EXHIBIT 4(f)(48)
BACKUP SERVICING AGREEMENT
BACKUP SERVICING AGREEMENT (the "Agreement"), dated as of June
27, 2003, among SYSTEMS & SERVICES TECHNOLOGIES, INC., a Delaware corporation
(the "Backup Servicer"), RADIAN ASSET ASSURANCE INC., a New York stock insurance
company (the "Class A Insurer"), CREDIT ACCEPTANCE CORPORATION, a Michigan
corporation ("Credit Acceptance" or the "Servicer"), CREDIT ACCEPTANCE FUNDING
LLC 2003-1, a Delaware limited liability company (the "Seller"), CREDIT
ACCEPTANCE AUTO DEALER LOAN TRUST 2003-1, a Delaware statutory trust (the
"Trust" or the "Issuer") and JPMORGAN CHASE BANK, a New York banking
corporation, as trust collateral agent (the "Trust Collateral Agent").
W I T N E S S E T H :
WHEREAS, Credit Acceptance, the Seller, the Backup Servicer,
the Issuer and the Trust Collateral Agent have entered into a Sale and Servicing
Agreement, dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the "Sale and Servicing Agreement");
WHEREAS, the parties to the Sale and Servicing Agreement
desire to obtain the services of the Backup Servicer to perform certain
servicing functions and assume certain obligations with respect to the Sale and
Servicing Agreement, all as set forth herein, and the Backup Servicer has agreed
to perform such functions and assume such obligations; and
WHEREAS, for its services hereunder and with respect to the
Sale and Servicing Agreement, the Backup Servicer will receive a fee payable as
described herein;
NOW THEREFORE, in consideration for the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings specified in, or incorporated by reference to,
the Sale and Servicing Agreement. The following terms shall have the meanings
specified below:
"Aggregate Basis" means verification of only such aggregated
amounts as are stated in the Servicer's Certificate, and not as to any amount
related to any Dealer Loan or Contract.
"Assumption Date" has the meaning specified in Section 2.3(a).
"Backup Servicer Event of Default" has the meaning specified
in Section 4.1.
"Backup Servicer's Certificate" has the meaning specified in
Section 2.10.
"Backup Servicing Fee" means, as to each Distribution Date,
$4,000; provided, however, that if the Backup Servicer becomes the successor
Servicer, such fee shall no longer be paid.
"Continued Errors" has the meaning specified in Section
2.2(c)(iii).
"Errors" has the meaning specified in Section 2.2(c)(iii).
"Liability" has the meaning specified in Section 2.2(c)(i).
"Live Data Files" has the meaning specified in Section 2.6(c).
"Material Adverse Change" means any circumstance or event
which in the reasonable judgment of the Class A Insurer (a) may be reasonably
expected to cause a material adverse change to the validity or enforceability of
this Agreement or the Sale and Servicing Agreement, or (b) may be reasonably
expected to materially impair the ability of the Backup Servicer to fulfill its
obligations under this Agreement or the Sale and Servicing Agreement.
"Servicer's Data File" has the meaning specified in Section
2.1(a).
"Service-Related Activities" means the services and
service-related activities and the servicer-related responsibilities of the
Servicer provided for under the Sale and Servicing Agreement as modified or
eliminated herein with respect to the Backup Servicer.
"Servicing Fee" has the meaning given such term in the Sale
and Servicing Agreement.
"Successor Backup Servicer" has the meaning specified in
Section 2.4(b).
"Third Party" has the meaning specified in Section 2.9(d).
SECTION 1.2. Usage of Terms. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other gender; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement; references to
Persons include their permitted successors and assigns; and the term "including"
means "including without limitation."
SECTION 1.3. Section References. All section references shall be to
Sections in this Agreement (unless otherwise provided).
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ARTICLE 2
ADMINISTRATION AND COLLECTION
SECTION 2.1. Reconciliation of Servicer's Certificate.
(a) No later than 9:00 A.M. New York time on the third
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 Dealer Loans and the Contracts as may be necessary for the complete and
correct completion of the Servicer's Certificate (the "Servicer's Data File").
Such electronic file shall be in the form and have the specifications as may be
agreed to between the Servicer and the Backup Servicer from time to time. The
Backup Servicer shall, within one (1) day of the receipt thereof, load the
Servicer's Data File and confirm that it is in readable form. If the Backup
Servicer determines that the Servicer's Data File is not in readable form, the
Backup Servicer shall immediately upon discovery thereof notify the Servicer and
the Trust Collateral Agent by telephone, and upon such notification, the
Servicer shall prepare and send a replacement Servicer's Data File to the Backup
Servicer satisfying the Backup Servicer's specifications, for receipt by the
Backup Servicer on the next day.
(b) No later than the end of the second Business Day
prior to each Determination Date, the Servicer shall furnish to the Backup
Servicer the Servicer's Certificate related to the prior Collection Period
together with all other information necessary for preparation of such Servicer's
Certificate and necessary to determine the application of Collections as
provided in the Sale and Servicing Agreement. The Backup Servicer shall review
the information contained in the Servicer's Certificate against the information
on the Servicer's Data File, on an Aggregate Basis. No later than three (3)
Business Days after the Backup Servicer's receipt of each Servicer's
Certificate, the Backup Servicer shall notify the Servicer, the Trust Collateral
Agent, the Indenture Trustee and the Class A Insurer of any inconsistencies
between the Servicer's Certificate and the information contained in the
Servicer's Data File; provided, however, in the absence of a reconciliation, the
Servicer's Certificate shall control for the purpose of calculations and
distributions with respect to the related Distribution Date. If the Backup
Servicer and the Servicer are unable to reconcile discrepancies with respect to
a Servicer's Certificate prior to the related Distribution Date, the Servicer
shall cause a firm of independent accountants, at the Servicer's expense, to
audit the Servicer's Certificate and, prior to the third Business Day, but in no
event later than the fifth calendar day, of the following month, reconcile the
discrepancies. The effect, if any, of such reconciliation shall be reflected in
the Servicer's Certificate for such next Distribution Date. The Backup Servicer
shall only review the information provided by the Servicer in the Servicer's
Certificate and in the Servicer's Data File and its obligation to report any
inconsistencies shall be limited to those determinable from such information.
