exv10w10






Exhibit 10.10




(Multicurrency — Cross Border)




ISDA®




International Swap Dealers Association, Inc.




MASTER AGREEMENT




dated as of May 29, 2008




	 	 	 	 	 
	CREDIT SUISSE INTERNATIONAL

	 	and
	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F





have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that
are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and
the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties
confirming those Transactions.



Accordingly, the parties agree as follows: —




1. Interpretation



(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings
therein specified for the purpose of this Master Agreement.



(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and
the other provisions of this Master Agreement, the Schedule will prevail. In the event of any
inconsistency between the provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.



(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the parties (collectively referred
to as this “Agreement”), and the parties would not otherwise enter into any Transactions.




2. Obligations



(a) General Conditions.





(i) Each party will make each payment or delivery specified in each Confirmation to be made
by it, subject to the other provisions of this Agreement.




(ii) Payments under this Agreement will be made on the due date for value on that date in
the place of the account specified in the relevant Confirmation or otherwise pursuant to
this Agreement, in freely transferable funds and in the manner customary for payments in the
required currency. Where settlement is by delivery (that is, other than by payment), such
delivery will be made for receipt on the due date in the manner customary for the relevant
obligation unless otherwise specified in the relevant Confirmation or elsewhere in this
Agreement.




(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect to the other
party has occurred and is continuing, (2) the condition precedent that no Early Termination
Date in respect of the relevant Transaction has occurred or been effectively designated and
(3) each other applicable condition precedent specified in this Agreement.



Copyright © 1992 by International Swap Dealers Association, Inc.



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(b) Change of Account. Either party may change its account for receiving a payment or delivery by
giving notice to the other party at least five Local Business Days prior to the scheduled date for
the payment or delivery to which such change applies unless such other party gives timely notice of
a reasonable objection to such change.



(c) Netting. If on any date amounts would otherwise be payable: —





(i) in the same currency; and




(ii) in respect of the same Transaction,


by each party to the other, then, on such date, each party’s obligation to make payment of any such
amount will be automatically satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount that would otherwise have
been payable by the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.



The parties may elect in respect of two or more Transactions that a net amount will be determined
in respect of all amounts payable on the same date in the same currency in respect of such
Transactions, regardless of whether such amounts are payable in respect of the same Transaction.
The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the election, together with
the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such
Transactions from such date). This election may be made separately for different groups of
Transactions and will apply separately to each pairing of Offices through which the parties make
and receive payments or deliveries.



(d) Deduction or Withholding for Tax.





(i) Gross-Up. All payments under this Agreement will be made without any deduction or
withholding for or on account of any Tax unless such deduction or withholding is required by
any applicable law, as modified by the practice of any relevant governmental revenue
authority, then in effect. If a party is so required to deduct or withhold, then that party
(“X”) will: —




(1) promptly notify the other party (“Y”) of such requirement;




(2) pay to the relevant authorities the full amount required to be deducted or
withheld (including the full amount required to be deducted or withheld from any
additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier
of determining that such deduction or withholding is required or receiving notice
that such amount has been assessed against Y;




(3) promptly forward to Y an official receipt (or a certified copy), or other
documentation reasonably acceptable to Y, evidencing such payment to such
authorities; and




(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to
which Y is otherwise entitled under this Agreement, such additional amount as is
necessary to ensure that the net amount actually received by Y (free and clear of
Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y
would have received had no such deduction or withholding been required. However, X
will not be required to pay any additional amount to Y to the extent that it would
not be required to be paid but for: —




(A) the failure by Y to comply with or perform any agreement contained in
Section 4(a)(i), 4(a)(iii) or 4(d); or




(B) the failure of a representation made by Y pursuant to Section 3(f) to be
accurate and true unless such failure would not have occurred but for (I)
any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a
party to this Agreement) or (II) a Change in Tax Law.



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(ii) Liability. If: —




(1) X is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect of
which X would not be required to pay an additional amount to Y under Section
2(d)(i)(4);




(2) X does not so deduct or withhold; and




(3) a liability resulting from such Tax is assessed directly against X,




then, except to the extent Y has satisfied or then satisfies the liability resulting from
such Tax, Y will promptly pay to X the amount of such liability (including any related
liability for interest, but including any related liability for penalties only if Y has
failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or
4(d)).


(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party that defaults in the performance
of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be
required to pay interest (before as well as after judgment) on the overdue amount to the other
party on demand in the same currency as such overdue amount, for the period from (and including)
the original due date for payment to (but excluding) the date of actual payment, at the Default
Rate. Such interest will be calculated on the basis of daily compounding and the actual number of
days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in
respect of the relevant Transaction, a party defaults in the performance of any obligation required
to be settled by delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.




3. Representations



Each party represents to the other party (which representations will be deemed to be repeated by
each party on each date on which a Transaction is entered into and, in the case of the
representations in Section 3(f), at all times until the termination of this Agreement) that: —



(a) Basic Representations.





(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of
its organisation or incorporation and, if relevant under such laws, in good standing;




(ii) Powers. It has the power to execute this Agreement and any other documentation
relating to this Agreement to which it is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by this Agreement to deliver
and to perform its obligations under this Agreement and any obligations it has under any
Credit Support Document to which it is a party and has taken all necessary action to
authorise such execution, delivery and performance;




(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or
conflict with any law applicable to it, any provision of its constitutional documents, any
order or judgment of any court or other agency of government applicable to it or any of its
assets or any contractual restriction binding on or affecting it or any of its assets;




(iv) Consents. All governmental and other consents that are required to have been obtained
by it with respect to this Agreement or any Credit Support Document to which it is a party
have been obtained and are in full force and effect and all conditions of any such consents
have been complied with; and




(v) Obligations Binding. Its obligations under this Agreement and any Credit Support
Document to which it is a party constitute its legal, valid and binding obligations,
enforceable in accordance with their respective terms (subject to applicable bankruptcy,
reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in equity or at law)).



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(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge,
Termination Event with respect to it has occurred and is continuing and no such event or
circumstance would occur as a result of its entering into or performing its obligations under this
Agreement or any Credit Support Document to which it is a party.



(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any
of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal,
governmental body, agency or official or any arbitrator that is likely to affect the legality,
validity or enforceability against it of this Agreement or any Credit Support Document to which it
is a party or its ability to perform its obligations under this Agreement or such Credit Support
Document.



(d) Accuracy of Specified Information. All applicable information that is furnished in writing by
or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the
Schedule is, as of the date of the information, true, accurate and complete in every material
respect.



(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it
for the purpose of this Section 3(e) is accurate and true.



(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it
for the purpose of this Section 3(f) is accurate and true.




4. Agreements



Each party agrees with the other that, so long as either party has or may have any obligation under
this Agreement or under any Credit Support Document to which it is a party: —



(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under
subparagraph (iii) below, to such government or taxing authority as the other party reasonably
directs: —





(i) any forms, documents or certificates relating to taxation specified in the Schedule or
any Confirmation;




(ii) any other documents specified in the Schedule or any Confirmation; and




(iii) upon reasonable demand by such other party, any form or document that may be required
or reasonably requested in writing in order to allow such other party or its Credit Support
Provider to make a payment under this Agreement or any applicable Credit Support Document
without any deduction or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate (so long as the completion, execution or submission of such
form or document would not materially prejudice the legal or commercial position of the
party in receipt of such demand), with any such form or document to be accurate and
completed in a manner reasonably satisfactory to such other party and to be executed and to
be delivered with any reasonably required certification,


in each case by the date specified in the Schedule or such Confirmation or, if none is specified,
as soon as reasonably practicable.



(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and
effect all consents of any governmental or other authority that are required to be obtained by it
with respect to this Agreement or any Credit Support Document to which it is a party and will use
all reasonable efforts to obtain any that may become necessary in the future.



(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders
to which it may be subject if failure so to comply would materially impair its ability to perform
its obligations under this Agreement or any Credit Support Document to which it is a party.



(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section
3(f) to be accurate and true promptly upon learning of such failure.



(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon
it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is
incorporated,



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organised, managed and controlled. or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”)
and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or
in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.




5. Events of Default and Termination Events



(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of any of the following
events constitutes an event of default (an “Event of Default”) with respect to such party: —





(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under
this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such
failure is not remedied on or before the third Local Business Day after notice of such
failure is given to the party;




(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or
obligation (other than an obligation to make any payment under this Agreement or delivery
under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or
obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the
party in accordance with this Agreement if such failure is not remedied on or before the
thirtieth day after notice of such failure is given to the party;




(iii) Credit Support Default.




(1) Failure by the party or any Credit Support Provider of such party to comply with
or perform any agreement or obligation to be complied with or performed by it in
accordance with any Credit Support Document if such failure is continuing after any
applicable grace period has elapsed;




(2) the expiration or termination of such Credit Support Document or the failing or
ceasing of such Credit Support Document to be in full force and effect for the
purpose of this Agreement (in either case other than in accordance with its terms)
prior to the satisfaction of all obligations of such party under each Transaction to
which such Credit Support Document relates without the written consent of the other
party; or




(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or
rejects, in whole or in part, or challenges the validity of, such Credit Support
Document;




(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or
(f)) made or repeated or deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit Support Document proves to
have been incorrect or misleading in any material respect when made or repeated or deemed to
have been made or repeated;




(v) Default under Specified Transaction. The party, any Credit Support Provider of such
party or any applicable Specified Entity of such party (1) defaults under a Specified
Transaction and, after giving effect to any applicable notice requirement or grace period,
there occurs a liquidation of, an acceleration of obligations under, or an early termination
of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice
requirement or grace period, in making any payment or delivery due on the last payment,
delivery or exchange date of, or any payment on early termination of, a Specified
Transaction (or such default continues for at least three Local Business Days if there is no
applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or
rejects, in whole or in part, a Specified Transaction (or such action is taken by any person
or entity appointed or empowered to operate it or act on its behalf);




(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the
party, the occurrence or existence of (1) a default, event of default or other similar
condition or event (however



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described) in respect of such party, any Credit Support Provider of such party or any
applicable Specified Entity of such party under one or more agreements or instruments
relating to Specified Indebtedness of any of them (individually or collectively) in an
aggregate amount of not less than the applicable Threshold Amount (as specified in the
Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at
such time of being declared, due and payable under such agreements or instruments, before it
would otherwise have been due and payable or (2) a default by such party, such Credit
Support Provider or such Specified Entity (individually or collectively) in making one or
more payments on the due date thereof in an aggregate amount of not less than the applicable
Threshold Amount under such agreements or instruments (after giving effect to any applicable
notice requirement or grace period);




(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable
Specified Entity of such party: –




(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(2) becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (3) makes a general
assignment, arrangement or composition with or for the benefit of its creditors; (4)
institutes or has instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law
or other similar law affecting creditors’ rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such proceeding or petition
instituted or presented against it, such proceeding or petition (A) results in a
judgment of insolvency or bankruptcy or the entry of an order for relief or the
making of an order for its winding-up or liquidation or (B) is not dismissed,
discharged, stayed or restrained in each case within 30 days of the institution or
presentation thereof, (5) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation, amalgamation or
merger); (6) seeks or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other similar
official for it or for all or substantially all its assets; (7) has a secured party
take possession of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or
against all or substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged, stayed or restrained,
in each case within 30 days thereafter; (8) causes or is subject to any event with
respect to it which, under the applicable laws of any jurisdiction, has an analogous
effect to any of the events specified in clauses (1) to (7) (inclusive); or (9)
takes any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing acts; or




(viii) Merger Without Assumption. The party or any Credit Support Provider of such party
consolidates or amalgamates with, or merges with or into, or transfers all or substantially
all its assets to, another entity and, at the time of such consolidation, amalgamation,
merger or transfer: –




(1) the resulting, surviving or transferee entity fails to assume all the
obligations of such party or such Credit Support Provider under this Agreement or
any Credit Support Document to which it or its predecessor was a party by operation
of law or pursuant to an agreement reasonably satisfactory to the other party to
this Agreement; or




(2) the benefits of any Credit Support Document fail to extend (without the consent
of the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.


(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of any event specified
below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is
specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event



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Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if
the event is specified pursuant to (v) below:—





(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date
on which a Transaction is entered into, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority with competent jurisdiction of
any applicable law after such date. it becomes unlawful (other than as a result of a breach
by the party of Section 4(b)) for such party (which will be the Affected Party):—




(1) to perform any absolute or contingent obligation to make a payment or delivery
or to receive a payment or delivery in respect of such Transaction or to comply with
any other material provision of this Agreement relating to such Transaction; or




(2) to perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider) has
under any Credit Support Document relating to such Transaction;




(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of
competent jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a party to this
Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or
there is a substantial likelihood that it will, on the next succeeding Scheduled Payment
Date (1) be required to pay to the other party an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be
deducted or withheld for or on account of a Tax (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such
Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));




(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding
Scheduled Payment Date will either (1) be required to pay an additional amount in respect of
an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or
withheld for or on account of any Indemnifiable Tax in respect of which the other party is
not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or
(B)), in either case as a result of a party consolidating or amalgamating with, or merging
with or into, or transferring all or substantially all its assets to, another entity (which
will be the Affected Party) where such action does not constitute an event described in
Section 5(a)(viii);




(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule
as applying to the party, such party (“X”), any Credit Support Provider of X or any
applicable Specified Entity of X consolidates or amalgamates with, or merges with or into,
or transfers all or substantially all its assets to, another entity and such action does not
constitute an event described in Section 5(a)(viii) but the creditworthiness of the
resulting, surviving or transferee entity is materially weaker than that of X, such Credit
Support Provider or such Specified Entity, as the case may be, immediately prior to such
action (and, in such event, X or its successor or transferee, as appropriate, will be the
Affected Party); of




(v) Additional Termination Event. If any “Additional Termination Event” is specified in the
Schedule or any Confirmation as applying, the occurrence of such event (and, in such event,
the Affected Party or Affected Parties shall be as specified for such Additional Termination
Event in the Schedule or such Confirmation).


(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute
or give rise to an Event of Default also constitutes an Illegality, it will be treated as an
Illegality and will not constitute an Event of Default.



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6. Early Termination



(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect
to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the
“Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the
relevant Event of Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early
Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in
respect of all outstanding Transactions will occur immediately upon the occurrence with respect to
such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the institution of the
relevant proceeding or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous
thereto, (8).



(b) Right to Terminate Following Termination Event.





(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming
aware of it, notify the other party, specifying the nature of that Termination Event and
each Affected Transaction and will also give such other information about that Termination
Event as the other party may reasonably require.




(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1)
or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger
occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition
to its right to designate an Early Termination Date under Section 6(b)(iv), use all
reasonable efforts (which will not require such party to incur a loss, excluding immaterial,
incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i)
all its rights and obligations under this Agreement in respect of the Affected Transactions
to another of its Offices or Affiliates so that such Termination Event ceases to exist.




If the Affected Party is not able to make such a transfer it will give notice to the other
party to that effect within such 20 day period, whereupon the other party may effect such a
transfer within 30 days after the notice is given under Section 6(b)(i).




Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional
upon the prior written consent of the other party, which consent will not be withheld if
such other party’s policies in effect at such time would permit it to enter into
transactions with the transferee on the terms proposed.




(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs
and there are two Affected Parties, each party will use all reasonable efforts to reach
agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to
avoid that Termination Event.




(iv) Right to Terminate. If:—




(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as
the case may be, has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i); or




(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an
Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the
Burdened Party is not the Affected Party,




either party in the case of an Illegality, the Burdened Party in the case of a Tax Event
Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination
Event if there is more than one Affected Party, or the party which is not the Affected Party
in the case of a Credit Event Upon Merger or an Additional Termination Event if there is
only one Affected Party may, by not more than 20 days notice to the other party and provided
that the relevant Termination Event is then



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continuing, designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all Affected Transactions.


(c) Effect of Designation.





(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the
Early Termination Date will occur on the date so designated, whether or not the relevant
Event of Default or Termination Event is then continuing.




(ii) Upon the occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated
Transactions will be required to be made, but without prejudice to the other provisions of
this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be
determined pursuant to Section 6(e).


(d) Calculations.





(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any, contemplated by
Section 6(e) and will provide to the other party a statement (1) showing, in reasonable
detail, such calculations (including all relevant quotations and specifying any amount
payable under Section 6(e)) and (2) giving details of the relevant account to which any
amount payable to it is to be paid. In the absence of written confirmation from the source
of a quotation obtained in determining a Market Quotation, the records of the party
obtaining such quotation will be conclusive evidence of the existence and accuracy of such
quotation.




(ii) Payment Date. An amount calculated as being due in respect of any Early Termination
Date under Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or occurs as a
result of an Event of Default) and on the day which is two Local Business Days after the day
on which notice of the amount payable is effective (in the case of an Early Termination Date
which is designated as a result of a Termination Event). Such amount will be paid together
with (to the extent permitted under applicable law) interest thereon (before as well as
after judgment) in the Termination Currency, from (and including) the relevant Early
Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate.
Such interest will be calculated on the basis of daily compounding and the actual number of
days elapsed.


(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions
shall apply based on the parties’ election in the Schedule of a payment measure, either “Market
Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If
the parties fail to designate a payment measure or payment method in the Schedule, it will be
deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The
amount, if any, payable in respect of an Early Termination Date and determined pursuant to this
Section will be subject to any Set-off.





(i) Events of Default. If the Early Termination Date results from an Event of Default:—




(1) First Method and Market Quotation. If the First Method and Market Quotation
apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a
positive number, of (A) the sum of the Settlement Amount (determined by the
Non-defaulting Party) in respect of the Terminated Transactions and the Termination
Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B)
the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party.




(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party
will pay to the Non-defaulting Party, if a positive number, the Non-defaulting
Party’s Loss in respect of this Agreement.




(3) Second Method and Market Quotation. If the Second Method and Market Quotation
apply, an amount will be payable equal to (A) the sum of the Settlement Amount
(determined by the



ISDA® 1992



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Non-defaulting Party) in respect of the Terminated Transactions and the Termination
Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B)
the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party. If that amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay
the absolute value of that amount to the Defaulting Party.




(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be
payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If
that amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay
the absolute value of that amount to the Defaulting Party.




(ii) Termination Events. If the Early Termination Date results from a Termination Event:—




(1) One Affected Party. If there is one Affected Party, the amount payable will be
determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or
Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the
Defaulting Party and to the Non-defaulting Party will be deemed to be references to
the Affected Party and the party which is not the Affected Party, respectively, and,
if Loss applies and fewer than all the Transactions are being terminated, Loss shall
be calculated in respect of all Terminated Transactions.




(2) Two Affected Parties. If there are two Affected Parties:—




(A) if Market Quotation applies, each party will determine a Settlement
Amount in respect of the Terminated Transactions, and an amount will be
payable equal to (I) the sum of (a) one-half of the difference between the
Settlement Amount of the party with the higher Settlement Amount (“X”) and
the Settlement Amount of the party with the lower Settlement Amount (“Y”)
and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X
less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to
Y; and




(B) if Loss applies, each party will determine its Loss in respect of this
Agreement (or, if fewer than all the Transactions are being terminated, in
respect of all Terminated Transactions) and an amount will be payable equal
to one-half of the difference between the Loss of the party with the higher
Loss (“X”) and the Loss of the party with the lower Loss (“Y”).




