10.07.2015 Views

American Credit Acceptance Receivables Trust Series 2012-3

American Credit Acceptance Receivables Trust Series 2012-3

American Credit Acceptance Receivables Trust Series 2012-3

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Nov. 26, <strong>2012</strong>SEC Rule 17g-7SEC Rule 17g-7 requires anNRSRO, for any reportaccompanying a credit ratingrelating to an asset-backedsecurity as defined in the Rule,to include a description of therepresentations, warrantiesand enforcement mechanismsavailable to investors and adescription of how they differfrom the representations,warranties and enforcementmechanisms in issuances ofsimilar securities.This is Standard &Poor‟s Ratings Services‟17g-7 Disclosure Reportfor the transaction shownin the title above.<strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong><strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3Asset-backed notes series <strong>2012</strong>-3Primary <strong>Credit</strong> Analyst:Sunny Park, New York, (1) 212-438-4718sunny_park@standardandpoors.comSecondary Contact:Amy S Martin, New York, (1) 212-438-2538amy_martin@standardandpoors.comSurveillance <strong>Credit</strong> Analyst:Mark Risi, New York, (1) 212-438-2588mark_risi@standardandpoors.comAs required by SEC Rule 17g-7, this report includes only those representations, warrantiesand enforcement mechanisms available to investors. This report does not includerepresentations and warranties without a corresponding enforcement mechanism or remedy inthe transaction documents that may be exercised by investors (or their representatives).


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3Table 1No. Benchmark TransactionRepresentations and warranties1 The Seller [Originator] makes the following representationsand warranties as to the <strong>Receivables</strong> on which thePurchaser [Intermediary] is deemed to have relied inacquiring the <strong>Receivables</strong>. Such representations andwarranties speak as of the Cutoff Date and as of theClosing Date (unless, by its terms a representation orwarranty speaks specifically as of such date only).The Seller [Intermediary] makes the followingrepresentations and warranties as to the <strong>Receivables</strong> onwhich the Issuer is deemed to have relied in acquiring the<strong>Receivables</strong>. Such representations and warranties speakas of the Cutoff Date and as of the Closing Date (unless,by its terms a representation or warranty speaksspecifically as of such date only), but shall survive the sale,transfer and assignment of the <strong>Receivables</strong> to the Issuer,and pledge thereof to the Indenture <strong>Trust</strong>ee pursuant to theIndenture.2 Origination of <strong>Receivables</strong>. Each Receivable (i) wasoriginated in the United States by a Dealer for the retailsale of a Financed Vehicle in the ordinary course of suchDealer‟s business and has been fully executed by theparties thereto, (ii) was purchased by the Sponsor from aDealer and was validly assigned by such Dealer to theSponsor.Eligibility of <strong>Receivables</strong>. The Seller makes therepresentations and warranties set forth in Exhibit Awith respect to the <strong>Receivables</strong>, on which thePurchaser relies in accepting the <strong>Receivables</strong> andin selling, transferring, assigning and otherwiseconveying the <strong>Receivables</strong> to the Issuer under theSale and Servicing Agreement and on which theIssuer relies in pledging the same to the Indenture<strong>Trust</strong>ee pursuant to the Indenture. Except asotherwise provided, such representations andwarranties speak, with respect to (i) the Initial<strong>Receivables</strong>, as of the date of execution anddelivery of this Agreement and the Closing Dateand (ii) the Subsequent <strong>Receivables</strong>, as of therelated Subsequent Cutoff Date…Representations and Warranties of the Seller as tothe <strong>Receivables</strong>. The Seller has made, under the<strong>Receivables</strong> Purchase Agreement, each of therepresentations and warranties as to the<strong>Receivables</strong> set forth in Exhibit A. The Issuer shallbe deemed to have relied on such representationsand warranties in accepting the <strong>Receivables</strong>. Therepresentations and warranties set forth in Exhibit Aspeak as of the date of execution and delivery ofthis Agreement and as of the Closing Date and,with respect to any Subsequent <strong>Receivables</strong>, as ofthe related Subsequent <strong>Receivables</strong> PurchaseDate, except to the extent otherwise provided, butshall survive the sale, transfer, assignment andconveyance of the <strong>Receivables</strong> to the Issuerpursuant to this Agreement and the pledge of the<strong>Receivables</strong> to the Indenture <strong>Trust</strong>ee pursuant tothe Indenture.(i) Characteristics of <strong>Receivables</strong>. Each Receivable(a)was originated in the United States by the Selleror a Dealer located in the United States for the retailsale of a Financed Vehicle in the ordinary course ofthe Seller‟s or the applicable Dealer‟s business inaccordance with the Seller‟s credit policies as of thedate of origination or acquisition of the relatedReceivable, is payable in United States dollars, hasbeen fully and properly executed by the partiesthereto, has been purchased by the Seller fromsuch Dealer under an existing Dealer Agreement(or approved form of assignment) and has beenvalidly assigned by such Dealer to the Seller,…(h)is due from an Obligor who is a natural personwith a mailing address within the United States orits territories who is not an Affiliate of any party toany of the Basic Documents,…3 Simple Interest. Each Receivable (i) provides for equalmonthly payments in U.S. dollars that fully amortize theAmount Financed by its stated maturity and yield interest atthe Annual Percentage Rate and (ii) applies a simple(i) Characteristics of <strong>Receivables</strong>. EachReceivable…(d)shall, except as otherwise providedin the Sale and Servicing Agreement, provide forlevel Monthly Payments (provided that the paymentCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 2