(c) The Backup Servicer and the Servicer shall attempt to
reconcile any such inconsistencies and/or to furnish any omitted information and
the Servicer shall amend the Servicer's Certificate to reflect the results of
the reconciliation or to include any omitted information.
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(d) The Servicer shall provide monthly, or as otherwise
requested, to the Backup Servicer, or its agent, information on the Dealer Loans
and related Contracts sufficient to enable the Backup Servicer to assume the
responsibilities as successor servicer under the Sale and Servicing Agreement
and service and collect the Dealer Loans and related Contracts.
(e) The Servicer shall provide the Backup Servicer with
any and all updates to the master file data layout and copy book information
necessary due to system changes or modifications, which may require changes to
the Backup Servicer's applications necessary to read the Servicer's Data File.
SECTION 2.2. Review and Verification.
(a) Notwithstanding anything in Section 2.1 to the
contrary, on or before the end of the second Business Day prior to each
Determination Date, the Servicer and the Trust Collateral Agent shall provide
sufficient data to the Backup Servicer to allow the Backup Servicer to review on
an Aggregate Basis the Servicer's Certificate related thereto and determine the
following:
(i) that such Servicer's Certificate is complete
on its face;
(ii) that the amounts credited to and withdrawn
from the Collection Account and the balance of such account,
as set forth in the records of the Trust Collateral Agent are
the same as the amount set forth in the Servicer's
Certificate; and
(iii) that the amounts credited to and withdrawn
from the Reserve Account and the balance of such account, as
set forth in the records of the Trust Collateral Agent are the
same as the amount set forth in the Servicer's Certificate.
(b) The Backup Servicer shall, on or before the
Determination Date with respect to any Collection Period, verify the Servicer's
Certificate in its entirety, which shall include but not be limited to the
following:
(i) the amount of the related distribution
allocable to principal;
(ii) the amount of the related distribution
allocable to interest;
(iii) the amount of the related distribution
payable out of the Reserve Account;
(iv) the Aggregate Outstanding Net Eligible Loan
Balance, the Aggregate Outstanding Eligible Loan Balance and
the aggregate Outstanding Balance of all Eligible Contracts as
of the close of business on the last day of the preceding
Collection Period;
(v) the Class A Note Balance and the pool
factor;
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(vi) the amount of the Servicing Fee paid to the
Servicer with respect to the related Collection Period and/or
due but unpaid with respect to such Collection Period or prior
Collection Periods, as the case may be;
(vii) the Class A Interest Carryover Shortfall, if
any;
(viii) the total amount of Collections for the
related Collection Period; and
(ix) the aggregate Purchase Amount for the
Ineligible Loans and Ineligible Contracts, if any, that was
paid in such period.
(c) The Backup Servicer shall provide written notice to
the Class A Insurer and the Trust Collateral Agent with respect to whether there
are any inconsistencies or deficiencies with respect to its review and
verification set forth in paragraphs (a) and (b) above and, if any, shall
provide a description thereof as set forth in Section 2.10 hereof. In the event
of any discrepancy between the information set forth in subparagraphs (a) and
(b) above, as calculated by the Servicer, from that determined or calculated by
the Backup Servicer, the Backup Servicer shall promptly notify the Servicer and,
if within five (5) days of such notice being provided to the Servicer, the
Backup Servicer and the Servicer are unable to resolve such discrepancy, the
Backup Servicer shall promptly notify the Class A Insurer and the Trust
Collateral Agent of such discrepancy.
(i) Other than as specifically set forth
elsewhere in this Agreement, the Backup Servicer shall have no
obligation to supervise, verify, monitor or administer the
performance of the Servicer and shall have no duty,
responsibility, obligation, or liability (collectively
"Liability") for any action taken or omitted by the Servicer.
(ii) The Backup Servicer shall consult with the
Servicer as may be necessary from time to time to perform or
carry out the Backup Servicer's obligations hereunder,
including the obligation, if requested in writing by the Class
A Insurer, to succeed within thirty (30) days to the duties
and obligations of the Servicer pursuant to Section 2.3.
(iii) Except as otherwise provided in this
Agreement, the Backup Servicer may accept and reasonably rely
on all accounting, records and work of the Servicer without
audit, and the Backup Servicer shall have no Liability for the
acts or omissions of the Servicer or for the inaccuracy of any
data provided, produced or supplied by the Servicer. If any
error, inaccuracy or omission (collectively, "Errors") exists
in any information received from the Servicer, and such Errors
should cause or materially contribute to the Backup Servicer
making or continuing any Errors (collectively, "Continued
Errors"), the Backup Servicer shall have no Liability for such
Continued Errors; provided, however, that this provision shall
not protect the Backup Servicer against any Liability which
would otherwise be imposed by reason of willful misfeasance,
bad faith or gross negligence in discovering or correcting any
Error or in the performance of its
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duties hereunder or under the Sale and Servicing Agreement. In
the event the Backup Servicer becomes aware of Errors or
Continued Errors which, in the opinion of the Backup Servicer
impairs its ability to perform its services hereunder, the
Backup Servicer may, with the prior consent of the Class A
Insurer, undertake to reconstruct and reconcile such data as
it deems appropriate to correct such Errors and Continued
Errors and prevent future Continued Errors. The Backup
Servicer shall be entitled to recover its costs thereby
expended from the Servicer.