If the amount payable is a positive number, Y will pay it to X; if it is a negative
number, X will pay the absolute value of that amount to Y.




(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs
because “Automatic Early Termination” applies in respect of a party, the amount determined
under this Section 6(e) will be subject to such adjustments as are appropriate and permitted
by law to reflect any payments or deliveries made by one party to the other under this
Agreement (and retained by such other party) during the period from the relevant Early
Termination Date to the date for payment determined under Section 6(d)(ii).




(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable
under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
is payable for the loss of bargain and the loss of protection against future risks and
except as otherwise provided in this Agreement neither party will be entitled to recover any
additional damages as a consequence of such losses.



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7. Transfer



Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this
Agreement may be transferred (whether by way of security or otherwise) by either party without the
prior written consent of the other party, except that:—



(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation
with, or merger with or into, or transfer of all or substantially all its assets to, another entity
(but without prejudice to any other right or remedy under this Agreement); and



(b) a party may make such a transfer of all or any part of its interest in any amount payable to it
from a Defaulting Party under Section 6(e).



Any purported transfer that is not in compliance with this Section will be void.




8. Contractual Currency



(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the
relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the
extent permitted by applicable law, any obligation to make payments under this Agreement in the
Contractual Currency will not be discharged or satisfied by any tender in any currency other than
the Contractual Currency, except to the extent such tender results in the actual receipt by the
party to which payment is owed, acting in a reasonable manner and in good faith in converting the
currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the amount in the
Contractual Currency so received falls short of the amount in the Contractual Currency payable in
respect of this Agreement, the party required to make the payment will, to the extent permitted by
applicable law, immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency
so received exceeds the amount in the Contractual Currency payable in respect of this Agreement,
the party receiving the payment will refund promptly the amount of such excess.



(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a
currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in
respect of this Agreement, (ii) for the payment of any amount relating to any early termination in
respect of this Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in
full of the aggregate amount to which such party is entitled pursuant to the judgment or order,
will be entitled to receive immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in such other currency
and will refund promptly to the other party any excess of the Contractual Currency received by such
party as a consequence of sums paid in such other currency if such shortfall or such excess arises
or results from any variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such judgment or order and
the rate of exchange at which such party is able, acting in a reasonable manner and in good faith
in converting the currency received into the Contractual Currency, to purchase the Contractual
Currency with the amount of the currency of the judgment or order actually received by such party.
The term “rate of exchange” includes, without limitation, any premiums and costs of exchange
payable in connection with the purchase of or conversion into the Contractual Currency.



(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute
separate and independent obligations from the other obligations in this Agreement, will be
enforceable as separate and independent causes of action, will apply notwithstanding any indulgence
granted by the party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of this Agreement.



(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to
demonstrate that it would have suffered a loss had an actual exchange or purchase been made.



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9. Miscellaneous



(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the
parties with respect to its subject matter and supersedes all oral communication and prior writings
with respect thereto.



(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be
effective unless in writing (including a writing evidenced by a facsimile transmission) and
executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an
electronic messaging system.



(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations
of the parties under this Agreement will survive the termination of any Transaction.



(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and
privileges provided in this Agreement are cumulative and not exclusive of any rights, powers,
remedies and privileges provided by law.



(e) Counterparts and Confirmations.





(i) This Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission), each of which
will be deemed an original.




(ii) The parties intend that they are legally bound by the terms of each Transaction from
the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be
entered into as soon as practicable and may be executed and delivered in counterparts
(including by facsimile transmission) or be created by an exchange of telexes or by an
exchange of electronic messages on an electronic messaging system, which in each case will
be sufficient for all purposes to evidence a binding supplement to this Agreement. The
parties will specify therein or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.


(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect
of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of
any right, power or privilege will not be presumed to preclude any subsequent or further exercise,
of that right, power or privilege or the exercise of any other right, power or privilege.



(g) Headings. The headings used in this Agreement are for convenience of reference only and are
not to affect the construction of or to be taken into consideration in interpreting this Agreement.




10. Offices; Multibranch Parties



(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a
Transaction through an Office other than its head or home office represents to the other party
that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation
of such party, the obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be repeated by such party
on each date on which a Transaction is entered into.



(b) Neither party may change the Office through which it makes and receives payments or deliveries
for the purpose of a Transaction without the prior written consent of the other party.



(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make
and receive payments or deliveries under any Transaction through any Office listed in the Schedule,
and the Office through which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.




11. Expenses



A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all
reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party
by reason of the enforcement and protection of its rights under this Agreement or any Credit
Support Document


ISDA® 1992




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to which the Defaulting Party is a party or by reason of the early termination of any Transaction,
including, but not limited to, costs of collection.




12. Notices



(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in
any manner set forth below (except that a notice or other communication under Section 5 or 6 may
not be given by facsimile transmission or electronic messaging system) to the address or number or
in accordance with the electronic messaging system details provided (see the Schedule) and will be
deemed effective as indicated:—





(i) if in writing and delivered in person or by courier, on the date it is delivered;




(ii) if sent by telex, on the date the recipient’s answerback is received;




(iii) if sent by facsimile transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form (it being agreed that the burden of
proving receipt will be on the sender and will not be met by a transmission report generated
by the sender’s facsimile machine);




(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery is attempted;
or




(v) if sent by electronic messaging system, on the date that electronic message is received,


unless the date of that delivery (or attempted delivery) or that receipt as applicable, is not a
Local Business Day or that communication is delivered (or attempted) or received, as applicable,
after the close of business on a Local Business Day, in which case that communication shall be
deemed given and effective on the first following day that is a Local Business Day.



(b) Change of Addresses. Either party may by notice to the other change the address, telex or
facsimile number or electronic messaging system details at which notices or other communications
are to be given to all




13. Governing Law and Jurisdiction



(a) Governing Law. This Agreement will be governed by and construed in accordance with the law
specified in the Schedule.



(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement
(“Proceedings”), each party irrevocably:—





(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be
governed by English law, or to the non-exclusive jurisdiction of the courts of the State of
New York and the United States District Court located in the Borough of Manhattan in New
York City, if this Agreement is expressed to be governed by the laws of the State of New
York; and




(ii) waives any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings have been
brought in an inconvenient forum and further waives the right to object, with respect to
such Proceedings, that such court does not have any jurisdiction over such party.


Nothing in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English law, the
Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or
any modification, extension or re-enactment thereof for the time being in force) nor will the
bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in
any other jurisdiction.



(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified
opposite its name in the Schedule to receive, for it and on its behalf, service of process in any
Proceedings. If for any


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reason any party’s Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to the other party.
The parties irrevocably consent to service of process given in the manner provided for notices in
Section 12. Nothing in this Agreement will affect the right of either party to serve process in any
other manner permitted by law.



(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by
applicable law, with respect to itself and its revenues and assets (irrespective of their use or
intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit,
(ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance
or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and
(v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise
be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the
extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.




14. Definitions



As used in this Agreement: —



“Additional Termination Event” has the meaning specified in Section 5(b).



“Affected Party” has the meaning specified in Section 5(b).



“Affected Transactions” means (a) with respect to any Termination Event consisting of an
Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such
Termination Event and (b) with respect to any other Termination Event, all Transactions.



“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled,
directly or indirectly, by the person, any entity that controls, directly or indirectly, the person
or any entity directly or indirectly under common control with the person. For this purpose,
“control” of any entity or person means ownership of a majority of the voting power of the entity
or person.



“Applicable Rate” means: —



(a) in respect of obligations payable or deliverable (or which would have been but for Section
2(a)(iii)) by a Defaulting Party, the Default Rate;



(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after
the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the
Default Rate;



(c) in respect of all other obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and



(d) in all other cases, the Termination Rate.



“Burdened Party” has the meaning specified in Section 5(b).



“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change
in or amendment to, any law (or in the application or official interpretation of any law) that
occurs on or after the date on which the relevant Transaction is entered into.



“consent” includes a consent, approval, action, authorisation, exemption, notice, filing,
registration or exchange control consent.



“Credit Event Upon Merger” has the meaning specified in Section 5(b).



“Credit Support Document” means any agreement or instrument that is specified as such in this
Agreement.



“Credit Support Provider” has the meaning specified in the Schedule.



“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual
cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant
amount plus 1% per annum.


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“Defaulting Party” has the meaning specified in Section 6(a).



“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).



“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.



“Illegality” has the meaning specified in Section 5(b).



“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a
payment under this Agreement but for a present or former connection between the jurisdiction of the
government or taxation authority imposing such Tax and the recipient of such payment or a person
related to such recipient (including, without limitation, a connection arising from such recipient
or related person being or having been a citizen or resident of such jurisdiction, or being or
having been organised, present or engaged in a trade or business in such jurisdiction, or having or
having had a permanent establishment or fixed place of business in such jurisdiction, but excluding
a connection arising solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this Agreement or a Credit
Support Document).



“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the
practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be
construed accordingly.



“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to
any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if
not so specified, as otherwise agreed by the parties in writing or determined pursuant to
provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other
payment, in the place where the relevant account is located and, if different. in the principal
financial centre, if any, of the currency of such payment, (c) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i), in the city specified in the
address for notice provided by the recipient and, in the case of a notice contemplated by Section
2(b), in the place where the relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.



“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case
may be, and a party, the Termination Currency Equivalent of an amount that party reasonably
determines in good faith to be its total losses and costs (or gain, in which case expressed as a
negative number) in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at
the election of such party but without duplication, loss or cost incurred as a result of its
terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any
gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each applicable condition
precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(c)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a
party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine
its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as
of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in
the relevant markets.



“Market Quotation” means, with respect to one or more Terminated Transactions and a party making
the determination, an amount determined on the basis of quotations from Reference Market-makers.
Each quotation will be for an amount, if any, that would be paid to such party (expressed as a
negative number) or by such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document with respect to the
obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the
“Replacement Transaction”) that would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent
and assuming the satisfaction of each applicable condition precedent) by the parties under Section
2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have


ISDA® 1992




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been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated
Transaction or group of Terminated Transactions are to be excluded but, without limitation, any
payment or delivery that would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each applicable condition precedent) after that Early Termination Date is
to be included. The Replacement Transaction would be subject to such documentation as such party
and the Reference Market-maker may, in good faith, agree. The party making the determination (or
its agent) will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time (without regard to different time zones) on or
as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the party obliged to
make a determination under Section 6(e), and, if each party is so obliged, after consultation with
the other. If more than three quotations are provided, the Market Quotation will be the arithmetic
mean of the quotations, without regard to the quotations having the highest and lowest values, If
exactly three such quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more than one quotation
has the same highest value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of
such Terminated Transaction or group of Terminated Transactions cannot be determined.



“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any
actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant
amount.



“Non-defaulting Party” has the meaning specified in Section 6(a).



“Office” means a branch or office of a party, which may be such party’s head or home office.



“Potential Event of Default” means any event which, with the giving of notice or the lapse of time
or both, would constitute an Event of Default.



“Reference Market-makers” means four leading dealers in the relevant market selected by the party
determining a Market Quotation in good faith (a) from among dealers of the highest credit standing
which satisfy all the criteria that such party applies generally at the time in deciding whether to
offer or to make an extension of credit and (b) to the extent practicable, from among such dealers
having an office in the same city.



“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is
incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office
through which the party is acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through which such payment is
made.



“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section
2(a)(i) with respect to a Transaction.



“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or
similar right or requirement to which the payer of an amount under Section 6 is entitled or subject
(whether arising under this Agreement, another contract, applicable law or otherwise) that is
exercised by, or imposed on, such payer.



“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of.-



(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for
each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is
determined; and



(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts)
for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation
cannot be determined or would not (in the reasonable belief of the party making the determination)
produce a commercially reasonable result.



“Specified Entity” has the meaning specified in the Schedule.



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“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.



“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement
with respect thereto) now existing or hereafter entered into between one party to this Agreement
(or any Credit Support Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap transaction, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or
equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including any option with
respect to any of these transactions), (b) any combination of these transactions and (c) any other
transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.



“Stamp Tax” means any stamp, registration, documentation or similar tax.



“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature
(including interest, penalties and additions thereto) that is imposed by any government or other
taxing authority in respect of any payment under this Agreement other than a stamp, registration,
documentation or similar tax.



“Tax Event” has the meaning specified in Section 5(b).



“Tax Event Upon Merger” has the meaning specified in Section 5(b).



“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a
Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all
Transactions (in either case) in effect immediately before the effectiveness of the notice
designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately
before that Early Termination Date).



“Termination Currency” has the meaning specified in the Schedule.



“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination
Currency, such Termination Currency amount and, in respect of any amount denominated in a currency
other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency
determined by the party making the relevant determination as being required to purchase such amount
of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market
Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the
Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent
(selected as provided below) for the purchase of such Other Currency with the Termination Currency
at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date
as would be customary for the determination of such a rate for the purchase of such Other Currency
for value on the relevant Early Termination Date or that later date. The foreign exchange agent
will, if only one party is obliged to make a determination under Section 6(e), be selected in good
faith by that party and otherwise will be agreed by the parties



“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to
be applicable, a Credit Event Upon Merger or an Additional Termination Event.



“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof
or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of
funding such amounts.



“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate
of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would
have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to
such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in
respect of each Terminated Transaction. for each obligation under Section 2(a)(i) which was (or
would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or
prior to such Early Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market


ISDA® 1992




17









 







value of that which was (or would have been) required to be delivered as of the originally
scheduled date for delivery, in each case together with (to the extent permitted under applicable
law) interest, in the currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to (but excluding) such
Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. The fair market value of any
obligation referred to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it shall be the average
of the Termination Currency Equivalents of the fair market values reasonably determined by both
parties.



IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below
with effect from the date specified on the first page of this document.




	 	 	 	 	 	 	 	 	 	 	 
	CREDIT SUISSE INTERNATIONAL	 	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	(Name of Party)	 	 	 	(Name of Party)	 	 
	 
	 	 	 	 	 	 	By: AMERICREDIT FINANCIAL SERVICES, INC., as	 	 
	 	 	 	 	 	 	Attorney-In-Fact	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Louis J. Impellizeri
	 	 	 	By
	 	/s/ Connie Coffey	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Louis J. Impellizeri
	 	 	 	 	 	Name: Connie Coffey	 	 
	 

	 	Title: Authorized Signatory
	 	 	 	 	 	Title: Senior Vice President, Treasury	 	 
	 

	 	Date: May 29, 2008
	 	 	 	 	 	Date: May 29, 2008	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Kamel Ouchikh	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Kamel Ouchikh	 	 	 	 	 	 	 	 
	 

	 	Title: Authorized Signatory	 	 	 	 	 	 	 	 
	 

	 	Date: May 29, 2008	 	 	 	 	 	 	 	 






ISDA® 1992



18











 





EXECUTION COPY




SCHEDULE

to the

MASTER AGREEMENT

dated as of May 29, 2008 between




CREDIT SUISSE INTERNATIONAL (“Party A”)




and




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F (“Party B”)




Part 1. Termination Provisions





	(a)	 	“Specified Entity” means, with respect to Party A for all purposes of this Agreement,
none, and with respect to Party B for all purposes of this Agreement, none.
	 
	(b)	 	“Specified Transaction” has its meaning as defined in Section 14 of this Agreement.
	 
	(c)	 	The “Automatic Early Termination” provision of Section 6(a) of this Agreement does not apply
to Party A or Party B.
	 
	(d)	 	[Reserved].
	 
	(e)	 	Payments on Early Termination. Except as otherwise provided in this Schedule, “Market
Quotation” and the “Second Method” apply.
	 
	(f)	 	“Termination Currency” means United States Dollars.
	 
	(g)	 	Limitation on Defaults by Party A and Party B. The Events of Default specified in Section 5
of this Agreement shall not apply to Party A or Party B except for the following:






	 	(i)	 	With respect to Party A only, Section 5(a)(i) of this Agreement (Failure to Pay
or Deliver) subject to the provisions of the last paragraph hereof;
	 
	 	(ii)	 	With respect to Party A only, Section 5(a)(ii) of this Agreement (Breach of
Agreement); provided that Section 5(a)(ii) will not apply to Party A with respect to
Party A’s failure to comply with its obligations under Part 5(b)(ii) or 5(b)(iii)
herein or under the Credit Support Annex;
	 
	 	(iii)	 	With respect to Party A only, Section 5(a)(iii) of this Agreement (Credit
Support Default) subject to the provisions of the last paragraph hereof; provided that
Section 5(a)(iii)(1) shall apply to Party B with respect to Party B’s obligations under
Paragraph 3(b) of any Credit Support Annex;
	 
	 	(iv)	 	With respect to Party A only, Section 5(a)(iv) of this Agreement
(Misrepresentation);
	 
	 	(v)	 	With respect to Party A only, Section 5(a)(vi) of this Agreement (Cross
Default). For the purposes of this Part 1(g)(v), “Threshold Amount” shall mean, with
respect to Party A, three percent (3%) of the Stockholders’ Equity (excluding deposits)
of the Relevant Entity. “Stockholders’ Equity” means with respect to an entity, at any
time, the sum at such time of (i) its capital stock (including preferred stock)
outstanding, taken at par value, (ii) its capital surplus and (iii) its retained
earnings, minus (iv) treasury stock, each to be determined in accordance with generally
accepted accounting principles consistently applied.
	 
	 	 	 	“Specified Indebtedness,” with respect to Party A, shall have the meaning
specified in Section 14,
	 
	 	(vi)	 	With respect to Party A only, Section 5(a)(vii) of this Agreement (Bankruptcy);
and




 









 












	 	(vii)	 	With respect to Party A only, Section 5(a)(viii) of this Agreement (Merger
Without Assumption).






	 	 	Notwithstanding Sections 5(a)(i) and 5(a)(iii) of this Agreement, any failure by Party A to
comply with or perform any obligation to be complied with or performed by Party A under the
Credit Support Annex shall not be an Event of Default unless (A) (i) the Second Rating
Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last
time the Second Rating Trigger Requirements did not apply and (ii) such failure is not
remedied on or before the third Local Business Day after notice of such failure is given to
Party A, or (B) (i) a Ratings Event has occurred and is continuing and at least 10 Local
Business Days (or 30 calendar days, in the case of Fitch) have elapsed since the date on
which a Ratings Event occurred and (ii) such failure is not remedied on or before the third
Local Business Day after notice of such failure is given to Party A.






	(h)	 	Limitation on Termination Events by Party A and Party B. The Termination Events specified in
Section 5 of this Agreement shall not apply to Party A or Party B except for the following:






	 	(i)	 	With respect to both Party A and Party B, Section 5(b)(i) of this Agreement
(Illegality);
	 
	 	(ii)	 	With respect to Party A only, Section 5(b)(ii) of this Agreement (Tax Event);
and
	 
	 	(iii)	 	With respect to Party A only, Section 5(b)(iii) of this Agreement (Tax Event
Upon Merger); provided that Party A shall not be entitled to designate an Early
Termination Date by reason of a Tax Event Upon Merger in respect of which it is the
Affected Party.




