exv4w1






Exhibit 4.1




Execution Version




 





AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F




Class A-1 2.6936% Asset Backed Notes

Class A-2-A 4.47% Asset Backed Notes

Class A-2-B Floating Rate Asset Backed Notes

Class A-3 5.68% Asset Backed Notes

Class A-4 6.96% Asset Backed Notes




 






INDENTURE




Dated as of May 21, 2008




 






WELLS FARGO BANK, NATIONAL ASSOCIATION




Trustee and Trust Collateral Agent




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	3	 
	 
	 	 	 	 
	SECTION 1.1 Definitions
	 	 	3	 
	SECTION 1.2 Incorporation by Reference of Trust Indenture Act
	 	 	11	 
	SECTION 1.3 Rules of Construction
	 	 	11	 
	 
	 	 	 	 
	ARTICLE II THE NOTES
	 	 	12	 
	 
	 	 	 	 
	SECTION 2.1 Form
	 	 	12	 
	SECTION 2.2 Execution, Authentication and Delivery
	 	 	12	 
	SECTION 2.3 Temporary Notes
	 	 	13	 
	SECTION 2.4 Registration; Registration of Transfer and Exchange
	 	 	13	 
	SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes
	 	 	14	 
	SECTION 2.6 Persons Deemed Owner
	 	 	15	 
	SECTION 2.7 Payment of Principal and Interest; Defaulted Interest
	 	 	15	 
	SECTION 2.8 Cancellation
	 	 	17	 
	SECTION 2.9 Release of Collateral
	 	 	17	 
	SECTION 2.10 Book-Entry Notes
	 	 	17	 
	SECTION 2.11 Notices to Clearing Agency
	 	 	18	 
	SECTION 2.12 Definitive Notes
	 	 	18	 
	 
	 	 	 	 
	ARTICLE III COVENANTS
	 	 	18	 
	 
	 	 	 	 
	SECTION 3.1 Payment of Principal and Interest
	 	 	18	 
	SECTION 3.2 Maintenance of Office or Agency
	 	 	19	 
	SECTION 3.3 Money for Payments to be Held in Trust
	 	 	19	 
	SECTION 3.4 Existence
	 	 	20	 
	SECTION 3.5 Protection of Trust Estate
	 	 	21	 
	SECTION 3.6 Opinions as to Trust Estate
	 	 	21	 
	SECTION 3.7 Performance of Obligations; Servicing of Receivables
	 	 	22	 
	SECTION 3.8 Negative Covenants
	 	 	23	 
	SECTION 3.9 Annual Statement as to Compliance
	 	 	23	 
	SECTION 3.10 Issuer May Consolidate, Etc. Only on Certain Terms
	 	 	24	 
	SECTION 3.11 Successor or Transferee
	 	 	26	 
	SECTION 3.12 No Other Business
	 	 	26	 
	SECTION 3.13 No Borrowing
	 	 	26	 
	SECTION 3.14 Servicer’s Obligations
	 	 	26	 
	SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities
	 	 	26	 
	SECTION 3.16 Capital Expenditures
	 	 	27	 
	SECTION 3.17 Compliance with Laws
	 	 	27	 
	SECTION 3.18 Restricted Payments
	 	 	27	 
	SECTION 3.19 Notice of Events of Default
	 	 	27	 
	SECTION 3.20 Further Instruments and Acts
	 	 	27	 
	SECTION 3.21 Amendments of Sale and Servicing Agreement and Trust Agreement
	 	 	27	 
	SECTION 3.22 Income Tax Characterization
	 	 	27	 
	 
	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	28	 
	 
	 	 	 	 
	SECTION 4.1 Satisfaction and Discharge of Indenture
	 	 	28	 
	SECTION 4.2 Application of Trust Money
	 	 	29	 
	SECTION 4.3 Repayment of Moneys Held by Note Paying Agent
	 	 	29	 
	 
