EXHIBIT 10(d)10
[GRAPHICS]
EXHIBIT 10(d)10
PURCHASE PROGRAM AGREEMENT
RECITALS
Dealor Lot Number
-----------------
RECITALS
WHEREAS, Credit Acceptance Corporation ("Credit Acceptance") is an indirect
consumer finance company that accepts assignment of Contracts;
WHEREAS ____________________________________________________________(hereinafter
"Dealer") is a automobile dealership licensed to sell motor vehicles and/or
light trucks to consumers at the sales location stated at the end of this
Agreement. As part of the Dealer's business it regularly sells vehicles to
consumers on credit.
WHEREAS, Dealer desires to sell Contracts to Credit Acceptance under the terms
and conditions of this Agreement.
WHEREAS, Credit Acceptance agrees to purchase Contracts submitted in accordance
with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless
otherwise stated, shall have the following meanings:
"ACTUAL CASH VALUE" means the net cash value, with no over allowance, of the
vehicle traded in by Obligor as Down Payment towards the purchase of a Financed
Vehicle.
"AGREEMENT" means this Purchase Program Agreement whereby Dealer can sell
Contracts to Credit Acceptance.
"CAPS" refers to any Internet based credit approval processing system that
Credit Acceptance may make available to Dealer.
"CONFIDENTIAL INFORMATION" means all confidential and/or secret information
concerning Credit Acceptance including, but not limited to, this Agreement, the
Program, Credit Acceptance Property, Documentation, customer lists, dealer
lists, obligor personal identifiable information, and all information developed
by and/or for Credit Acceptance and/or its affiliates, whether now owned or
hereafter obtained, concerning plans, marketing and sales methods, information
systems and Internet processes (including CAPS), customer relationships,
materials, and procedures utilized by Credit Acceptance and/or its affiliates,
business forms, costs, prices, suppliers, information concerning past, present
or future contractors, representatives and past, present and/or future customers
of Credit Acceptance and/or its affiliates, plans for development of new or
existing products, services and expansion into new areas or markets, internal
operations and any variations, trade secrets, proprietary information and other
confidential information of any type together with all written, graphic, video
and other materials relating to all or any part of the same. Confidential
Information shall not include any information (a) which has been published or
became part of the public domain other than by acts or omissions of the Dealer
in violation of this Agreement, (b) was in the possession of the Dealer at the
time of disclosure to Credit Acceptance, (c) was received by Dealer from a third
party who had a lawful right to disclose such information, (d) was independently
developed by Dealer, or (e) is required by applicable law, rule, regulation or
order to be disclosed to a third party. To the extent that the Dealer is
compelled to disclose Confidential Information to a third party, it agrees to
provide Credit Acceptance reasonable notice of the pending disclosure so that
Credit Acceptance can take any action it deems necessary and appropriate with
respect to the disclosure.
"CONTRACT" means a retail installment or conditional sales contract, promissory
note, and security agreement that evidence an Obligors agreement to purchase a
Financed Vehicle over time.
"CONTRACT FILES" means all writings, including, but not limited to, an executed
copy of the Contract, credit application, privacy disclosure, discount
disclosure and all documents used to establish Obligor's proof of residency,
proof of employment or proof of insurance; and all other documents required by
Credit Acceptance relating to the sale, purchase and financing of a Financed
Vehicle.
"CREDIT ACCEPTANCE PROPERTY" means all tangible and intangible property owned by
Credit Acceptance, including, but not limited to Company names, trademarks and
copyrighted material including names, logos, slogans and service marks,
Documentation, signs, brochures, posters or other tangible or intangible
property relating to the Program, whether registered or unregistered. CREDIT
ACCEPTANCE WE CHANGE LIVES! (and Design); WE CHANGE LIVES!; the Check Box
Design; and ASK OTTO (and Design) are registered service marks owned by Credit
Acceptance Corporation. ASK ABOUT OUR GUARANTEED CREDIT APPROVAL (and Design),
and OTTO (and Design) marks, are trademarks or service marks owned by Credit
Acceptance Corporation.
"DOCUMENTATION" means all operational and procedural literature created and
offered by Credit Acceptance that relates to or affects the Program, (including
all CAPS screen shots and other CAPS content) and shall include all updates, new
releases, improvements or derivative works provided to Dealer from time to time.
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
EXHIBIT 10(d)10
"DOWN PAYMENT" means the amount of "cash" plus the Actual Cash Value of any
"trade" paid by an Obligor with respect to the purchase of a Financed Vehicle.
