESSETH




     A. WHEREAS, Comerica in its capacities as Collateral Agent and Authorized Representative for
the Credit Agreement Secured Parties, has entered into that Certain Amended and Restated
Intercreditor Agreement dated as of the date hereof (as amended, restated or otherwise modified
from time to time, the “Intercreditor Agreement”) with the Debtor, the Guarantors named
therein and U.S. Bank National Association as the Senior Notes Authorized Representative (as
referred to therein).



     B. WHEREAS, pursuant to the Credit Agreement Documents and the Senior Notes First Lien
Documents (each as defined in the Intercreditor Agreement), the Debtor, together with the other
Debtors named therein, have executed and delivered that certain Fourth Amended and Restated
Security Agreement dated as of the date hereof (as amended or otherwise modified from time to time,
the “Security Agreement”); and



     C. WHEREAS, the Debtor is required to execute and deliver this Agreement and to further
confirm the grant to the Collateral Agent for the benefit of the Benefited Parties (as defined in
the Intercreditor Agreement) of a continuing security interest in all of the Copyright Collateral
(as defined below) to secure the First Lien Obligations (as defined in the Intercreditor
Agreement).



     NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged, Debtor agrees, for the benefit of the Collateral Agent, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings
provided in the Security Agreement.



     SECTION 2. Grant of Security Interest. For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, to secure the prompt and complete payment
and performance when due of all of the First Lien Obligations, the Debtor hereby mortgages, pledges
and hypothecates to the Collateral Agent, and grants to the Collateral Agent a security interest
in, all of the following property of the Debtor (the “Copyright Collateral”), whether now
owned or hereafter acquired or existing:



 









 





          (a) all license agreements with any other Person in connection with any of the copyrights or
such other Person’s copyrights, whether a Debtor is a licensor or a licensee under any such license
agreement, including, without limitation, the exclusive license agreements listed on Schedule 1.1
hereto and made a part hereof, subject, in each case, to the terms of such license agreements and
the right to prepare for sale, sell and advertise for sale, all inventory now or hereafter covered
by such licenses;




          (b) all copyrights and mask works, whether or not registered, and all applications for
registration of all copyrights and mask works, including, but not limited to all copyrights and
mask works, and all applications for registration of all copyrights and mask works identified on
Schedule 1.1 attached hereto and made a part hereof, and including without limitation (a) the right
to sue or otherwise recover for any and all past, present and future infringements and
misappropriations thereof; (b) all income, royalties, damages and other payments now and hereafter
due and/or payable with respect thereto (including, without limitation, payments under all
copyright licenses entered into in connection therewith, and damages and payments for past or
future infringements thereof); and (c) all rights corresponding thereto and all modifications,
adaptations, translations, enhancements and derivative works, renewals thereof, and all other
rights of any kind whatsoever of a Debtor accruing thereunder or pertaining thereto;




          (c) all renewals, certifications, or extensions of any of the items described in clauses
(a) and (b); and




          (d) all proceeds of, and rights associated with, the foregoing, including any right to sue or
claim by the Debtor against third parties for past, present, or future infringement or dilution of
any copyright, copyright registration, or copyright license, including any copyright, copyright
registration or exclusive copyright license referred to in Schedule 1.1 attached hereto, or
for any injury to the goodwill associated with the use of any copyright or for breach or
enforcement of any copyright license.




     SECTION 3. Security Agreement. This Agreement has been executed and delivered by the
Debtor for the purpose of registering the security interest of the Collateral Agent in the
Copyright Collateral with the United States Copyright Office. The security interest granted hereby
has been granted as a supplement to, and not in limitation of, the security interest granted to the
Collateral Agent under the Security Agreement as security for the discharge and performance of the
First Lien Obligations. The Security Agreement (and all rights and remedies of the Collateral
Agent thereunder) shall remain in full force and effect in accordance with its terms.



     SECTION 4. Release of Security Interest. The Collateral Agent shall release the
Copyright Collateral in accordance with the terms of the Security Agreement.



     SECTION 5. Acknowledgment. The Debtor hereby further acknowledges and affirms that
the rights and remedies of the Collateral Agent with respect to the security interest in the
Copyright Collateral granted hereby are more fully set forth in the Security Agreement, the terms
and provisions of which (including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.



2









 





     SECTION 6. Counterparts. This Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.