	 	 	 	 
	ARTICLE V REMEDIES
	 	 	29	 
	 
	 	 	 	 
	SECTION 5.1 Events of Default
	 	 	29	 
	SECTION 5.2 Rights Upon Event of Default
	 	 	31	 






i









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	33	 
	SECTION 5.4 Remedies
	 	 	34	 
	SECTION 5.5 Optional Preservation of the Receivables
	 	 	35	 
	SECTION 5.6 Priorities
	 	 	36	 
	SECTION 5.7 Limitation of Suits
	 	 	37	 
	SECTION 5.8 Unconditional Rights of Noteholders To Receive Principal and Interest
	 	 	37	 
	SECTION 5.9 Restoration of Rights and Remedies
	 	 	37	 
	SECTION 5.10 Rights and Remedies Cumulative
	 	 	38	 
	SECTION 5.11 Delay or Omission Not a Waiver
	 	 	38	 
	SECTION 5.12 Control by Noteholders
	 	 	38	 
	SECTION 5.13 Waiver of Past Defaults
	 	 	38	 
	SECTION 5.14 Undertaking for Costs
	 	 	39	 
	SECTION 5.15 Waiver of Stay or Extension Laws
	 	 	39	 
	SECTION 5.16 Action on Notes
	 	 	39	 
	SECTION 5.17 Performance and Enforcement of Certain Obligations
	 	 	39	 
	 
	 	 	 	 
	ARTICLE VI THE TRUSTEE AND THE TRUST COLLATERAL AGENT
	 	 	40	 
	 
	 	 	 	 
	SECTION 6.1 Duties of Trustee
	 	 	40	 
	SECTION 6.2 Rights of Trustee
	 	 	42	 
	SECTION 6.3 Individual Rights of Trustee
	 	 	43	 
	SECTION 6.4 Trustee’s Disclaimer
	 	 	43	 
	SECTION 6.5 Notice of Defaults
	 	 	43	 
	SECTION 6.6 Reports by Trustee to Holders
	 	 	43	 
	SECTION 6.7 Compensation and Indemnity
	 	 	44	 
	SECTION 6.8 Replacement of Trustee
	 	 	44	 
	SECTION 6.9 Successor Trustee by Merger
	 	 	46	 
	SECTION 6.10 Appointment of Co-Trustee or Separate Trustee
	 	 	46	 
	SECTION 6.11 Eligibility: Disqualification
	 	 	47	 
	SECTION 6.12 Preferential Collection of Claims Against Issuer
	 	 	48	 
	SECTION 6.13 Appointment and Powers
	 	 	48	 
	SECTION 6.14 Performance of Duties
	 	 	48	 
	SECTION 6.15 Limitation on Liability
	 	 	48	 
	SECTION 6.16 Reliance Upon Documents
	 	 	49	 
	SECTION 6.17 Successor Trust Collateral Agent
	 	 	49	 
	SECTION 6.18 Compensation
	 	 	50	 
	SECTION 6.19 Representations and Warranties of the Trust Collateral Agent and the Issuer
	 	 	50	 
	SECTION 6.20 Waiver of Setoffs
	 	 	51	 
	SECTION 6.21 Control by the Controlling Party
	 	 	52	 
	 
	 	 	 	 
	ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS
	 	 	52	 
	 
	 	 	 	 
	SECTION 7.1 Issuer to Furnish to Trustee Names and Addresses of Noteholders
	 	 	52	 
	SECTION 7.2 Preservation of Information; Communications to Noteholders
	 	 	52	 
	SECTION 7.3 Reports by Issuer
	 	 	52	 
	SECTION 7.4 Reports by Trustee
	 	 	53	 
	 
	 	 	 	 
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
	 	 	53	 
	 
	 	 	 	 
	SECTION 8.1 Collection of Money
	 	 	53	 
	SECTION 8.2 Release of Trust Estate
	 	 	54	 
	SECTION 8.3 Opinion of Counsel
	 	 	54	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	54	 
	 
	 	 	 	 
	SECTION 9.1 Supplemental Indentures Without Consent of Noteholders
	 	 	54	 
	SECTION 9.2 Supplemental Indentures with Consent of Noteholders
	 	 	55	 
	SECTION 9.3 Execution of Supplemental Indentures
	 	 	57	 
	SECTION 9.4 Effect of Supplemental Indenture
	 	 	57	 
	SECTION 9.5 Conformity With Trust Indenture Act
	 	 	57	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 9.6 Reference in Notes to Supplemental Indentures
	 	 	57	 
	 
	 	 	 	 
	ARTICLE X REDEMPTION OF NOTES
	 	 	58	 
	 
	 	 	 	 
	SECTION 10.1 Redemption
	 	 	58	 
	SECTION 10.2 Form of Redemption
	 	 	58	 
	SECTION 10.3 Notes Payable on Redemption Date
	 	 	59	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	59	 
	 