"EFFECTIVE DATE" means the execution date of this Agreement as written on the
signature page hereof.
"FINANCED VEHICLE" means an automobile or light truck, together with all
accessions thereto, securing an Obligor's indebtedness under a Contract.
"OBLIGOR" means the purchaser or the co-purchaser of a Financed Vehicle or any
other Person who owes payments under the Contract.
"PROGRAM" means the financing program offered by Credit Acceptance to Dealers
whereby Dealers can offer financing to consumers with limited access to credit.
"PURCHASED CONTRACT" means a Contract that Credit Acceptance has purchased from
Dealer in accordance with the terms and conditions of this Agreement.
"PURCHASE PRICE" means the amount of money that Credit Acceptance will pay for a
Contract from time to time.
"QUALIFYING CONTRACT" means a Contract that meets the following specifications:
(i) it has not been rescinded; is not in default; is owned by Dealer free and
clear of all liens, claims, options, encumbrances and security interests (other
than the security interest in favor of Credit Acceptance) and is in all other
respects to the best of the Dealer's knowledge a valid, binding and enforceable
obligation of the Obligor at the time the Contract is to be assigned to Credit
Acceptance;
(ii) it complied at the time it was originated or made, and is currently in
compliance in all respects, with all requirements of applicable federal, state
and local laws and regulations thereunder, including, usury laws, the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing
Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
Federal Trade Commission Act, the Magnuson - Moss Warranty Act,
Gramm-Leach-Bliley Act, Title V, The Patriot Act, Federal Reserve Board
Regulations B, M and Z, state adaptations of the National Consumer Act, the
Uniform Commercial Code and of the Uniform Consumer Credit Code and any other
consumer credit or equal opportunity disclosure;
(iii) that the Dealer has used its best efforts to make certain that the
identity of the Obligor is accurate;
(iv) Dealer has taken all the steps required by law to enable the Obligor to
register and title the Financed Vehicle in his/her name, and has taken all the
steps necessary to insure that Credit Acceptance has a first and prior perfected
security interest in the Financed Vehicle securing the performance of the
Obligor under the Contract;
(v) Dealer verified at delivery the Financed Vehicle was adequately insured with
a policy or policies covering damages, destruction, and theft and such policies
name Credit Acceptance as a loss payee;
(vi) Dealer has delivered the motor vehicle and the motor vehicle satisfied all
warranties, express or implied, made to the Obligor; and
(vii) all amounts to be paid by the Obligor at the time of closing have in fact
been paid and the Down Payment disclosed on the credit application and Contract
are consistent and the Down Payment is made in accordance with Section 4.01 (a)
of this Agreement.
(viii) Dealer has not made any charge, including documentary or processing
charges, which Dealer does not make in a cash transaction other than amounts
disclosed as finance charges, insurance and filing fees or other costs paid to
public officials to perfect Credit Acceptance's lien in a Financed Vehicle.
ARTICLE II
SUBMISSION OF CONTRACTS
2.01 PROCEDURES
(a) Dealer may submit Contracts to Credit Acceptance for purchase under the
terms of this Agreement. Submission of such a Contract to Credit Acceptance
constitutes a representation and warranty by Dealer that such Contract complies
with the terms and conditions of this Agreement. Dealer acknowledges that Credit
Acceptance in under no obligation to purchase any Contract at any time and may
discontinue purchasing Contracts at any time at Credit Acceptance's sole
discretion.
(b) If Credit Acceptance issues an approval number with respect to a Contract,
Dealer shall deliver the Contract Files to Credit Acceptance and assign such
Contract and Dealer's security interest in the Financed Vehicle to Credit
Acceptance. Upon the request of Credit Acceptance, Dealer will furnish Credit
Acceptance with any additional powers of attorney and other documents that
Credit Acceptance deems necessary or appropriate to enable Credit Acceptance to
further perfect its interests in a Purchased Contract or Financed Vehicle.
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
EXHIBIT 10(d)10
Absent Default as set forth in Article V, the assignment is without recourse to
the general assets of Dealer. Dealer is not a guarantor of a Contract that has
been assigned to Credit Acceptance. As such, Dealer is not entitled to receive
any statutory notices concerning Credit Acceptance's collection of a Contract,
such as a post repossession notice (Uniform Commercial Code) or any other
statutory notice.