(i) Additional Termination Events. The occurrence of any of the following events shall be an
Additional Termination Event.





	 	(i)	 	First Rating Trigger. If at any time no Relevant Entity maintains the First
Trigger Required Ratings and the Second Rating Trigger Requirements do not apply and
Party A has failed to (A) comply with or perform any obligation to be complied with or
performed by Party A in accordance with the Credit Support Annex or Part 5(b) hereof
(after giving effect to the relevant time frame specified in Part 5(b) hereof), (B)
furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a
guarantor that maintains the First Trigger Required Ratings and/or the Second Trigger
Required Ratings (provided, that if such guarantor maintains only the Second Trigger
Required Ratings, it must post collateral in the amount required to be posted pursuant
to the terms of the Credit Support Annex (such amount which is the greatest of the
amounts required to be posted by Moody’s, S&P and Fitch) at the time that such Eligible
Guarantee is so furnished) or (C) obtain an Eligible Replacement pursuant to Part 6(a)
that (1) upon satisfaction of the Rating Agency Condition (as defined below) assumes
the obligations of Party A under this Agreement (through a novation or other assignment
and assumption agreement in form and substance reasonably satisfactory to Party B) or
(2) having provided prior written notice to S&P and Fitch, replaces the outstanding
Transactions hereunder with transactions on identical terms, except that Party A shall
be replaced as counterparty (provided that such Eligible Replacement, as of the date of
such assumption or replacement, will not, as a result thereof, be required to withhold
or deduct on account of tax under the Agreement or the new Transactions, as applicable,
and such assumption or replacement will not lead to a Termination Event or Event of
Default occurring under the Agreement or new Transactions, as applicable). With
respect to the foregoing Additional Termination Event, Party A shall be the sole
Affected Party and all Transactions shall be Affected Transactions.
	 
	 	(ii)	 	Second Rating Trigger. (1) The Second Rating Trigger Requirements apply and 30
or more Local Business Days have elapsed since the last time the Second Rating Trigger
Requirements did
not apply and (2) either (A) (x) at least one Eligible Replacement has made a Firm
Offer (which remains capable of becoming legally binding upon acceptance) to be the
transferee of a transfer to be made in accordance with Part 6(a) below and/or (y) at
least one entity with the First Trigger Required Ratings and/or the Second Trigger
Required Ratings has made a Firm Offer (which 




2









 






	 	 	 	remains capable of becoming legally
binding upon acceptance by the offeree) to provide an Eligible Guarantee in respect
of all of Party A’s present and future obligations under this Agreement or (B) Party
A has not used commercially reasonable efforts to obtain any such Firm Offer. With
respect to the foregoing Additional Termination Event, Party A shall be the sole
Affected Party and all Transactions shall be Affected Transactions.






	 	(iii)	 	Ratings Event. Party A fails to comply with any downgrade provisions as set
forth in Part 5(b)(ii) or 5(b)(iii), as applicable, after giving effect to the relevant
time frame specified therein. With respect to the foregoing Additional Termination
Event, Party A shall be the sole Affected Party and all Transactions shall be Affected
Transactions.
	 
	 	(iv)	 	Regulation AB Matters. Party A fails to comply with Part 6(n)(ii) of this
Agreement. With respect to the foregoing Additional Termination Event, Party A shall
be the sole Affected Party and all Transactions shall be Affected Transactions.






	 	 	Notwithstanding anything to the contrary in Section 6 of this Agreement, if either an Event
of Default or Termination Event has occurred and is continuing, (other than with respect to
Section 5(b)(i) or an Additional Termination Event described in Part 1(i)(iv)), neither
Party A nor Party B shall have the right to designate an Early Termination Date unless FSA
has otherwise consented to such designation in writing. Any purported designation in
violation of this provision will, at the election of FSA, be void and of no effect.




(j) Calculations. Notwithstanding Section 6 of this Agreement, for so long as Party A is (A) the
sole Affected Party in respect of an Additional Termination Event or a Tax Event Upon Merger or (B)
the Defaulting Party in respect of any Event of Default, the following shall apply:





(i) The definition of “Market Quotation” shall be deleted in its entirety and replaced with
the following:




	 	 	 	“Market Quotation” means, with respect to one or more Terminated
Transactions, a Firm Offer which is (1) made by a Reference Market-maker that is an
Eligible Replacement, (2) for an amount that would be paid by Party B in
consideration of an agreement between Party B and such Reference Market-maker to
enter into a transaction (the “Replacement Transaction”) that would have the
effect of preserving for Party B the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by the parties under Section
2(a)(i) in respect of such Terminated Transactions or group of Terminated
Transactions that would, but for the occurrence of the relevant Early Termination
Date, have been required after that date, (3) made on the basis that Unpaid Amounts
in respect of the Terminated Transaction or group of Transactions are to be excluded
but, without limitation, any payment or delivery that would, but for the relevant
Early Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be included and (4)
made in respect of a Replacement Transaction with terms substantially the same as
those of this Agreement (save for the exclusion of provisions relating to
Transactions that are not intended to be replacements for Terminated Transactions).






(ii) The definition of “Settlement Amount” shall be deleted in its entirety and replaced
with the following:




	 	 	 	“Settlement Amount” means, with respect to any Early Termination Date, an
amount (as determined by Party B) equal to the Termination Currency Equivalent of
the amount of any
Market Quotation for the relevant Terminated Transaction or group of Terminated
Transactions that is accepted by Party B so as to become legally binding; provided
that:




3









 












	 	(A)	 	If, on the day falling ten Local Business Days after the day on
which the Early Termination Date is designated or such later day as Party B may
specify in writing to Party A (but in either case no later than the Early
Termination Date) (such day the “Latest Settlement Amount Determination
Day”), no Market Quotation for the relevant Terminated Transaction or group
of Terminated Transactions has been accepted by Party B so as to become legally
binding and one or more Market Quotations have been made and remain capable of
becoming legally binding upon acceptance, the Settlement Amount shall equal the
Termination Currency Equivalent of the amount of the lowest of such Market
Quotations; or
	 
	 	(B)	 	If, on the Latest Settlement Amount Determination Day, no
Market Quotation for the relevant Terminated Transaction or group of Terminated
Transactions is accepted by Party B so as to become legally binding and no
Market Quotations have been made and remain capable of becoming legally binding
upon acceptance, the Settlement Amount shall equal Party B’s Loss (without
reference to any Unpaid Amounts) for the relevant Terminated Transaction or
group of Terminated Transactions.






	 	(iii)	 	For the purpose of clause (4) of the definition of Market Quotation, Party B
shall determine in its sole discretion, acting in a commercially reasonable manner,
whether a Firm Offer is made in respect of a Replacement Transaction with commercial
terms substantially the same as those of this Agreement (save for the exclusion of
provisions relating to Transactions that are not Terminated Transactions); provided,
however, that notwithstanding the provisions of this Part 1(j), nothing in this
Agreement shall preclude Party A from obtaining Market Quotations.
	 
	 	(iv)	 	At any time on or before the Latest Settlement Amount Determination Day at
which two or more Market Quotations remain capable of becoming legally binding upon
acceptance, Party B shall be entitled to accept only the lowest of such Market
Quotations.
	 
	 	(v)	 	If Party B requests Party A in writing to obtain Market Quotations, Party A
shall use its reasonable efforts to do so before the Latest Settlement Amount
Determination Day.






	(k)	 	Designation of Early Termination Date; Amendments. Notwithstanding any other provision of
this Agreement, Party B shall not designate an Early Termination Date, and no transfer of any
rights or obligations under this Agreement shall be made, unless each Rating Agency has been
given prior written notice of such amendment, designation or transfer. Furthermore, this
Agreement will not be amended unless the Rating Agency Condition is satisfied.
	 
	(l)	 	No Suspension of Payments. Notwithstanding Section 2(a)(iii) of this Agreement, Party A
shall not suspend any payments due under a Transaction under Section 2(a)(iii).
	 
	(m)	 	Notwithstanding anything to the contrary in Section 6 of this Agreement or Part 1(j) of this
Schedule, the Settlement Amount owing by Party B to Party A shall be zero and the Unpaid
Amounts owing by Party B to Party A shall be zero.





Part 2. Tax Provisions





	(a)	 	Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, each party
makes the following representation: None.
	 
	(b)	 	Gross Up. Section 2(d)(i)(4) shall not apply to Party B as X, and Section 2(d)(ii) shall not
apply to Party B as Y, in each case such that Party B shall not be required to pay any
additional amounts referred to therein.
	 
	(c)	 	Indemnifiable Tax. The definition of “Indemnifiable Tax” in Section 14 is deleted in its
entirety and replaced with the following:




4









 












     “Indemnifiable Tax” means, in relation to payments by Party A, any Tax and, in
relation to payments by Party B, no Tax; provided that nothing herein will modify a party’s
right to terminate by reason of a Tax Event Upon Merger.




	(d)	 	Payee Tax Representations. For the purpose of Section 3(f) of this Agreement:






	 	 	 	(i) Party A makes the following representation(s): None
	 
	 	 	 	(ii) Party B makes the following representation(s): None.






	(e)	 	Tax Forms.






	 	(i)	 	Delivery of Tax Forms. For the purpose of Section 4(a)(i), and without
limiting Section 4(a)(iii), each party agrees to duly complete, execute and deliver to
the other party the tax forms specified below with respect to it (A) before the first
Payment Date under this Agreement and (B) promptly upon reasonable demand by the other
party.
	 
	 	 	 	In addition, in the case of any tax form that is a Periodic Tax Form required to be
delivered by Party B under this Agreement, Party B agrees to renew such tax form
prior to its expiration by completing, executing and delivering to Party A that tax
form (“Renewal Tax Form”) in each succeeding third year following the year
of execution of any such tax form or Renewal Tax Form delivered by Party B to Party
A under this Agreement so that Party A receives each Renewal Tax Form not later than
December 31 of the relevant year. “Periodic Tax Form” means any U.S. IRS
Form W-8BEN, W-8IMY or W-8EXP that is delivered by Party B to Party A without a U.S.
Taxpayer Identification Number.
	 
	 	(ii)	 	Tax Forms to be Delivered by Party A:
	 
	 	 	 	None specified.
	 
	 	(iii)	 	Tax forms to be Delivered by Party B:
	 
	 	 	 	Party B will deliver a correct, complete and duly executed U.S. IRS Form W-9 (or
successor thereto) that eliminates U.S. federal back-up withholding tax on payments
to Party B under this Agreement.





Part 3. Documents





	(a)	 	Delivery of Documents. When it delivers this Agreement, each party shall also deliver its
Closing Documents to the other party, and from time to time after it delivers this Agreement,
each party shall deliver its Other Documents to the other party, in each case in form and
substance reasonably satisfactory to the other party. For each Transaction, a party shall
deliver, promptly upon request, a duly executed incumbency certificate for the person(s)
executing the Confirmation for that Transaction on behalf of that party.






	(b)	 	Closing Documents.






	 	(i)	 	For Party A, “Closing Documents” means:






	 	(A)	 	an opinion of Party A’s counsel addressed to Party B and FSA in
form and substance acceptable to Party B, FSA and the Rating Agencies;
	 
	 	(B)	 	a duly executed incumbency certificate for each person
executing this Agreement for Party A, or in lieu thereof, a copy of the
relevant pages of its official signature book; and




5









 












	 	(C)	 	each Credit Support Document (if any) specified for Party A in
this Schedule, together with a duly executed incumbency certificate for the
person(s) executing that Credit Support Document, or in lieu thereof, a copy of
the relevant pages of its official signature book.






	 	(ii)	 	For Party B, “Closing Documents” means:






	 	(A)	 	an opinion of Party B’s counsel addressed to Party A, FSA and
the Rating Agencies in form and substance acceptable to Party A and the Rating
Agencies;
	 
	 	(B)	 	a duly executed incumbency certificate with respect to each
signatory to this Agreement; and
	 
	 	(C)	 	a duly executed copy of the Indenture and the other operative
documents relating thereto and referred to therein, executed and delivered by
the parties thereto.






	(c)	 	Other Documents.






	 	(i)	 	For Party A, “Other Documents” means: none.
	 
	 	(ii)	 	For Party B, “Other Documents” means: a copy of each Servicer’s
Certificate that is delivered to the Trustee.





Part 4. Miscellaneous





	(a)	 	Addresses for Notices. For purposes of Section 12(a) of this Agreement, all notices to a
party shall, with respect to any particular Transaction, be sent to its address, telex number
or facsimile number specified in the relevant Confirmation, provided that any notice under
Section 5 or 6 of this Agreement, and any notice under this Agreement not related to a
particular Transaction, shall be sent to a party at its address, telex number or facsimile
number specified below; provided, further, that any notice under the Credit Support
Annex shall be sent to a party at its address, telex number or facsimile number specified in
the Credit Support Annex.






	 	 	To Party A:
	 
	 	 	CREDIT SUISSE INTERNATIONAL

One Cabot Square

London E14 4QJ

England





          For the purpose of facsimile notices or communications under this Agreement (other than a
notice or communication under Section 5 or 6):





	 	 	Facsimile No.: 44 20 7888 2686

Attention: Managing Director – Legal Department






	 	 	Telephone number for oral confirmation of receipt of facsimile in legible form: 44 20 7888 2028

Designated responsible employee for the purposes of Section 12(a)(iii): Senior Legal Secretary
	 
	 	 	with a copy to:




6









 












	 	 	FINANCIAL SECURITY ASSURANCE INC.

31 West 52nd Street

New York, New York 10019

Attention: Transaction Oversight Department

Re: Note Policy No. 51899-N, AmeriCredit Automobile Receivables Trust 2008-A-F

Telephone No.:     (212) 826-0100

Facsimile Nos.:     (212) 339-3518, (212) 339-3529

	 
	 	 	To Party B:
	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F

c/o Wilmington Trust Company, as Owner Trustee

1100 North Market Street

Wilmington, Delaware 19890
	 
	 	 	with a copy to:
	 
	 	 	AMERICREDIT FINANCIAL SERVICES, INC.

801 Cherry Street, Suite 3900

Fort Worth, Texas 76102

Attention: Derivatives Operations
	 
	 	 	with a copy to:
	 
	 	 	FINANCIAL SECURITY ASSURANCE INC.

31 West 52nd Street

New York, New York 10019

Attention: Transaction Oversight Department

Re: Note Policy No. 51899-N, AmeriCredit Automobile Receivables Trust 2008-A-F

Telephone No.:     (212) 826-0100

Facsimile Nos.:     (212) 339-3518, (212) 339-3529






	(b)	 	Process Agent. For the purpose of Section 13(c) of this Agreement:
	 
	 	 	Party A appoints as its Process Agent:
	 
	 	 	Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

Attention: General Counsel, Legal and Compliance Department




Party B appoints as its Process Agent: Not applicable.





	(c)	 	Offices. The provisions of Section 10(a) will apply to this Agreement.




(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement, neither party is a
Multibranch Party.



(e) “Calculation Agent” means Party A; provided that if Party A is the Defaulting Party,
the Calculation Agent shall be any designated party mutually agreed to by the parties and FSA until
such time as Party A is no longer the Defaulting Party.




7









 









	(f)	 	Credit Support Document.






	 	(i)	 	For Party A, the following is a Credit Support Document: (i) the Credit Support
Annex dated the date hereof (the “Credit Support Annex”) and duly executed and
delivered by Party A and Party B; and (ii) any Eligible Guarantee, if applicable.
	 
	 	(ii)	 	For Party B, none.






	(g)	 	Credit Support Provider.






	 	(i)	 	For Party A, Credit Support Provider means: any guarantor under an Eligible
Guarantee, if applicable.
	 
	 	(ii)	 	For Party B, Credit Support Provider means: none.






	(h)	 	Governing Law. This Agreement will be governed by and construed in accordance with the law
(and not the law of conflicts except with respect to §§ 5-1401 and 5-1402 of the New York
General Obligations Law) of the State of New York.
	 
	(i)	 	Waiver of Jury Trial. To the extent permitted by applicable law, each party irrevocably
waives any and all right to trial by jury in any legal proceeding in connection with this
Agreement, any Credit Support Document to which it is a party, or any Transaction.
	 
	(j)	 	Netting of Payments. Section 2(c)(ii) of this Agreement will apply to all Transactions.
	 
	(k)	 	“Affiliate” has its meaning as defined in Section 14 of this Agreement, provided that
Party B shall be deemed to have no Affiliates and Party A shall be deemed to have no
Affiliates for purposes of Section 3(c) of this Agreement.
	 
	(l)	 	Severability. If any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be illegal, invalid or
unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants
and conditions hereof shall continue in full force and effect as if this Agreement had been
executed with the illegal, invalid or unenforceable portion eliminated, so long as this
Agreement as so modified continues to express, without material change, the original
intentions of the parties as to the subject matter of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits or
expectations of the parties to this Agreement provided, however, that this severability
provision shall not be applicable if any provision of Sections 1(c), 2, 5, 6 or 13 (or any
definition or provision in Section 14 to the extent it relates to, or is used in or in
connection with any such Section) shall be held to be invalid or unenforceable.





Part 5. Other Provisions





	(a)	 	2006 ISDA Definitions. This Agreement and each Transaction are subject to the 2006 ISDA
Definitions (including its Annex) published by the International Swaps and Derivatives
Association, Inc. (together, the “2006 ISDA Definitions”) and will be governed by the
provisions of the 2006 ISDA Definitions. The provisions of the 2006 ISDA Definitions are
incorporated by reference in, and shall form part of, this Agreement and each Confirmation.
Any reference to a “Swap Transaction” in the 2006 ISDA Definitions is deemed to be a reference
to a “Transaction” for purposes of this Agreement or any Confirmation, and any reference to a
“Transaction” in this Agreement or any Confirmation is deemed to be a reference to a “Swap
Transaction” for purposes of the 2006 ISDA Definitions. The provisions of this Agreement
(exclusive of the 2006 ISDA Definitions) shall prevail in the event of any conflict between
such provisions and the 2006 ISDA Definitions.
	 
	(b)	 	Downgrade Provisions.




8









 












	 	(i)	 	Second Trigger Failure Condition. So long as the Second Rating Trigger
Requirements apply, Party A shall, at its own expense use commercially reasonable
efforts, as soon as reasonably practicable (but not later than thirty days after the
Second Rating Trigger Requirements first apply), to either:






	 	(A)	 	furnish an Eligible Guarantee of Party A’s obligations under
this Agreement from a guarantor that maintains the First Trigger Required
Ratings and/or the Second Trigger Required Ratings (provided, that if such
guarantor maintains only the Second Trigger Required Ratings, it must post
collateral in the amount required to be posted pursuant to the terms of the
Credit Support Annex (such amount which is the greatest of the amounts required
to be posted by Moody’s, S&P and Fitch) at the time that such Eligible
Guarantee is so furnished); or
	 
	 	(B)	 	obtain an Eligible Replacement pursuant to Part 6(a) that (1)
upon satisfaction of the Rating Agency Condition (as defined below) assumes the
obligations of Party A under this Agreement (through a novation or other
assignment and assumption agreement in form and substance reasonably
satisfactory to Party B) or (2) having provided prior written notice to S&P and
Fitch, replaces the outstanding Transactions hereunder with transactions on
identical terms, except that Party A shall be replaced as counterparty,
provided that such Eligible Replacement, as of the date of such assumption or
replacement, will not, as a result thereof, be required to withhold or deduct
on account of tax under the Agreement or the new Transactions, as applicable,
and such assumption or replacement will not lead to a Termination Event or
Event of Default occurring under the Agreement or new Transactions, as
applicable.