(iv) The Backup Servicer and its officers,
directors, employees and agents shall be indemnified by the
Servicer and the Issuer from and against all claims, damages,
losses or expenses reasonably incurred by the Backup Servicer
(including reasonable attorney's fees and expenses) arising
out of claims asserted against the Backup Servicer on any
matter arising out of this Agreement to the extent the act or
omission giving rise to the claim accrues before the
Assumption Date, except for any claims, damages, losses or
expenses arising from the Backup Servicer's own willful
misfeasance, bad faith or gross negligence. The obligations of
the Servicer and the Issuer under this Section shall survive
the termination of this Agreement and the earlier resignation
or removal of the Backup Servicer.
SECTION 2.3. Assumption of Servicer's Obligations.
(a) The Backup Servicer agrees that within 30 days of
receipt of a written notice from the Class A Insurer, or the Trust Collateral
Agent if a Class A Insurer Default has occurred and is continuing, of the
termination of the rights and obligations of Credit Acceptance as Servicer
pursuant to the Sale and Servicing Agreement, and without further notice, the
Backup Servicer shall, subject to the exclusions stated herein, assume the
Service-Related Activities of Credit Acceptance under the Sale and Servicing
Agreement (the "Assumption Date") and further agrees that it shall assume all
such Service-Related Activities in accordance with the requirements, terms and
conditions set forth in the Sale and Servicing Agreement and this Agreement. In
the event of a conflict between any provision of the Sale and Servicing
Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer
of the Servicer-Related Activities of Credit Acceptance under the Sale and
Servicing Agreement, the Backup Servicer shall not be obligated to perform the
obligations imposed in the following Sections of the Sale and Servicing
Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated
to inform the other parties to this Agreement of the breaches or failures set
forth in Section 3.02 of which a Responsible Officer has actual knowledge),
4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(ix),
4.06(a)(x), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the
Servicer's obligation to defend the right, title and interest of the Trust
Collateral Agent in the Trust Property against the claims of third parties),
4.07 (provided that the Backup Servicer shall be obligated to inform the other
parties to this Agreement of certain breaches detailed in Section 4.07 of which
a Responsible Officer has actual knowledge in the manner described therein),
4.11, 4.15(b), 4.15(c), 5.01(b), 5.01(c), 5.02(a) (only with respect to the
amount of time in which the Servicer is required to remit Collections to the
Collection
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Account which, in the case of SST after the Assumption Date, will be within one
(1) Business Day of receipt of such Collections with respect to cleared funds,
and in all other cases will be within three (3) Business Days of receipt of such
Collections, 5.09(b), 5.10(b), 7.02 (provided that the Backup Servicer shall be
liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action
taken by it as successor Servicer), 7.03, 7.06, 9.05 or 10.01(b).
SECTION 2.4. Servicing and Retention of Servicer.
(a) Subject to early termination of the Backup Servicer
due to the occurrence of a Backup Servicer Event of Default, or pursuant to
Article 4, or as otherwise provided in this Section 2.4, on and after the
Assumption Date, the Backup Servicer shall be responsible for the servicing,
administering, managing and collection of the Dealer Loans and Contracts in
accordance herewith and the Sale and Servicing Agreement.
(b) In the event of a Backup Servicer Event of Default,
the Class A Insurer shall have the right to terminate the Backup Servicer as
successor Servicer and Backup Servicer hereunder. Upon the termination or
resignation of the Backup Servicer hereunder, the Class A Insurer shall have the
right to appoint a successor Backup Servicer (the "Successor Backup Servicer")
and enter into a backup servicing agreement with such Successor Backup Servicer
at such time and exercise all of its rights under Section 4.15 of the Sale and
Servicing Agreement; provided, however, that if such termination or resignation
of the Backup Servicer occurs prior to the Assumption Date, the appointment of
the Successor Backup Servicer shall be mutually acceptable to Credit Acceptance
and the Class A Insurer. Such backup servicing agreement shall specify the
duties and obligations of the Successor Backup Servicer, and all references
herein and in the Sale and Servicing Agreement to the Backup Servicer shall be
deemed to refer to such Successor Backup Servicer.
(c) The Backup Servicer shall not resign from the
obligations and duties imposed on it by this Agreement or the Sale and Servicing
Agreement, as successor servicer or as Backup Servicer, as applicable, except
upon a determination that by reason of a change in legal requirements, the
performance of its duties hereunder or under the Sale and Servicing Agreement
would cause it to be in violation of such legal requirements in a manner which
would have a material adverse effect on the Backup Servicer, and the Class A
Insurer does not elect to waive the obligations of the Backup Servicer to
perform the duties which render it legally unable to act or to delegate those
duties to another Person. Any such determination permitting the resignation of
the Backup Servicer pursuant to this Section 2.4(c) shall be evidenced by an
opinion of counsel to such effect delivered and acceptable to the Class A
Insurer. No resignation of the Backup Servicer shall become effective until an
entity reasonably acceptable to the Class A Insurer shall have assumed the
responsibilities and obligations of the Backup Servicer.
(d) Any Person: (i) into which the Backup Servicer may be
merged or consolidated; (ii) resulting from any merger or consolidation to which
the Backup Servicer shall be a party; (iii) which acquires by conveyance,
transfer or lease substantially all of the assets of the Backup Servicer; or
(iv) succeeding to the business of the Backup Servicer, in any of the foregoing
cases shall execute an agreement of assumption to perform every obligation of
the Backup Servicer under this Agreement and the Sale and Servicing Agreement,
whether or not such assumption agreement is executed, shall be the successor to
the Backup Servicer under this
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Agreement and the Sale and Servicing Agreement without the execution or filing
of any paper or any further act on the part of any of the parties to this
Agreement or the Sale and Servicing Agreement, anything herein or therein to the
contrary notwithstanding; provided, however, that nothing contained herein or
therein shall be deemed to release the Backup Servicer from any obligation
hereunder or under the Sale and Servicing Agreement.
(e) Following the Assumption Date, beginning with the
calendar year ending December 31, 2003, the Backup Servicer shall be required to
deliver to the Indenture Trustee, the Trust Collateral Agent and the Class A
Insurer on or before one hundred twenty (120) days after the end of the Backup
Servicer's fiscal year, with respect to such fiscal year, a copy of its annual
SAS-70 and its audited financial statements for such fiscal year.
