THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of May 13, 2015 (the “Amendment” ), is made pursuant to that certain Loan and Security Agreement dated as of August 19, 2011 (as amended, modified or supplemented from time to time, the “Agreement” ), among CAC Warehouse Funding LLC IV, a Delaware limited liability company (the “Borrower” ), Credit Acceptance Corporation, a Michigan corporation ( “Credit Acceptance” , the “Originator” , the “Servicer” or the “Custodian” ), Bank of Montreal (the “Lender” ), BMO Capital Markets Corp., a Delaware corporation ( “BMO Capital Markets” ), as deal agent (the “Deal Agent” ), Bank of Montreal (the “Collateral Agent” ), and Wells Fargo Bank, National Association, a national banking association, as backup servicer (the “Backup Servicer” ) .

W I T N E S S E T H :

WHEREAS, the Borrower, Credit Acceptance, the Backup Servicer, the Lender, the Deal Agent and the Collateral Agent have previously entered into and are currently party to the Agreement;

WHEREAS, the Borrower has requested that certain amendments be made to the Agreement, and the Borrower, Credit Acceptance, the Backup Servicer, the Lender, the Deal Agent and the Collateral Agent are willing to amend the Agreement under the terms and conditions set forth in this Amendment;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Section 1.    Defined Terms. Unless otherwise amended by the terms of this Amendment, terms used in this Amendment shall have the meanings assigned in the Agreement.

Section 2.    Amendments.

2.1.    Each of the following defined terms appearing in Section 1.1 of the Agreement is hereby amended in its entirety and as so amended shall read as follows:

“Amortization Event” : The occurrence of any of the following events: (i) on any Determination Date, the average Payment Rate for the preceding three (3) Collection Periods with respect to which the Payment Rate was calculated is less than 3.0%; (ii) a Reserve Advance is made, except if on the date of such Reserve Advance, the Aggregate Loan Amount is zero; (iii) Collections are less than 80.0% of Forecasted Collections for any two (2) consecutive

Collection Periods; (iv) on any Payment Date, the Weighted Average Spread Rate is less than 16.5%; or (v) the Commitment Termination Date.

“Commitment Termination Date” : April 30, 2018, or such later date to which the Commitment Termination Date may be extended if agreed in writing among the Borrower, the Deal Agent and the Lender.

“LIBOR01 Page” means the display designated as “LIBOR01 Page” on the Reuters Service (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Deal Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market).

“Overconcentration Loan Amount” : With respect to any Dealer, the amount by which the aggregate Net Loan Balance of Dealer Loans made to such Dealer, calculated on the Funding Date, exceeds the Dealer Concentration Limit.

“Required Reserve Account Amount” : With respect to any date of determination, an amount equal to the sum of (a) the product of (i) 1.0% and (ii) the Aggregate Loan Amount on such date (after the application of funds pursuant to Section 2.6 on the related Payment Date) plus (b) all amounts required to be maintained by the Borrower pursuant to Section 6.2(c)(ii) hereof; provided, however, the Required Reserve Account Amount shall at no time be less than $70,000 (unless the Aggregate Loan Amount is zero, in which case the Required Reserve Account Amount shall be $0).

2.2.    The defined term “Uncapped Pool” appearing in Section 1.1 of the Agreement is hereby deleted in its entirety.

2.3.    The reference to “five (5) Business Days” appearing in Section 2.13(a)(i) of the Agreement is hereby replaced with “three (3) Business Days.”

2.4.    Section 4.1 of the Agreement is hereby amended by adding the following new consecutively lettered clause at the end thereof:

(ff)     Not a Covered Fund. The Borrower (i) is not a “covered fund” under the Volcker Rule (Section 619 of the Dodd‑Frank Wall Street Reform and Consumer Protection Act and the regulations implemented thereunder) and (ii) is not, and after giving effect to the transactions contemplated hereby, will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

Section 3.    Conditions Precedent; Effectiveness of Amendment. This Amendment shall not become effective until each document specified in Exhibit A attached hereto has been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent has received all such executed documents.

Section 4.    Representations of the Borrower and Servicer. Each of Borrower and Servicer hereby represent and warrant to the parties hereto that as of the date hereof each of the representations and warranties contained in Article IV of the Agreement and any other Transaction Document to which it is a party are true and correct as of the date hereof and after giving effect to this Amendment (except to the extent that such representations and warranties relate solely to an earlier date, and then are true and correct as of such earlier date) and that no Amortization Event, Termination Event or Unmatured Termination Event has occurred and is continuing as of the date hereof and after giving effect to this Amendment.