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3interest method of allocating a fixed payment to principaland interest, so that the portion of such payment allocatedto interest is equal to the APR multiplied by the principalbalance multiplied by the number of days elapsed since thepreceding payment of interest was made divided by 365.in the first or last month in the life of the Receivablemay be minimally different from the level payment)that fully amortize the Amount Financed over itsoriginal term and shall provide for a finance chargeor shall yield interest at its APR,… (g)is a SimpleInterest Receivable…(xxiv) Payment Calculations. All payments withrespect to the <strong>Receivables</strong> have been allocatedconsistently in accordance with the Simple InterestMethod.4 Prepayment. Each Receivable allows for prepayment andpartial prepayments without penalty and requires that thePrincipal Balance be paid in full to prepay the contract infull.(i) Characteristics of <strong>Receivables</strong>. EachReceivable…(f)shall provide for the right of theObligor to prepay such Receivable without anypenalty and, in the event that such Receivable isprepaid, for a prepayment that fully pays thePrincipal Balance and includes accrued but unpaidinterest at least through the date of prepayment inan amount calculated by using an interest rate atleast equal to its APR,…5 No Government Obligors. No Receivable is the obligationof the United States of America or any State or localgovernment or from any agency, department,instrumentality or political subdivision of the United Statesor any State or local government.6 Insurance. Each Receivable requires the Obligor to obtainphysical damage insurance covering the Financed Vehicle.7 Valid Assignment. No Receivable has been originated in,or is subject to the laws of, any jurisdiction under which thesale of such Receivable under this Agreement would beunlawful, void or voidable. the terms of the Receivable donot limit the right of the owner of such Receivable to sellsuch Receivable. the Sponsor has not entered into anyagreement with any Person that prohibits, restricts orconditions the sale of any Receivable by the Sponsor.8 Compliance with Law. Each Receivable complied in allmaterial respects at the time it was originated and as of theClosing Date will comply in all material respects with allrequirements of federal, State, and local laws.(v) No Government Obligor. No Receivable is duefrom the United States or any State or any agency,department, subdivision or instrumentality thereof.(xiv) Insurance. Each Receivable requires therelated Obligor to obtain physical damageinsurance covering the related Financed Vehicleand to maintain such insurance. No FinancedVehicle is subject to force-placed insurance as ofthe applicable Cutoff Date.(xvi) Lawful Assignment. No Receivable has beenoriginated in, or is subject to the laws of, anyjurisdiction under which the sale, transfer,assignment and conveyance of such Receivableunder the (i) <strong>Receivables</strong> Purchase Agreement or aSubsequent <strong>Receivables</strong> Purchase Assignment, asapplicable, or (ii) the Sale and Servicing Agreementor a Subsequent Receivable Assignment, asapplicable, or the pledge of such <strong>Receivables</strong>hereunder, thereunder or under the Indenture isunlawful, void or voidable or under which suchReceivable would be rendered void or voidable as aresult of any such sale, transfer, assignment,conveyance or pledge. The terms of eachReceivable do not limit the right of the owner ofsuch Receivable to assign it. The Seller has notentered into any agreement with any accountdebtor that prohibits, restricts or conditions theassignment of the <strong>Receivables</strong>.(iii) Compliance with Law. Each Receivablecomplied at the time it was originated or made, andat the Closing Date or the Subsequent <strong>Receivables</strong>Purchase Date, as the case may be complies, in allmaterial respects with all requirements of applicableCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 3


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3federal, State and, to the best knowledge of theSeller, local laws, rulings and regulationsthereunder (including usury laws).9 Binding Obligation. Each Receivable is on a form contractthat includes rights and remedies allowing the holder toenforce the obligation and realize on the Financed Vehicleand represents the legal, valid and binding paymentobligation of the Obligor, enforceable in all materialrespects by the holder of the Receivable, except as may belimited by bankruptcy, insolvency, reorganization or otherlaws relating to the enforcement of creditors‟ rights or bygeneral equitable principles and consumer protection laws.10 Perfected Security Interest in Financed Vehicle. EachReceivable is secured by a security interest in the relatedFinanced Vehicle, in favor of the Sponsor as secured party,which was validly created and is a perfected, first prioritysecurity interest, or the Sponsor has commencedprocedures that will result in the perfection of a first prioritysecurity interest in the related Financed Vehicle, and saidsecurity interest is assignable by the Sponsor to theDepositor.(i) Characteristics of <strong>Receivables</strong>. EachReceivable… (h)to the best of the Seller‟sknowledge, is not assumable by another Person ina manner which would release the Obligor thereoffrom such Obligor‟s obligations to the Seller withrespect to such Receivable.(iv) Binding Obligation. Each Receivable includesrights and remedies allowing its holder to enforcethe obligations of the related Obligor and realize onthe related Financed Vehicle and represents thegenuine, legal, valid and binding payment obligationin writing of the related Obligor, enforceable by theholder thereof in accordance with its terms, exceptas (a)enforceability thereof may be limited bybankruptcy, insolvency, reorganization or similarlaws affecting the enforcement of creditors‟ rightsgenerally and by equitable limitations on theavailability of specific remedies, regardless ofwhether such enforceability is considered in aProceeding in equity or at law and (b)suchReceivable may be modified by the application afterthe applicable Cutoff Date of the ServicemembersCivil Relief Act or by any similar applicable Statelaw.(i) Characteristics of <strong>Receivables</strong>. EachReceivable… (b)has created a valid, subsisting andenforceable first priority security interest in favor ofthe Seller in the Financed Vehicle, which securityinterest shall be perfected and prior to any otherinterest in such Financed Vehicle, and whichsecurity interest is assignable by the Seller andreassignable by the assignee,…(vii) Security Interest in Financed Vehicles.Immediately prior to the transfer of the <strong>Receivables</strong>by the Seller to the Depositor, each Receivable wassecured by a valid, binding and enforceable firstpriority perfected security interest in favor of theSeller in the related Financed Vehicle, whichsecurity interest has been validly assigned by theSeller to the Depositor. The Servicer has received,or will receive within 180 days after the ClosingDate or the related Subsequent <strong>Receivables</strong>Purchase Date, as the case may be, the originalcertificate of title for each Financed Vehicle ornotice from the applicable State entity issuing suchcertificate of title, that such certificate of title isbeing processed (other than any Financed Vehiclethat is subject to a certificate of title statute or motorvehicle registration law that does not require thatthe original certificate of title for such FinancedVehicle be delivered to the Seller).(i) Characteristics of <strong>Receivables</strong>. EachReceivable…(c)contains customary andenforceable provisions such that the rights andremedies of the holder thereof are adequate forrealization against the collateral of the benefits ofCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 4