(f) Concurrently with the delivery of the financial
reports delivered under (e) above, a report in substantially the form attached
to this Agreement as Exhibit I and certified by the chief financial officer of
the Backup Servicer, certifying that no Backup Servicer Event of Default and no
event which, with the giving of notice or the passage of time, would become a
Backup Servicer Event of Default has occurred and is continuing or, if any such
Backup Servicer Event of Default or other event has occurred and is continuing,
such a Backup Servicer Event of Default has occurred and is continuing, the
action which the Backup Servicer has taken or proposes to take with respect
thereto, shall be delivered to the Indenture Trustee, the Trust Collateral Agent
and the Class A Insurer.
SECTION 2.5. Servicing Duties of the Backup Servicer. On and after the
Assumption Date:
(a) The Backup Servicer shall take or cause to be taken
all such action as may be necessary or advisable to collect all amounts due
under the Dealer Loans and Contracts from time to time, all in accordance with
applicable laws, rules and regulations, with reasonable care and diligence, and
in accordance with the Collection Guidelines. There shall be no recourse to the
Backup Servicer with regard to the Dealer Loans and Contracts. The Backup
Servicer shall hold in trust for the Trust Collateral Agent all records which
evidence or relate to all or any part of the Trust Estate. In the event that a
Successor Backup Servicer is appointed, the outgoing Backup Servicer shall
deliver to the Successor Backup Servicer and the Successor Backup Servicer shall
hold in trust for the Trust Collateral Agent all records which evidence or
relate to all or any part of the Trust Estate.
(b) The Backup Servicer shall as soon as practicable upon
demand, deliver to the Issuer all records in its possession which evidence or
relate to indebtedness of an Obligor which is not a Dealer Loan or Contract.
(c) The Backup Servicer shall remit to the Collection
Account within two (2) Business Days of receipt, all Collections.
(d) In addition to the obligations of the Backup Servicer
under this Agreement, the Backup Servicer shall perform all of the obligations
of the Servicer as servicer under the Sale and Servicing Agreement, except as
set forth in Section 2.3(b) hereof. Without limiting the foregoing and anything
provided for herein, the Backup Servicer shall perform the
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following in substantially the same manner and level at which Credit Acceptance
performs such on the date hereof: (a) customer service
inquiries/responsibilities; (b) collections on delinquent and charged-off
accounts; (c) insurance monitoring and the making of claims with respect
thereto; (d) creating the Servicer's Certificates; (e) repossession and other
legal actions; (f) statements to performing accounts and other correspondence;
(g) reconciliation of dealer holdback payments; (h) inventory management; (i)
maintenance of lock-box accounts; (j) electronic skip tracing; and (k) document
storage and title maintenance.
SECTION 2.6. Other Obligations of the Backup Servicer and Servicer.
(a) In order to ensure preparedness to carry out the
Service-Related Activities, the Backup Servicer agrees that immediately upon
execution of this Agreement, it will begin to formulate a contingency plan
designed to execute a transition of the Service-Related Activities from Credit
Acceptance, and such plan shall be finalized within sixty (60) days of execution
of this Agreement. The contingency plan of the Backup Servicer shall contemplate
the services to be provided by the Backup Servicer under this Agreement and the
Sale and Servicing Agreement and, without limiting the obligations hereunder and
thereunder, shall provide for the servicing and enforcement of the Dealer Loans
and Contracts in a manner comparable to the servicing and enforcement of similar
dealer loans and contracts that the Backup Servicer carries out for itself and
others.
(b) [Reserved]
(c) No later than the 10th day of each calendar month
until the earlier of the Assumption Date or the termination of this Agreement,
Credit Acceptance shall provide a Live Data File (as defined below) transmission
to the Backup Servicer, which shall include the Dealer Loan and Contract master
file, the transaction history file and all other files necessary to carry out
the Service-Related Activities received in connection herewith (the "Live Data
Files"). The Backup Servicer shall convert the Live Data Files to its internal
systems, and no later than five (5) Business Days after the receipt thereof,
shall confirm in writing to Credit Acceptance the accuracy and completeness of
the conversion; provided, however, that such confirmation shall not be deemed to
apply to the accuracy of the Live Data Files as provided by Credit Acceptance,
but shall be deemed only to apply to the accuracy of the conversion of the Live
Data Files to the Backup Servicer's internal systems. In the event of any
changes in format with respect to either Credit Acceptance or the Backup
Servicer, Credit Acceptance and the Backup Servicer shall coordinate with each
other for the replacement of the data files with files in the correct format,
modified accordingly. To verify that Live Data Files have been accurately
converted to the Backup Servicer's internal servicing system, the Backup
Servicer will provide Credit Acceptance with such reports as are mutually agreed
upon by Credit Acceptance and the Backup Servicer from time to time. Credit
Acceptance reserves the right to review converted data on the Backup Servicer's
system either by performing an onsite review of the Backup Servicer's systems
or, at Credit Acceptance's sole expense, by having remote access to the Backup
Servicer's systems.
(d) In connection with the Backup Servicer assuming the
obligations of Servicer hereunder and under the Sale and Servicing Agreement,
Credit Acceptance agrees that it shall: (i) promptly make available to the
Backup Servicer access to all records and information in the possession of
Credit Acceptance related to the Dealer Loans and the Contracts as may be
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necessary or reasonably requested by the Backup Servicer in connection with the
performance of the Backup Servicer's obligations hereunder and thereunder; and
(ii) cooperate in good faith with the Backup Servicer and the Trust Collateral
Agent in connection with any transition of the servicing of the Dealer Loans and
Contracts to the Backup Servicer.
SECTION 2.7. Servicing Compensation. As compensation for the
performance of its obligations under this Agreement and with respect to the Sale
and Servicing Agreement, the Backup Servicer is entitled to: (i) prior to the
Assumption Date, the Backup Servicing Fee and (ii) after the Assumption Date,
the sum of: (A) the Servicing Fee, (B) any Repossession Expenses, (C) any
Reliening Expenses and (D) any Transition Expenses.
