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American Credit Acceptance Receivables Trust 2012-2

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July 30, <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, warranties andenforcement mechanismsavailable to investors and adescription of how they differfrom the representations,warranties and enforcementmechanisms in issuances ofsimilar securities.This is Standard & Poor’sRatings Services’ 17g-7Disclosure Report for thetransaction shown in thetitle above.<strong>American</strong> <strong>Credit</strong> <strong>Acceptance</strong><strong>Receivables</strong> <strong>Trust</strong> <strong>2012</strong>-2Asset-backed notes series <strong>2012</strong>-2Primary <strong>Credit</strong> Analyst:Sunny Park, New York, (1) 212-438-4718sunny_park@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>2012</strong>-2(Editor's note: Since we originally published this 17g-7 Disclosure Report on July 20, <strong>2012</strong>, the issuer has changedpart of the transaction language in row 29. An updated version of the report follows.)Table 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 speak asof the Cutoff Date and as of the Closing Date (unless, by itsterms a representation or warranty speaks specifically as ofsuch date only), but shall survive the sale, transfer andassignment of the <strong>Receivables</strong> to the Issuer, and pledgethereof to the Indenture <strong>Trust</strong>ee pursuant to the Indenture.2 Origination of <strong>Receivables</strong>. Each Receivable (i) wasoriginated in the United States by a Dealer for the retail saleof 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 as of the date of execution anddelivery of this Agreement and the Closing 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, exceptto the extent otherwise provided, but shall survivethe sale, transfer, assignment and conveyance ofthe <strong>Receivables</strong> to the Issuer pursuant to thisAgreement and the pledge of the <strong>Receivables</strong> to theIndenture <strong>Trust</strong>ee pursuant to the 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 (orapproved form of assignment) and has been validlyassigned by such Dealer to the Seller,… (h)is duefrom an Obligor who is a natural person with amailing address within the United States or itsterritories who is not an Affiliate of any party to anyof 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 simpleinterest method of allocating a fixed payment to principal(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 paymentin the first or last month in the life of the ReceivableCopyright © <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>2012</strong>-2and 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.may 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 damage insurancecovering the related Financed Vehicle and tomaintain such insurance. No Financed Vehicle issubject to force-placed insurance as of the CutoffDate.(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 <strong>Receivables</strong> Purchase Agreement or theSale and Servicing Agreement or the pledge of such<strong>Receivables</strong> hereunder, thereunder or under theIndenture is unlawful, void or voidable or underwhich such Receivable would be rendered void orvoidable as a result of any such sale, transfer,assignment, conveyance or pledge. The terms ofeach Receivable do not limit the right of the ownerof such Receivable to assign it. The Seller has notentered into any agreement with any account debtorthat prohibits, restricts or conditions the assignmentof the <strong>Receivables</strong>.(iii) Compliance with Law. Each Receivablecomplied at the time it was originated or made, andat the Closing Date complies, in all materialrespects with all requirements of applicable federal,State and, to the best knowledge of the Seller, locallaws, rulings and regulations thereunder (includingusury laws).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 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>2012</strong>-29 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 in amanner 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 Cutoff Date of the Servicemembers Civil ReliefAct or by any similar applicable State law.(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, the original certificate of title for eachFinanced Vehicle or notice from the applicable Stateentity issuing such certificate of title, that suchcertificate of title is being processed (other than anyFinanced Vehicle that is subject to a certificate oftitle statute or motor vehicle registration law thatdoes not require that the original certificate of titlefor such Financed Vehicle be delivered to theSeller).