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3the security,…11 Good Title. Immediately before the sale under thisAgreement, the Sponsor had good title to each Receivablefree and clear of any Lien other than Permitted Liens and,immediately upon the sale under this Agreement, theDepositor will have good title to each Receivable, free andclear of any Lien other than Permitted Liens.(xv) Good Title. Immediately prior to theconveyance of <strong>Receivables</strong> to the Purchaserpursuant to the <strong>Receivables</strong> Purchase Agreementor a Subsequent <strong>Receivables</strong> PurchaseAssignment, as applicable, the Seller had good andmarketable title to such <strong>Receivables</strong> free and clearof all Liens and rights of others, except for Liensthat shall be released on or before the Closing Dateor the Subsequent <strong>Receivables</strong> Purchase Date, asapplicable; immediately upon the transfer andassignment thereof to the Purchaser, the Purchasershall have good and marketable title to eachReceivable, free and clear of all Liens and rights ofothers; and the transfer and assignment hereincontemplated has been perfected under the UCC.(xii) No Liens. No Liens or claims shall have beenfiled, including Liens for work, labor or materials orfor unpaid local, State or federal taxes relating toany Financed Vehicle that shall be prior to, or equalor coordinate with, the security interest in suchFinanced Vehicle granted by the relatedReceivable.12 All Filings Made. As of the Closing Date, all filings(including UCC filings) necessary in any jurisdiction toprovide third parties with notice of transfer and assignmentherein contemplated, to perfect the sale of the <strong>Receivables</strong>from the Seller to the Purchaser and from the Purchaser tothe Issuer and to give the Indenture <strong>Trust</strong>ee a first priorityperfected security interest in the <strong>Receivables</strong> shall havebeen made.13 Chattel Paper. Each Receivable constitutes “chattel paper”that is in the form of either “tangible chattel paper” or“electronic chattel paper” as such term is defined in theUCC.14 No Default; No Repossession. Except for paymentdelinquencies that, as of the Cutoff Date, have beencontinuing for a period of not more than 29 days, nodefault, breach, violation, or event permitting accelerationunder the terms of any Receivable shall have occurred asof the Cutoff Date; no continuing condition that with noticeor the lapse of time would constitute a default, breach,violation or event permitting acceleration under the terms ofany Receivable shall have arisen; the Seller shall not havewaived any of the foregoing; and no Financed Vehicle hasbeen repossessed without reinstatement as of the CutoffDate.15 <strong>Receivables</strong> in Force. No Receivable has been satisfied,subordinated or rescinded, nor has any Financed Vehiclebeen released from the Lien granted by the relatedReceivable in whole or in part.(xvii) All Filings Made. All filings (including UCCfilings) necessary in any jurisdiction to give thePurchaser, the Issuer and the Indenture <strong>Trust</strong>ee afirst priority security interest in the <strong>Receivables</strong> shallhave been made or will be made on the ClosingDate or the Subsequent <strong>Receivables</strong> PurchaseDate, as applicable.(xxvi) Chattel Paper. Each Receivable constitutes“tangible chattel paper” within the meaning of theUCC as in effect in the State of origination.(xiii) No Defaults; Repossessions. Except forpayment defaults that, as of the applicable CutoffDate, have been continuing for a period of not morethan 30 days, no default, breach or violation underthe terms of any Receivable, permittingacceleration, shall have occurred as of such CutoffDate and no continuing condition that with notice orthe lapse of time or both would constitute a default,breach or violation under the terms of anyReceivable, permitting acceleration, shall havearisen; and the Seller shall not have waived any ofthe foregoing except as otherwise permittedhereunder. On or prior to such Cutoff Date, noFinanced Vehicle has been repossessed.(viii) <strong>Receivables</strong> in Force. No Receivable shallhave been satisfied, subordinated or rescinded, norshall any Financed Vehicle have been released inwhole or in part from the Lien granted by the relatedReceivable; each Receivable arose under acontract with respect to which ACA has performedall obligations required to be performed by itthereunder, and delivery of the related FinancedCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 5


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3Vehicle to the related Obligor has occurred.16 No Material Amendments or Modifications. No materialprovision of a Receivable has been affirmatively amended,except amendments and modifications that are containedin the <strong>Receivables</strong> Files. No Receivable has beenamended or rewritten to extend the due date for anypayment date other than in connection with a change of themonthly due date in accordance with the <strong>Credit</strong> andCollection Policy.17 No Defenses. To the Sponsor‟s knowledge, no right ofrescission, setoff, counterclaim or defense has beenasserted or threatened with respect to any Receivable.18 One Original. there is only one original executed copy ofeach Receivable.19 No Payment Default. Except for payments that are notmore than 30 days Delinquent as of the Cutoff Date, nopayment defaults exist.20 Maturity of <strong>Receivables</strong>. Each receivable has an originalmaturity date of not greater than # months.21 Scheduled Payments. Each Receivable has a firstscheduled due date not later than 30 days after the CutoffDate.22 Schedule of <strong>Receivables</strong>; Selection Procedures. theinformation in the Schedule of <strong>Receivables</strong> is true andcorrect in all material respects as of the Cutoff Date, andno selection procedures believed to be adverse to the Noteholders have been utilized in selecting the <strong>Receivables</strong>(x) No Amendments. No Receivable shall havebeen amended in any material respect, except foramendments and modifications that are included inthe Receivable Files. No Receivable shall havebeen amended or modified in such a manner thatthe total number of Monthly Payments has beenincreased or decreased or that the related AmountFinanced has been increased or decreased or thatsuch Receivable fails to meet all of the otherrepresentations and warranties made by the Sellerherein with respect thereto.(xxx) No Impairment. The Seller has not doneanything to convey any right to any Person thatwould result in such Person having a right topayments due under a Receivable or otherwise toimpair the rights of the Purchaser in any Receivableor the proceeds thereof.(i) Characteristics of <strong>Receivables</strong>. EachReceivable…(j)there is only one original executedcopy of the Receivable and…(xiii) No Defaults; Repossessions. Except forpayment defaults that, as of the Cutoff Date, havebeen continuing for a period of not more than 30days, no default, breach or violation under theterms of any Receivable, permitting acceleration,shall have occurred as of the Cutoff Date and nocontinuing condition that with notice or the lapse oftime or both would constitute a default, breach orviolation under the terms of any Receivable,permitting acceleration, shall have arisen; and theSeller shall not have waived any of the foregoingexcept as otherwise permitted hereunder. On orprior to the Cutoff Date, no Financed Vehicle hasbeen repossessed.(xxi) Original Term to Maturity. Each Receivablehad an original term to maturity of not more than 72months and at least__ months and, based on thenumber of remaining Monthly Payments, aremaining term to maturity as of their respectiveCutoff Dates, of not more than 72 months and atleast __ months. The weighted average originalterm to maturity (based upon the Principal Balanceof each Receivable as of their respective CutoffDates) of all <strong>Receivables</strong> as of their respectiveCutoff Dates was not greater than 56 months.(i) Characteristics of <strong>Receivables</strong>. EachReceivable…(e)has its first scheduled payment duedate no later than 45 days after the applicableCutoff Date,…(ii) Schedule of <strong>Receivables</strong>. The information setforth in the Schedule of <strong>Receivables</strong> shall be trueand correct in all material respects as of the closeof business on the applicable Cutoff Date, and the<strong>Receivables</strong> were selected (a)from those motorCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 6