SECTION 2.8. Trust Collateral Agent's Rights. At any time following the
Assumption Date:
(a) The Trust Collateral Agent or the Backup Servicer may
direct that payment of all amounts payable under any Dealer Loans or Contracts
be made directly to the Backup Servicer, the Trust Collateral Agent or its
designee.
(b) The Servicer shall, (unless otherwise directed by the
Trust Collateral Agent) (i) assemble all of the records relating to the Trust
Estate and shall make the same available to the Backup Servicer (or the Trust
Collateral Agent if so directed by the Trust Collateral Agent) at a place
selected by the Backup Servicer or the Trust Collateral Agent, as applicable;
provided, however, that the Servicer will be entitled to retain copies of all
records provided pursuant to this Section 2.8(b), and (ii) segregate all cash,
checks and other instruments received by it from time to time constituting
Collections in a manner acceptable to the Trust Collateral Agent and shall,
promptly upon receipt but no later than one (1) Business Day after receipt,
remit all such cash, checks and instruments, duly endorsed or with duly executed
instruments of transfer, as directed by the Trust Collateral Agent or the Backup
Servicer.
(c) Credit Acceptance hereby authorizes the Trust
Collateral Agent and the Backup Servicer to take any and all steps in Credit
Acceptance's name and on behalf of Credit Acceptance necessary or desirable, in
the determination of the Backup Servicer or the Trust Collateral Agent acting in
"good faith" (as such term is defined in Article 9 of the UCC), to collect all
amounts due under any and all of the Dealer Loans, including, without
limitation, endorsing Credit Acceptance's name on checks and other instruments
representing Collections and enforcing the Dealer Loans and Contracts; provided,
however, that the Trust Collateral Agent shall not have an affirmative
obligation to carry out such duties.
SECTION 2.9. Liability of the Backup Servicer; Standard of Care.
(a) The Backup Servicer shall not be liable for its
actions or omissions hereunder except for its negligence, willful misconduct or
breach of this Agreement not caused by another party to this Agreement, or for
any recitals, statements, representations or warranties made expressly by the
Backup Servicer.
(b) The Backup Servicer shall indemnify, defend and hold
harmless the Servicer and its respective officers, directors, agents and
employees from and against any and all costs, expenses, losses, claims, damages
and liabilities to the extent that such cost, expense, loss,
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claim, damage or liability arose out of, or was imposed upon the Servicer
through the Backup Servicer's breach of this Agreement, the willful misfeasance,
bad faith or negligence of the Backup Servicer in the performance of its duties
under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement.
(c) The Servicer shall indemnify, defend and hold
harmless the Backup Servicer and its respective officers, directors, agents and
employees from and against any and all costs, expenses, losses, claims, damages
and liabilities to the extent that such cost, expense, loss, claim, damage or
liability arose out of, or was imposed upon the Backup Servicer through the
Servicer's breach of this Agreement, the willful misfeasance, bad faith or
negligence of the Servicer in the performance of its duties under this Agreement
or by reason of reckless disregard of its obligations and duties under this
Agreement.
(d) The Backup Servicer may accept and reasonably rely on
all accounting and servicing records and other documentation provided to the
Backup Servicer by or at the direction of the Servicer, including documents
prepared or maintained by any originator, or previous servicer, or any party
providing services related to the Dealer Loans or Contracts (collectively, the
"Third Party"). The Servicer agrees to indemnify (subject to the limitation
provided in subsection (e) below) and hold harmless the Backup Servicer, its
respective officers, employees and agents against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Backup Servicer may sustain in any way
related to the negligence or misconduct of any Third Party with respect to the
Dealer Loans or Contracts. The Backup Servicer shall have no Liability for the
acts or omissions of any such Third Party or for the inaccuracy of any data
provided, produced or supplied by such Third Party. If any Error exists in any
information provided to the Backup Servicer and such Errors cause or materially
contribute to the Backup Servicer making a Continuing Error, the Backup Servicer
shall have no liability for such Continued Errors; provided, however, that this
provision shall not protect the Backup Servicer against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in discovering or correcting any error or in the performance of its
duties contemplated herein.
In the event the Backup Servicer becomes aware of Errors
and/or Continued Errors which, in the opinion of the Backup Servicer, impair its
ability to perform its services hereunder, the Backup Servicer shall promptly
notify the Servicer and the Class A Insurer of such Errors and/or Continued
Errors. With the prior consent of the Servicer and the Class A Insurer, the
Backup Servicer may undertake to reconstruct any data or records appropriate to
correct such Errors and/or Continued Errors and to prevent future Continued
Errors. The Backup Servicer shall be entitled to recover its costs thereby
expended from the Servicer.
(e) Indemnification under this Article shall include,
without limitation, reasonable fees and expenses of counsel and expenses of
litigation. If the indemnifying party has made any indemnity payments pursuant
to this Article and the recipient thereafter collects any of such amounts from
others, the recipient shall promptly repay such amounts collected to the
indemnifying party, together with any interest earned thereon.
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(f) In performing the Service-Related Activities
contemplated by this Agreement, the Backup Servicer agrees to comply in all
respects with the applicable state and federal laws and will carry out such
activities with the same degree of care as that provided for the Servicer under
the Sale and Servicing Agreement. The Backup Servicer shall maintain all state
and federal licenses and franchises necessary for it to perform Service-Related
Activities. The Backup Servicer shall not have any Liability for any Error or
Continued Error by the Servicer, or for any error, inaccuracy or omission of the
Servicer before the Backup Servicer assumes the Service-Related Activities.