(c) Credit Acceptance's issuance of an approval number shall not be deemed to be
acceptance of a Contract for purchase hereunder. Acceptance of a Contract shall
occur only at such time as Credit Acceptance receives and approves the related
Contract Files and delivers the Purchase Price in accordance with Article III of
this Agreement.
(d) If Credit Acceptance purchases a Contract it shall be deemed a Purchased
Contract under this Agreement and property of Credit Acceptance. Credit
Acceptance is hereby authorized and empowered to endorse Dealer's name on any
payments made payable to Dealer provided that payment relates to a Purchased
Contract. Credit Acceptance is also authorized to execute and deliver, in Credit
Acceptance's own name, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, and all other comparable
instruments, with respect to the Purchased Contract or to the Financed Vehicles.
(e) Upon early termination of a Purchased Contract, Dealer understands that the
Obligor may be entitled to a refund of an amount equal to the unused portion of
any premium collected by Dealer or otherwise received by Dealer in connection
with the sale of any ancillary product, including GAP products, property
insurance, credit life and credit life accident and health insurance, and
warranty or service contracts. Any refund will be calculated in accordance with
the product policy or as required by applicable law. Dealer will pay any refund
in its possession to Credit Acceptance or Obligor as directed by Credit
Acceptance.
(f) Dealer understands that a factor in determining the Purchase Price offered
by Credit Acceptance as set forth in Section 3.01 is, among other things, the
historical collection performance of all Contracts ever assigned to Credit
Acceptance under this Agreement, or any other agreement it has with Credit
Acceptance. As such, Dealer is encouraged to monitor the collection performance
of the Contracts and to communicate information to Credit Acceptance, including
location information on Obligors, to the extent that Dealer believes that the
information will assist Credit Acceptance in the collection of a Purchased
Contract.
(g) If an Obligor makes any payments due under a Contract to Dealer after the
Contract has been purchased by Credit Acceptance under this Agreement, Dealer
will immediately notify Credit Acceptance that the payment was received and
shall immediately forward the payment to Credit Acceptance.
ARTICLE III
PURCHASE PRICE
3.01 PURCHASE OF CONTRACTS
(a) If Credit Acceptance approves a Contract in accordance with the provisions
of Section 2.01 of this Agreement, Credit Acceptance will pay the Dealer the
Purchase Price, said Purchase Price determined by the applicable funding program
in use and offered by Credit Acceptance to Dealer at the time the Contract is
submitted to Credit Acceptance.
(b) Dealer acknowledges that the Purchase Price encompasses the entire payment
it is to receive from Credit Acceptance for the purchase of a Contract. Once
Credit Acceptance tenders the Purchase Price to Dealer, the Contract shall
become a Purchased Contract and all the Dealers rights, title and interests in
the Contract and the Financed Vehicle become the exclusive property of Credit
Acceptance.
ARTICLE IV
DEALER REPRESENTATIONS
4.01 DEALER REPRESENTATIONS AND WARRANTIES
Dealer makes the following representations on which Credit Acceptance is relying
in entering into this Agreement with Dealer, and each request by Dealer to
Credit Acceptance to purchase a Contract under Agreement will act as a
reaffirmation that each Contract is a Qualifying Contract and the following
representations:
(a) DOWN PAYMENT. Dealer understands that the amount of Down Payment paid by the
Obligor is an integral element of the Program and that Dealer must not
misrepresent the amount of the Down Payment paid by the Obligor in connection
with the purchase of a Financed Vehicle. To the extent that Dealer accepts a
vehicle in trade towards, in whole or in part, the Obligor's Down Payment,
Dealer agrees to apply only the Actual Cash Value of that vehicle to the trade
in amount. Dealer agrees to disclose on credit applications any and all rebates
and source of Down Payment, if known by Dealer. Dealer warrants not to purchase
any item, transfer funds, include any post dated checks, rebates, side notes or
installment notes to Obligor for use as Down Payment or for any other reason
related to purchase, and that the Down Payment has been collected in full prior
to assignment to Credit Acceptance;
(b) ORGANIZATION IN GOOD STANDING. Dealer is duly organized and is validly
existing as a legal entity (corporation, partnership, sole
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
EXHIBIT 10(d)10
proprietor, LLC, etc.) and is in good standing under the laws of the state in
which it operates, with full power and authority to own its properties and to
conduct its business, and had at all relevant times, and shall have power,
authority, and legal right to execute and sell Contracts to Credit Acceptance.