3









 





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



	 	 	 	 	 
	 	CREDIT ACCEPTANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	 	Douglas W. Busk 	 
	 	 	Its: 	Treasurer 
	 




 









 





	 	 	 	 	 
	 	COMERICA BANK, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	 	Michael P. Stapleton 	 
	 	 	Its: 	Vice President 	 
	 








 









 








SCHEDULE 1.1




COPYRIGHT COLLATERAL



	 	 	 
	COPYRIGHT	 	REG. NO.
	CAC program review: 18 minutes that can change the profitability
of your dealership : ser. 100

	 	TX3449287
	CAC program review: 18 minutes that can change the profitability
of your dealership : ser. 200

	 	TX3449289
	CAC Sales and management video seminar

	 	TX3377499
	CAC sales and management video seminar

	 	TX3395660
	CAC Sales and management video seminar : owner’s manual

	 	TX3395659
	Century Club stock option plan for dealers

	 	TX3724334
	Century Club stock option plan for dealers

	 	TX3770159
	Credit Acceptance Corporation dealership procedures

	 	TX3467195
	Credit Acceptance Corporation dealership procedures

	 	TX3572818
	Credit Acceptance Corporation management conference

	 	TX3305783
	Credit Acceptance Corporation management conference

	 	TX3439695
	Credit Acceptance Corporation management conference manual. By
Credit Acceptance Corporation

	 	TX4348146
	Credit Acceptance Corporation servicing agreement instructions

	 	TX3436544
	Credit Acceptance Corporation: servicing agreement instructions

	 	TX3577877
	Credit acceptance corporation’s 100% plus plan

	 	TX4160147
	Credit Acceptance corporation’s value advance program (VAP)

	 	TX4160146
	Don Foss/Credit Acceptance Corporation sales training tapes

	 	PA565492
	Don Foss Credit Acceptance Corporation seminar

	 	TX3349797
	Don Foss Credit Acceptance Corporation seminar

	 	TX3349798
	Don Foss Credit Acceptance Corporation seminar; sales training
manual. By Credit Acceptance Corporation

	 	TX4379522
	Get started video—easy steps to successful CAC selling

	 	TX3449288
	Get started video—easy steps to successful CAC selling : ser. 200

	 	TX3449286
	Giving car dealers new avenues for profits : brochure series 100

	 	TX3432531
	Giving car dealers new avenues for profits, brochure series 100.
By Credit Acceptance Corporation

	 	TX4348147
	Giving car dealers new avenues for profits : brochure series 200
and contents

	 	TX3431952
	Giving car dealers new avenues for profits; brochure series 200
and contents. By Credit Acceptance Corporation

	 	TX4182062
	No-risk financing for high-risk buyers

	 	TX3432894
	No-risk financing for high-risk buyers brochure. By Credit
Acceptance Corporation

	 	TX4379523
	The advantages and disadvantages of “buy here, pay here”/by
Richard Vanderport

	 	TX3432530
	The CAC sales and management video training seminar

	 	TX3360449







 











 





EXHIBIT E




FORM OF PATENT SECURITY AGREEMENT



     THIS PATENT SECURITY AGREEMENT (this “Agreement”), dated as of February 1, 2010,
between Credit Acceptance Corporation (the “Debtor”) and Comerica Bank
(“Comerica”), as collateral agent for the benefit of the Credit Agreement Secured Parties,
the Senior Notes Secured Parties and the Additional Secured Parties (each as defined in the
Intercreditor Agreement referenced below) (in such capacity, together with its successors in such
capacity under the Intercreditor Agreement referred to below, the “Collateral Agent”).



WITNESSETH




     A. WHEREAS, Comerica in its capacities as Collateral Agent and Authorized Representative for
the Credit Agreement Secured Parties, has entered into that Certain Amended and Restated
Intercreditor Agreement dated as of the date hereof (as amended, restated or otherwise modified
from time to time, the “Intercreditor Agreement”) with the Debtor, the Guarantors named
therein and U.S. Bank National Association as the Senior Notes Authorized Representative (as
referred to therein).



     B. WHEREAS, pursuant to the Credit Agreement Documents and the Senior Notes First Lien
Documents (each as defined in the Intercreditor Agreement), the Debtor, together with the other
Debtors named therein, have executed and delivered that certain Fourth Amended and Restated
Security Agreement dated as of the date hereof (as amended or otherwise modified from time to time,
the “Security Agreement”); and



     C. WHEREAS, the Debtor is required to execute and deliver this Agreement and to further
confirm the grant to the Collateral Agent for the benefit of the Benefited Parties (as defined in
the Intercreditor Agreement) of a continuing security interest in all of the Patent Collateral (as
defined below) to secure the First Lien Obligations (as defined in the Intercreditor Agreement).



     NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged, Debtor agrees, for the benefit of the Collateral Agent, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings
provided in the Security Agreement.



     SECTION 2. Grant of Security Interest. For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, to secure the prompt and complete payment
and performance when due of all of the First Lien Obligations, the Debtor hereby mortgages, pledges
and hypothecates to the Collateral Agent, and grants to the Collateral Agent a security interest
in, all of the following property of the Debtor (the “Patent Collateral”), whether now
owned or hereafter acquired or existing:



          (a) all license agreements with any other Person in connection with any of the patents or such
other Person’s patents, whether the Debtor is a licensor or a licensee under any





 









 







such license agreement, subject, in each case, to the terms of such license agreements and the
right to prepare for sale, sell and advertise for sale, all inventory now or hereafter covered by
such licenses.