(g) Neither the Backup Servicer nor any of the directors
or officers or employees or agents of the Backup Servicer shall be under any
liability to the Servicer or any party to this Agreement or the Sale and
Servicing Agreement except as provided in this Agreement, for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement; provided, however, that this provision shall not protect the Backup
Servicer or any such person against any liability that would otherwise be
imposed by reason of a breach of this Agreement or willful misfeasance, bad
faith or gross negligence (excluding errors in judgment) in the performance of
duties, by reason of reckless disregard of obligations and duties under this
Agreement or any violation of law by the Backup Servicer or such person, as the
case may be. The Backup Servicer and any director, officer, employee or agent of
the Backup Servicer may conclusively rely and shall be fully protected in acting
or refraining from acting upon any document, certificate, instrument, opinion,
notice, statement, consent, resolution, entitlement order, approval or
conversation believed by it to be genuine and made by the proper person and upon
the advice or opinion of counsel or other experts selected by it. The Backup
Servicer shall not be liable for an error of judgment made in good faith by a
Responsible Officer of the Backup Servicer, unless it shall be proven that the
Backup Servicer was negligent in ascertaining the pertinent facts.
(h) The Backup Servicer shall maintain its existence and
rights as a corporation under the laws of the jurisdiction of its incorporation,
and will obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which the failure to so qualify would have
an adverse effect on the validity or enforceability of any Contract, Dealer
Agreement, this Agreement or on the ability of the Backup Servicer to perform
its duties under this Agreement.
(i) The provisions of this Section shall survive the
termination of this Agreement.
(j) The Backup Servicer shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, entitlement
order, approval or other paper or document.
(k) The Backup Servicer may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents, attorneys, custodians or nominees appointed with due care.
(l) To the extent that the Backup Servicer is not
indemnified by the Servicer pursuant to Section 2.2 hereunder and under the Sale
and Servicing Agreement, such amounts
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shall be reimbursable by the Issuer pursuant to Section 5.08(a) of the Sale and
Servicing Agreement.
SECTION 2.10. Monthly Backup Servicer's Certificate. Prior to the
Assumption Date, on or before 12:00 noon (New York City time) on the Business
Day preceding each Distribution Date, the Backup Servicer shall deliver or cause
to be delivered to the Class A Insurer and the Trust Collateral Agent a
certificate (the "Backup Servicer's Certificate"), in form and substance
satisfactory to the Class A Insurer, signed by an officer of the Backup
Servicer, stating that (i) the Backup Servicer has loaded the Servicer's Data
File as described in Section 2.1(a) on its hardware, (ii) a review of the
Servicer's Certificate for the related Distribution Date has been made under
such officer's supervision, (iii) the Backup Servicer has received the Live Data
File described in 2.6(c), and (iv) to such officer's knowledge, (x) the
electronic media is in readable form; (y) with respect to the review and
verification set forth in Section 2.2(a) and 2.2(b), the data on the Servicer's
Data File tie to the related Servicer's Certificate resulting in no
discrepancies between them, and (z) the Servicer's Certificate does not contain
any errors in accordance with the review criteria set forth in Section 2.2(a)
hereunder. If the preceding statements cannot be made in the affirmative, the
applicable officer shall state the nature of any and all anomalies,
discrepancies and errors, and indicate all actions it is currently taking with
the Servicer to reconcile and/or correct the same. Each Backup Servicer's
Certificate shall be dated as of the related Determination Date. Upon the
request of the Indenture Trustee, the Trust Collateral Agent or the Class A
Insurer, a Backup Servicer's Certificate shall be accompanied by copies of any
third party reports relied on or obtained in connection with the Backup
Servicer's duties hereunder. The Backup Servicer, with respect to the Backup
Servicer's Certificate, shall not be responsible for delays attributable to the
Servicer's failure to deliver information, defects in the information supplied
by the Servicer or other circumstances beyond the control of the Backup
Servicer. After the Assumption Date, the Backup Servicer shall deliver the
Servicer's Certificate in accordance with Section 4.09 of the Sale and Servicing
Agreement.
SECTION 2.11. Backup Servicer's Expenses. The Backup Servicer shall be
required to pay all expenses incurred by it in connection with its activities
hereunder, including fees and disbursements of independent accountants, taxes
imposed on the Backup Servicer and expenses incurred in connection with
distributions and reports to the Servicer, the Trust Collateral Agent and the
Class A Insurer. When the Backup Servicer incurs expenses after the occurrence
of a Servicer Default specified in Section 8.01 of the Sale and Servicing
Agreement or an Indenture Event of Default specified in Section 5.1 of the
Indenture, the parties hereto intend that such expenses constitute expenses of
administration under the Bankruptcy Code or any other applicable Federal or
State bankruptcy, insolvency or similar law.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
SECTION 3.1. Representations and Warranties of the Backup Servicer. The
Backup Servicer represents, warrants and covenants as of the date of execution
and delivery of this Agreement:
(a) Organization and Good Standing. The Backup Servicer
has been duly organized and is validly existing as a corporation in good
standing under the laws of Delaware,
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with power, authority and legal right to own its properties and to conduct its
business as such properties are currently owned and such business is currently
conducted, and had at all relevant times, and now has, power, authority and
legal right to enter into and perform its obligations under this Agreement or
the Sale and Servicing Agreement.
(b) Due qualification. The Backup Servicer is duly
qualified to do business as a foreign corporation in good standing, and has
obtained all necessary licenses and approvals, in all jurisdictions where the
failure to do so would materially and adversely affect the performance of its
obligations under this Agreement or the Sale and Servicing Agreement.
(c) Power and Authority. The Backup Servicer has the
power and authority to execute and deliver this Agreement and to carry out the
terms hereof; and the execution, delivery and performance of this Agreement have
been duly authorized by the Backup Servicer by all necessary corporate action.
