0000885550-14-000061 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • September 30th, 2014 • Credit Acceptance Corp • Personal credit institutions • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT dated as of September 25, 2014 between CREDIT ACCEPTANCE FUNDING LLC 2014-2, a Delaware limited liability company (the “Seller”), each of the members of the Board of Trustees of the Trust and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Owner Trustee (solely in such capacity and not in its individual capacity, the “Owner Trustee”).

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SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • September 30th, 2014 • Credit Acceptance Corp • Personal credit institutions • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of September 25, 2014 (the “Agreement”), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation (“CAC”) and CREDIT ACCEPTANCE FUNDING LLC 2014-2, a Delaware limited liability company (“Funding”).

AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Amended and Restated Intercreditor Agreement • September 30th, 2014 • Credit Acceptance Corp • Personal credit institutions • New York

This Amended and Restated Intercreditor Agreement (this “Agreement”), dated September 25, 2014, is among Credit Acceptance Corporation (“CAC”), CAC Warehouse Funding Corporation II (“Warehouse Funding II”), CAC Warehouse Funding LLC IV (“Warehouse Funding IV”), CAC Warehouse Funding LLC V (“Warehouse Funding V”), Credit Acceptance Funding LLC 2014-2 ("Funding 2014-2"), Credit Acceptance Funding LLC 2014-1 ("Funding 2014-1"), Credit Acceptance Funding LLC 2013-2 ("Funding 2013-2"), Credit Acceptance Funding LLC 2013-1 (“Funding 2013-1”), Credit Acceptance Funding LLC 2012-2 (“Funding 2012-2”), Credit Acceptance Funding LLC 2012-1 (“Funding 2012-1”), Credit Acceptance Auto Loan Trust 2014-2 (the "2014-2 Trust"), Credit Acceptance Auto Loan Trust 2014-1 (the "2014-1 Trust"), Credit Acceptance Auto Loan Trust 2013-2 (the "2013-2 Trust"), Credit Acceptance Auto Loan Trust 2013-1 (the “2013-1 Trust”), Credit Acceptance Auto Loan Trust 2012-2 (the “2012-2 Trust”), Credit Acceptance Auto Loan

CREDIT ACCEPTANCE AUTO LOAN TRUST 2014-2 $273,000,000 CLASS A ASSET BACKED NOTES $76,000,000 CLASS B ASSET BACKED NOTES $1,000,000 CLASS C ASSET BACKED NOTES INDENTURE Dated as of September 25, 2014
Credit Acceptance Corp • September 30th, 2014 • Personal credit institutions • New York

INDENTURE dated as of September 25, 2014, between CREDIT ACCEPTANCE AUTO LOAN TRUST 2014-2, a Delaware statutory trust (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trust collateral agent (the “Trust Collateral Agent”) and as indenture trustee (the “Indenture Trustee”).

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