	 	(ii)	 	Collateralization Event. Within 10 calendar days from the date a
Collateralization Event has occurred and so long as such Collateralization Event is
continuing, Party A shall, at its sole expense, either:






	 	(A)	 	post collateral in an amount required to be posted pursuant to
terms of the Credit Support Annex (such amount which is the greater of amounts
required to be posted by Moody’s, S&P and Fitch); or
	 
	 	(B)	 	obtain an Eligible Replacement pursuant to Part 6(a) that (1)
upon satisfaction of the Rating Agency Condition (as defined below), assumes
the obligations of Party A under this Agreement (through a novation or other
assignment and assumption agreement in form and substance reasonably
satisfactory to Party B) or (2) having provided prior written notice to S&P and
Fitch, replaces the outstanding Transactions hereunder with transactions on
identical terms, except that Party A shall be replaced as counterparty;
provided that such Eligible Replacement, as of the date of such assumption or
replacement, will not, as a result thereof, be required to withhold or deduct
on account of tax under the Agreement or the new Transactions, as applicable,
and such assumption or replacement will not lead to a Termination Event or
Event of Default occurring under the Agreement or new Transactions, as
applicable.






	 	(iii)	 	Ratings Event.






	 	(A)	 	Upon the occurrence of a Ratings Event, Party A shall, at its
sole expense, immediately post collateral in an amount required to be posted
pursuant to the terms of the Credit Support Annex (such amount which is the
greatest of the amounts required to be posted by Moody’s, S&P and Fitch); or
	 
	 	(B)	 	Within 10 Local Business Days from the date a Ratings Event has
occurred and so long as such Ratings Event is continuing, Party A shall, at its
sole expense, obtain an Eligible Replacement that (1) upon satisfaction of the
Rating Agency Condition, assumes the obligations of Party A under this
Agreement (through a novation or other assignment and




9









 












	 	 	 	assumption agreement in form and substance reasonably satisfactory to
Party B) or (2) having provided prior written notice to S&P and Fitch,
replaces the outstanding Transactions hereunder with transactions on
identical terms, except that Party A shall be replaced as counterparty;
provided that such Eligible Replacement, as of the date of such assumption
or replacement, will not, as a result thereof, be required to withhold or
deduct on account of tax under the Agreement or the new Transactions, as
applicable, and such assumption or replacement will not lead to a
Termination Event or Event of Default occurring under the Agreement or new
Transactions, as applicable.






	 	(iv)	 	Downgrade Definitions.






	 	(A)	 	“Collateralization Event” means that:






(1) with respect to a Relevant Entity that is a Financial Institution,
either (a) the unsecured, short-term debt obligations of the Relevant
Entity are not rated “A-1” or above by S&P or (b) if the Relevant
Entity does not have a short-term rating from S&P, the unsecured,
long-term senior debt obligations of a Relevant Entity are not rated
“A+” or above by S&P (or such lower long-term rating as satisfies the
Rating Agency Condition with respect to S&P and is acceptable to FSA
(in its sole discretion)); or




(2) the unsecured, long-term senior debt obligations or financial
strength ratings of the Relevant Entity are not rated “A” or above by
Fitch, or the short-term senior debt obligations or financial strength
ratings of the Relevant Entity are not rated “F1” or above by Fitch.
For the avoidance of doubt, the parties hereby acknowledge and agree
that notwithstanding the occurrence of a Collateralization Event, this
Agreement and each Transaction hereunder shall continue to be a Hedge
Agreement for purposes of the Basic Documents.




	 	(B)	 	“Eligible Guarantee” means an unconditional and
irrevocable guarantee (a) in a form identical to that attached hereto as
Exhibit A (except for the name, address and the jurisdiction of the guarantor),
and subject to notice to the Rating Agencies, or that otherwise satisfies the
Rating Agency Condition or (b) that is provided by a guarantor as principal
debtor rather than surety and is directly enforceable by Party B, where either:






(1) a law firm has given a legal opinion confirming that none of the
guarantor’s payments to Party B under such guarantee will be subject
to withholding for Tax; or




(2) such guarantee provides that, in the event that any of such
guarantor’s payments to Party B are subject to withholding for Tax,
such guarantor is required to pay such additional amount as is
necessary to ensure that the net amount actually received by Party B
(free and clear of any withholding tax) will equal the full amount
Party B would have received had no such withholding been required.




	 	(C)	 	“Eligible Replacement” means a transferee:






(1) either (a) with the First Trigger Required Ratings and/or the
Second Trigger Required Ratings (provided, that if such transferee
maintains only the Second Trigger Required Ratings, it must post
collateral in the amount required to be posted pursuant to the terms
of the Credit Support Annex (such amount which is the greatest of the
amounts required to be posted by Moody’s, S&P and Fitch) at the time
that it becomes a transferee) or (b) whose present and future
obligations owing to Party B are guaranteed pursuant to an Eligible
Guarantee provided by a



10









 






guarantor with the First Trigger Required Ratings and/or the Second
Trigger Required Ratings (provided, that if such guarantor maintains
only the Second Trigger Required Ratings, it must post collateral in
the amount required to be posted pursuant to the terms of the Credit
Support Annex (such amount which is the greatest of the amounts
required to be posted by Moody’s, S&P and Fitch) at the time that such
Eligible Guarantee is so furnished);




(2) that satisfies the Hedge Counterparty Ratings Requirement below;
and




(3) if such transferee is a “structured investment vehicle” or a
“derivative product company” that is a special-purpose entity whose
credit ratings given by S&P, Moody’s or Fitch for purposes of acting
as a hedge counterparty would be based entirely or primarily upon
recourse to specified, rated, financial assets owned by or pledged to
such special-purpose entity and such credit ratings are not based
entirely or primarily upon any guarantee from a parent company, such
transferee is acceptable to FSA (in its sole discretion). For
purposes of illustration, Party A is not a “structured investment
vehicle” or a “derivative product company”.




	 	(D)	 	“Financial Institution” means a bank, broker/dealer,
insurance company, structured investment vehicle or derivative product
counterparty.
	 
	 	(E)	 	“Firm Offer” means an offer which, when made, was
capable of becoming legally binding upon acceptance.
	 
	 	(F)	 	“First Trigger Required Ratings” means with respect to
an entity, either:






(1) where the entity is the subject of a Moody’s Short-term Rating,
such entity’s Moody’s Short-term Rating is “Prime-1” and the entity’s
long-term, unsecured and unsubordinated debt or counterparty
obligations are rated “A2” or above by Moody’s; or




(2) where the entity is not the subject of a Moody’s Short-term
Rating, its long-term, unsecured and unsubordinated debt or
counterparty obligations are rated “A1” or above by Moody’s.




	 	(G)	 	“Fitch” means Fitch, Inc.

	 
	 	(H)	 	“Hedge Counterparty Ratings Requirement” means with respect to an entity both:






(1) either (a) the unsecured, short-term debt obligations of the
Relevant Entity (or its Credit Support Provider) are rated “A-1” or
above by S&P or (b) if the Relevant Entity does not have a short-term
rating from S&P, the unsecured, long-term senior debt obligations of
the Relevant Entity (or its Credit Support Provider) are rated “A+” or
above by S&P; and




(2) either (a) the unsecured, long-term senior debt obligations of the
Relevant Entity (or its Credit Support Provider) are rated “A” or
above by Fitch or (b) the unsecured, short-term debt obligations of
the Relevant Entity (or its Credit Support Provider) are rated “F1” or
above by Fitch.




For the purpose of this definition, no direct or indirect recourse against
one or more shareholders of the substitute counterparty (or against any
Person in control of, or controlled by, or under common control with, any
such shareholder) shall be deemed to constitute a guarantee, security or
support of the obligations of the substitute counterparty.



11









 






	 	(I)	 	“Hedge Counterparty Ratings Threshold” means that both:






(1) either




(a) with respect to a Relevant Entity that is a Financial Institution,
either (i) the unsecured, short-term debt obligations of the Relevant
Entity are rated “A-2” or above by S&P or (ii) if the Relevant Entity
does not have a short-term rating from S&P, the unsecured, long-term
senior debt obligations of the Relevant Entity are rated “BBB+” or
above by S&P (or such lower long-term rating as satisfies the Rating
Agency Condition with respect to S&P and is acceptable to FSA (in its
sole discretion)); or




(b) with respect to a Relevant Entity that is not a Financial
Institution, either (i) the unsecured, short-term debt obligations of
the Relevant Entity are rated “A-1” or above by S&P or (ii) if the
Relevant Entity does not have a short-term rating from S&P, the
unsecured, long-term senior debt obligations of a Relevant Entity are
rated “A+” or above by S&P (or such lower long-term rating as
satisfies the Rating Agency Condition with respect to S&P and is
acceptable to FSA (in its sole discretion)); and




(2) either (a) the unsecured, senior debt obligations or financial strength
ratings of the Relevant Entity, are rated “BBB+” or above by Fitch or (b)
the unsecured, short-term debt obligations (if any) of the Relevant Entity,
are rated “F2” or above by Fitch.




	 	(J)	 	“Moody’s” means Moody’s Investors Service, Inc.
	 
	 	(K)	 	“Moody’s Short-term Rating” means a rating assigned by
Moody’s under its short-term rating scale in respect of an entity’s short-term,
unsecured and unsubordinated debt obligations.
	 
	 	(L)	 	“Rating Agency Condition” means first receiving prior
written confirmation from S&P and Fitch that their then-current ratings of the
rated Notes (without giving effect to the Note Policy) will not be downgraded
or withdrawn by such Rating Agency.
	 
	 	(M)	 	“Ratings Event” means that on any date the Relevant
Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the
Relevant Entity is no longer rated by S&P.
	 
	 	(N)	 	“Relevant Entity” means Party A or any guarantor under
an Eligible Guarantee in respect of all of Party A’s present and future
obligations under this Agreement.
	 
	 	(O)	 	“S&P” means Standard & Poor’s Rating Services, a
division of The McGraw-Hill Companies, Inc.
	 
	 	(P)	 	“S&P Short-term Rating” means a rating assigned by S&P
under its short-term rating scale in respect of an entity’s short-term,
unsecured and unsubordinated debt obligations.
	 
	 	(Q)	 	“Second Rating Trigger Requirements” shall apply at any
time that no Relevant Entity maintains the Second Trigger Required Ratings.
	 
	 	(R)	 	“Second Trigger Required Ratings” means with respect to
an entity:






(1) where the entity is the subject of a Moody’s Short-term Rating,
such entity’s Moody’s Short-term Rating is “Prime-2” or above and its
long-term, unsecured and unsubordinated debt or counterparty
obligations are rated “A3” or above by Moody’s; and



12









 






(2) where such entity is not the subject of a Moody’s Short-term
Rating, if the entity’s long-term, unsecured and unsubordinated debt
or counterparty obligations are rated “A3” or above by Moody’s.


(c) Additional Representations. Section 3 of this Agreement is hereby amended by adding the
following Sections 3(g) and (h):





“(g) Non-Reliance. For any Relevant Agreement: (i) it acts as principal and not as agent,
(ii) it acknowledges that the other party acts only arm’s length and is not its agent,
broker, advisor or fiduciary in any respect, and any agency, brokerage, advisory or
fiduciary services that the other party (or any of its affiliates) may otherwise provide to
the party (or to any of its affiliates) excludes the Relevant Agreement, (iii) it is relying
solely upon its own evaluation of the Relevant Agreement (including the present and future
results, consequences, risks, and benefits thereof, whether financial, accounting, tax,
legal, or otherwise) and upon advice from its own professional advisors, (iv) it understands
the Relevant Agreement and those risks, has determined they are appropriate for it, and
willingly assumes those risks, (v) it has not relied and will not be relying upon any
evaluation or advice (including any recommendation, opinion, or representation) from the
other party, its affiliates or the representatives or advisors of the other party or its
affiliates (except representations expressly made in the Relevant Agreement or an opinion of
counsel required thereunder); and (vi) if a party is acting as a Calculation Agent or
Valuation Agent, it does so not as the other party’s agent or fiduciary, but on an arm’s
length basis for the purpose of performing an administrative function in good faith.




“Relevant Agreement” means this Agreement, each Transaction, each Confirmation, any
Credit Support Document, and any agreement (including any amendment, modification, transfer
or early termination) between the parties relating thereto or to any Transaction.




(h) Eligibility. It is an “eligible contract participant” within the meaning of the
Commodity Exchange Act (as amended by the Commodity Futures Modernization Act of 2000).”




	(d)	 	Recorded Conversations. Each party and any of its Affiliates may electronically record any
of its telephone conversations with the other party or with any of the other party’s
Affiliates in connection with this Agreement or any Transaction, and any such recordings may
be submitted in evidence in any proceeding to establish any matters pertinent to this
Agreement or any Transaction.





Part 6. Additional Terms





	(a)	 	Transfers by Party A.






	 	(i)	 	Notwithstanding anything to the contrary in Section 7 of the Agreement,
Party A may assign all of its rights and obligations under the Agreement (in one or
more transactions to one or more other entities, provided that all of its rights and
obligations relating to any single Transaction must be assigned to a single entity),
(1) to any Affiliate of Party A effective upon delivery to Party B of a guarantee by
Party A, in favor of Party B, of the obligations of such Affiliate, (x) that is
identical to the guarantee then in effect of the obligations of the transferor (except
for the name, address and the jurisdiction of such Affiliate) or (y) that otherwise
satisfies the Rating Agency Condition and is satisfactory in form and substance to FSA
in its sole discretion, or (2) to any entity with the same or higher long term senior
unsecured debt rating (as determined by S&P or Moody’s) as Party A at the time of such
transfer, in each case provided that (A) the transferee is an Eligible Replacement and
(B) in the case of a transfer of less than all of Party A’s obligations under this
Agreement to a single entity, as determined by Party B acting in a commercially
reasonable manner. In the event of any such transfer, this Agreement shall be replaced
with an Agreement having identical terms except that Party A shall be replaced as a
counterparty or, solely with respect to clause (2) above, with an agreement that
otherwise satisfies the Rating Agency Condition and is satisfactory in form and
substance to FSA in its sole discretion. Notwithstanding the foregoing, any assignment
hereunder shall not be permitted if, as a result thereof, a payment becomes subject to
any deduction or withholding for or on account of any tax which would not




13









 












	 	 	 	have arisen had such assignment not been effected or such transfer would cause an
Event of Default or Termination event to occur. Party A will provide prior written
notice to each Rating Agency of any such assignment. If an entity has made a Firm
Offer (which remains capable of becoming legally binding upon acceptance) to be the
transferee of a transfer, Party B shall at Party A’s written request take any
reasonable steps required to be taken by it to effect such transfer. The costs of
any transfer pursuant to this Part 6(a)(i) shall be at the expense of Party A.
	 
	 	(ii)	 	All collateral posted by Party A shall be returned to Party A immediately
upon the assumption by a substitute counterparty of all of Party A’s obligations
hereunder and the posting by such substitute counterparty of collateral in the amount
required to be posted, if any, pursuant to the terms of the Credit Support Annex (such
amount which is the greatest of the amounts required to be posted by Moody’s, S&P and
Fitch).






	(b)	 	Permitted Security Interest. For purposes of Section 7 of this Agreement, Party A hereby
consents to the Permitted Security Interest, subject to the provisions of paragraph (c) below.
	 
	 	 	“Permitted Security Interest” means the collateral assignment by Party B of the
Hedge Collateral to the Trustee pursuant to the Indenture, and the granting to the Trustee
of a security interest in the Hedge Collateral pursuant to the Indenture.
	 
	 	 	“Hedge Collateral” means all right, title and interest of Party B in this Agreement,
each Transaction hereunder, and all present and future amounts payable by Party A to Party B
under or in connection with this Agreement or any Transaction governed by this Agreement,
whether or not evidenced by a Confirmation, including, without limitation, any transfer or
termination of any such Transaction.
	 
	 	 	“Trustee” means Wells Fargo Bank, National Association or any successor acting as
indenture trustee pursuant to the Indenture.
	 
	(c)	 	Effect of Permitted Security Interest.






	 	(i)	 	Notwithstanding the Permitted Security Interest, Party B shall not be released
from any of its obligations under this Agreement or any Transaction, and Party A may
exercise its rights and remedies under this Agreement without notice to, or the consent
of the Trustee or any Noteholder except as otherwise expressly provided in this
Agreement.
	 
	 	(ii)	 	Party A’s consent to the Permitted Security Interest is expressly limited to
the Trustee for the benefit of the secured parties under the Indenture, and Party A
does not consent to the sale or transfer by the Trustee of the Hedge Collateral to any
other person or entity (other than a successor to the Trustee under the Indenture
acting in that capacity).
	 
	 	(iii)	 	Party B hereby acknowledges that, as a result of the Permitted Security
Interest, all of its rights under this Agreement, including any Transaction, have been
assigned to the Trustee pursuant to the Indenture and notwithstanding any other
provision in this Agreement, Party B may not take any action hereunder to exercise any
of such rights without the prior written consent of the Trustee, including, without
limitation, providing any notice under this Agreement the effect of which would be to
cause an Early Termination Date to occur or be deemed to occur. If Party B gives any
notice to Party A for the purposes of exercising any of Party B’s rights under this
Agreement, Party A shall have the option of treating that notice as void unless that
notice is signed by the Trustee acknowledging its consent to the provisions of that
notice. Nothing herein shall be construed as requiring the consent of the Owner
Trustee, the Trustee or any Noteholder for the performance by Party B of any of its
obligations hereunder.
	 
	 	(iv)	 	Except as expressly provided in this Agreement, Party A and Party B may not
enter into any agreement to dispose of any Transaction, whether in the form of a
termination, unwind, transfer or otherwise without the prior written consent of the
Trustee and FSA.




14









 












	 	(v)	 	Except as expressly provided in this Agreement, no amendment, modification, or
waiver in respect of this Agreement will be effective unless (A) evidenced by a writing
executed by each party hereto, and (B) each of FSA and the Trustee has acknowledged its
consent thereto in writing and each Rating Agency (other than Moody’s) confirms that
the amendment, modification or waiver will not cause the reduction or withdrawal of its
then current rating on any Notes under the Indenture (without giving effect to the Note
Policy). Notwithstanding the foregoing, no Transactions may be entered into by Party A
and Party B pursuant to this Agreement other than the Transaction memorialized by the
Confirmation dated as of May 20, 2008, and no waiver, amendment or modification of any
provision of either such Confirmation or any of the other terms of this Agreement may
be made without the prior written consent of FSA.






	(d)	 	Payments. All payments to Party B under this Agreement or any Transaction shall be made to
the appropriate account under the Basic Documents.
	 