(d) Binding Obligation. This Agreement shall constitute
the legal, valid and binding obligation of the Backup Servicer enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by equitable limitations on the
availability of specific remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
(e) No Violation. The execution and delivery of this
Agreement, the consummation of the transactions contemplated by this Agreement,
and the fulfillment of the terms hereof, shall not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time, or both) a default under, the certificate of
incorporation or bylaws of the Backup Servicer, or any indenture, agreement,
mortgage, deed of trust or other instrument to which the Backup Servicer is a
party or by which it is bound, or result in the creation or imposition of any
lien upon any of its properties pursuant to the terms of any such indenture,
agreement, mortgage, deed of trust or other instrument, other than this
Agreement, or violate any law, order, rule or regulation applicable to the
Backup Servicer of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Backup Servicer or any of its properties.
(f) No Proceedings. There are no proceedings or
investigations pending or, to the Backup Servicer's knowledge, threatened
against the Backup Servicer, before any court, regulatory body, administrative
agency or other tribunal or governmental instrumentality having jurisdiction
over the Backup Servicer or its properties: (i) asserting the invalidity of this
Agreement, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, or (iii) seeking any determination or ruling
that might materially and adversely affect the performance by the Backup
Servicer of its obligations under, or the validity or enforceability of, this
Agreement.
(g) The Backup Servicer is not required to obtain the
consent of any other party or any consent, license, approval or authorization,
or registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement.
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(h) Facilities. The Backup Servicer has adequate
facilities and employees in place to handle the following, in accordance with
its Collection Guidelines, including, but not limited to: (i) customer service
inquiries/responsibilities; (ii) collections on delinquent and charged-off
accounts; (iii) insurance monitoring and the making of claims with respect
thereto; (iv) creating the Servicer's Certificate; (v) repossession and other
legal actions; (vi) statements to performing accounts and other correspondence;
(vii) reconciliation of dealer holdback payments; (viii) inventory management;
(ix) maintenance of lock-box accounts; (x) electronic skip tracing; and (xi)
document storage and title maintenance.
(i) The Backup Servicer shall take all actions it deems
necessary to commence servicing within 30 days of receipt of written notice from
the Class A Insurer, including without limitation, hiring and training new
personnel and purchasing any necessary equipment.
(j) The Backup Servicer will keep gateways, hardware,
software, systems and the interface used to fulfill its obligations hereunder
up-to-date as necessary to ensure continuing compatibility with Credit
Acceptance's systems, utilized by Credit Acceptance in its capacity as Servicer,
and otherwise maintain a technology platform that will enable the Backup
Servicer to fulfill its obligations at all times, provided that the Backup
Servicer will not be responsible for ensuring compatibility with systems changed
or modified by Credit Acceptance unless Credit Acceptance notifies the Backup
Servicer of such changes or modifications.
(k) The Backup Servicer and all of its employees
performing the services described hereunder will perform such services in
accordance with industry standards applicable to the performance of such
services, and with the same degree of care as it applies to the performance of
such services for any assets which the Backup Servicer holds for its own
account.
(l) Upon a Backup Servicer Event of Default, the Backup
Servicer shall promptly notify the Class A Insurer, or, if a Class A Insurer
Default has occurred and is continuing, the Indenture Trustee who shall
distribute such notice to the Class A Noteholders, that a Backup Servicer Event
of Default has occurred.
ARTICLE 4
TERMINATION
SECTION 4.1. Backup Servicer Event of Default.
For purposes of this Agreement, any of the following shall
constitute a "Backup Servicer Event of Default":
(a) Failure on the part of the Backup Servicer duly to
observe or perform in any material respect any covenant or agreement of the
Backup Servicer set forth in this Agreement, which failure continues unremedied
for a period of 30 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Backup Servicer
by the Class A Insurer.
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(b) Any failure by the Backup Servicer (x) after the
Assumption Date to deposit to the Collection Account any amount required to be
deposited by the Servicer (except for any amounts required to be deposited by
the Servicer under Section 4.07 of the Sale and Servicing Agreement) and such
failure shall continue unremedied for a period of two (2) days or (y) to deliver
to the Trust Collateral Agent or the Class A Insurer the Backup Servicer's
Certificate on the related Distribution Date that shall continue unremedied for
a period of one (1) Business Day.
(c) The entry of a decree or order by a court or agency
or supervisory authority having jurisdiction in the premises for the appointment
of a conservator, receiver, or liquidator for the Backup Servicer in any
insolvency, readjustment of debt, marshalling of assets and liabilities, or
similar proceedings, or for the winding up or liquidation of its respective
affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days or the entry of any decree or order for
relief in respect of the Backup Servicer under any bankruptcy, reorganization,
compromise, arrangement, insolvency, readjustment of debt, or similar law,
whether now or hereafter in effect, which decree or order for relief continues
unstayed and in effect for a period of 60 consecutive days.
(d) The consent by the Backup Servicer to the appointment
of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar proceedings of or
relating to the Backup Servicer or relating to substantially all of its
property; or the admission by the Backup Servicer in writing of its inability to
pay its debts generally as they become due, the filing by the Backup Servicer of
a petition to take advantage of any applicable insolvency or reorganization
statute, the making by the Backup Servicer of an assignment for the benefit of
its creditors, or the voluntarily suspension by the Backup Servicer of payment
of its obligations.
(e) Any representation, warranty or statement of the
Backup Servicer made in this Agreement or any certificate, report or other
writing delivered by the Backup Servicer pursuant hereto shall prove to be
incorrect in any material respect as of the time when the same shall have been
made and, within 30 days after written notice thereof shall have been given to
the Backup Servicer by the Class A Insurer, the circumstances or condition in
respect of which such representation, warranty or statement was incorrect shall
not have been eliminated or otherwise cured.
SECTION 4.2. Consequences of a Backup Servicer Event of Default.
If a Backup Servicer Event of Default has occurred and is
continuing, the Class A Insurer may, by notice given in writing to the Backup
Servicer, terminate all of the rights and obligations of the Backup Servicer
under this Agreement. On or after the receipt by the Backup Servicer of such
written notice, all authority, power, obligations and responsibilities of the
Backup Servicer under this Agreement shall be terminated. The terminated Backup
Servicer agrees to cooperate with the Class A Insurer in effecting the
termination of the responsibilities and rights of the terminated Backup Servicer
under this Agreement.