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3from other receivables of the Sponsor that meet the criteriaspecified.vehicle receivables of the Seller which met theselection criteria set forth in this Agreement and(b)using selection procedures, believed by theSeller, not to be adverse to the Noteholders.23 Not included in the benchmark. (i) Characteristics of <strong>Receivables</strong>. EachReceivable…(i)arose under a installment salecontract with respect to which the Seller hasperformed all obligations required to be performedby it thereunder, and the related Financed Vehiclehas been delivered to the related Obligor,…24 Not included in the benchmark. (vi) Obligor Bankruptcy. To the best of the Seller‟sknowledge, at the applicable Cutoff Date, noObligor is the subject of a bankruptcy proceeding.25 Not included in the benchmark. (ix) No Waivers. No provision of a Receivable shallhave been waived in such a manner that suchReceivable fails to meet all of the otherrepresentations and warranties made by the Sellerwith respect thereto.26 Not included in the benchmark. (xi) Risk of Loss. Each Receivable containsprovisions requiring the related Obligor to assumeall risk of loss or malfunction on the relatedFinanced Vehicle, requiring such Obligor to pay allsales, use, property, excise and other similar taxesimposed on or with respect to the Financed Vehicleand making the Obligor liable for all paymentsrequired to be made thereunder, without any setoff,counterclaim or defense for any reason whatsoever,subject only to the Obligor‟s right of quietenjoyment.27 Not included in the benchmark. (xviii) Location of Receivable Files. EachReceivable File shall be kept at the location listed inSchedule A.28 Not included in the benchmark. (xix) Principal Balance. As of their respective CutoffDate, each Receivable had a remaining PrincipalBalance of not more than $70,000 and not less than$___.29 Not included in the benchmark. (xx) New and Used Financed Vehicles. Basedon Cutoff Date Pool Balance, approximately 0% ofthe Initial <strong>Receivables</strong> were secured by newFinanced Vehicles and approximately 100% of theInitial <strong>Receivables</strong> were secured by used FinancedVehicles.30 Not included in the benchmark. (xxii) Weighted Average Remaining Term toMaturity. As of the applicable Cutoff Date, based onthe number of remaining Monthly Payments, theweighted average remaining term to maturity(based upon the Principal Balance of eachReceivable as of their respective Cutoff Dates) ofthe <strong>Receivables</strong> was no greater than 55 months.31 Not included in the benchmark. (xxiii) Annual Percentage Rate. Each Receivablehas an APR of at least __% and not more than__%. The weighted average APR of the Initial<strong>Receivables</strong> as of the Cutoff Date was __% and theCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 7


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3weighted average APR (based upon the PrincipalBalance of each Subsequent <strong>Receivables</strong> as oftheir respective Cutoff Dates) of all Subsequent<strong>Receivables</strong> as of their respective Cutoff Dates wasnot less than 22.75%.32 Not included in the benchmark. (xxv) Marking Records. As of the Closing Date orthe Subsequent <strong>Receivables</strong> Purchase Date, as thecase may be, the Seller will have caused itscomputer and accounting records relating to eachReceivable to be marked to show that the<strong>Receivables</strong> have been sold to the Purchaser bythe Seller and transferred and assigned by thePurchaser to the Issuer in accordance with theterms of the Sale and Servicing Agreement or aSubsequent Receivable Assignment, as applicable,and pledged by the Issuer to the Indenture <strong>Trust</strong>eein accordance with the terms of the Indenture.33 Not included in the benchmark. (xxvii) Final Scheduled Distribution Date. NoReceivable has a final scheduled payment datelater than six months prior to the Class D FinalScheduled Distribution Date.34 Not included in the benchmark. (xxviii) No Fleet Sales. None of the <strong>Receivables</strong>have been included in a “fleet” sale (i.e., a sale toany single Obligor of more than seven FinancedVehicles).35 Not included in the benchmark. (xxix) No Fraud or Misrepresentation. EachReceivable that was originated by a Dealer and wassold by the Dealer to the Seller, to the best of theSeller‟s knowledge, was so originated and soldwithout fraud or misrepresentation on the part ofsuch Dealer in either case.36 Not included in the benchmark. (xxxi) No Consent. To the best of the Seller‟sknowledge, no notice to or consent from anyObligor is necessary to effect the acquisition of the<strong>Receivables</strong> by the Purchaser or the Issuer or thepledge of the <strong>Receivables</strong> by the Issuer to theIndenture <strong>Trust</strong>ee.37 Not included in the benchmark. (xxxii) FICO Score. The weighted average FICOscore of the Initial <strong>Receivables</strong> as of the InitialCutoff Date (based on the FICO score recorded atthe respective dates of origination of such<strong>Receivables</strong>) was approximately __. The weightedaverage FICO score (based upon the PrincipalBalance of each Subsequent Receivable as of theirrespective Cutoff Dates) of the Subsequent<strong>Receivables</strong> as of their respective Cutoff Dates(based on the FICO score recorded at therespective dates of origination of such Subsequent<strong>Receivables</strong>) was not less than 530. The FICOscore with respect to any Receivable with coobligorsis the higher of each obligor‟s FICO scoreat the time of application.38 Not included in the benchmark. (xxxii) ACA Indirect Program. The aggregatePrincipal Balance as of their respective CutoffDates of the <strong>Receivables</strong> originated through theCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 8


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3ACA Indirect program was not less than 68.5% ofthe aggregate Principal Balance as of theirrespective Cutoff Dates of the <strong>Receivables</strong>.Copyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 9


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3Enforcement mechanism(s)39 Repurchase of <strong>Receivables</strong>. In the event of a breach ofany representation or warranty set forth in Section # whichmaterially and adversely affects the interest of thePurchaser [Intermediary] (or any assignee thereof ) in anyReceivable, unless such breach shall have been cured inall material respects, the Seller [Originator] shallrepurchase such Receivable by the last day of the secondCollection Period following the Collection Period in whichthe discovery of the breach is made or notice is received,as the case may be. This repurchase obligation shall obtainfor all representations and warranties of the Seller[Originator] contained in Section # of this Agreementwhether or not the Seller [Originator] has knowledge of thebreach at the time of the breach or at the time therepresentations and warranties were made. Inconsideration of the purchase of any such Receivable, theSeller [Originator] shall remit an amount equal to theWarranty Purchase Payment in respect of such Receivableto the Purchaser [Intermediary].(c) Repurchase of <strong>Receivables</strong>. In the event of abreach of any representation or warranty set forthpursuant to Section 3.03(a) (including by means ofa subsequently discovered breach of any local lawor ruling or regulation thereunder) which materiallyand adversely affects the interests of thePurchaser, the Issuer or the Noteholders in anyReceivable that shall not have been cured by theclose of business on the last day of the CollectionPeriod which includes the 45th day after the date onwhich the Seller becomes aware of, or receiveswritten notice from the Servicer, the Purchaser, theIssuer or either <strong>Trust</strong>ee of such breach, the Sellershall repurchase such Receivable from the Issueras of the close of business on the last day of suchCollection Period, by depositing an amount equal tothe Purchase Amount into the Collection Accounton the related Deposit Date. This repurchaseobligation shall apply to all representations andwarranties contained in Section 3.03(a) whether ornot the Seller or the Purchaser has knowledge ofthe breach at the time of the breach or at the timethe representations and warranties were made. Inconsideration of the repurchase of any suchReceivable the Seller shall remit an amount equalto the Purchase Amount in respect of suchReceivable to the Issuer in the manner set forth inthe Sale and Servicing Agreement. In the eventthat, as of the date of execution and delivery of thisAgreement, any Liens shall have been filed,including Liens for work, labor or materials relatingto a Financed Vehicle, that shall be prior to, orequal or coordinate with, the Lien granted by therelated Receivable (whether or not the Seller hasknowledge thereof), which Liens shall not havebeen satisfied or otherwise released in full, withrespect to (i) the Initial <strong>Receivables</strong>, as of theClosing Date and (ii) the Subsequent <strong>Receivables</strong>,as of the related Subsequent Cutoff Date, theSeller shall repurchase such Receivable on theterms and in the manner specified above. Upon anysuch repurchase, the Purchaser shall, withoutfurther action, be deemed to transfer, assign, setoverand otherwise convey to the Seller, withoutrecourse, representation or warranty, all the right,title and interest of the Purchaser in, to and undersuch repurchased Receivable, all other relatedassets described in Section 2.01(a) (A) and2.01(b)(A) and all monies due or to become duewith respect thereto and all proceeds thereof. ThePurchaser, the Issuer, the Owner <strong>Trust</strong>ee or theIndenture <strong>Trust</strong>ee, as applicable, shall executesuch documents and instruments of transfer orassignment and take such other actions as shallreasonably be requested by the Seller to effect theconveyance of such Receivable pursuant to thisSection. The sole remedy of the Purchaser, theIssuer, the <strong>Trust</strong>ees or the Noteholders with respectto a breach of the Seller‟s representations andwarranties pursuant to Section 3.03(a) or withrespect to the existence of any such Liens or claimsshall be to require the Seller to repurchase theCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 10