	(e)	 	Set-off. Except as otherwise provided in this Schedule, Party A and Party B hereby waive any
and all right of set-off with respect to any amounts due under this Agreement or any
Transaction, provided that nothing herein shall be construed to waive or otherwise limit the
netting provisions contained in Sections 2(c) and 6 of this Agreement or the setoff rights
contained in the Credit Support Annex. Section 6(e) shall be amended by the deletion of the
following sentence: “The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off”.
	 
	(f)	 	Indenture.
	 
	 	 	“Indenture” means that certain Indenture, by and among Party B as Issuer, and the
Trustee, dated as of May 21, 2008, as the same may be amended, modified, supplemented or
restated from time to time.
	 
	(g)	 	Consent to Notice & Communications. Party B hereby consents to the giving to the Trustee of
notice by Party A of Party A’s address and telecopy and telephone numbers for all purposes of
the Basic Documents (as defined under the Indenture), and in addition, Party A shall also be
entitled at any time to provide the Trustee with copies of this Agreement, including all
Confirmations. In addition, Party A shall not be precluded from communicating with the
Trustee or any party to, or any third party beneficiary under, the Basic Documents for the
purpose of exercising, enforcing or protecting any of Party A’s rights or remedies under this
Agreement.
	 
	(h)	 	No Bankruptcy Petition. Party A shall not institute against or cause any other person to
institute against, or join any other person in instituting against Party B any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under
any federal or state bankruptcy, dissolution or similar law, for a period of one year and one
day (or any longer period as set forth in any such federal or state law) following
indefeasible payment in full of the Notes and all payments due to FSA under the Insurance
Agreement. Nothing shall preclude, or be deemed to stop, Party A (i) from taking any action
prior to the expiration of the aforementioned one year and one day period, or if longer the
applicable preference period then in effect, in (A) any case or proceeding voluntarily filed
or commenced by Party B or (B) any involuntary insolvency proceeding filed or commenced by a
Person other than Party A, or (ii) from commencing against Party B any legal action which is
not a bankruptcy, reorganization, arrangement, insolvency, moratorium, liquidation or similar
proceeding. This Part 6(h) shall survive termination of this Agreement.
	 
	(i)	 	Limitation of Liability. It is expressly understood and agreed by the parties hereto that
(i) this Agreement is executed and delivered by the Trustee not individually or personally but
solely as trustee of the Trust, in the exercise of the powers and authority conferred and
vested in it, (ii) each of the representations, undertakings and agreements herein made on the
part of the Trust is made and intended not as a personal representation, undertaking or
agreement by the Trustee but is made and intended for the purpose of binding only the Trust,
(iii) nothing herein contained shall be construed as creating any liability on the part of the
Trustee, individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the parties hereto and
by any Person claiming by, through or under the parties hereto and (iv) under no circumstances
shall the Trustee be personally





15









 











	 	 	liable for the payment of any indebtedness or expenses of the Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made or undertaken
by the Trust under this Agreement.
	 
	(j)	 	Change of Account. Section 2(b) of this Agreement is hereby amended by the addition of the
words “to another account in the same legal and tax jurisdiction as the original account”
following the word “delivery” in the first line thereof.
	 
	(k)	 	Notice of Certain Events or Circumstances. Each party agrees, upon learning of the
occurrence or existence of any event or condition that constitutes (or that with the giving of
notice or passage of time or both would constitute) an Event of Default (with respect to Party
A) or Termination Event with respect to such party, promptly to give the other party notice of
such event or condition (or, in lieu of giving notice of such event or condition in the case
of an event or condition that with the giving of notice or passage of time or both would
constitute an Event of Default (with respect to Party A) or Termination Event with respect to
the party, to cause such event or condition to cease to exist before becoming an Event of
Default or Termination Event); provided that failure to provide notice of such event or
condition pursuant to this Part 6(k) shall not constitute an Event of Default or a Termination
Event. Each party agrees to provide to the other party any other notice reasonably expected
to be provided to facilitate compliance with the terms of this Agreement and the Credit
Support Document.
	 
	(l)	 	Regarding Party A. Party B acknowledges and agrees that Party A has had and will have no
involvement in and, accordingly Party A accepts no responsibility for: (i) the establishment,
structure, or choice of assets of Party B; (ii) the selection of any person performing
services for or acting on behalf of Party B; (iii) the selection of Party A as the
Counterparty; (iv) the terms of the Notes, (v) other than with respect to the Prospectus
Information (as defined herein), the preparation of or passing on the disclosure and other
information contained in any offering circular or offering document for the Notes, the Basic
Documents, or any other agreements or documents used by Party B or any other party in
connection with the marketing and sale of the Notes; (vi) the ongoing operations and
administration of Party B, including the furnishing of any information to Party B which is not
specifically required under this Agreement or (vii) any other aspect of Party B’s existence.
	 
	(m)	 	Compliance with Regulation AB.






	 	(i)	 	Party A has been advised by Party B that AmeriCredit Financial Services, Inc.
(the “Sponsor”), AFS SenSub Corp. (the “Depositor”) and Party B are
required under Regulation AB under the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain
information regarding Party A. Such information may include financial information to
the extent required under Item 1115 of Regulation AB.
	 
	 	(ii)	 	If required, and only for so long as any Notes are registered with the
Securities and Exchange Commission and Party B is required to file periodic reports as
a result of such registration, upon written request, Party A shall provide to Party B,
the Depositor or the Sponsor the applicable financial information described under Item
1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10)
Business Days of receipt of a written request for such Reg AB Financial Information by
the Sponsor, the Depositor or Party B (the “Response Period”), so long as the
Sponsor, the Depositor or Party B has reasonably determined, in good faith, that such
information is required under Regulation AB. In the event that Party A does not
provide any such Reg AB Financial Information by the end of the related Response
Period, Party A shall promptly, but in no event later than ten (10) Local Business Days
following the end of such Response Period either, at Party A’s own expense (1) find a
replacement counterparty that (A) has the ability to provide its applicable Reg AB
Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to
Party B and FSA and (D) enters into an agreement with Party B substantially in the form
of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”);
(2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate
of Party A that complies with the financial information disclosure requirements of Item
1115 of Regulation AB, and cause such affiliate to provide hedge financial disclosure
and any future hedge financial





16









 











	 	 	 	disclosure and other information pursuant to clause (1), such that disclosure
provided in respect of such affiliate will satisfy any disclosure requirements
applicable to the Hedge Provider, or (3) transfer Eligible Collateral to Party B’s
Custodian in an amount (taking into account any amount posted pursuant to Part 5(b)
herein, if any) which is sufficient, as reasonably determined in good faith by the
Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as
Party A is able to provide the hedge financial disclosure required pursuant to Item
1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide
the hedge financial disclosure required pursuant to Item 1115(b)(2) of Regulation
AB).
	 
	 	(iii)	 	If Party B, the Depositor or the Sponsor request (in writing) the Reg AB
Financial Information from Party A, then the Sponsor, the Depositor or Party B will
promptly (and in any event within one (1) Business Day of the date of the request for
the Reg AB Financial Information) provide Party A with a written explanation of how the
significance percentage was calculated.
	 
	 	(iv)	 	Party A represents and warrants that the statements appearing in the
Preliminary Prospectus Supplement, dated May 19, 2008, or in the Prospectus Supplement,
dated May 20, 2008, each relating to AmeriCredit Automobile Receivables Trust 2008-A-F
under the headings “The Hedge Counterparty” (the “Prospectus Information”) are
true and correct in all material respects and do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
	 
	 	(v)	 	(A) Party A shall indemnify and hold harmless Party B, the Sponsor, the
Depositor, their respective directors or officers and any person controlling Party B,
the Depositor or the Sponsor, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a material
fact contained in the Prospectus Information or in any Reg AB Financial Information
that Party A provides to Party B or the Sponsor pursuant to this Part 6(m) (the
“Party A Information”) or caused by any omission or alleged omission to state
in the Party A Information a material fact required to be stated therein or necessary
to make the statements therein not misleading.
	 
	 	 	 	(B) The Sponsor shall indemnify and hold harmless Party A, its respective directors
or officers and any person controlling Party A, from and against any and all losses,
claims, damages and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Preliminary Prospectus Supplement
referred to in clause (iv) above (together with the accompanying base Prospectus),
the Prospectus Supplement referred to in clause (iv) above (together with the
accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or
caused by any omission or alleged omission to state in the Prospectus Disclosure a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading;
provided, however, that the Sponsor shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement in or omission or alleged
omission made in any such Prospectus Disclosure in the Party A Information.
	 
	 	(vi)	 	Promptly after the indemnified party under Part 6(m)(v) receives notice of the
commencement of any such action, the indemnified party will, if a claim in respect
thereof is to be made pursuant to Part 6(m)(v), promptly notify the indemnifying party
in writing of the commencement thereof. In case any such action is brought against the
indemnified party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s
choice at the indemnifying party’s expense to represent the indemnified party in any
action for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party except as set forth below); provided, however, that
such counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party’s election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall bear the
reasonable fees, costs and expenses of such separate counsel if (i) such





17









 






	 	 	 	indemnified party shall have been advised by such counsel that there may be one or
more legal defenses available to it which are different from or additional to those
available to the indemnifying party and in the reasonable judgment of such counsel
it is advisable for such indemnified party to employ separate counsel, (ii) a
conflict or potential conflict exists (based on advice of counsel to the indemnified
party) between the indemnified party and the indemnifying party, (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after
notice of the institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of the
indemnifying party. The indemnifying party will not, without the prior written
consent of the indemnified party, settle or compromise or consent to the entry of
any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party to
such claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out of
such claim, action, suit or proceeding. No indemnified party will settle or
compromise or consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder without the consent of the indemnifying party,
which consent shall not be unreasonably withheld.






	(n)	 	Expenses. Party B agrees to reimburse FSA immediately and unconditionally upon demand for
all reasonable expenses incurred by FSA in connection with the enforcement by FSA of Party B’s
obligations under this Agreement and any other documents executed in connection with the
execution and delivery of this Agreement, including, but not limited to, fees (including
professional fees), costs and expenses incurred by FSA which are related to or resulting from
any breach by Party B of its obligations hereunder. Party A agrees that, for the purpose of
calculating amounts that are owed by Party A pursuant to Section 11 of this Agreement, to the
extent that FSA incurs any such amounts in connection with its enforcement and protection of
its or Party B’s rights under this Agreement or any Credit Support Document, such amounts, to
the extent they are not duplicative of costs incurred by Party B, shall be reimbursable to FSA
by Party A.
	 
	(o)	 	Notices. A copy of each notice or other communication between the parties with respect to
this Agreement must be sent at the same time to FSA.
	 
	(p)	 	Representations and Agreements. Each party agrees that each of its representations and
agreements in this Agreement is expressly made to and for the benefit of FSA.
	 
	(q)	 	Third-Party Beneficiary. Party A and Party B hereby each acknowledge and agree that FSA
shall be an express third-party beneficiary (and not merely an incidental third-party
beneficiary) of this Agreement and the obligations of such party under any Transaction, and as
such, entitled to enforce the Agreement and the terms of any such Transaction against such
party on its own behalf and/or on behalf of the holders of the related Obligations and
otherwise shall be afforded all remedies available hereunder or otherwise afforded by law
against the parties hereto to redress any damage or loss incurred by FSA including, but not
limited to, fees (including legal, accounting and other professional fees), costs and expenses
incurred by FSA which are related to, or resulting from any breach by such party of its
obligations hereunder (subject to the limitations set forth in the Agreement, including but
not limited to Part 6(n)).
	 
	(r)	 	Amendments and Waivers. Section 9(b) of the Agreement is hereby amended by (A) adding the
words “or any Credit Support Document” after the word “Agreement” in the first line thereof,
(B) adding the phrase “and the Controlling Party, “ following the word “parties” in the third
line thereof and (C) adding the phrase “and unless the Rating Agency Condition has been met
with respect to such amendments, modifications or waiver” after the word “system” in the third
line thereof.
	 
	(s)	 	Credit Support Document Provisions. Party B shall promptly deliver any notices or take any
other action necessary to compel performance by any Credit Support Provider of Party A
pursuant to any related Credit Support Document.




18









 











Part 7. Definitions.





	 	 	All capitalized terms used herein and not defined herein shall have the definitions ascribed
to them in the Indenture.





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




19









 








     IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized
signatories as of the date hereof.



	 	 	 	 	 
	CREDIT SUISSE INTERNATIONAL	 	 
	 
	 	 	 	 
	By:

	 	/s/ Louis J. Impellizeri
 

	 	 
	Name:

	 	Louis J. Impellizeri	 	 
	Title:

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kamel Ouchikh
 

	 	 
	Name:

	 	Kamel Ouchikh	 	 
	Title:

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F	 	 
	 
	 	 	 	 
	BY: AMERICREDIT FINANCIAL SERVICES, INC.,	 	 
	as Attorney-In-Fact	 	 
	 
	 	 	 	 
	By:

	 	/s/ Connie Coffey
 

	 	 
	Name:

	 	Connie Coffey	 	 
	Title:

	 	Senior Vice President, Treasury	 	 







20












 





ISDA®

International Swap Dealers Association, Inc.




CREDIT SUPPORT ANNEX




to the Schedule to the




ISDA MASTER AGREEMENT




dated as of May 29, 2008




between




	 	 	 	 	 
	Credit Suisse International
	 	and
	 	AmeriCredit Automobile Receivables Trust 2008-A-F
	 
	 	 	 	 
	(“Party A”)
	 	 	 	(“Party B”)





This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part
of its Schedule and is a Credit Support Document under this Agreement with respect to each party.



Accordingly, the parties agree as follows:




Paragraph 1 Interpretation





	(a)	 	Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere
in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in
this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency
between this Annex and the other provisions of this Schedule, this Annex will prevail, and in
the event of any inconsistency between Paragraph 13 and the other provisions of this Annex,
Paragraph 13 will prevail.
	 
	(b)	 	Secured Party and Pledgor. All references in this Annex to the “Secured Party” will be to
either party when acting in that capacity and all corresponding references to the Pledgor will
be to the other party when acting in that capacity; provided, however, that if Other Posted
Support is held by a party to this Annex, all references herein to that party as the Secured
Party with respect to that Other Posted Support will be to that party as the beneficiary
thereof and will not subject that support or that party as the beneficiary thereof to
provisions of law generally relating to security interests and secured parties.





Paragraph 2 Security Interest



Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security
for its Obligations and grants to the Secured Party a first priority continuing security interest
in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the
Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor or Posted
Collateral, the




1









 







security interest and lien granted hereunder on that Posted Collateral will be released immediately
and, to the extent possible, without any further action by either party.




Paragraph 3 Credit Support Obligations





	(a)	 	Delivery Amount. Subject to Paragraphs 4 and 5, upon demand made by the Secured Party on or
promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or
exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured
Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the
applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in
Paragraph 13, the “Delivery Amount” applicable to the Pledgor for any Valuation Date will
equal the amount by which:






	 	(i)	 	the Credit Support Amount






	 	 	exceeds






	 	(ii)	 	the Value as of that Valuation Date of all Posted Credit Support held by the
Secured Party.






	(b)	 	Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or
promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or
exceeds Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the
Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the
date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to
Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to
the Secured Party for any Valuation Date will equal the amount by which:






	 	(i)	 	the Value as of that Valuation Date of all Posted Credit Support held by the
Secured Party






	 	 	exceeds






	 	(ii)	 	the Credit Support Amount.




“Credit Support Amount” means, unless otherwise specified in Paragraph 13, for any Valuation Date
(i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent
Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the
Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however, that the Credit
Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a
number less than zero.




2









 








Paragraph 4 Conditions Precedent, Transfer Timing, Calculations and Substitutions





	(a)	 	Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and
of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions
precedent that:






	 	(i)	 	no Event of Default, Potential Event of Default or Specified Condition has
occurred and is continuing with respect to the other party; and
	 
	 	(ii)	 	no Early Termination Date for which any unsatisfied payment obligations exist
has occurred or been designated as the result of an Event of Default or Specified
Condition with respect to the other party.






	(b)	 	Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a
demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the
Notification Time, then the relevant Transfer will be made not later than the close of
business on the next Local Business Day; if a demand is made after the Notification Time, then
the relevant Transfer will be made not later than the close of business on the second Local
Business Day thereafter.
	 
	(c)	 	Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d)
will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify
each party (or the other party, if the Valuation Agent is a party) of its calculations not
later than the Notification Time on the Local Business Day following the applicable Valuation
Date (or in the case of Paragraph 6(d), following the date of calculation).
	 
	(d)	 	Substitutions.






	 	(i)	 	Unless otherwise specified in Paragraph 13, upon notice to the Second Party
specifying the items of Posted Credit Support to be exchanged, the Pledgor may, on any
Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support
(the “Substitute Credit Support”); and
	 
	 	(ii)	 	subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the
items of Posted Credit Support specified by the Pledgor in its notice not later than
the Local Business Day following the date on which the Secured Party receives the
Substitute Credit Support, unless otherwise specified in Paragraph 13 (the
“Substitution Date”); provided that the Secured Party will only be obligated to
Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted
Credit Support equal to the Value as of that date of the Substitute Credit Support.




3









 











Paragraph 5 Dispute Resolution



If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery
Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted
Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent
(if the Valuation Agent is not the other party) not later than the close of business on the Local
Business Day following (X) the date that the demand is made under Paragraph 3 in case of (I) above
or (Y) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date
of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will
Transfer the undisputed amount to the other party not later than the close of business on the Local
Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I)
above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with each
other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the
Resolution Time, then:





	 	(i)	 	In the case of a dispute involving a Delivery Amount or Return Amount, unless
otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure
and the Value as of the Recalculation Date by:






	 	(A)	 	utilizing any calculations of Exposure for the Transactions (or
Swap Transactions) that the parties have agreed are not in dispute;
	 
	 	(B)	 	calculating the Exposure for the Transactions (or Swap
Transactions) in dispute by seeking four actual quotations at mid-market from
Reference Market-makers for purposes of calculating Market Quotation, and
taking the arithmetic average of those obtained; provided that if four
quotations are not available for a particular Transaction (or Swap
Transaction), then fewer than four quotations may be used for that Transaction
(or Swap Transaction); and if no quotations are available for a particular
Transaction (or Swap Transaction), then the Valuation Agent’s original
calculations will be used for that Transaction (or Swap Transaction);
	 
	 	(C)	 	utilizing the procedures specified in Paragraph 13 for
calculating the Value, if disputed, of Posted Credit Support.






	 	(ii)	 	In the case of a dispute involving the Value of any Transfer of Eligible Credit
Support or Posted Credit Support the Valuation Agent will recalculate the Value as of
the date of Transfer pursuant to Paragraph 13.




Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party
(or the other party, if the Valuation Agent is a party) not later than the Notification Time on the
Local Business Day following the Resolution Time. The appropriate party will, upon demand
following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.




4









 








Paragraph 6 Holding and Using Posted Collateral





	(a)	 	Care of Posted Collateral. Without limiting the Secured Party’s rights under Paragraph 6(c),
the Secured Party will exercise reasonable care to assure the safe custody of all Posted
Collateral to the extent required by applicable law, and in any event the Secured Party will
be deemed to have exercised reasonable care if it exercises at least the same degree of care
as it would exercise with respect to its own property. Except as specified in the preceding
sentence, the Secured Party will have no duty with respect to Posted Collateral, including,
without limitation, any duty to collect any Distributions, or enforce or preserve any rights
pertaining thereto.
	 