(i) Characteristics of <strong>Receivables</strong>. EachReceivable…(c)contains customary and enforceableprovisions such that the rights and remedies of theholder thereof are adequate for realization againstthe collateral of the benefits of the 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,(xv) Good Title. Immediately prior to the conveyanceof the <strong>Receivables</strong> to the Purchaser pursuant to the<strong>Receivables</strong> Purchase Agreement, the Seller hadgood and marketable title to each Receivable freeCopyright © <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>2012</strong>-2immediately upon the sale under this Agreement, theDepositor will have good title to each Receivable, free andclear of any Lien other than Permitted Liens.and clear of all Liens and rights of others, except forLiens that shall be released on or before the ClosingDate; immediately upon the transfer and assignmentthereof to the Purchaser, the Purchaser shall havegood and marketable title to each Receivable, freeand clear of all Liens and rights of others; and thetransfer and assignment herein contemplated hasbeen 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 related Receivable.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, no default,breach, violation, or event permitting acceleration under theterms of any Receivable shall have occurred as of theCutoff Date; no continuing condition that with notice or thelapse of time would constitute a default, breach, violation orevent permitting acceleration under the terms of anyReceivable 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.16 No Material Amendments or Modifications. No materialprovision of a Receivable has been affirmatively amended,except amendments and modifications that are contained inthe <strong>Receivables</strong> Files. No Receivable has been amendedor rewritten to extend the due date for any payment dateother than in connection with a change of the monthly duedate in accordance with the <strong>Credit</strong> and Collection Policy.(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.(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 Cutoff Date, havebeen continuing for a period of not more than 30days, no default, breach or violation under the termsof any Receivable, permitting acceleration, shallhave 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.(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 a contractwith respect to which ACA has performed allobligations required to be performed by itthereunder, and delivery of the related FinancedVehicle to the related Obligor has occurred.(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 AmountCopyright © <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>2012</strong>-2Financed has been increased or decreased or thatsuch Receivable fails to meet all of the otherrepresentations and warranties made by the Sellerherein with respect thereto.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, and noselection procedures believed to be adverse to the Noteholders have been utilized in selecting the <strong>Receivables</strong>from other receivables of the Sponsor that meet the criteriaspecified.(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 the termsof any Receivable, permitting acceleration, shallhave 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 Receivable hadan original term to maturity of not more than 72months and at least 14 months and, based on thenumber of remaining Monthly Payments, aremaining term to maturity as of the Cutoff Date, ofnot more than 72 months and at least 3 months.(i) Characteristics of <strong>Receivables</strong>. EachReceivable…(e)has its first scheduled payment duedate no later than 45 days after the Cutoff 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 close ofbusiness on the Cutoff Date, and the <strong>Receivables</strong>were selected (a)from those motor vehiclereceivables of the Seller which met the selectioncriteria set forth in this Agreement and (b)usingselection procedures, believed by the Seller, not tobe 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 Cutoff Date, no Obligor is 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 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>2012</strong>-2subject 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 quiet enjoyment.27 Not included in the Benchmark. (xviii) Location of Receivable Files. Each ReceivableFile shall be kept at the location listed in ScheduleA.28 Not included in the Benchmark. (xix) Principal Balance. As of the Cutoff Date, eachReceivable had a remaining Principal Balance of notmore than $30,000 and not less than $500.29 Not included in the Benchmark. (xx) New and Used Financed Vehicles. Basedon Cutoff Date Pool Balance, approximately 0% ofthe <strong>Receivables</strong> were secured by new FinancedVehicles and approximately 100% of the<strong>Receivables</strong> were secured by used FinancedVehicles.30 Not included in the Benchmark. (xxii) Weighted Average Remaining Term toMaturity. As of the Cutoff Date, based on thenumber of remaining Monthly Payments, theweighted average remaining term to maturity of the<strong>Receivables</strong> was 51.35 months.31 Not included in the Benchmark. (xxiii) Annual Percentage Rate. Each Receivablehas an APR of at least 13.90% and not more than29.50% and the weighted average APR of the<strong>Receivables</strong> as of the Cutoff Date was 23.82%.32 Not included in the Benchmark. (xxv) Marking Records. As of the Closing Date, theSeller will have caused its computer and accountingrecords relating to each Receivable to be marked toshow that the <strong>Receivables</strong> have been sold to thePurchaser by the Seller and transferred andassigned by the Purchaser to the Issuer inaccordance with the terms of the Sale and ServicingAgreement and pledged by the Issuer to theIndenture <strong>Trust</strong>ee in accordance with the terms ofthe Indenture.33 Not included in the Benchmark. (xxvii) Final Scheduled Distribution Date. NoReceivable has a final scheduled payment date laterthan six months prior to the Class D FinalScheduled Distribution Date.