          (b) all letters patent, patent applications and patentable inventions, including, without
limitation, all patents and patent applications identified on Schedule 1.1 attached hereto and made
a part hereof, and including without limitation, (a) all inventions and improvements described and
claimed therein, and patentable inventions, (b) the right to sue or otherwise recover for any and
all past, present and future infringements and misappropriations thereof, (c) all income,
royalties, damages and other payments now and hereafter due and/or payable with respect thereto
(including, without limitation, payments under all patent Licenses entered into in connection
therewith, and damages and payments for past or future infringements thereof), and (d) all rights
corresponding thereto and all other rights of any kind whatsoever of a Debtor accruing thereunder
or pertaining thereto.




          (c) all reissues, divisions, continuations, continuations in part, extensions, renewals,
improvements and re-examinations of any of the items described in clauses (a) and
(b); and




          (d) all proceeds of, and rights associated with, the foregoing, including any right to sue or
claim by the Debtors against third parties for past, present, or future infringement of any patent,
patent applications, or patent Licenses, including any patents and patent applications or patent
License and all rights corresponding thereto throughout the world referred to in Schedule
1.1 attached hereto and any patent License, or for breach or enforcement of any patent License.




     SECTION 3. Security Agreement. This Agreement has been executed and delivered by the
Debtor for the purpose of registering the security interest of the Collateral Agent in the Patent
Collateral with the United States Patent and Trademark Office. The security interest granted
hereby has been granted as a supplement to, and not in limitation of, the security interest granted
to the Collateral Agent under the Security Agreement as security for the discharge and performance
of the First Lien Obligations. The Security Agreement (and all rights and remedies of the
Collateral Agent thereunder) shall remain in full force and effect in accordance with its terms.



     SECTION 4. Release of Security Interest. The Collateral Agent shall release the
Patent Collateral in accordance with the terms of the Security Agreement.



     SECTION 5. Acknowledgment. The Debtor hereby further acknowledges and affirms that
the rights and remedies of the Collateral Agent with respect to the security interest in the Patent
Collateral granted hereby are more fully set forth in the Security Agreement, the terms and
provisions of which (including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.



     SECTION 6. Counterparts. This Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.



2









 





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



	 	 	 	 	 
	 	CREDIT ACCEPTANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Douglas W. Busk 	 
	 	 	Its:               Treasurer 	 













 






	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Michael P. Stapleton 	 
	 	 	Its:      Vice President 	 













 






	 	 	 	 	 



SCHEDULE 1.1




PATENT COLLATERAL



	 	 	 	 	 
	PATENT	 	APPLICATION/PATENT NO.
	System and Method for Providing Financing (Patent)
	 	 	6,950,807 B2	 
	Vehicle Leasing and Consumer Credit Rehabilitation
System and Method (AutoNet Patent)
	 	 	20010034700	 



















 





EXHIBIT F




FORM OF TRADEMARK SECURITY AGREEMENT



     THIS TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of February 1, 2010,
between Credit Acceptance Corporation (the “Debtor”) and Comerica Bank
(“Comerica”), as collateral agent for the benefit of the Credit Agreement Secured Parties,
the Senior Notes Secured Parties and the Additional Secured Parties (each as defined in the
Intercreditor Agreement referenced below) (in such capacity, together with its successors in such
capacity under the Intercreditor Agreement referred to below, the “Collateral Agent”).



WITNESSETH




     A. WHEREAS, Comerica in its capacities as Collateral Agent and Authorized Representative for
the Credit Agreement Secured Parties, has entered into that Certain Amended and Restated
Intercreditor Agreement dated as of the date hereof (as amended, restated or otherwise modified
from time to time, the “Intercreditor Agreement”) with the Debtor, the Guarantors named
therein and U.S. Bank National Association as the Senior Notes Authorized Representative (as
referred to therein).



     B. WHEREAS, pursuant to the Credit Agreement Documents and the Senior Notes First Lien
Documents (each as defined in the Intercreditor Agreement), the Debtor, together with the other
Debtors named therein, have executed and delivered that certain Fourth Amended and Restated
Security Agreement dated as of the date hereof (as amended or otherwise modified from time to time,
the “Security Agreement”); and



     C. WHEREAS, the Debtor is required to execute and deliver this Agreement and to further
confirm the grant to the Collateral Agent for the benefit of the Benefited Parties (as defined in
the Intercreditor Agreement) of a continuing security interest in all of the Trademark Collateral
(as defined below) to secure the First Lien Obligations (as defined in the Intercreditor
Agreement).



     NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged, Debtor agrees, for the benefit of the Collateral Agent, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings
provided in the Security Agreement.