	(b)	 	Eligibility to Hold Posted Collateral; Custodians.






	 	(i)	 	General. Subject to the satisfaction of any conditions specified in Paragraph
13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted
Collateral or to appoint an agent (a “Custodian”) to hold Posted Collateral for the
Secured Party. Upon notice by the Secured Party to the Pledgor of the appointment of a
Custodian, the Pledgor’s obligations to make any Transfer will be discharged by making
the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will
be deemed to be the holding of that Posted Collateral by the Secured Party for which
the Custodian is acting.
	 
	 	(ii)	 	Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to
satisfy conditions for holding Posted Collateral, then upon a demand made by the
Pledgor, the Secured Party will, not later than five Local Business Days after the
demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to
a Custodian that satisfies those conditions or to the Secured Party if it satisfies
those conditions.
	 
	 	(iii)	 	Liability. The Secured Party will be liable for the acts or omissions of its
Custodian to the same extent that the Secured Party would be liable hereunder for its
own acts or omissions.






	(c)	 	Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting
the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the
Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified
Condition and no Early Termination Date has occurred or been designated as the result of an
Event of Default or Specified Condition with respect to the Secured Party, then the Secured
Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the
right to:






	 	(i)	 	sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise
dispose of, or otherwise use in its business any Posted Collateral it holds, free from
any claim or right of any nature whatsoever of the Pledgor, including any equity or
right of redemption by the Pledgor; and




5









 






	 	(ii)	 	register any Posted Collateral in the name of the Secured Party, its Custodian
or a nominee for either.




For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support
pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the
Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions
made thereon, regardless of whether the Secured Party has exercised any rights with respect to any
Posted Collateral pursuant to (i) or (ii) above.





	(d)	 	Distributions and Interest Amount.






	 	(i)	 	Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is
deemed to receive Distributions on a Local Business Day, it will Transfer to the
Pledgor not later than the following Business Day any Distributions it receives or is
deemed to receive to the extent that a Delivery Amount would not be created or
increased by that Transfer, as calculated by the Valuation Agent (and the date of
calculation will be deemed to be a Valuation Date for this purpose).
	 
	 	(ii)	 	Interest Amount. Unless otherwise specified in Paragraph 13 and subject to
Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to
have been paid with respect to Posted Collateral in the form of Cash (all of which may
be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at
the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery
Amount would not be created or increased by that Transfer, as calculated by the
Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for
this purpose). The Interest Amount or portion thereof not Transferred pursuant to this
Paragraph will constitute Posted Collateral in the form of Cash and will be subject to
the security interest granted under Paragraph 2.





Paragraph 7 Events of Default



For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect
to a party if:





	 	(i)	 	that party fails (or fails to cause its Custodian) to make, when due, any
Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, as
applicable, required to be made by it and that failure continues for two Local Business
Days after notice of that failure is given to that party;
	 
	 	(ii)	 	that party fails to comply with any restriction or prohibition specified in
this Annex with respect to any of the rights specified in Paragraph 6(c) and that
failure continues for five Local Business Days after notice of that failure is given to
that party; or




6









 






	 	(iii)	 	that party fails to comply with or perform any agreement or obligation other
than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30
days after notice of that failure is given to that party.





Paragraph 8 Certain Rights and Remedies





	(a)	 	Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified
Condition with respect to the Pledgor has occurred and is continuing or (2) an Early
Termination Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all
of its Obligations that are then due, the Secured Party may exercise one or more of the
following rights and remedies:






	 	(i)	 	all rights and remedies available to a secured party under applicable law with
respect to Posted Collateral held by the Secured Party;
	 
	 	(ii)	 	any other rights and remedies available to the Secured Party under the terms of
Other Posted Support, if any;
	 
	 	(iii)	 	the right to Set-off any amounts payable by the Pledgor with respect to any
Obligations against any Posted Collateral or the Cash equivalent of any Posted
Collateral held by the Secured Party (or any obligation of the Secured Party to
Transfer that Posted Collateral); and
	 
	 	(iv)	 	the right to liquidate any Posted Collateral held by the Secured Party through
one or more public or private sales or other dispositions with such notice, if any, as
may be required under applicable law, free from any claim or right of any nature
whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor
(with the Secured Party having the right to purchase any or all of the Posted
Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from
the liquidation of the Posted Collateral to any amounts payable by the Pledgor with
respect to any Obligations in that order as the Secured Party may elect.




Each party acknowledges and agrees that Posted Collateral in the form of securities may decline
speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the
Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party,
except any notice that is required under applicable law and cannot be waived.





	(b)	 	Pledgor’s Rights and Remedies. If at any time an Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the
Secured Party, then (except in the case of an Early Termination Date relating to less than all
Transactions (or Swap Transactions) where the Secured Party has paid in full all of its
obligations that are then due under Section 6(e) of this Agreement):






	 	(i)	 	the Pledgor may exercise all rights and remedies available to a Pledgor under
applicable law with respect to Posted Collateral held by the Secured Party;




7









 






	 	(ii)	 	the Pledgor may exercise any other rights and remedies available to the Pledgor
under the terms of Other Posted Support, if any;
	 
	 	(iii)	 	the Secured Party will be obligated immediately to Transfer all Posted
Collateral and the Interest Amount to the Pledgor; and
	 
	 	(iv)	 	to the extent that Posted Collateral or the Interest Amount is not so
Transferred pursuant to (iii) above, the Pledgor may:






	 	(A)	 	Set-off any amounts payable by the Pledgor with respect to any
Obligations against any Posted Collateral or the Cash equivalent of any Posted
Collateral held by the Secured Party (or any obligation of the Secured Party to
Transfer that Posted Collateral); and
	 
	 	(B)	 	to the extent that the Pledgor does not Set-off under (iv)(A)
above, withhold payment of any remaining amounts payable by the Pledgor with
respect to any Obligations, up to the Value of any remaining Posted Collateral
held by the Secured Party, until that Posted Collateral is Transferred to the
Pledgor.






	(c)	 	Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any
proceeds and Posted Credit Support remaining after liquidation, Set-off and/or application
under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the
Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any
amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs
8(a) and 8(b).
	 
	(d)	 	Final Returns. When no amounts are or thereafter may become payable by the Pledgor with
respect to any Obligations (except for any potential liability under Section 2(d) of this
Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the
Interest Amount, if any.





Paragraph 9 Representations



Each party represents to the other party (which representation will be deemed to be repeated as of
each date on which it, as the Pledgor, Transfers Eligible Collateral) that:





	 	(i)	 	it has the power to grant a security interest in and lien on any Eligible
Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize
the granting of that security interest and lien;
	 
	 	(ii)	 	it is the sole owner of or otherwise has the right to Transfer all Eligible
Collateral it Transfers to the Secured Party hereunder, free and clear of any security
interest, lien, encumbrance or other restrictions other than the security interest and
lien granted under Paragraph 2;




8









 






	 	(iii)	 	upon the Transfer of any Eligible Collateral to the Secured Party under the
terms of this Annex, the Secured Party will have a valid and perfected first priority
security interest therein (assuming that any central clearing corporation or any
third-party financial intermediary or other entity not within the control of the
Pledgor involved in the Transfer of that Eligible Collateral gives the notices and
takes the action required of it under applicable law for perfection of that interest);
and
	 
	 	(iv)	 	the performance by it of its obligations under this Annex will not result in
the creation of any security interest, lien or other encumbrance on any Posted
Collateral other than the security interest and lien granted under Paragraph 2.





Paragraph 10 Expenses





	(a)	 	General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its
own costs and expenses in connection with performing its obligations under this Annex and
neither party will be liable for any costs and expenses incurred by the other party in
connection herewith.
	 
	(b)	 	Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or
charges of any nature that are imposed with respect to Posted Credit support held by the
Secured Party upon becoming aware of the same, regardless of whether any portion of that
Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those
taxes, assessments and charges that result from the exercise of the Secured Party’s rights
under Paragraph 6(c).
	 
	(c)	 	Liquidation/Application of Posted Credit Support. All reasonable costs and expenses incurred
by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or
application of any Posted Credit Support under Paragraph 8 will be payable, on demand and
pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no
Defaulting Party, equally by the parties.





Paragraph 11 Miscellaneous





	(a)	 	Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted
Collateral or the Interest Amount will be obliged to pay the Pledgor (to the extent permitted
under applicable law) an amount equal to interest at the Default Rate multiplied by the Value
of the items of property that were required to be Transferred, from (and including) the date
that the Posted Collateral or Interest Amount was required to be Transferred to (but
excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest
will be calculated on the basis of daily compounding and the actual number of days elapsed.
	 
	(b)	 	Further Assurances. Promptly following a demand made by a party, the other party will
execute, deliver, file and record any financing statement, specific assignment or other
document and take any other action that may be necessary or desirable and reasonably requested
by that party to create, preserve, perfect or validate any security interest or lien




9









 






	 	 	granted under Paragraph 2, to enable that party to exercise or enforce its rights under this
Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a
release of a security interest on Posted Collateral or an Interest Amount.
	 
	(c)	 	Further Protection. The Pledgor will promptly give notice to the Secured Party of, and
defend against, any suit, action, proceeding or lien that involves Posted Credit Support
Transferred by the Pledgor or that could adversely affect the security interest and lien
granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the
exercise of the Secured Party’s rights under Paragraph
6(c).
	 
	(d)	 	Good Faith and Commercially Reasonable Manner. Performance of all obligations under this
Annex, including, but not limited to, all calculations, valuations and determinations made by
either party, will be made in good faith and in a commercially reasonable manner.
	 
	(e)	 	Demands and Notices. All demands and notices given by a party under this Annex will be made
as specified in the Notices Section of this Agreement, except as otherwise provided in
Paragraph 13.
	 
	(f)	 	Specifications of Certain Matters. Anything referred to in this Annex as being specified in
Paragraph 13 also may be specified in one or more Confirmations or other documents and this
Annex will be construed accordingly.





Paragraph 12 Definitions




As used in this Annex:—



“Cash” means the lawful currency of the United States of America.



“Credit Support Amount” has the meaning specified in Paragraph 3.



“Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13.



“Delivery Amount” has the meaning specified in Paragraph 3(a).



“Disputing Party” has the meaning specified in Paragraph 5.



“Distributions” means, with respect to Posted Collateral other than Cash, all principal, interest
and other payments and distributions of cash or other property with respect thereto, regardless of
whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c).
Distributions will not include any item of property acquired by the Secured Party upon any
disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the
form of Cash, any distributions on that collateral, unless otherwise specified herein.



“Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that
party in Paragraph 13.




10









 







“Eligible Credit Support” means Eligible Collateral and Other Eligible Support.



“Exposure” means for any Valuation Date or other date for which Exposure is calculated and subject
to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that
is the Secured Party by the other party (expressed as a positive number) or by a party that is the
Secured Party to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being
terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by
the Valuation Agent using its estimates at mid-market of the amounts that would be paid for
Replacement Transactions (as that term is defined in the definition of “Market Quotation”).



“Independent Amount” means, with respect to party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.



“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the amounts of
interest calculated for each day in that Interest Period on the principal amount of Posted
Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured
Party for each such day as follows:





	 	(x)	 	the amount of Cash on that day; multiplied by
	 
	 	(y)	 	the Interest Rate in effect for that day; divided by
	 
	 	(z)	 	360.




“Interest Period” means the period from (and including) the last Local Business Day on which an
Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local
Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the
Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to
be Transferred.



“Interest Rate” means the rate specified in Paragraph 13.



“Local Business Day,” unless otherwise specified in Paragraph 13, has the meaning specified in the
Definitions Section of this Agreement, except that references to a payment in clause (b) thereof
will be deemed to include a Transfer under this Annex.



“Minimum Transfer Amount” means, with respect to a party, the amount specified as such for that
party in Paragraph 13; if no amount is specified, zero.



“Notification Time” has the meaning specified in Paragraph 13.



“Obligations” means, with respect to a party, all present and future obligations of that party
under this Agreement and any additional obligations specified for that party in Paragraph 13.




11









 







“Other Eligible Support” means, with respect to a party, the items, if any, specified as such for
that party in Paragraph 13.



“Other Posted Support” means all Other Eligible Support Transferred to the Secured Party that
remains in effect for the benefit of that Secured Party.



“Pledgor” means either party, when that party (i) receives a demand for or is required to Transfer
Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under
Paragraph 3(a).



“Posted Collateral” means all Eligible Collateral, other property, Distributions, and all proceeds
thereof that have been Transferred to or received by the Secured Party under this Annex and not
Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant
to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.



“Posted Credit Support” means Posted Collateral and Other Posted Support.



“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5;
provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the
resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under
Paragraph 3.



“Resolution Time” has the meaning specified in Paragraph 13.



“Return Amount” has the meaning specified in Paragraph 3(b).



“Secured Party” means either party, when that party (i) makes a demand for or is entitled to
receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted
Credit Support.



“Specified Condition” means, with respect to a party, any event specified as such for that party in
Paragraph 13.



“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i).



“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).



“Threshold” means, with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.



“Transfer” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest
Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as
applicable:




12









 









	 	(i)	 	in the case of Cash, payment or delivery by wire transfer into one or more bank
accounts specified by the recipient;
	 
	 	(ii)	 	in the case of certificated securities that cannot be paid or delivered by
book-entry, payment or delivery in appropriate physical form to the recipient or its
account accompanied by any duly executed instruments of transfer, assignments in blank,
transfer tax stamps and any other documents necessary to constitute a legally valid
transfer to the recipient;
	 
	 	(iii)	 	in the case of securities that can be paid or delivered in book-entry, the
giving of written instruments to the relevant depository institution or other entity
specified by the recipient, together with a written copy thereof to the recipient,
sufficient if complied with to result in a legally effective transfer of the relevant
interest to the recipient; and
	 
	 	(iv)	 	in the case of Other Eligible Support or Other Posted Support, as specified in
Paragraph 13.




“Valuation Agent” has the meaning specified in Paragraph 13.



“Valuation Date” means each date specified in or otherwise determined pursuant to Paragraph 13.



“Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in
Paragraph 13.



“Valuation Time” has the meaning specified in Paragraph 13.



“Value” means for any Valuation Date or other date for which Value is calculated, and subject to
Paragraph 5 in the case of a dispute, with respect to:





	 	(i)	 	Eligible Collateral or Posted Collateral that is:






	 	(A)	 	Cash, the amount thereof; and
	 
	 	(B)	 	a security, the bid price obtained by the Valuation Agent
multiplied by the applicable Valuation Percentage, if any;






	 	(ii)	 	Posted Collateral that consists of items that are not specified as Eligible
Collateral, zero; and
	 
	 	(iii)	 	Other Eligible Support and Other Posted Support, as specified in Paragraph 13.






13












 





EXECUTION COPY




Elections and Variables

to the 1994 ISDA Credit Support Annex




dated as of




May 29, 2008




between




	 	 	 	 	 
	CREDIT SUISSE INTERNATIONAL

	 	and
	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F
	 

	 	 	 	 
	(“Party A”)

	 	 	 	(“Party B”)






Paragraph 13.





	(a)	 	Security Interest for “Obligations”.
	 
	 	 	The term “Obligations” as used in this Annex includes the following additional
obligations: None.
	 
	(b)	 	Credit Support Obligations.






	 	(i)	 	Delivery Amount, Return Amount and Credit Support Amount.






	 	(A)	 	“Delivery Amount” has the meaning specified in
Paragraph 3(a), except that the words “upon a demand made by the Secured Party
on or promptly following a Valuation Date” shall be deleted and replaced by
the words “on each Valuation Date;” provided, that the Delivery Amount shall
be calculated, with respect to collateral posting required by each Rating
Agency, by using (i) such Rating Agency’s Valuation Percentages as provided
below to determine Value and (ii) the Credit Support Amount related to such
Rating Agency. The Delivery Amount shall be the greatest of such calculated
amounts.
	 
	 	(B)	 	“Return Amount” has the meaning specified in
Paragraph 3(b); provided, that the Return Amount shall be calculated, with
respect to collateral posting required by each Rating Agency, by using (i)
such Rating Agency’s Valuation Percentages as provided below to determine
Value and (ii) the Credit Support Amount related to such Rating Agency. The
Return Amount shall be the least of such calculated amounts.
	 
	 	(C)	 	“Credit Support Amount” has the meaning specified in
Paragraph 13(j)(iii).






	 	(ii)	 	Eligible Collateral. The Valuation Percentages1 listed below
shall apply to the following Eligible Collateral:







 




			
	1	 	With respect to collateral types not listed below, such
assets will be subject to review by each of S&P, Fitch and Moody’s.