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 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>2012</strong>-234 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 any Obligoris 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 <strong>Receivables</strong> as of the Cutoff Date(based on the FICO score recorded at therespective dates of origination of such <strong>Receivables</strong>)was approximately 528. The FICO score withrespect to any Receivable with co-obligors is thehigher of each obligor’s FICO score at the time ofapplication.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 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>2012</strong>-2Enforcement mechanism(s)38 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 in allmaterial respects, the Seller [Originator] shall repurchasesuch Receivable by the last day of the second CollectionPeriod following the Collection Period in which thediscovery of the breach is made or notice is received, asthe case may be. This repurchase obligation shall obtain forall representations and warranties of the Seller [Originator]contained in Section # of this Agreement whether or not theSeller [Originator] has knowledge of the breach at the timeof the breach or at the time the representations andwarranties were made. In consideration of the purchase ofany such Receivable, the Seller [Originator] shall remit anamount equal to the Warranty Purchase Payment in respectof such Receivable to 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 of asubsequently discovered breach of any local law orruling or regulation thereunder) which materially andadversely affects the interests of the Purchaser, theIssuer or the Noteholders in any Receivable thatshall not have been cured by the close of businesson the last day of the Collection Period whichincludes the 45th day after the date on which theSeller becomes aware of, or receives written noticefrom the Servicer, the Purchaser, the Issuer oreither <strong>Trust</strong>ee of such breach, the Seller shallrepurchase such Receivable from the Issuer as ofthe close of business on the last day of suchCollection Period, by depositing an amount equal tothe Purchase Amount into the Collection Account onthe related Deposit Date. This repurchase obligationshall apply to all representations and warrantiescontained in Section 3.03(a) whether or not theSeller or the Purchaser has knowledge of thebreach at the time of the breach or at the time therepresentations and warranties were made. Inconsideration of the repurchase of any suchReceivable the Seller shall remit an amount equal tothe Purchase Amount in respect of such Receivableto the Issuer in the manner set forth in the Sale andServicing Agreement. In the event that, as of thedate of execution and delivery of this Agreement,any Liens shall have been filed, including Liens forwork, labor or materials relating to a FinancedVehicle, that shall be prior to, or equal or coordinatewith, the Lien granted by the related Receivable(whether or not the Seller has knowledge thereof),which Liens shall not have been satisfied orotherwise released in full as of the Closing 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) and all moniesdue or to become due with respect thereto and allproceeds thereof. The Purchaser, the Issuer, theOwner <strong>Trust</strong>ee or the Indenture <strong>Trust</strong>ee, asapplicable, shall execute such documents andinstruments of transfer or assignment and take suchother actions as shall reasonably be requested bythe Seller to effect the conveyance of suchReceivable pursuant to this Section. The soleremedy of the Purchaser, the Issuer, the <strong>Trust</strong>ees orthe Noteholders with respect to a breach of theSeller’s representations and warranties pursuant toSection 3.03(a) or with respect to the existence ofany such Liens or claims shall be to require theSeller to repurchase the related <strong>Receivables</strong>pursuant to this Section.