Dealer is duly qualified to do business and has obtained all necessary licenses
and approvals in all jurisdictions in which the ownership or lease of property
or the conduct of its business requires such qualification. The individual
signing this Agreement on behalf of Dealer has the power and authority to
execute and deliver this Agreement and to carry out its terms and the execution
on behalf of Dealer;
(c) BINDING OBLIGATIONS. This Agreement constitutes a legal, valid, and binding
obligation of Dealer enforceable in accordance with its terms;
(d) BROKERS AND FINDERS. Before submitting any Contract to Credit Acceptance,
Dealer will disclose to Credit Acceptance any agreement it has to pay any
brokerage fees, agent commissions, finders fees, or "bird dog" fees in
connection with the transactions contemplated herein; and
(e) NON-RELIANCE. Dealer has independently and without reliance upon Credit
Acceptance, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the financial
condition and creditworthiness of each Obligor and made its own decision to
enter into a Contract with such Obligor.
ARTICLE V
TERM, TERMINATION, AND DEFAULT
5.01 TERM
This Agreement shall remain in effect from the Effective Date until terminated
in accordance with the terms set forth below.
5.02 TERMINATION BY DEALER OR CREDIT ACCEPTANCE
The Dealer can cease submitting Contracts to Credit Acceptance at any time.
Credit Acceptance may terminate this Agreement with respect to acceptance of all
future Contracts at any time.
5.03 DEFAULT
Dealer understands the importance of assigning only those Contracts to Credit
Acceptance that are in compliance with applicable law and are otherwise in
compliance with the terms and conditions of this Agreement. To the extent that
Credit Acceptance discovers that a Contract assigned to Credit Acceptance
violates applicable law or violates a terms of this Agreement, Dealer, within 30
days after notice of the violation by Credit Acceptance, shall cure the
violation. If the violation cannot be cured as a matter of law; or if the Dealer
does not cure the violation within 30 days notice; Dealer agrees to repurchase
the subject Contract from Credit Acceptance. If Dealer is required to repurchase
a Contract in accordance with this Section 5.03, the following shall occur:
(a) Dealer shall
(i) Pay Credit Acceptance a $500 termination fee plus one of the following
amounts:
a. For a pre-computed Contract, the gross balance then owing on the
Contract, including any amount advanced to purchase insurance or
to the otherwise preserve the Financed Vehicle or Credit
Acceptance's interest therein because the Obligor has failed to
perform all of his, her or its obligations under the Contract,
less the amount of any unearned finance charges or, insurance
premium, calculated as provided in the Contract through the date
of payment by Dealer.
b. For a Simple Interest Contract, the amount then owed by the
Obligor under the Contract, which amount shall equal the then
unpaid principal balance, including any amount added to the
principal balance because Credit Acceptance has purchased
insurance or expended funds to preserve the Financed Vehicle or
Credit Acceptance's interest therein because the Obligor has
failed to perform all of his, her or its obligations under the
Contract, plus any accrued but unpaid interest through the date
of payment by Dealer, less the amount of any unearned insurance
premium.
(ii) Reimburse Credit Acceptance for any collection or repossession
expenses, including the return of customer payments and payment of
attorney's fees in connection with a Contract to be repurchased by
Dealer.
(b) Credit Acceptance will, upon receipt of all amounts due under this Section
5.03, re-assign the Contract to Dealer and will execute the necessary
documentation transferring Credit Acceptance's lien in the Financed Vehicle
to Dealer.
(c) Dealer agrees to defend, indemnify, protect, save, keep, and hold Credit
Acceptance and its affiliates, and their respective shareholders,
directors, officers, employees, representatives, agents, servants,
successors and assigns harmless from and against any and all, claims,
losses, liabilities, damages, injuries, costs, expenses, attorneys' fees,
court costs and other amounts arising out of or resulting from any
collection or servicing activities on any Contracts that take place by any
party other than Credit Acceptance after the Contracts have been
re-assigned to Dealer in accordance with this Section 5.03.
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
EXHIBIT 10(d)10
5.04 EFFECT OF TERMINATION
Sections 2.01 (e) and (g); 5.03 and Article VI shall survive termination of this
Agreement.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.01 GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of
Michigan and the obligations, rights, and remedies of the parties under this
Agreement shall be determined in accordance with such laws.