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3related <strong>Receivables</strong> pursuant to this Section.40 Remedies. the Seller [Intermediary], the Servicer or theOwner <strong>Trust</strong>ee, as the case may be, shall inform the otherparties to this Agreement and the Indenture <strong>Trust</strong>eepromptly, in writing, upon the discovery of any breach ofthe Seller‟s [Intermediary] representations and warrantiesmade pursuant to Section # that materially and adverselyaffects the interests of the Issuer in any Receivable. By thelast day of the second Collection Period following theCollection Period in which it discovers or receives notice ofsuch breach, the Seller [Intermediary] shall, unless suchbreach shall have been cured in all material respects,repurchase such Receivable and, if necessary, the Seller[Intermediary] shall enforce the obligation of [Originator]under the <strong>Receivables</strong> Purchase Agreement to repurchasesuch Receivable from the Seller [Intermediary].Repurchase of <strong>Receivables</strong> Upon Breach. TheDepositor, the Seller, the Servicer or the Owner<strong>Trust</strong>ee, as the case may be, shall inform the otherparties to this Agreement and the Indenture <strong>Trust</strong>eeand the Backup Servicer promptly, in writing, uponthe discovery of any breach or failure to be true ofthe representations and warranties set forth inExhibit A. If such breach or failure shall not havebeen cured by the close of business on the last dayof the Collection Period which includes the 45th dayafter the date on which the Seller becomes awareof, or receives written notice from the Depositor, theSeller, the Servicer or the Owner <strong>Trust</strong>ee of, suchbreach or failure, and such breach or failurematerially and adversely affects the interest of theIssuer in a Receivable, the Seller shall repurchasesuch Receivable from the Issuer as of the close ofbusiness on the last day of such Collection Period.In consideration of the repurchase of a Receivablehereunder, the Seller shall remit the PurchaseAmount of such Receivable on the Deposit Dateimmediately following such Collection Period in themanner specified in Section 4.06. The sole remedyof the Issuer, the <strong>Trust</strong>ees and the Securityholderswith respect to a breach or failure to be true of therepresentations and warranties set forth in Exhibit Ashall be to require the Seller to repurchase<strong>Receivables</strong> pursuant to this Section and Section3.03(c) of the <strong>Receivables</strong> Purchase Agreement.Neither <strong>Trust</strong>ee shall have any duty to conduct anaffirmative investigation as to the occurrence of anycondition requiring the repurchase of anyReceivable pursuant to this Section or the eligibilityof any Receivable for purposes of this Agreement.Following such repurchase, the Indenture <strong>Trust</strong>eeand the Backup Servicer shall deliver the relatedReceivable File to the Seller upon receipt of aRequest for Release substantially in the formattached hereto as Exhibit B.Table 2No. Benchmark TransactionRepresentations and warranties41 The Issuer [Issuing Entity] hereby represents andwarrants to the Indenture <strong>Trust</strong>ee as followsThe Issuer represents and warrants to the Indenture<strong>Trust</strong>ee as of the Closing Date, and on eachSubsequent <strong>Receivables</strong> Purchase Date, in eachcase only with respect to the Collateral pledged to theIndenture <strong>Trust</strong>ee on the Closing Date, or therelevant Subsequent <strong>Receivables</strong> Purchase Date, asapplicable:42 This Indenture creates a valid and continuing securityinterest (as defined in the applicable UCC) in the<strong>Receivables</strong> in favor of the Indenture <strong>Trust</strong>ee whichsecurity interest is prior to all other Liens, and isenforceable as such against creditors of and purchasersfrom the Issuing Entity.This Agreement creates a valid and continuingsecurity interest (as defined in the applicable UCC) inthe Collateral in favor of the Indenture <strong>Trust</strong>ee, whichsecurity interest is prior to all other Liens, and isenforceable as such against creditors of andpurchasers from the Issuer.Copyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 11