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>2012</strong>-239 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 of theSeller’s [Intermediary] representations and warranties madepursuant to Section # that materially and adversely affectsthe interests of the Issuer in any Receivable. By the last dayof the second Collection Period following the CollectionPeriod in which it discovers or receives notice of suchbreach, the Seller [Intermediary] shall, unless such breachshall have been cured in all material respects, repurchasesuch Receivable and, if necessary, the Seller [Intermediary]shall enforce the obligation of [Originator] under the<strong>Receivables</strong> Purchase Agreement to repurchase suchReceivable 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 warranties40 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:41 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.42 All steps necessary to perfect the Issuing Entity’ssecurity interest against each Obligor in the propertysecuring the <strong>Receivables</strong> have been taken.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.The Issuer has taken all steps necessary to perfect itssecurity interest against the Obligor in the FinancedVehicles.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 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>2012</strong>-243 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.44 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.45 The Issuing Entity has caused or will have caused, withinten (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.46 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, orotherwise conveyed any of the <strong>Receivables</strong>. The IssuingEntity has not authorized the filing of, nor is the IssuingEntity aware of, any financing statements against theSeller, the Depositor or the Issuing Entity that include adescription of collateral covering the <strong>Receivables</strong> otherthan the financing statements relating to the securityinterests granted to the Depositor, the Issuing Entity andthe Indenture <strong>Trust</strong>ee under the Basic Documents or anyfinancing statement that has been terminated. TheIssuing Entity is not aware of any judgment or tax lienfilings against the Seller, the Depositor or the IssuingEntity.47 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 <strong>Receivables</strong> constitute “tangible chattel paper”within the meaning of the applicable UCC.The Issuer owns and has good and marketable title tothe <strong>Receivables</strong> free and clear of any Lien, claim orencumbrance 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 is holdingthe loan agreements and installment sales contractsthat constitute or evidence the <strong>Receivables</strong> solely onbehalf and for the benefit of the Noteholders.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>2012</strong>-2Enforcement mechanism(s)48 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 with thisIndenture proves to have been incorrect in any materialrespect as of the time made and, in each case, suchfailure or incorrectness continues for a period of 60 daysafter notice was given to the Issuer by the Indenture<strong>Trust</strong>ee or to the Issuer and the Indenture <strong>Trust</strong>ee by theNote holders of at least 25% of the Note Balance of theControlling Class specifying such failure orincorrectness, requiring it to be remedied and stating thatsuch notice is a “Notice of Default”.49 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 and annula 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 if theEvent of Default giving rise to such acceleration had notoccurred, (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 material respectas of the time when the same shall have been made,and the circumstance or condition in respect of whichsuch representation or warranty was incorrect shallnot have been eliminated or otherwise cured for aperiod of 45 days (or for such longer period, not inexcess of 90 days, as may be reasonably necessaryto remedy such default; provided that such default iscapable of remedy within 90 days and the Issuer hascommenced, or will promptly commence and pursue,all reasonably efforts to remedy such default) afterthere shall have been given, by registered or certifiedmail, to the Issuer by the Depositor or the Indenture<strong>Trust</strong>ee or to the Issuer, the Depositor and theIndenture <strong>Trust</strong>ee by the Holders of Notes evidencingnot less than 25% of the Note Balance of theControlling Class of Notes, a written notice specifyingsuch incorrect representation or warranty andrequiring it to be remedied and stating that suchnotice is a notice of Default hereunder;Section 5.02. Acceleration of Maturity; Rescission andAnnulment.