6.02 NOTICES
All demands, notices, and communications under this Agreement shall be in
writing, personally delivered or mailed by first-class mail. Notices to Dealer
shall be sent to the corporate address specified on the last page of this
Agreement. Notices to Credit Acceptance shall be sent to the following address:
Credit Acceptance, Attention Dealer Notices, P.O. Box 5070, Southfield, MI
48086-5070. Either party may change this address upon written notice to the
other party. All notices shall be deemed received on the fifth day following
deposit with the U.S. Mail, certified or registered, postage pre-paid and
addressed as set forth in this Section 6.02.
6.03 SEVERABILITY OF PROVISIONS; UNENFORCEABILITY
If any one or more of the provisions of this Agreement shall be for any reason
whatsoever held invalid, then such provisions shall be deemed severable from the
remaining provisions of this Agreement or the rights of the Dealer or Credit
Acceptance. If for any reason a court determines that any part of any of the
provisions of this Agreement is unreasonable in scope or otherwise
unenforceable, such provision(s) will be deemed modified and fully enforceable,
as so modified, to the extent determined by the court to be reasonable under the
circumstances.
6.04 CONFIDENTIALITY
Except as required for Dealer to conduct its regular daily business with Credit
Acceptance, Dealer shall not at anytime, disclose, disseminate, transfer and/or
use, or permit anyone else to disclose, disseminate, transfer and/or use, any
Confidential Information of Credit Acceptance. Dealer acknowledges that the
Confidential Information of Credit Acceptance is valuable, special and unique to
Credit Acceptance's business and on which such business depends, and is
proprietary to Credit Acceptance and its affiliates, and that Credit Acceptance
has protected and wishes to continue to protect the Confidential Information by
keeping it secret and confidential for the sole use and benefit of Credit
Acceptance and its affiliates. Upon termination of this Agreement without the
necessity of any request from Credit Acceptance, or at any other time Credit
Acceptance may in writing so request, Dealer shall promptly deliver to Credit
Acceptance all materials concerning any Confidential Information, copies thereof
and any other materials of Credit Acceptance and/or its affiliates which are in
Dealer's possession or under Dealer's control, and Dealer shall not make or
retain any copy, draft or extract thereof which has been made at any time. The
obligations of Dealer under this Section 6.04 shall survive the termination (for
any reason) or breach of this Agreement. Dealer agrees that Credit Acceptance
shall be entitled, as a matter of law, without the need to prove irreparable
injury, to an injunction, restraining order or other equitable relief from any
court of competent jurisdiction, restraining any violation or threatened
violation of this Section 6.04 by Dealer.
6.05 INDEMNIFICATION
(a) Dealer will defend, indemnify, and hold harmless Credit Acceptance from and
against any and all costs, expenses, losses, damages, claims and liabilities
(including attorneys' fees, and all expenses of litigation) arising out of or
resulting from:
(i) any claims by the Obligor with respect to the condition or
operation of the Financed Vehicle and the purchase thereof; and the
preparation of the Contract assigned to Credit Acceptance;
(ii) any breach of any of the representations, warranties or
agreements made by Dealer in this Agreement;
(iii) any taxes that are the obligation of Dealer that may at any time
be asserted against Credit Acceptance with respect to the transactions
contemplated herein (other than taxes measured by the net income of
Credit Acceptance), including, without limitation any sales, gross
receipts, general corporation, tangible or intangible personal
property, privilege, or license taxes; and
(iv) if any insurance or extended service or warranty agreement
written in connection with any Contract is canceled and any unearned
or returned premium or charge is refunded to the Obligor by Dealer or
credited to Obligor by Dealer, Dealer agrees to pay the same amount to
Credit Acceptance.
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
EXHIBIT 10(d)10
(b) In the event that any claim, action, proceeding or lawsuit is brought
against Dealer that seeks damages from Dealer based upon allegations that relate
solely to the negligence of Credit Acceptance in the collection of a Contract,
Credit Acceptance will defend, indemnify, and hold harmless Dealer from and
against any and all costs, expenses, losses, damages, claims and liabilities,
including reasonable attorney fees, arising out of or resulting from that claim,
action, proceeding or lawsuit. Dealer shall promptly notify Credit Acceptance in
writing of such claim or threatened claim. Notice should be sent to the address
contained in this Agreement. Credit Acceptance shall have complete control of
the defense of said lawsuit and can, at its sole discretion, negotiate any
settlement. Dealer shall have the right to be represented by counsel of its
choice, at its own expense. Dealer shall not be entitled to any exemplary or
punitive damages from or against Credit Acceptance.