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-343 All steps necessary to perfect the Issuing Entity‟ssecurity interest against each Obligor in the propertysecuring the <strong>Receivables</strong> have been taken.44 The <strong>Receivables</strong> constitute “chattel paper” (including“tangible chattel paper” and “electronic chattel paper”)“accounts”, “instruments” or “general intangibles” withinthe meaning of applicable UCC.45 The Issuing Entity owns and has good and marketabletitle to the <strong>Receivables</strong> free and clear of any Lien, claimor encumbrance of any Person.46 The Issuing Entity has caused or will have caused,within ten (10) days, the filing of all appropriate financingstatements in the proper filing office in the appropriatejurisdictions under applicable law in order to perfect thesecurity interest in the <strong>Receivables</strong> granted to theIndenture <strong>Trust</strong>ee under this Indenture.47 Other than the security interest granted to the Indenture<strong>Trust</strong>ee under the Indenture, the Issuing Entity has notpledged, assigned, sold, granted a security interest in,or otherwise conveyed any of the <strong>Receivables</strong>. TheIssuing Entity has not authorized the filing of, nor is theIssuing Entity aware of, any financing statementsagainst the Seller, the Depositor or the Issuing Entitythat include a description of collateral covering the<strong>Receivables</strong> other than the financing statements relatingto the security interests granted to the Depositor, theIssuing Entity and the Indenture <strong>Trust</strong>ee under the BasicDocuments or any financing statement that has beenterminated. The Issuing Entity is not aware of anyjudgment or tax lien filings against the Seller, theDepositor or the Issuing Entity.48 The Custodian has in its possession or with other thirdparty vendors all original copies of the <strong>Receivables</strong> Filesand other documents that constitute or evidence the<strong>Receivables</strong>. The Receivable Files and other documentsthat constitute or evidence the <strong>Receivables</strong> do not haveany marks or notations indicating that they have beenpledged, assigned or otherwise conveyed to any Personother than the Depositor. All financing statements filedor to be filed against the Issuing Entity in favor of theIndenture <strong>Trust</strong>ee in connection herewith describing the<strong>Receivables</strong> contain a statement to the following effect:“A purchase of or security interest in any collateraldescribed in this financing statement will violate therights of the Indenture <strong>Trust</strong>ee.”The Issuer has taken all steps necessary to perfectits security interest against the Obligor in theFinanced Vehicles.The <strong>Receivables</strong> constitute “tangible chattel paper”within the meaning of the applicable UCC.The Issuer owns and has good and marketable titleto the <strong>Receivables</strong> free and clear of any Lien, claimor encumbrance of any Person.The Issuer has caused or will cause on or prior to theClosing Date the filing of all appropriate financingstatements in the proper filing offices in theappropriate jurisdictions under Applicable Lawnecessary to perfect the security interest in the<strong>Receivables</strong> granted to the Indenture <strong>Trust</strong>eethereunder.Other than the security interest granted to theIndenture <strong>Trust</strong>ee pursuant to this Indenture, theIssuer has not pledged, assigned, sold, granted asecurity interest in, or otherwise conveyed any of the<strong>Receivables</strong>. The Issuer has not authorized the filingof and is not aware of any financing statementsagainst the Indenture <strong>Trust</strong>ee that include adescription of collateral covering the <strong>Receivables</strong>other than any financing statement relating to thesecurity interest granted to the Indenture <strong>Trust</strong>eehereunder or that has been terminated. The Issuer isnot aware of any judgment, ERISA or tax lien filingsagainst the Issuer, the Seller or the Depositor.All original executed copies of each loan agreementand installment sales contract that constitute orevidence the <strong>Receivables</strong> have been delivered to theIndenture <strong>Trust</strong>ee.None of the loan agreements or installment salescontracts that constitute or evidence the <strong>Receivables</strong>has any marks or notations indicating that it has beenpledged, assigned, or otherwise conveyed to anyPerson other than the Indenture <strong>Trust</strong>ee.All financing statements filed or to be filed against theIssuer in favor of the Indenture <strong>Trust</strong>ee contain astatement substantially to the following effect: “Apurchase of or security interest in any collateraldescribed in this financing statement will violate therights of the Indenture <strong>Trust</strong>ee.”The Issuer has received a written acknowledgmentfrom the Servicer that the Indenture <strong>Trust</strong>ee isholding the loan agreements and installment salescontracts that constitute or evidence the <strong>Receivables</strong>solely on behalf and for the benefit of theNoteholders.Copyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 12


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3Enforcement mechanism(s)49 Events of Default. the occurrence of any one of thefollowing events will constitute an event of default underthis Indenture (each, an “Event of Default”): … anyrepresentation or warranty of the Issuer made in thisIndenture or in any Officer‟s Certificate or otherdocument delivered pursuant to or in connection withthis Indenture proves to have been incorrect in anymaterial respect as of the time made and, in each case,such failure or incorrectness continues for a period of 60days after notice was given to the Issuer by theIndenture <strong>Trust</strong>ee or to the Issuer and the Indenture<strong>Trust</strong>ee by the Note holders of at least 25% of the NoteBalance of the Controlling Class specifying such failureor incorrectness, requiring it to be remedied and statingthat such notice is a “Notice of Default”.50 Acceleration of Maturity; Rescission and Annulment: (a)If an Event of Default occurs and is continuing, theIndenture <strong>Trust</strong>ee or the Noteholders of at least amajority of the Note Balance of the Controlling Classmay declare all of the Notes to be immediately due andpayable, by notice to the Issuer (and to the Indenture<strong>Trust</strong>ee if given by the Noteholders). Upon any suchdeclaration, the unpaid Note Balance of the Notes,together with accrued and unpaid interest through thedate of acceleration, will become immediately due andpayable. (b) the Noteholders of at least a majority of theNote Balance of the Controlling Class, by notice to theIssuer and the Indenture <strong>Trust</strong>ee, may rescind andannul a declaration of acceleration of maturity and itsconsequences before a judgment or decree for paymentof the amount due has been obtained by the Indenture<strong>Trust</strong>ee as provided in this Article # if: (i) the Issuer haspaid or deposited with the Indenture <strong>Trust</strong>ee an amountsufficient to (A) pay all payments of principal of andinterest on the Notes and all other amounts that wouldthen be due under this Indenture or upon the Notes ifthe Event of Default giving rise to such acceleration hadnot occurred, (B) pay all amounts owed to the Indenture<strong>Trust</strong>ee under Section #, and (C) pay all otheroutstanding fees and expenses of the Issuer, and (ii) allEvents of Default, other than the non-payment of theprincipal of the Notes that has become due solely bysuch acceleration, have been cured or waived asprovided in Section #.Section 5.01. Events of Default. “Event of Default”,whenever used herein, means any one of thefollowing events (whatever the reason for such Eventof Default and whether it shall be voluntary orinvoluntary or be effected by operation of law orpursuant to any judgment, decree or order of anycourt or any order, rule or regulation of anyadministrative or governmental body): …anyrepresentation or warranty of the Issuer made in thisIndenture or in any certificate or other writingdelivered pursuant hereto or in connection herewithproving to have been incorrect in any materialrespect as of the time when the same shall havebeen made, and the circumstance or condition inrespect of which such representation or warranty wasincorrect shall not have been eliminated or otherwisecured for a period of 45 days (or for such longerperiod, not in excess of 90 days, as may bereasonably necessary to remedy such default;provided that such default is capable of remedywithin 90 days and the Issuer has commenced, or willpromptly commence and pursue, all reasonablyefforts to remedy such default) after there shall havebeen given, by registered or certified mail, to theIssuer by the Depositor or the Indenture <strong>Trust</strong>ee or tothe Issuer, the Depositor and the Indenture <strong>Trust</strong>eeby the Holders of Notes evidencing not less than 25%of the Note Balance of the Controlling Class of Notes,a written notice specifying such incorrectrepresentation or warranty and requiring it to beremedied and stating that such notice is a notice ofDefault hereunder;Section 5.02. Acceleration of Maturity; Rescissionand Annulment.(a) If an Event of Default shall have occurred and becontinuing, the Indenture <strong>Trust</strong>ee may (or with thewritten consent or at the written direction of theHolders of Notes evidencing not less than 51% of theNote Balance of the Controlling Class of Notes,shall), upon prior written notice to each RatingAgency, declare the Notes to be immediately due andpayable, by a notice in writing to the Issuer (and tothe Indenture <strong>Trust</strong>ee if given by Noteholders), theDepositor and the Servicer, and upon any suchdeclaration the unpaid principal amount of the Notes,together with accrued and unpaid interest thereonthrough the date of acceleration, shall becomeimmediately due and payable.(b) If the Notes have been declared immediately dueand payable following an Event of Default, before ajudgment or decree for payment of the amount duehas been obtained by the Indenture <strong>Trust</strong>ee ashereinafter provided in this Article, the Holders ofNotes evidencing not less than 51% of the NoteBalance of the Controlling Class of Notes, by writtennotice to the Issuer, the Depositor and the Indenture<strong>Trust</strong>ee, may rescind and annul such declaration ofacceleration and its consequences if:(i) the Issuer has paid or deposited with the Indenture<strong>Trust</strong>ee a sum sufficient to pay (A)all payments ofprincipal of and interest on the Notes, (B)all sumsCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 13