(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 Rating Agency,declare the Notes to be immediately due and payable,by a notice in writing to the Issuer (and to theIndenture <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 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>2012</strong>-2paid 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.50 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 obtained andcollect 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 be immediatelydue and payable following an Event of Default, theIndenture <strong>Trust</strong>ee may, or at the written direction ofthe Holders of Notes evidencing not less than 51% ofthe Note Balance of the Controlling Class of Notesshall, take one or more of the following actions as sodirected (subject to Sections 5.02 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 by declarationor otherwise, enforce any judgment obtained andcollect from the Issuer and any other obligor upon theNotes 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 and allaccrued but unpaid interest on the Outstanding Notesor (C)the Indenture <strong>Trust</strong>ee determines that the <strong>Trust</strong>Estate will not continue to provide sufficient funds forthe payment of principal of and interest on the Notesas they would have become due if the Notes had notbeen declared immediately due and payable, and theIndenture <strong>Trust</strong>ee obtains the consent of the HoldersCopyright © <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>2012</strong>-2of Notes evidencing not less than 66⅔% of theaggregate Note Balance. In determining suchsufficiency or insufficiency with respect to clauses (B)and (C), the Indenture <strong>Trust</strong>ee may, but need not,obtain and rely upon an opinion of an Independentinvestment banking or accounting firm of nationalreputation as to the feasibility of such proposed actionand as to the sufficiency of the <strong>Trust</strong> Estate for suchpurpose.Table 3No. Benchmark TransactionRepresentations and warranties51 Not included in the Benchmark. Representations and Warranties of Servicer. ACA, asinitial Servicer, makes the following representationsand warranties on which the Issuer is deemed to haverelied in acquiring the <strong>Trust</strong> Property. Therepresentations and warranties speak as of the date ofexecution and delivery of this Agreement and as of theClosing Date, and shall survive the sale, transfer,assignment and conveyance of the <strong>Trust</strong> Property tothe Issuer and the pledge thereof to the Indenture<strong>Trust</strong>ee pursuant to the Indenture:52 Not included in the Benchmark. Organization and Good Standing. The Servicer is alimited liability company duly organized and validlyexisting under the laws of the State of South Carolinaand continues to hold a valid certificate to do businessas such. It is duly authorized to own its properties andtransact its business and is in good standing in eachjurisdiction in which the character of the businesstransacted by it or any properties owned or leased by itrequires such authorization and in which the failure tobe so authorized would have a material adverse effecton its business, properties, assets or condition(financial or other) and those of its subsidiaries,considered as one enterprise. The Servicer has, and atall relevant times had, the power, authority and legalright to service the <strong>Receivables</strong>.53 Not included in the Benchmark. Due Qualification. The Servicer is duly qualified to dobusiness in good standing and has obtained allnecessary licenses and approvals in each jurisdiction inwhich the failure to so qualify or to obtain such licensesand approvals would, in the reasonable judgment of theServicer, materially and adversely affect theperformance by the Servicer of its obligations under, orthe validity or enforceability of, the Servicer BasicDocuments, the <strong>Receivables</strong> or the Securities.54 Not included in the Benchmark. Power and Authority. The Servicer has the power andauthority to execute, deliver and perform its obligationsunder the Servicer Basic Documents; and theexecution, delivery and performance of the ServicerBasic Documents have been duly authorized by theServicer by all necessary action.55 Not included in the Benchmark. Binding Obligation. Each Servicer Basic DocumentCopyright © <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>2012</strong>-2constitutes the legal, valid and binding obligation of theServicer, enforceable against the Servicer inaccordance with its terms, except as enforceability maybe subject to or limited by bankruptcy, insolvency,reorganization, moratorium, fraudulent conveyance,fraudulent transfer or other similar laws affecting theenforcement of creditors’ rights in general, and bygeneral principles of equity, regardless of whetherconsidered in a Proceeding in equity or at law.56 Not included in the Benchmark. No Violation. The execution, delivery and performanceby the Servicer of the Servicer Basic Documents, theconsummation of the transactions contemplated herebyand thereby and the fulfillment of their respective termsshall not conflict with, result in any breach of any of theterms and provisions of, or constitute (with or withoutnotice or lapse of time or both) a default under, thecertificate of formation or limited liability companyagreement of the Servicer, or any material indenture,agreement, mortgage, deed of trust or other instrumentto which the Servicer is a party, by which the Serviceris bound or to which any of its properties are subject; orresult in the creation or imposition of any Lien upon anyof its properties pursuant to the terms of any suchindenture, agreement, mortgage, deed of trust or otherinstrument, other than the Servicer Basic Documents,or violate any law, order, rule or regulation applicable