6.06 ARBITRATION
Any disputes and differences arising between the parties in connection with or
relating to this Agreement or the parties relationship with respect hereto shall
be settled and finally determined by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. The
arbitration shall be conducted by three arbitrators, one of whom shall be
selected by Dealer, one selected by Credit Acceptance and the third by the two
arbitrators so selected. Each party shall notify the other party of the
arbitrators selected by it within 30 days of a written request from one party to
the other for arbitration. In the event either party shall fail to select an
arbitrator or fail to notify the other party of the arbitrator that it has
selected within such time period, the arbitrator so selected by the other party
shall select a second arbitrator. The decision and award of the arbitrators
shall be in writing, and shall be final and binding upon the parties hereto.
Judgment upon the award may be entered in any court having jurisdiction thereof
or any application may be made to such court for judicial acceptance of or award
in order of enforcement, as the case may be. Claims brought by Credit Acceptance
will be arbitrated in the state where Dealer is located. Claims brought by
Dealer shall be brought in Oakland County Michigan. Notwithstanding the
foregoing, Credit Acceptance shall be entitled to seek equitable relief under
Section 6.04 of this Agreement, in any court of record in the state where the
Dealer is located.
6.07 RIGHTS CUMULATIVE / WAIVER/FORCE MAJEURE
All rights and remedies from time to time conferred upon or reserved to Credit
Acceptance are cumulative, and none is intended to be exclusive of another. No
delay or omission in insisting upon the strict observance or performance of any
provision of this Agreement, or in exercising any right or remedy, shall be
construed as a waiver or relinquishment of such provision, nor shall it impair
such right or remedy. Neither Credit Acceptance nor the Dealer shall be
responsible for any failure to perform its obligations under this Agreement due
to causes beyond its reasonable control, including but not limited to acts of
God, war, riot, terrorism, acts of civil or military authorities, fire, floods
or accidents.
6.08 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
genders; 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; and the term
"including" means "including without limitation".
6.09 ASSIGNMENT
This Agreement shall inure to the benefit of Credit Acceptance and the Dealer
and each of their permitted successors and assigns. Notwithstanding anything in
this Agreement to the contrary, the Dealer may not assign its rights under this
Agreement without the prior written consent of Credit Acceptance.
6.10 MERGER OR CONSOLIDATION OF CREDIT ACCEPTANCE
Any corporation into which Credit Acceptance may be merged or consolidated;
which may result from any merger, conversion, or consolidation to which Credit
Acceptance shall be a party; or which may succeed to the business of Credit
Acceptance, shall be the successor to this Agreement without any further act on
the part of any of the parties to this Agreement.
6.11 AUDIT
Dealer agrees to allow Credit Acceptance or its designee access, during regular
business hours, but no more than once in any one calendar year, to audit
Dealer's internal records relating to Contracts assigned to Credit Acceptance
under this Agreement, including individual deal jackets, recap sheets, general
ledger, bank statements, cash receipt books and journals, repair order,
reconditioning reports and any other documents deemed necessary by Credit
Acceptance for use in conducting its audit.
6.12 NO FRANCHISE
Nothing in this Agreement is intended to grant or grants to Dealer any right to
offer, sell or distribute any products or services in the name of or on behalf
of Credit Acceptance. Dealer is free to sell cars on cash or credit and to sell
or assign the corresponding retail installment contract to any Person of its
choice.
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
EXHIBIT 10(d)10
6.13 ANNOUNCEMENTS, TRADE MARKS, SERVICE MARKS, COPYRIGHT AND ADVERTISING
Dealer will not issue any external announcements, press releases or advertising,
whether verbal or written, in any way pertaining to the subject matter of this
Agreement without first obtaining the prior written consent of Credit
Acceptance. Neither Dealer nor Credit Acceptance shall use or refer to any name,
mark, symbol or other trade identity of the other in any advertisement, press
release or other communication without first obtaining the prior written consent
of the other. Credit Acceptance hereby grants Dealer a non-exclusive,
non-transferable right to use Credit Acceptance Property in the form and manner
approved by Credit Acceptance. Dealer agrees to permit representatives of Credit
Acceptance onto Dealer's premises during regular business hours to inspect
Dealer's use of Credit Acceptance Property. Dealer agrees to not copy, modify,
lease, license, sublicense, sell, assign, distribute, disclose or transfer
Credit Acceptance Property, in whole or in part. Dealer shall not create any
derivative work from, or adaptations of Credit Acceptance Property. Dealer will
not apply to register any name, which includes Credit Acceptance Property as an
Internet domain name without Credit Acceptance's written approval. Dealer agrees
to change or discontinue the use of any Credit Acceptance Property upon request
by Credit Acceptance. In the event that this Agreement is terminated; or if the
Dealer ceases doing business; or at Credit Acceptance's request; Dealer agrees
to immediately cease use of all Credit Acceptance Property in the operation of
its business. Furthermore, Dealer agrees not to use, either directly or
indirectly, any marks or symbols that are confusingly similar to Credit
Acceptance Property in a manner that Credit Acceptance believes will confuse or
deceive the public.