     SECTION 2. Grant of Security Interest. For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, to secure the prompt and complete payment
and performance when due of all of the First Lien Obligations, the Debtor hereby mortgages, pledges
and hypothecates to the Collateral Agent, and grants to the Collateral Agent a security interest
in, all of the following property of the Debtor (the “Trademark Collateral”), whether now
owned or hereafter acquired or existing:



          (a) all license agreements with any other Person in connection with any of the trademarks or
such other Person’s names or trademarks, whether the Debtor is a licensor or a





 









 







licensee under any such license agreement, subject, in each case, to the terms of such license
agreements, and the right to prepare for sale, and to sell and advertise for sale, all inventory
now or hereafter covered by such licenses;




          (b) all trademarks, service marks, trade names, trade dress or other indicia of trade origin,
trademark and service mark registrations, and applications for trademark or service mark
registrations (except for “intent to use” applications for trademark or service mark registrations
filed pursuant to Section 1(b) of the Lanham Act, unless and until an Amendment to Allege Use or a
Statement of Use under Sections 1(c) and 1(d) of said Act has been filed), and any renewals
thereof, including, without limitation, each registration and application identified on Schedule
1.1 attached hereto and made a part hereof, and including without limitation (a) the right to sue
or otherwise recover for any and all past, present and future infringements and misappropriations
thereof, (b) all income, royalties, damages and other payments now and hereafter due and/or payable
with respect thereto (including, without limitation, payments under all trademark Licenses entered
into in connection therewith, and damages and payments for past or future infringements thereof)
and (c) all rights corresponding thereto and all other rights of any kind whatsoever of a Debtor
accruing thereunder or pertaining thereto, together in each case with the goodwill of the business
connected with the use of, and symbolized by, each such trademark, service mark, trade name, trade
dress or other indicia of trade origin;




          (c) all renewals of any of the items described in clauses (a) and (b);




          (d) all of the goodwill of the business connected with the use of, and symbolized by each of
the items described in, clauses (a), (b) and (c); and




          (e) all proceeds of, and rights associated with, the foregoing, including any right to sue or
claim by the Debtor against third parties for past, present, or future infringement or dilution of
any trademark, trademark registration, or trademark license, including any trademark or trademark
registration referred to in Schedule 1.1 attached hereto or any trademark license, or for
any injury to the goodwill associated with the use of any trademark or for breach or enforcement of
any trademark license.




     SECTION 3. Security Agreement. This Agreement has been executed and delivered by the
Debtor for the purpose of registering the security interest of the Collateral Agent in the
Trademark Collateral with the United States Patent and Trademark Office. The security interest
granted hereby has been granted as a supplement to, and not in limitation of, the security interest
granted to the Collateral Agent under the Security Agreement as security for the discharge and
performance of the First Lien Obligations. The Security Agreement (and all rights and remedies of
the Collateral Agent thereunder) shall remain in full force and effect in accordance with its
terms.



     SECTION 4. Release of Security Interest. The Collateral Agent shall release the
Trademark Collateral in accordance with the terms of the Security Agreement.



     SECTION 5. Acknowledgment. The Debtor hereby further acknowledges and affirms that
the rights and remedies of the Collateral Agent with respect to the security interest in the
Trademark Collateral granted hereby are more fully set forth in the Security Agreement, the



2









 




terms and provisions of which (including the remedies provided for therein) are incorporated
by reference herein as if fully set forth herein.




     SECTION 6. Counterparts. This Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.



3









 





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




	 	 	 	 	 
	 	CREDIT ACCEPTANCE CORPORATION
 	 
	 	By:  	
 	 
	 	 	Douglas W. Busk 	 
	 	 	Its:   Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Michael P. Stapleton 	 
	 	 	Its:      Vice President 	 
	 








 









 








SCHEDULE 1.1




TRADEMARK COLLATERAL



	 	 	 	 	 
	MARK	 	SERIAL/REGIS. NO.
	ASK OTTO
	 	 	2,699,904	 
	CREDIT ACCEPTANCE WE CHANGE LIVES!
	 	 	2,644,387	 
	MISCELLANEOUS DESIGN (checkmark in a box)
	 	 	2,657,196	 
	WE CHANGE LIVES
	 	 	2,660,738	 
	OTTO (and design)
	 	 	2,887,186	 
	CAPS
	 	 	3,647,518	 
	CAPS CREDIT APPROVAL PROCESSING SYSTEM
	 	 	3,045,350	 
	ASK ABOUT OUR GUARANTEED CREDIT APPROVAL
(and design)
	 	 	3,564,263	 
	CREDIT ACCEPTANCE WE CHANGE LIVES! (and design)
	 	 	2,644,387	 
	WE CHANGE LIVES! (and design) (European Trademark)
	 	 	002455137