Section 5.    Agreement in Full Force and Effect. Except as expressly set forth herein, all terms and conditions of the Agreement, as amended, shall remain in full force and effect. Reference to this specific Amendment need not be made in the Agreement, the Note, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

Section 6.    Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be executed by the parties hereto and be deemed an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 7.    Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 8.    Fees and Expenses. The Borrower agrees to pay on demand all costs and expenses of or incurred by the Deal Agent and the Lender in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of external counsel for the Deal Agent and the Lender.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Loan and Security Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

CAC WAREHOUSE FUNDING LLC IV

 

By: /s/ Douglas W. Busk

Name: Douglas W. Busk

Title: Senior Vice President and Treasurer

CREDIT ACCEPTANCE CORPORATION

By: /s/ Douglas W. Busk     

Name: Douglas W. Busk

Title: Senior Vice President and Treasurer

BANK OF MONTREAL

By: /s/ Karen Louie

Name: Karen Louie    

Title: Director    

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/ Julie Tanner Fischer    

Name: Julie Tanner Fischer    

Title: Vice President

BMO CAPITAL MARKETS CORP.

By: /s/ Matthew Peters    

Name: Matthew Peters    

Title: Managing Director    

Key:

FIRST AMENDMENT TO BACKUP SERVICING AGREEMENT

This FIRST AMENDMENT TO BACKUP SERVICING AGREEMENT, dated as of May 13, 2015 (the “Amendment” ), is made pursuant to that certain Backup Servicing Agreement dated as of August 19, 2011 (as amended, modified or supplemented from time to time, the “Agreement” ), among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ( “Wells Fargo” or the “Backup Servicer” ), BANK OF MONTREAL, as collateral agent (the “Collateral Agent” ), CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ( “Credit Acceptance” or the “Servicer” ), BMO CAPITAL MARKETS CORP., a Delaware corporation (the “Deal Agent” ), and CAC WAREHOUSE FUNDING LLC IV, a Delaware limited liability company (the “Borrower” ) .

W I T N E S S E T H :

WHEREAS, the Borrower, Credit Acceptance, the Backup Servicer, the Deal Agent and the Collateral Agent have previously entered into and are currently party to the Agreement;

WHEREAS, the Servicer has requested that certain amendments be made to the Agreement, and the Borrower, Credit Acceptance, the Backup Servicer, the Deal Agent and the Collateral Agent are willing to amend the Agreement under the terms and conditions set forth in this Amendment;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Section 1.    Defined Terms. Unless otherwise amended by the terms of this Amendment, terms used in this Amendment shall have the meanings assigned in the Agreement.

Section 2.    Amendment.

2.1.    The first sentence of Section 2.1(a) of the Agreement is hereby amended in its entirety and as so amended shall read as follows:

No later than 9:00 a.m. New York time on the fifth Business Day following the end of each Collection Period, the Servicer shall send to the Backup Servicer an electronic file, detailing the Collections received during the prior Collection Period and all other information relating to the Loans and the Contracts as may be necessary for the complete and correct completion of the Monthly Report (the “Servicer’s Data File” ).

Section 3.    Conditions Precedent; Effectiveness of Amendment. This Amendment shall become effective once it has been duly executed by, and delivered to, the parties hereto.

Section 3.    Representations of the Backup Servicer. The Backup Servicer hereby represent and warrant to the parties hereto that as of the date hereof each of the representations and warranties contained in Article 3 of the Agreement and any other Transaction Document to which it is a party are true and correct as of the date hereof and after giving effect to this Amendment (except to the extent that such representations and warranties relate solely to an earlier date, and then are true and correct as of such earlier date) and that no Backup Servicer Event of Default has occurred and is continuing as of the date hereof and after giving effect to this Amendment.

Section 4.    Agreement in Full Force and Effect. Except as expressly set forth herein, all terms and conditions of the Agreement, as amended, shall remain in full force and effect. Reference to this specific Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

Section 5.    Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be executed by the parties hereto and be deemed an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 6.    Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages To Follow]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Backup Servicing Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

CREDIT ACCEPTANCE CORPORATION, as Servicer

By: /s/ Douglas W. Busk    

Name: Douglas W. Busk     

Title: Senior Vice President and Treasurer    

BMO CAPITAL MARKETS CORP., as Deal Agent

By: /s/ Matthew Peters    

Name: Matthew Peters    

Title: Managing Director    

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Backup Servicer

By: /s/ Julie Tanner Fischer    

Name: Julie Tanner Fischer    

Title: Vice President    

CAC WAREHOUSE FUNDING LLC IV, as Borrower

By: /s/ Douglas W. Busk    

Name: Douglas W. Busk     

Title: Senior Vice President and Treasurer    

BANK OF MONTREAL, as Collateral Agent

By: /s/ Karen Louie    

Name: Karen Louie    

Title: Director