1









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Valuation 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Percentages 	 	Valuation	 	 
	 	 	 	 	 	 	 	 	 	 	applicable with 	 	Percentages	 	 
	 	 	Valuation 	 	Valuation	 	respect to 	 	applicable with	 	 
	 	 	Percentages 	 	Percentages	 	calculating S&P 	 	respect to	 	Valuation
	 	 	applicable with 	 	applicable with	 	Credit Support 	 	calculating S&P	 	Percentages
	 	 	respect to 	 	respect to	 	Amount when a 	 	Credit Support	 	applicable with
	 	 	calculating 	 	calculating	 	Collateralization 	 	Amount when a	 	respect to
	 	 	Moody’s First	 	Moody’s Second	 	Event has	 	Ratings Event	 	calculating Fitch
	 	 	Trigger Credit	 	Trigger Credit	 	occurred and is	 	has occurred and	 	Credit Support
	Instrument	 	Support Amount	 	Support Amount	 	continuing	 	is continuing	 	Amount
	 	 	Moody’s	 	Moody’s	 	S&P	 	S&P	 	Fitch
	U.S. Dollar Cash
	 	 	100	%	 	 	100	%	 	 	100	%	 	 	80	%	 	 	100	%
	Euro Cash
	 	 	97	%	 	 	93	%	 	 	95.1	%	 	 	76.1	%	 	 	94.36	%
	Sterling Cash
	 	 	97	%	 	 	94	%	 	 	96.1	%	 	 	76.9	%	 	 	95.18	%
	Fixed Rate Negotiable Treasury Debt issued by U.S. Treasury Department with Remaining Maturity:
	<1 Year
	 	 	100	%	 	 	100	%	 	 	98.9	%	 	 	79.1	%	 	 	99.5	%
	1 to 2 years
	 	 	100	%	 	 	99	%	 	 	98.0	%	 	 	78.4	%	 	 	98.2	%
	2 to 3 years
	 	 	100	%	 	 	98	%	 	 	98.0	%	 	 	78.4	%	 	 	98.2	%
	3 to 5 years
	 	 	100	%	 	 	97	%	 	 	98.0	%	 	 	78.4	%	 	 	96.6	%
	5 to 7 years
	 	 	100	%	 	 	95	%	 	 	93.7	%	 	 	75.0	%	 	 	95.3	%
	7 to 10 years
	 	 	100	%	 	 	94	%	 	 	92.6	%	 	 	74.1	%	 	 	93.9	%
	10 to 20 years
	 	 	100	%	 	 	89	%	 	 	91.1	%	 	 	72.9	%	 	 	n/a	 
	10 to 15 years
	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	92.7	%
	15 to 20 years
	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	0	%
	> 20 years
	 	 	100	%	 	 	87	%	 	 	88.6	%	 	 	70.9	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Floating-Rate Negotiable U.S. Dollar Denominated Treasury Debt Issued by The U.S. Treasury Department
	All Maturities
	 	 	100	%	 	 	99	%	 	 	0	%	 	 	0	%	 	 	99.5	%
	Fixed-Rate U.S. Dollar Denominated U.S. Agency Debentures with Remaining Maturity:
	< 1 Year
	 	 	100	%	 	 	99	%	 	 	98.5	%	 	 	78.8	%	 	 	98.51	%
	1 to 2 years
	 	 	100	%	 	 	98	%	 	 	98.0	%	 	 	78.4	%	 	 	97.22	%
	2 to 3 years
	 	 	100	%	 	 	97	%	 	 	98.0	%	 	 	78.4	%	 	 	97.22	%
	3 to 5 years
	 	 	100	%	 	 	96	%	 	 	98.0	%	 	 	78.4	%	 	 	95.63	%
	5 to 7 years
	 	 	100	%	 	 	94	%	 	 	92.6	%	 	 	74.1	%	 	 	94.35	%
	7 to 10 years
	 	 	100	%	 	 	93	%	 	 	92.6	%	 	 	74.1	%	 	 	92.96	%
	10 to 20 years
	 	 	100	%	 	 	88	%	 	 	87.7	%	 	 	70.2	%	 	 	n/a	 
	10 to 15 years
	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	91.77	%
	15 to 20 years
	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	0	%
	> 20 years
	 	 	100	%	 	 	86	%	 	 	84.4	%	 	 	67.5	%	 	 	0	%
	Floating-Rate U.S. Dollar Denominated U.S. Agency Debentures
	All maturities
	 	 	100	%	 	 	98	%	 	 	0	%	 	 	0	%	 	 	98.51	%
	Fixed-Rate Euro Denominated Euro-Zone Government Bonds Rated “Aa3” or Above by Moody’s and “AAA” by S&P with Remaining Maturity:
	< 1 Year
	 	 	97	%	 	 	93	%	 	 	98.8	%	 	 	79.0	%	 	 	93.47	%
	1 to 2 years
	 	 	97	%	 	 	92	%	 	 	97.9	%	 	 	78.3	%	 	 	93	%
	2 to 3 years
	 	 	97	%	 	 	91	%	 	 	96.9	%	 	 	77.5	%	 	 	93	%
	3 to 5 years
	 	 	97	%	 	 	89	%	 	 	95.2	%	 	 	76.2	%	 	 	92.7	%
	5 to 7 years
	 	 	97	%	 	 	87	%	 	 	88.7	%	 	 	71.0	%	 	 	92.4	%
	7 to 10 years
	 	 	97	%	 	 	86	%	 	 	87.0	%	 	 	69.6	%	 	 	92.1	%
	10 to 20 years
	 	 	97	%	 	 	82	%	 	 	75.5	%	 	 	60.4	%	 	 	n/a	 
	10 to 15 years
	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	91.6	%






2









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Valuation 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Percentages 	 	Valuation	 	 
	 	 	 	 	 	 	 	 	 	 	applicable with 	 	Percentages	 	 
	 	 	Valuation 	 	Valuation	 	respect to 	 	applicable with	 	 
	 	 	Percentages 	 	Percentages	 	calculating S&P 	 	respect to	 	Valuation
	 	 	applicable with 	 	applicable with	 	Credit Support 	 	calculating S&P	 	Percentages
	 	 	respect to 	 	respect to	 	Amount when a 	 	Credit Support	 	applicable with
	 	 	calculating 	 	calculating	 	Collateralization 	 	Amount when a	 	respect to
	 	 	Moody’s First	 	Moody’s Second	 	Event has	 	Ratings Event	 	calculating Fitch
	 	 	Trigger Credit	 	Trigger Credit	 	occurred and is	 	has occurred and	 	Credit Support
	Instrument	 	Support Amount	 	Support Amount	 	continuing	 	is continuing	 	Amount
	 	 	Moody’s	 	Moody’s	 	S&P	 	S&P	 	Fitch
	15 to 20 years
	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 	 	 	0	%
	> 20 years
	 	 	97	%	 	 	80	%	 	 	0	%	 	 	0	%	 	 	0	%
	Floating-Rate Euro Denominated Euro-Zone Government Bonds Rated “Aa3” or Above by Moody’s and “AAA” by S&P
	All maturities:
	 	 	97	%	 	 	92	%	 	 	0	%	 	 	0	%	 	 	93.47	%
	Qualified Commercial Paper
	 
	 	 	0	%*	 	 	0	%*	 	 	0	%	 	 	0	%	 	 	99.50	%







	 	 	For the purposes of the above table, “Qualified Commercial Paper” means commercial
paper with a rating of at least “P-1” by Moody’s and “A-1+” by S&P and having a remaining
maturity of not more than one month.




 




	 
	*	 	or such other percentage in respect of which Moody’s has provided a rating affirmation.






	 	(iii)	 	Thresholds.






	 	(A)	 	“Independent Amount"  means with respect
to Party A: Zero
	 
	 	 	 	“Independent Amount” means with respect to Party B: Zero
	 
	 	(B)	 	“Threshold” means with respect to Party A: infinity;
provided that the Threshold with respect to Party A shall be zero for so long
as (i) a Ratings Event is occurring or (ii) for so long as no Relevant Entity
has the First Trigger Required Ratings or a Collateralization Event is
occurring and (a) no Relevant Entity has had the First Trigger Required
Ratings since this Annex was executed, or (b) at least 30 Local Business Days
have elapsed since the last time a Relevant Entity had the First Trigger
Required Ratings, or (c) no Relevant Entity has met the Hedge Counterparty
Ratings Requirement since this Annex was executed or (d) at least 10 calendar
days have elapsed since the last time a Collateralization Event occurred.
	 
	 	 	 	“Threshold” means with respect to Party B: infinity.
	 
	 	(C)	 	“Minimum Transfer Amount” means with respect to Party
A: USD $100,000; provided, however, that if S&P is rating the Notes and the
aggregate principal amount of the rated Notes falls below $50,000,000, then
the Minimum Transfer Amount shall mean USD $50,000.
	 
	 	(D)	 	“Minimum Transfer Amount” means with respect to Party
B: USD $100,000 (or if the Posted Collateral is less than $100,000, the
aggregate Value of Posted Collateral), provided, however, that if S&P is
rating the Notes and the aggregate principal amount of the rated Notes falls
below $50,000,000, then the Minimum Transfer Amount shall mean USD $50,000 (or
if the Posted Collateral is less than $50,000, the aggregate Value of Posted
Collateral).
	 
	 	(E)	 	Rounding. The Delivery Amount will be rounded up to the
nearest integral multiple of USD $10,000. The Return Amount will be rounded
down to the nearest integral multiple of USD $10,000.






	 	(iv)	 	“Exposure” has the meaning specified in Paragraph 12, except that
(1) after the word “Agreement” the words “(assuming, for this purpose only, that
Part 1(k) of the Schedule is deleted)” shall be inserted and (2) at the end of such
definition, the words “with terms substantially the same as those of this
Agreement.”




3









 












	(c)	 	Valuation and Timing.






	 	(i)	 	“Valuation Agent” means Party A in all circumstances.
	 
	 	(ii)	 	“Valuation Date” means any Local Business Day in each week.
	 
	 	(iii)	 	“Valuation Time” means the close of business in the location
where the relevant product is traded, provided that the calculations of Value and
Exposure will made as of approximately the same time on the same date.
	 
	 	(iv)	 	“Notification Time” means 3:00 p.m., New York time, on a Local
Business Day.






	(d)	 	Conditions Precedent and Secured Party’s Rights and Remedies. None.
	 
	(e)	 	Substitution.






	 	(i)	 	“Substitution Date” has the meaning specified in Paragraph
4(d)(ii).
	 
	 	(ii)	 	Consent. The Pledgor need not obtain the Secured Party’s consent for any
substitution pursuant to Paragraph 4(d).
	 
	 	(f)	 	Dispute Resolution.






	 	(i)	 	“Resolution Time” means 1:00 p.m., New York time on the Local
Business Day following the date on which the notice is given that gives rise to a
dispute under Paragraph 5.
	 
	 	(ii)	 	Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of
Eligible Credit Support or Posted Credit Support as of the relevant Valuation Date
or date of Transfer will be calculated as follows:






	 	(A)	 	with respect to any Eligible Credit Support or Posted Credit
Support comprising securities (“Securities”) the sum of (a)(x) the
last bid price on such date for such Securities on the principal national
securities exchange on which such Securities are listed, multiplied by the
applicable Valuation Percentage; or (y) where any Securities are not listed on
a national securities exchange, the bid price for such Securities quoted as at
the close of business on such date by any principal market maker (which shall
not be and shall be independent from the Valuation Agent) for such Securities
chosen by the Valuation Agent, multiplied by the applicable Valuation
Percentage; or (z) if no such bid price is listed or quoted for such date, the
last bid price listed or quoted (as the case may be), as of the day next
preceding such date on which such prices were available, multiplied by the
applicable Valuation Percentage; plus (b) the accrued interest where
applicable on such Securities (except to the extent that such interest shall
have been paid to the Pledgor pursuant to Paragraph 5(c)(ii) or included in
the applicable price) as of such date; and
	 
	 	(B)	 	with respect to any Cash, (i) the face amount thereof or (ii)
for purposes of calculating any S&P Credit Support Amount, the face amount
thereof multiplied by applicable Valuation Percentage.






	 	(iii)	 	Alternative. The provisions of Paragraph 5 will apply.




4









 












	(g)	 	Holding and Using Posted Collateral.






	 	(i)	 	Eligibility to Hold Posted Collateral; Custodians:
	 
	 	 	 	A Custodian will be entitled to hold Posted Collateral on behalf of Party B
pursuant to Paragraph 6(b); provided that:






     (1) Posted Collateral may be held only in the following jurisdiction: United
States.




     (2) The Custodian for Party B (A) is a commercial bank or trust company which
is unaffiliated with Party B and organized under the laws of the United States or
any state thereof, having assets of at least $500 million and (i) a long term debt
or a deposit rating of at least “Baa2” from Moody’s and (ii) a short term rating
from S&P of at least “A-1”, or is the Trustee, and a short term rating from Fitch
of at least “F1” and (B) shall hold all Eligible Credit Support in the appropriate
account under the Basic Documents (and, provided further, that if the Custodian is
not the Trustee and no longer has a short term rating of at least “A-1” from S&P,
the Custodian shall be replaced within 60 days of the first date on which it fails
to have such rating).




     (3) Initially, the Custodian for Cash and Securities for Party B is: The
Trustee under the Indenture, or any successor trustee thereto.




	 	(ii)	 	Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Party
B. The Trustee shall invest Cash Posted Credit Support in such overnight (or redeemable
within two Local Business Days of demand) investments rated at least “Prime-1” and “Aaa”
by Moody’s and either “AAAm” or “AAAm-G” by S&P (or such other investments as may be
affirmed in writing by S&P and Moody’s) as directed by Party A (unless (x) an Event of
Default or an Additional Termination Event has occurred with respect to which Party A is
the defaulting or sole Affected Party and (y) an Early Termination Date has been
designated by Party B, in which case such investment shall be at the direction of
Party B) with gains and losses incurred in respect of such investments to be for the
account of Party A.
	 
	 	(iii)	 	Notice. If a party or its Custodian fails to meet the criteria for eligibility to
hold (or, in the case of a party, to use) Posted Collateral set forth in this Paragraph
13(g), such party shall promptly notify the other party of such ineligibility.






	(h)	 	Distributions and Interest Amount.






	 	(i)	 	Interest Rate. The “Interest Rate” will be the actual rate of
interest earned by Party B or the Custodian if the Cash is invested at the direction
of Party A in accordance with Paragraph 13(g)(ii) above, otherwise the “Interest
Rate” will be the federal funds overnight rate as published by the Board of
Governors of the Federal Reserve System in H.15 (519) or its successor publication,
or such other rate as the parties may agree from time to time.
	 
	 	(ii)	 	Transfer of Interest Amount. The transfer of the Interest Amount will be
made on the second Local Business Day following the end of each calendar month and
on any other Local Business Day on which Posted Collateral in the form of Cash is
transferred to the Pledgor pursuant to Paragraph 3(b), in each case to the extent
that a Delivery Amount would not be created or increased by that transfer, provided
that Party B shall not be obliged to so transfer any Interest Amount unless and
until it has earned and received such interest.




5









 






	 	(iii)	 	Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii)
will apply.






	(i)	 	Address for Transfers.
	 
	 	 	Party A: To be notified to Party B by Party A at the time of the request for the transfer.
	 
	 	 	Party B: To be notified to Party A by Party B upon request by Party A.






	(j)	 	Other Provisions.






	 	(i)	 	Costs of Transfer on Exchange.
	 
	 	 	 	Notwithstanding Paragraph 10, the Pledgor will be responsible for,
and will reimburse the Secured Party for, all transfer and other
taxes and other costs involved in the transfer and maintenance of
Eligible Credit Support either from the Pledgor to the Secured Party
or from the Secured Party to the Pledgor.

	 
	 	(ii)	 	Cumulative Rights.
	 
	 	 	 	The rights, powers and remedies of the Secured Party under this
Annex shall be in addition to all rights, powers and remedies given
to the Secured Party by the Agreement or by virtue of any statute or
rule of law, all of which rights, powers and remedies shall be
cumulative and may be exercised successively or concurrently without
impairing the rights of the Secured Party in the Posted Credit
Support created pursuant to this Annex.


	 
	 	(iii)	 	Ratings Criteria.
	 
	 	 	 	“Credit Support Amount” shall be (a) in respect of S&P, the S&P Credit
Support Amount, (b) in respect of Fitch, the Fitch Credit Support Amount, and (c)
in respect of Moody’s, the Moody’s First Trigger Credit Support Amount, or the
Moody’s Second Trigger Credit Support Amount, as applicable.






	 	 	With respect to Fitch:






	 	 	 	“Fitch Credit Support Amount” means, for any Valuation Date, the excess, if any,
of:






	 	(I)    (A)	 	for any Valuation Date (x) on which a Collateralization
Event with respect to Fitch has occurred and been continuing for at least 30
calendar days or (y) on which a Ratings Event with respect to Fitch has
occurred and is continuing, an amount equal to the sum of (1) the aggregate
Secured Party’s Exposure for such Valuation Date with respect to all
Transactions and (2) the aggregate of the products of the Volatility Cushion
for each Transaction and the Notional Amount of each Transaction for the
Calculation Period of each such Transaction which includes such Valuation
Date, or






	 	(B)	 	for any other Valuation Date, zero, over






	 	(II)	 	the Threshold for Party A for such Valuation Date.




6









 










“Volatility Cushion” shall mean the percentage set forth in the following table with
respect to any Transaction (other than a Transaction identified in the related Confirmation as a
Timing Hedge):




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Weighted Average Life (Years)
	Notes’ Rating	 	1	 	2	 	3	 	4	 	5	 	6	 	7	 	8	 	9	 	10
	USD Interest Rate Caps	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	“AA-” or Better
	 	 	0.4	 	 	 	1.3	 	 	 	2.1	 	 	 	2.8	 	 	 	3.3	 	 	 	4.0	 	 	 	4.0	 	 	 	4.3	 	 	 	4.5	 	 	 	5.0	 
	“A+”/“A”
	 	 	0.3	 	 	 	0.8	 	 	 	1.3	 	 	 	1.7	 	 	 	1.8	 	 	 	2.4	 	 	 	2.4	 	 	 	2.4	 	 	 	2.5	 	 	 	2.5	 
	“A-”/“BBB+”
	 	 	0.2	 	 	 	0.6	 	 	 	0.9	 	 	 	1.2	 	 	 	1.2	 	 	 	1.6	 	 	 	1.6	 	 	 	1.8	 	 	 	1.8	 	 	 	1.9	 





With respect to Moody’s:





	 	 	 	“Moody’s First Trigger Credit Support Amount” means, for any Valuation
Date, the excess, if any, of






	 	(I)	 	(A) for any Valuation Date on which (I) a First Trigger
Failure Condition has occurred and has been continuing (x) for at least 30
Local Business Days or (y) since this Annex was executed and (II) it is not
the case that a Moody’s Second Trigger Event has occurred and been continuing
for at least 30 Local Business Days, an amount equal to the greater of (a)
zero and (b) the sum of the Secured Party’s aggregate Exposure for all
Transactions and the aggregate of Moody’s Additional Collateralized Amounts
for all Transactions.
	 
	 	 	 	For the purposes of this definition, the “Moody’s Additional
Collateralized Amount” with respect to any Transaction shall mean:
	 
	 	 	 	the product of the applicable Moody’s First Trigger Factor set forth in
Table 1 and the Notional Amount for such Transaction for the Calculation
Period which includes such Valuation Date; or






	 	(B)	 	for any other Valuation Date, zero, over






	 	(II)	 	the Threshold for Party A such Valuation Date.






	 	 	 	“First Trigger Failure Condition” means that no Relevant Entity has credit
ratings from Moody’s at least equal to the Moody’s First Trigger Required Ratings.
	 
	 	 	 	“Moody’s Second Trigger Credit Support Amount” means, for any Valuation
Date, the excess, if any, of






	 	(I)	 	(A) for any Valuation Date on which it is the case that a
Second Trigger Failure Condition has occurred and been continuing for at least
30 Local Business Days, an amount equal to the greatest of (a) zero, (b) the
aggregate amount of the Next Payments for all Next Payment Dates and (c) the
sum of the Secured Party’s aggregate Exposure and the aggregate of Moody’s
Additional Collateralized Amounts for all Transactions.
	 
	 	 	 	For the purposes of this definition:
	 
	 	 	 	“Next Payment” means, in respect of each Next Payment Date, the
greater of (i) the amount of any payments due to be made by Party A under
Section 2(a) on such Next Payment Date less any payments due to be made by
Party B under Section 2(a) on such Next Payment Date (in each case, after
giving effect to any applicable netting under Section 2(c)) and (ii) zero.




7









 






	 	 	 	“Next Payment Date” means each date on which the next scheduled
payment under any Transaction is due to be paid.
	 
	 	 	 	“Moody’s Additional Collateralized Amount” with respect to any
Transaction shall mean:
	 
	 	 	 	if such Transaction is not a Transaction-Specific Hedge,
	 
	 	 	 	the product of the applicable Moody’s Second Trigger Factor set forth in
Table 2 and the Notional Amount for such Transaction for the Calculation
Period which includes such Valuation Date; or
	 
	 	 	 	if such Transaction is a Transaction-Specific Hedge,
	 
	 	 	 	the product of the applicable Moody’s Second Trigger Factor set forth in
Table 3 and the Notional Amount for such Transaction for the Calculation
Period which includes such Valuation Date; or






	 	(B)	 	for any other Valuation Date, zero, over






	 	(II)	 	the Threshold for Party A for such Valuation Date.