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SECTION 4.3. Backup Servicing Termination.
Prior to the time the Backup Servicer receives a notice from
the Trust Collateral Agent that the Backup Servicer will become the Servicer,
the Backup Servicer may terminate this Agreement for any reason in its sole
judgment and discretion upon delivery of 90 days advance written notice to the
Class A Insurer or the Trust Collateral Agent of such termination.
SECTION 4.4. Return of Confidential Information.
Upon termination of this Agreement, the Backup Servicer shall,
at the direction of the Class A Insurer or the Trust Collateral Agent, promptly
return all written confidential information and any related electronic and
written files and correspondence in its possession as are related to this
Agreement and the Service-Related Activities contemplated hereunder. The Backup
Servicer shall provide reasonable access to its facilities and assistance to any
successor servicer or other party assuming the servicing responsibilities,
provided, however, that such access shall not unreasonably interfere with the
Backup Servicer conducting its day to day operations.
ARTICLE 5
MISCELLANEOUS
SECTION 5.1. Notices, Etc.
(a) On and after the Assumption Date, Credit Acceptance
and the Trust Collateral Agent hereby agree to provide to the Backup Servicer
all notices required to be provided to the Servicer pursuant to the Sale and
Servicing Agreement and the other Basic Documents, as well as a hard copy sent
by a nationally recognized courier service with item tracking capability.
(b) Except where telephonic instructions or notices are
authorized herein to be given, all notices, demands, instructions and other
communications required or permitted to be given to or made upon any party
hereto shall be in writing and shall be sent by facsimile transmission with a
confirmation of the receipt thereof and shall be deemed to be given for purposes
of this Agreement on the day that the receipt of such facsimile transmission is
confirmed in accordance with the provisions of this Section 5.1. Unless
otherwise specified in a notice sent or delivered in accordance with the
foregoing provisions of this Section, notices, demands, instructions (including
payment instructions) and other communications in writing shall be given to or
made upon the respective parties hereto at their respective addresses and
accounts indicated below, and, in the case of telephonic instructions or
notices, by calling the telephone number or numbers indicated for such party
below:
If to the Servicer:
Credit Acceptance Corporation
Silver Triangle Building
00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxx, Xx.
Telephone: (000) 000-0000 (ext. 884)
Telecopy: (000) 000-0000
17
If to the Trust Collateral Agent:
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Office
Telephone: (000) 000-0000
If to the Class A Insurer:
Radian Asset Assurance Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Chief Risk Officer and Chief Legal Officer
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
If to the Backup Servicer:
Systems & Services Technologies, Inc.
0000 Xxxxxxx Xxxx
Xx. Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx, President and Xxxxxx Xxxx,
Executive Vice President/General Counsel
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
SECTION 5.2. Successors and Assigns. This Agreement shall be binding
upon the Backup Servicer, and shall inure to the benefit of the Trust Collateral
Agent and the Class A Insurer and their respective successors and permitted
assigns; provided that the Backup Servicer shall not assign any of its rights or
obligations hereunder without the prior written consent of the Class A Insurer,
and any such assignment in contradiction of the foregoing shall be null and
void.
SECTION 5.3. No Bankruptcy Petition Against the Seller and the Issuer.
The parties hereto agree that until one year and one day after such time as the
Class A Notes issued under the Indenture are paid in full, they shall not (i)
institute the filing of a bankruptcy petition against the Seller or the Trust
based upon any claim in its favor arising hereunder or under the Basic
Documents; (ii) file a petition or consent to a petition seeking relief on
behalf of the Seller or the Trust under the Bankruptcy Law; or (iii) consent to
the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
similar official) of the Seller or the Trust or any portion of the property of
the Seller or the Trust. The parties hereto agree that all obligations of the
Issuer and the Seller are non-recourse to the Trust Property except as
specifically set forth in the Basic Documents.
SECTION 5.4. Class A Insurer Control Rights. Notwithstanding anything
herein or in any other Basic Document to the contrary, during the continuance of
a Class A Insurer Default, any voting, consent or control rights granted to the
Class A Insurer hereunder or under any other
18
Basic Document shall be suspended and shall instead be made by the Majority
Noteholders; provided, however, that upon the cure of the Class A Insurer
Default, such voting, consent and control rights shall be reinstated.
SECTION 5.5. Severability Clause. Any provisions of this Agreement
which are prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
SECTION 5.6. Amendments. This Agreement and the rights and obligations
of the parties hereunder may not be changed orally but only by an instrument in
writing signed by the parties hereto.
SECTION 5.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
SECTION 5.8. Counterparts. This Agreement may be executed in any number
of copies, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.
SECTION 5.9. Headings. Section headings used in this Agreement are for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Servicer, the Class A Insurer, the
Backup Servicer, the Trust Collateral Agent, the Issuer and the Seller have
caused this Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.
CREDIT ACCEPTANCE CORPORATION,
as Servicer
By: /S/ Xxxxxxx X. Xxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer & Treasurer
RADIAN ASSET ASSURANCE INC.,
as Class A Insurer
By: /S/ Xxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
SYSTEM & SERVICES TECHNOLOGIES, INC.,
as Backup Servicer
By: /S/ Xxxxxx X. Xxxx
------------------------------------------------
Name: Xxxxxx X. Xxxx
Title: EVP/Secretary/General Counsel
JPMORGAN CHASE BANK,
as Trust Collateral Agent
By: /S/ Xxxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trust Officer
CREDIT ACCEPTANCE AUTO DEALER LOAN
TRUST 2003-1, as Issuer
By: Wachovia Bank of Delaware, National Association,
not in its individual capacity but solely as Owner
Trustee
By: /S/ Xxxxxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
CREDIT ACCEPTANCE FUNDING LLC 2003-1,
as Seller
By: /S/ Xxxxxxx X. Xxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: VP Finance & Treasurer
Exhibit I
Backup Servicer Certification