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3paid or advanced by the Indenture <strong>Trust</strong>ee hereunderand the reasonable compensation, expenses,disbursements and advances of the Indenture<strong>Trust</strong>ee and its agents and counsel, (C)all otheroutstanding fees and expenses of the Issuer and(D)all other amounts that would then be duehereunder or upon the Notes if the Event of Defaultgiving rise to such acceleration had not occurred; and(ii)all Events of Default, other than the nonpayment ofthe principal of the Notes that has become due solelyby such acceleration, have been cured or waived asprovided in Section 5.12.No such rescission shall affect any subsequentdefault or impair any right consequent thereto.51 Remedies; Priorities.(a) If the Notes have been accelerated under Section #,the Indenture <strong>Trust</strong>ee may do one or more of thefollowing (subject to Section #), and will upon directionby the Noteholders of a majority of the Note Balance ofthe Controlling Class:(i) institute a Proceeding in its own name and as trusteeof an express trust for the collection of all amounts thenpayable on the Notes or under this Indenture withrespect to the Notes, enforce any judgment obtainedand collect from the Issuer monies adjudged due;(ii) institute a Proceeding for the complete or partialforeclosure of this Indenture with respect to theCollateral;(iii) exercise any remedies of a secured party under theUCC and take any other action to protect and enforcethe rights and remedies of the Indenture <strong>Trust</strong>ee and theNoteholders; and(iv) sell or otherwise liquidate all or any portion of theCollateral or rights or interest in the Collateral at one ormore public or private sales called and conducted in anymanner permitted by law.(b) Notwithstanding Section #, the Indenture <strong>Trust</strong>ee isprohibited from selling or otherwise liquidating theCollateral unless: …The Event of Default is described in Section # and:(A) the Noteholders representing 100% of theOutstanding Amount of the Notes consent to such saleor liquidation; or(B) the proceeds of such sale or liquidation are expectedto be sufficient to pay in full all amounts owed by theIssuer to the Secured Parties including all principal ofand accrued interest on the Notes Outstanding.Remedies.(a) If the Notes have been declared to beimmediately due and payable following an Event ofDefault, the Indenture <strong>Trust</strong>ee may, or at the writtendirection of the Holders of Notes evidencing not lessthan 51% of the Note Balance of the ControllingClass of Notes shall, take one or more of thefollowing actions as so directed (subject to Sections5.02 and 5.05):(i) institute Proceedings in its own name and astrustee of an express trust for the collection of allamounts then payable on the Notes or under thisIndenture with respect thereto, whether bydeclaration or otherwise, enforce any judgmentobtained and collect from the Issuer and any otherobligor upon the Notes monies adjudged due;(ii) institute Proceedings from time to time for thecomplete or partial foreclosure of this Indenture withrespect to the <strong>Trust</strong> Estate;(iii) exercise any remedies of a secured party underthe UCC and take any other appropriate action toprotect and enforce the rights and remedies of theIndenture <strong>Trust</strong>ee and the Noteholders; and(iv) sell or otherwise liquidate the <strong>Trust</strong> Estate or anyportion thereof or rights or interest therein, at one ormore public or private sales called and conducted inany manner permitted by law;provided, however, that the Indenture <strong>Trust</strong>ee maynot sell or otherwise liquidate the <strong>Trust</strong> Estate at thedirection of the Noteholders following an Event ofDefault, other than an Event of Default described inSection 5.01(i) or (ii), unless: (A)the Holders of Notesevidencing 100% of the Note Balance consentthereto, (B)the proceeds of such sale or liquidationwill be sufficient to pay in full the Note Balance andall accrued but unpaid interest on the OutstandingNotes or (C)the Indenture <strong>Trust</strong>ee determines thatthe <strong>Trust</strong> Estate will not continue to provide sufficientfunds for the payment of principal of and interest onthe Notes as they would have become due if theNotes had not been declared immediately due andpayable, and the Indenture <strong>Trust</strong>ee obtains theCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 14


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3consent of the Holders of Notes evidencing not lessthan 66⅔% of the aggregate Note Balance. Indetermining such sufficiency or insufficiency withrespect to clauses (B) and (C), the Indenture <strong>Trust</strong>eemay, but need not, obtain and rely upon an opinion ofan Independent investment banking or accountingfirm of national reputation as to the feasibility of suchproposed action and as to the sufficiency of the <strong>Trust</strong>Estate for such purpose.Table 3No. Benchmark TransactionRepresentations and warranties52 Not included in the benchmark. Representations and Warranties of Servicer.ACA, as initial Servicer, makes the followingrepresentations and warranties on which theIssuer is deemed to have relied in acquiring the<strong>Trust</strong> Property. The representations andwarranties speak as of the date of execution anddelivery of this Agreement as of the Closing Dateand as of each Subsequent <strong>Receivables</strong>Purchase Date, and shall survive the sale,transfer, assignment and conveyance of the <strong>Trust</strong>Property to the Issuer and the pledge thereof tothe Indenture <strong>Trust</strong>ee pursuant to the Indenture:53 Not included in the benchmark. Organization and Good Standing. The Servicer isa limited liability company duly organized andvalidly existing under the laws of the State ofSouth Carolina and continues to hold a validcertificate to do business as such. It is dulyauthorized to own its properties and transact itsbusiness and is in good standing in eachjurisdiction in which the character of the businesstransacted by it or any properties owned orleased by it requires such authorization and inwhich the failure to be so authorized would havea material adverse effect on its business,properties, assets or condition (financial or other)and those of its subsidiaries, considered as oneenterprise. The Servicer has, and at all relevanttimes had, the power, authority and legal right toservice the <strong>Receivables</strong>.54 Not included in the benchmark. Due Qualification. The Servicer is duly qualified todo business in good standing and has obtainedall necessary licenses and approvals in eachjurisdiction in which the failure to so qualify or toobtain such licenses and approvals would, in thereasonable judgment of the Servicer, materiallyand adversely affect the performance by theServicer of its obligations under, or the validity orenforceability of, the Servicer Basic Documents,the <strong>Receivables</strong> or the Securities.55 Not included in the benchmark. Power and Authority. The Servicer has the powerand authority to execute, deliver and perform itsobligations under the Servicer Basic Documents;and the execution, delivery and performance ofthe Servicer Basic Documents have been dulyCopyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 15