	 	 	 	“Transaction-Specific Hedge” means any Transaction that is an interest rate
cap, interest rate floor or interest rate swaption, or an interest rate swap if (x)
the notional amount of the interest rate cap is “balance guaranteed” or (y) the
notional amount of the interest rate cap for any Calculation Period otherwise is
not a specific dollar amount that is fixed at the inception of the Transaction.
	 
	 	 	 	“Second Trigger Failure Condition” means that no Relevant Entity has credit
ratings from Moody’s at least equal to the Second Trigger Required Ratings.






	 	 	With respect to S&P:






	 	 	 	“S&P Credit Support Amount” means, for any Valuation Date, the excess, if
any, of:






	 	(I)    (A)	 	for any Valuation Date on which a Collateralization Event
with respect to S&P has occurred and been continuing for at least 10 calendar
days, an amount equal to the aggregate Secured Party’s Exposure for such
Valuation Date with respect to all Transactions;






	 	(B)	 	for any Valuation Date on which a Ratings
Event with respect to S&P has occurred and is continuing, an amount
equal to 125% of the aggregate Secured Party’s Exposure for such
Valuation Date with respect to all Transactions; or
	 
	 	(C) 	 	for any other Valuation Date, zero, over






	 	(II) 	 	the Threshold for Party A for such Valuation Date.






	 	(iv)	 	Demands and Notices.




8









 












	 	 	 	All demands, specifications and notices under this Annex will be made pursuant to
the Notices Section of this Agreement, save that any demand, specification or
notice:






	 	(A)	 	shall be given to or made at the following addresses:
	 
	 	 	 	If to Party A:






	 	 	 	As set forth in Part 4(a) of the Schedule.






	 	 	 	If to Party B:






	 	 	 	As set forth in Part 4(a) of the Schedule.






	 	 	 	or at such other address as the relevant party may from time to time
designate by giving notice (in accordance with the terms of this
subparagraph) to the other party;
	 
	 	(B)	 	shall be deemed to be effective at the time such notice is
actually received unless such notice is received on a day which is not a Local
Business Day or after the Notification Time on any Local Business Day in which
event such notice shall be deemed to be effective on the next succeeding Local
Business Day.






	 	 	 	Pursuant to the related Basic Document, the monthly report to Noteholders shall be
made available to Party A in the manner and form specified therein.
	 
	 	(v)	 	Agreement as to Single Secured Party and Pledgor
	 
	 	 	 	Party A and Party B agree that, notwithstanding anything to the contrary in the
first sentence of this Annex, Paragraph 1(b) or Paragraph 2 or the definitions in
Paragraph 12, except with respect to Party B’s obligations under Paragraph 3(b),
(a) the term “Secured Party” as used in this Annex means only Party B, (b) the term
“Pledgor” as used in this Annex means only Party A, (c) only Party A makes
the pledge and grant in Paragraph 2, the acknowledgement in the final sentence of
Paragraph 8(a) and the representations in Paragraph 9 and (d) only Party A will be
required to make Transfers of Eligible Credit Support hereunder. Party A and Party
B further agree that, notwithstanding anything to the contrary in the recital to
this Annex or Paragraph 7, this Annex will constitute a Credit Support Document
only with respect to Party A.
	 
	 	(vi)	 	Event of Default.
	 
	 	 	 	Subclause (iii) of Paragraph 7 shall not apply to Party B.





[Signature page follows]




9









 




IN WITNESS WHEREOF, the parties have executed this document by their duly authorized officers with
effect from the date specified on the first page hereof.




	 	 	 	 	 	 	 	 	 	 	 
	CREDIT SUISSE INTERNATIONAL	 	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F	 	 
	 
	 	 	 	 	 	 	BY: AMERICREDIT FINANCIAL SERVICES, INC.,

as Attorney-In-Fact	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Louis J. Impellizeri
	 	 	 	By:
	 	/s/ Connie Coffey	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Louis J. Impellizeri
	 	 	 	Name:
	 	Connie Coffey	 	 
	Title:

	 	Authorized Signatory
	 	 	 	Title:
	 	Senior Vice President, Treasury	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Kamel Ouchikh	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Kamel Ouchikh	 	 	 	 	 	 	 	 
	Title:

	 	Authorized Signatory	 	 	 	 	 	 	 	 






[Credit Support Annex – Elections and Variables]





10











 





Table 1




Moody’s First Trigger Factor




	 	 	 	 	 
	Remaining	 	[Daily
	Weighted Average Life	 	Collateral
	of Hedge in Years	 	Posting
	1 or less

	 	 	0.15	%
	More than 1 but not more than 2

	 	 	0.30	%
	More than 2 but not more than 3

	 	 	0.40	%
	More than 3 but not more than 4

	 	 	0.60	%
	More than 4 but not more than 5

	 	 	0.70	%
	More than 5 but not more than 6

	 	 	0.80	%
	More than 6 but not more than 7

	 	 	1.00	%
	More than 7 but not more than 8

	 	 	1.10	%
	More than 8 but not more than 9

	 	 	1.20	%
	More than 9 but not more than 10

	 	 	1.30	%
	More than 10 but not more than 11

	 	 	1.40	%
	More than 11 but not more than 12

	 	 	1.50	%
	More than 12 but not more than 13

	 	 	1.60	%
	More than 13 but not more than 14

	 	 	1.70	%
	More than 14 but not more than 15

	 	 	1.80	%
	More than 15 but not more than 16

	 	 	1.90	%
	More than 16 but not more than 17

	 	 	2.00	%
	More than 17 but not more than 18

	 	 	2.00	%
	More than 18 but not more than 19

	 	 	2.00	%
	More than 19 but not more than 20

	 	 	2.00	%
	More than 20 but not more than 21

	 	 	2.00	%
	More than 21 but not more than 22

	 	 	2.00	%
	More than 22 but not more than 23

	 	 	2.00	%
	More than 23 but not more than 24

	 	 	2.00	%
	More than 24 but not more than 25

	 	 	2.00	%
	More than 25 but not more than 26

	 	 	2.00	%
	More than 26 but not more than 27

	 	 	2.00	%
	More than 27 but not more than 28

	 	 	2.00	%
	More than 28 but not more than 29

	 	 	2.00	%
	More than 29

	 	 	2.00	%]






11









 





Table 2




Moody’s Second Trigger Factor for Interest Rate Swaps with Fixed Notional Amounts




	 	 	 	 	 
	Remaining	 	[Daily
	Weighted Average Life	 	Collateral
	of Hedge in Years	 	Posting
	1 or less

	 	 	0.50	%
	More than 1 but not more than 2

	 	 	1.00	%
	More than 2 but not more than 3

	 	 	1.50	%
	More than 3 but not more than 4

	 	 	1.90	%
	More than 4 but not more than 5

	 	 	2.40	%
	More than 5 but not more than 6

	 	 	2.80	%
	More than 6 but not more than 7

	 	 	3.20	%
	More than 7 but not more than 8

	 	 	3.60	%
	More than 8 but not more than 9

	 	 	4.00	%
	More than 9 but not more than 10

	 	 	4.40	%
	More than 10 but not more than 11

	 	 	4.70	%
	More than 11 but not more than 12

	 	 	5.00	%
	More than 12 but not more than 13

	 	 	5.40	%
	More than 13 but not more than 14

	 	 	5.70	%
	More than 14 but not more than 15

	 	 	6.00	%
	More than 15 but not more than 16

	 	 	6.30	%
	More than 16 but not more than 17

	 	 	6.60	%
	More than 17 but not more than 18

	 	 	6.90	%
	More than 18 but not more than 19

	 	 	7.20	%
	More than 19 but not more than 20

	 	 	7.50	%
	More than 20 but not more than 21

	 	 	7.80	%
	More than 21 but not more than 22

	 	 	8.00	%
	More than 22 but not more than 23

	 	 	8.00	%
	More than 23 but not more than 24

	 	 	8.00	%
	More than 24 but not more than 25

	 	 	8.00	%
	More than 25 but not more than 26

	 	 	8.00	%
	More than 26 but not more than 27

	 	 	8.00	%
	More than 27 but not more than 28

	 	 	8.00	%
	More than 28 but not more than 29

	 	 	8.00	%
	More than 29

	 	 	8.00	%]






12









 





Table 3




Moody’s Second Trigger Factor for Interest Rate Caps and Transaction-Specific Hedges




	 	 	 	 	 
	Remaining	 	[Daily
	Weighted Average Life	 	Collateral
	of Hedge in Years	 	Posting
	1 or less

	 	 	0.65	%
	More than 1 but not more than 2

	 	 	1.30	%
	More than 2 but not more than 3

	 	 	1.90	%
	More than 3 but not more than 4

	 	 	2.50	%
	More than 4 but not more than 5

	 	 	3.10	%
	More than 5 but not more than 6

	 	 	3.60	%
	More than 6 but not more than 7

	 	 	4.20	%
	More than 7 but not more than 8

	 	 	4.70	%
	More than 8 but not more than 9

	 	 	5.20	%
	More than 9 but not more than 10

	 	 	5.70	%
	More than 10 but not more than 11

	 	 	6.10	%
	More than 11 but not more than 12

	 	 	6.50	%
	More than 12 but not more than 13

	 	 	7.00	%
	More than 13 but not more than 14

	 	 	7.40	%
	More than 14 but not more than 15

	 	 	7.80	%
	More than 15 but not more than 16

	 	 	8.20	%
	More than 16 but not more than 17

	 	 	8.60	%
	More than 17 but not more than 18

	 	 	9.00	%
	More than 18 but not more than 19

	 	 	9.40	%
	More than 19 but not more than 20

	 	 	9.70	%
	More than 20 but not more than 21

	 	 	10.00	%
	More than 21 but not more than 22

	 	 	10.00	%
	More than 22 but not more than 23

	 	 	10.00	%
	More than 23 but not more than 24

	 	 	10.00	%
	More than 24 but not more than 25

	 	 	10.00	%
	More than 25 but not more than 26

	 	 	10.00	%
	More than 26 but not more than 27

	 	 	10.00	%
	More than 27 but not more than 28

	 	 	10.00	%
	More than 28 but not more than 29

	 	 	10.00	%
	More than 29

	 	 	10.00	%]






13









 







	 	 	 	 	 
		 	CREDIT SUISSE INTERNATIONAL
	 
	 	 	 	 
	 

	 	One Cabot Square,
	 	Telephone 020 7888 8888
	 

	 	London E14 4QJ
	 	www.credit-suisse.com






Facsimile Cover Sheet




	 	 	 
	To:

	 	AmeriCredit Automobile Receivables Trust 2008 A-F
	 
	 	 
	Attention:
	 	 
	 
	 	 
	Fax number:

	 	To be hand delivered by Heakyung Chung
	 
	 	 
	Date:

	 	20 May 2008
	 
	 	 
	Pages (including cover page):

	 	           6





Our Reference No: External ID: 53426809N / Risk ID: 448490190



Credit Suisse International has entered into a transaction with you as attached. Please find
attached a letter agreement (the “Confirmation”) which confirms the terms and conditions of the
above transaction.



If you agree with the terms specified therein, please arrange for the Confirmation to be signed by
your authorised signatories and return a signed copy to this office to the facsimile listed below.




	 	 	 
	For Interest Rate Products:	 	For Equity Derivatives:
	Telephone Numbers: (212) 538-9370

	 	Telephone numbers: (212) 538-4437 /
	Facsimile number: (917) 326-8603

	 	(212) 538-8297 / (212) 325-5119
	Email: list.otc-inc-accept-ny@credit-suisse.com

	 	Facsimile number: (212) 325-8173
	 
	 	 
	For Credit Derivatives:
	 	 
	Telephone Numbers: (212) 538-9370
	 	 
	Facsimile number: (917) 326-8603
	 	 
	Email: list.otc-inc-accept-ny@credit-suisse.com
	 	 
	 
	 	 
	We are delighted to have entered into this transaction with you.





CONFIDENTIALITY NOTICE: This facsimile is intended only for the use of the individual or entity to
which it is addressed and may contain information which is privileged and confidential. If the
reader of this message is not the intended recipient or an employee or agent responsible for
delivering the message to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this
communication in error, please notify us immediately by telephone and return the original message
to us by mail. Thank you.




Registered Office as above

Registered with unlimited liability in England under No. 2500199

Authorised and Regulated by the Financial Services Authority

VAT No: GB 447 0737 41




 









 







	 	 	 	 	 
		 	CREDIT SUISSE INTERNATIONAL
	 
	 	 	 	 
	 

	 	One Cabot Square,

London E14 4QJ
	 	Telephone 020 7888 8888

www.credit-suisse.com
	 
	 	 	 	 
	 

	 	 	 	      29 May 2008






AmeriCredit Automobile Receivables Trust 2008 A-F




External ID: 53426809N




Dear Sirs,



The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions
of the Cap Transaction entered into between us on the Trade Date specified below (the “Cap
Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement
specified below.




In this Confirmation “CSIN” means Credit Suisse International and “Counterparty” means
AmeriCredit Automobile Receivables Trust 2008 A-F.





	1.	 	The definitions and provisions contained in the 2006 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc.) are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern.
	 
	 	 	This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master
Agreement dated as of 29 May 2008 as amended and supplemented from time to time (the
“Agreement”), between you and us. All provisions contained in the Agreement govern this
Confirmation except as expressly modified below.
	 
	 	 	CSIN and Counterparty each represents to the other that it has entered into this Cap
Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice
as it deems necessary and not upon any view expressed by the other.
	 
	2.	 	The terms of the particular Transaction to which this Confirmation relates are as follows:





	 	 	 
	Transaction Type:

	 	Rate Cap Transaction
	 
	 	 
	Notional Amount:

	 	USD 139,000,000.00, subject to adjustment as set out in the Additional Terms
	 
	 	 
	Trade Date:

	 	20 May 2008
	 
	 	 
	Effective Date:

	 	29 May 2008






Registered Office as above

Registered with unlimited liability in England under No. 2500199

Authorised and regulated by The Financial Services Authority

VAT No: GB 447 0737 41




 









 










	 	 	 
	     Termination Date:

	 	06 April 2011, subject to adjustment in
accordance with the Following Business Day
Convention
	 
	 	 
	Fixed Amounts:
	 	 
	 
	 	 
	     Fixed Amount Payer:

	 	Counterparty
	 
	 	 
	      Fixed Amount Payer Payment Date:

	 	22 May 2008
	 
	 	 
	      Fixed Amount:

	 	USD 149,000.00
	 
	 	 
	Floating Amounts:
	 	 
	 
	 	 
	      Floating Rate Payer:

	 	CSIN
	 
	 	 
	     
Floating Rate Payer Period End Dates:

	 	The 6th calendar day of each calendar
month, commencing on 06 June 2008, and ending on the Termination Date,
inclusive, subject to adjustment in accordance with the Following Business Day
Convention
	 
	 	 
	      Floating Rate Payer Payment Dates:

	 	The Floating Rate Payer Period End Dates
	 
	 	 
	     Floating Rate Payer Initial Calculation Period:

	 	From and including 29 May 2008 up to but
excluding the Floating Rate Period End
Date scheduled to occur on 06 June 2008.
	 
	 	 
	      Cap Rate:

	 	7.00 %
	 
	 	 
	      Floating Rate Option:

	 	USD-LIBOR-BBA
	 
	 	 
	      Designated Maturity:

	 	1 month
	 
	 	 
	      Spread:

	 	None
	 
	 	 
	      Floating Rate Day Count Fraction:

	 	Actual/360






 









 










	 	 	 
	          Reset Dates:

	 	Monthly, beginning on 29 May 2008 and
the 6th calendar day of every calendar
month thereafter until the Termination
Date
	 
	 	 
	          Compounding:

	 	Inapplicable
	 
	 	 
	     Business Days:

	 	New York
	 
	 	 
	     Calculation Agent:

	 	CSIN
	 
	 	 
	3.   Account Details:
	 	 
	 
	 	 
	          Payments to CSIN:

	 	As advised separately in writing
	 
	 	 
	          Payments to Counterparty:

	 	As advised separately in writing





For the purpose of facilitating this Transaction, an Affiliate of CSIN, which is organized in the
United States of America (the “Agent”), has acted as agent for CSIN. The Agent is not a principal
with respect to this Transaction and shall have no responsibility or liability to the parties as a
principal with respect to this Transaction.



Credit Suisse International is authorized and regulated by the Financial Services Authority and has
entered into this transaction as principal. The time at which the above transaction was executed
will be notified to Counterparty on request.




 









 










ADDITIONAL TERMS




	 	 	 	 	 
	Calculation Period up to but	 	 
	excluding the Period End Date	 	Notional Amount
	occurring on:	 	(USD):
	06 June 2008

	 	 	139,000,000.00	 
	06 July 2008

	 	 	139,000,000.00	 
	06 August 2008

	 	 	139,000,000.00	 
	06 September 2008

	 	 	139,000,000.00	 
	06 October 2008

	 	 	139,000,000.00	 
	06 November 2008

	 	 	139,000,000.00	 
	06 December 2008

	 	 	139,000,000.00	 
	06 January 2009

	 	 	139,000,000.00	 
	06 February 2009

	 	 	139,000,000.00	 
	06 March 2009

	 	 	139,000,000.00	 
	06 April 2009

	 	 	139,000,000.00	 
	06 May 2009

	 	 	139,000,000.00	 
	06 June 2009

	 	 	139,000,000.00	 
	06 July 2009

	 	 	139,000,000.00	 
	06 August 2009

	 	 	139,000,000.00	 
	06 September 2009

	 	 	134,941,707.99	 
	06 October 2009

	 	 	128,067,336.12	 
	06 November 2009

	 	 	121,197,044.57	 
	06 December 2009

	 	 	114,327,047.67	 
	06 January 2010

	 	 	107,458,371.64	 
	06 February 2010

	 	 	100,586,466.04	 
	06 March 2010

	 	 	93,708,374.21	 
	06 April 2010

	 	 	86,830,964.74	 
	06 May 2010

	 	 	79,946,913.75	 
	06 June 2010

	 	 	73,060,752.58	 
	06 July 2010

	 	 	66,169,434.50	 
	06 August 2010

	 	 	59,273,822.19	 
	06 September 2010

	 	 	52,372,782.10	 
	06 October 2010

	 	 	45,465,280.74	 
	06 November 2010

	 	 	38,548,418.52	 
	06 December 2010

	 	 	31,626,416.09	 
	06 January 2011

	 	 	24,708,350.08	 
	06 February 2011

	 	 	17,792,956.82	 
	06 March 2011

	 	 	10,867,557.94	 
	06 April 2011

	 	 	3,931,517.66	 






 









 










Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the
copy of this Confirmation enclosed for that purpose and returning it to us.



	 	 	 	 	 
	 	 	Yours faithfully,
	 
	 	 	 	 
	 	 	Credit Suisse International
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bik Kwan Chung
	 

	 	 	 	 
	 

	 	 	 	Name: Bik Kwan Chung
	 

	 	 	 	Title: Authorized Signatory






Confirmed as of the date first written above:




AmeriCredit Automobile Receivables Trust 2008 A-F




	 	 	 	 	 
	By:

	 	/s/ Connie Coffey
 

Name: Connie Coffey
	 	 
	 

	 	Title: Senior Vice President, Treasury	 	 






Our Reference No: External ID: 53426809N / Risk ID: 448490190