tothe Servicer or its properties of any GovernmentalAuthority having jurisdiction over the Servicer or any ofits properties.57 Not included in the Benchmark. No Proceedings. There are no Proceedings orinvestigations pending or, to the knowledge of theServicer, threatened, against the Servicer before anyGovernmental Authority having jurisdiction over theServicer or its properties: (i)asserting the invalidity ofany Basic Document, (ii)seeking to prevent theissuance of the Securities or the consummation of anyof the transactions contemplated by the BasicDocuments, (iii)seeking any determination or rulingthat, in the reasonable judgment of the Servicer, wouldmaterially and adversely affect the performance by it ofits obligations under, or the validity or enforceability of,this Agreement or the <strong>Receivables</strong> or (iv)seeking toadversely affect the federal income tax or other federal,State or local tax attributes of the Securities.58 Not included in the Benchmark. No Consents. The Servicer is not required to obtain theconsent of any Person or any consent, license,approval or authorization, or registration or declarationwith, any Governmental Authority in connection with theexecution, delivery, performance, validity orenforceability of this Agreement and the other ServicerBasic Documents which has not already been obtained.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 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>2012</strong>-2Enforcement mechanism(s)59 Not included in the Benchmark. The occurrence of any one of the following events shallconstitute an event of servicing termination hereunder(each, a “Servicer Termination Event”): anyrepresentation or warranty of the Servicer made in thisAgreement, or in any certificate or report deliveredpursuant hereto, other than any representation orwarranty relating to a Receivable that has beenpurchased by the Servicer, proving to have beenincorrect in any material respect as of the time whenthe same shall have been made, and the circumstanceor condition in respect of which such representation orwarranty was incorrect shall not have been eliminatedor otherwise cured for a period of 45 days after anExecutive Officer of the Servicer has knowledgethereof or 45 days after the date on which written noticeof such circumstance or condition, requiring the sameto be eliminated or cured, shall have been given to theServicer by the Indenture <strong>Trust</strong>ee or by the Holders ofNotes evidencing not less than 25% of the NoteBalance of the Controlling Class of Notes;…If a Servicer Termination Event shall have occurredand not have been remedied, either the Indenture<strong>Trust</strong>ee or the Holders of Notes evidencing not lessthan 51% of the Note Balance of the Controlling Classof Notes (or holders of Certificates representing notless than 51% of the aggregate Certificate PercentageInterests outstanding if the Notes are no longerOutstanding), by providing a Servicer TerminationNotice to the Depositor and the Servicer (and to theIndenture <strong>Trust</strong>ee if given by the Noteholders), with acopy to the Backup Servicer, may terminate all therights and obligations of the Servicer under thisAgreement; provided, however, that the indemnificationobligations of the Servicer under Section 6.02 shallsurvive such termination.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>2012</strong>-2The language in Standard & Poor’s Ratings Services’ 17g-7 Benchmark reflects representations, warranties and enforcementmechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In orderto make the benchmarks generic, we made the following modifications. Specific article or section numbers have beenreplaced by a number symbol (Example: ‘Section 5’ now reads as ‘Section #’). Proper nouns have been replaced with thebracketed name of the role the entity plays in the transaction (Example: ‘ABC Corp’ now reads as [Seller]). Numbers oramounts specific to a deal have been replaced with a number symbol (Example: ‘more than 30%’ now reads as ‘more than#%’). Non-numerical characteristics have been replaced by a generic description (Example: ‘financing of agricultural andconstruction 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>2012</strong>-2DisclaimerCopyright © <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, specialor consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lostprofits and opportunity costs or losses caused by negligence) in connection with any use of the Content even ifadvised 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 to havebeen 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 of securitiesor from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analysesare made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com andwww.globalcreditportal.com (subscription), and may be distributed through other means, including via S&P publicationsand third-party redistributors. Additional information about our ratings fees is available atwww.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

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