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3authorized by the Servicer by all necessaryaction.56 Not included in the benchmark. Binding Obligation. Each Servicer BasicDocument constitutes the legal, valid and bindingobligation of the Servicer, enforceable against theServicer in accordance with its terms, except asenforceability may be subject to or limited bybankruptcy, insolvency, reorganization,moratorium, fraudulent conveyance, fraudulenttransfer or other similar laws affecting theenforcement of creditors‟ rights in general, and bygeneral principles of equity, regardless ofwhether considered in a Proceeding in equity orat law.57 Not included in the benchmark. No Violation. The execution, delivery andperformance by the Servicer of the Servicer BasicDocuments, the consummation of thetransactions contemplated hereby and therebyand the fulfillment of their respective terms shallnot conflict with, result in any breach of any of theterms and provisions of, or constitute (with orwithout notice or lapse of time or both) a defaultunder, the certificate of formation or limitedliability company agreement of the Servicer, orany material indenture, agreement, mortgage,deed of trust or other instrument to which theServicer is a party, by which the Servicer isbound or to which any of its properties aresubject; or result in the creation or imposition ofany Lien upon any of its properties pursuant tothe terms of any such indenture, agreement,mortgage, deed of trust or other instrument, otherthan the Servicer Basic Documents, or violateany law, order, rule or regulation applicable to theServicer or its properties of any GovernmentalAuthority having jurisdiction over the Servicer orany of its properties.58 Not included in the benchmark. No Proceedings. There are no Proceedings orinvestigations pending or, to the knowledge of theServicer, threatened, against the Servicer beforeany Governmental Authority having jurisdictionover the Servicer or its properties: (i)asserting theinvalidity of any Basic Document, (ii)seeking toprevent the issuance of the Securities or theconsummation of any of the transactionscontemplated by the Basic Documents,(iii)seeking any determination or ruling that, in thereasonable judgment of the Servicer, wouldmaterially and adversely affect the performanceby it of its obligations under, or the validity orenforceability of, this Agreement or the<strong>Receivables</strong> or (iv)seeking to adversely affect thefederal income tax or other federal, State or localtax attributes of the Securities.59 Not included in the benchmark. No Consents. The Servicer is not required toobtain the consent of any Person or any consent,license, approval or authorization, or registrationor declaration with, any Governmental Authorityin connection with the execution, delivery,Copyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 16


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3Enforcement mechanism(s)performance, validity or enforceability of thisAgreement and the other Servicer BasicDocuments which has not already been obtained.60 Not included in the benchmark. The occurrence of any one of the following eventsshall constitute an event of servicing terminationhereunder (each, a “Servicer Termination Event”):any representation or warranty of the Servicermade in this Agreement, or in any certificate orreport delivered pursuant hereto, other than anyrepresentation or warranty relating to aReceivable that has been purchased by theServicer, proving to have been incorrect in anymaterial respect as of the time when the sameshall have been made, and the circumstance orcondition in respect of which such representationor warranty was incorrect shall not have beeneliminated or otherwise cured for a period of 45days after an Executive Officer of the Servicerhas knowledge thereof or 45 days after the dateon which written notice of such circumstance orcondition, requiring the same to be eliminated orcured, shall have been given to the Servicer bythe Indenture <strong>Trust</strong>ee or by the Holders of Notesevidencing not less than 25% of the NoteBalance of the Controlling Class of Notes;…If a Servicer Termination Event shall haveoccurred and not have been remedied, either theIndenture <strong>Trust</strong>ee or the Holders of Notesevidencing not less than 51% of the NoteBalance of the Controlling Class of Notes (orholders of Certificates representing not less than51% of the aggregate Certificate PercentageInterests outstanding if the Notes are no longerOutstanding), by providing a Servicer TerminationNotice to the Depositor and the Servicer (and tothe Indenture <strong>Trust</strong>ee if given by theNoteholders), with a copy to the Backup Servicer,may terminate all the rights and obligations of theServicer under this Agreement; provided,however, that the indemnification obligations ofthe Servicer under Section 6.02 shall survivesuch termination.The language in Standard & Poor‟s Ratings Services‟ 17g-7 Benchmark reflects representations, warranties andenforcement mechanisms available to investors that commonly appear in the transaction documents for a specific type ofsecurity. In order to make the benchmarks generic, we made the following modifications. Specific article or section numbershave been replaced by a number symbol (Example: „Section 5‟ now reads as „Section #‟). Proper nouns have been replacedwith the bracketed name of the role the entity plays in the transaction (Example: „ABC Corp‟ now reads as [Seller]). Numbersor amounts specific to a deal have been replaced with a number symbol (Example: „more than 30%‟ now reads as „morethan #%‟). Non-numerical characteristics have been replaced by a generic description (Example: „financing of agriculturaland construction equipment‟ now reads as „financing of [type of] equipment‟).This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legaladvice.Copyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 17


U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: <strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong> <strong>Receivables</strong> <strong>Trust</strong> <strong>Series</strong><strong>2012</strong>-3DisclaimerCopyright © <strong>2012</strong> by Standard & Poor‟s Financial Services LLC. All rights reserved.No content (including ratings, credit-related analyses and data, model, software or other application or outputtherefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any formby any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor‟sFinancial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful orunauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders,employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness oravailability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise),regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance ofany data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALLEXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS,SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT‟S FUNCTIONING WILL BE UNINTERRUPTED ORTHAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no eventshall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive,special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost incomeor lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content evenif advised of the possibility of such damages.<strong>Credit</strong>-related and other analyses, including ratings, and statements in the Content are statements of opinion as ofthe date they are expressed and not statements of fact. S&P‟s opinions, analyses and rating acknowledgmentdecisions (described below) are not recommendations to purchase, hold, or sell any securities or to make anyinvestment decisions, and do not address the suitability of any security. S&P assumes no obligation to update theContent following publication in any form or format. The Content should not be relied on and is not a substitute forthe skill, judgment and experience of the user, its management, employees, advisors and/or clients when makinginvestment and other business decisions. S&P does not act as a fiduciary or an investment advisor except whereregistered as such. While S&P has obtained information from sources it believes to be reliable, S&P does notperform an audit and undertakes no duty of due diligence or independent verification of any information it receives.To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued inanother jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend suchacknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of theassignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged tohave been suffered on account thereof.S&P keeps certain activities of its business units separate from each other in order to preserve the independenceand objectivity of their respective activities. As a result, certain business units of S&P may have information that isnot available to other S&P business units. S&P has established policies and procedures to maintain theconfidentiality of certain non-public information received in connection with each analytical process.S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters ofsecurities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings andanalyses are made available on its Web sites, www.standardandpoors.com (free of charge), andwww.ratingsdirect.com and www.globalcreditportal.com (subscription), and may be distributed through other means,including via S&P publications and third-party redistributors. Additional information about our ratings fees is availableat www.standardandpoors.com/usratingsfees.STANDARD & POOR‟S, S&P, GLOBAL CREDIT PORTAL and RATINGSDIRECT are registered trademarks ofStandard & Poor‟s Financial Services LLC.Copyright © <strong>2012</strong> by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 18

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!