6.14 WAIVER OF JURY TRIAL
In the event that Section 6.06 is found unenforceable, Dealer and Credit
Acceptance after consulting or having had the opportunity to consult with
counsel, knowingly, voluntarily and intentionally waives any right they may have
to a trial by jury in any litigation based upon or arising out of this Agreement
or any course of conduct, dealing, statements (whether oral or written), or
actions of Dealer or Credit Acceptance. Dealer shall not seek to consolidate, by
counterclaim or otherwise any such action in which a jury trial cannot be or has
not been waived.
6.15 CONTRACT FORMS AND CALCULATIONS
Credit Acceptance may make available to Dealer state specific blank contract
forms for each state in which Dealer operates. Dealer accepts these blank
contract forms without warranty of any kind whatsoever from Credit Acceptance,
including the implied warranty of merchantability. Dealer should satisfy itself
that the blank contract forms and the computational information it places in the
blank contract forms is accurate and in compliance with all applicable laws. If
Dealer desires to use blank contract forms supplied by a different source, it
must first receive written authorization from Credit Acceptance.
6.16 INFORMATION SECURITY
Dealer and Credit Acceptance each shall implement and maintain physical,
electronic, and procedural safeguards as may be required from time to time to
protect all information and data relating to the Obligors. Such safeguards
shall, at a minimum, comply with applicable federal, state and local laws and
regulations.
6.17 INDEPENDENCE
Notwithstanding any provision to the contrary elsewhere in this Agreement,
Credit Acceptance is acting as an independent contractor, and shall have no
duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with Dealer, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist with respect to Credit Acceptance. Furthermore,
Dealer, including without limitation, its employees and salespersons, have not
represented to the public that it is an agent of Credit Acceptance; Credit
Acceptance expressly disclaims any implied agency relationship with Dealer.
6.18 COMPLETE AGREEMENT
This Agreement contains the complete agreement of the parties with respect to
the purchase of Contracts and is intended to supersede and replace any other
agreements (whether written or oral), with respect to the purchase of Contracts.
Unless otherwise stated herein, this Agreement may not be altered or amended
without the written consent of both parties.
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
EXHIBIT 10(d)10
[Rest of this page intentionally left blank]
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007
(C)2007 Credit Acceptance Corporation
All Rights Reserved
February 2007
EXHIBIT 10(d)10
DEALER LOT NUMBER
70J
-----------------
EFFECTIVE DATE: ______________________________________
SECTION 1 (TO BE COMPLETED BY CREDIT ACCEPTANCE)
CREDIT ACCEPTANCE CORPORATION
By: _______________________________________________
Its: _______________________________________________
(Title)
SECTION 2 (TO BE COMPLETED BY DEALER)
(Dealership
Legal Name): David Williams
(D/B/A) or Assumed Name: Select Auto Sales
By: ______________________________________________
(Signature)
By: ______________________________________________
(Print)
Its: _____________________________________________
(Title)
SECTION 3 (TO BE COMPLETED BY DEALER)
DEALERSHIP'S SALES LOCATION
STREET ADDRESS: ________________________________________________________________
________________________________________________________________________________
CITY: __________________________ STATE: _________________ ZIP: _________________
SECTION 4 (TO BE COMPLETED BY DEALER)
DEALERSHIP'S CORPORATE ADDRESS
[ ] CHECK IF SAME AS SALES LOCATION
STREET ADDRESS: ________________________________________________________________
________________________________________________________________________________
CITY: __________________________ STATE: _________________ ZIP: _________________
(C)2007 Credit Acceptance Corporation
All Rights Reserved
March 2007