	 	 	 	 
	SECTION 11.1 Compliance Certificates and Opinions, etc
	 	 	59	 
	SECTION 11.2 Form of Documents Delivered to Trustee
	 	 	61	 
	SECTION 11.3 Acts of Noteholders
	 	 	61	 
	SECTION 11.4 Notices, etc., to Trustee, Issuer, Insurer and Rating Agencies
	 	 	62	 
	SECTION 11.5 Notices to Noteholders; Waiver
	 	 	63	 
	SECTION 11.6 [Reserved]
	 	 	64	 
	SECTION 11.7 Conflict with Trust Indenture Act
	 	 	64	 
	SECTION 11.8 Effect of Headings and Table of Contents
	 	 	64	 
	SECTION 11.9 Successors and Assigns
	 	 	64	 
	SECTION 11.10 Separability
	 	 	64	 
	SECTION 11.11 Benefits of Indenture
	 	 	64	 
	SECTION 11.12 Legal Holidays
	 	 	65	 
	SECTION 11.13 GOVERNING LAW
	 	 	65	 
	SECTION 11.14 Counterparts
	 	 	65	 
	SECTION 11.15 Recording of Indenture
	 	 	65	 
	SECTION 11.16 Trust Obligation
	 	 	65	 
	SECTION 11.17 No Petition
	 	 	66	 
	SECTION 11.18 Inspection
	 	 	66	 






	 	 	 
	EXHIBITS
	 	 
	 
	 	 
	EXHIBIT A-1
	 	Form of Class A-1 Note
	EXHIBIT A-2-A
	 	Form of Class A-2-A Note
	EXHIBIT A-2-B
	 	Form of Class A-2-B Note
	EXHIBIT A-3
	 	Form of Class A-3 Note
	EXHIBIT A-4
	 	Form of Class A-4 Note
	 
	 	 
	SCHEDULES
	 	 
	 
	 	 
	SCHEDULE A
	 	Representations and Warranties of the Issuer






iii









 





     INDENTURE dated as of May 21, 2008, between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F,
a Delaware statutory trust (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, as trustee (the “Trustee”) and Trust Collateral Agent (as
defined below).



     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Issuer’s Class A-1 2.6936% Asset Backed Notes (the “Class A-1
Notes”), the Class A-2-A 4.47% Asset Backed Notes (the “Class A-2-A Notes”), the Class
A-2-B LIBOR plus 1.75% Asset Backed Notes (the “Class A-2-B Notes”), the Class A-3 5.68%
Asset Backed Notes (the “Class A-3 Notes”) and the Class A-4 6.96% Asset Backed Notes (the
“Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2-A Notes, the Class
A-2-B Notes, the Class A-3 Notes, the “Notes”).



     As security for the payment and performance by the Issuer of its obligations under this
Indenture and the Notes, the Issuer has agreed to assign the Collateral (as defined below) as
collateral to the Trust Collateral Agent for the benefit of the Trustee on behalf of the
Noteholders.



     Financial Security Assurance Inc. (the “Insurer”) has issued and delivered a financial
guaranty insurance policy, dated the Closing Date (with endorsements, the “Note Policy”),
pursuant to which the Insurer guarantees Scheduled Payments, as defined in the Insurance Agreement.



     As an inducement to the Insurer to issue and deliver the Note Policy, the Issuer and the
Insurer have executed and delivered the Insurance and Indemnity Agreement, dated as of May 21, 2008
(as amended from time to time, the “Insurance Agreement”), among the Insurer, the Issuer,
AmeriCredit Financial Services, Inc., AmeriCredit Corp. and AFS SenSub Corp.



     As an additional inducement to the Insurer to issue the Note Policy, and as security for the
performance by the Issuer of the Insurer Issuer Secured Obligations and as security for the
performance by the Issuer of the Trustee Issuer Secured Obligations, the Issuer has agreed to
assign the Collateral (as defined below) as collateral to the Trust Collateral Agent for the
benefit of the Issuer Secured Parties, as their respective interests may appear.



1









 





GRANTING CLAUSE




     The Issuer hereby Grants to the Trust Collateral Agent at the Closing Date, for the benefit of
the Issuer Secured Parties, all of the Issuer’s right, title and interest in and to the following
property, whether now existing or hereafter acquired or arising (a) the Receivables and all moneys
received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted
by Obligors pursuant to the Receivables and any other interest of the Issuer in the Financed
Vehicles; (c) any proceeds with respect to the Receivables repurchased by a Dealer, pursuant to a
Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer
Agreement or repurchased by a Third-Party Lender, pursuant to an Auto Loan Purchase and Sale
Agreement, as a result of a breach of representation or warranty in the related Auto Loan Purchase
and Sale Agreement; (d) all rights under any Service Contracts on the related Financed Vehicles;
(e) any proceeds with respect to the Receivables from claims on any physical damage, credit life or
disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the
liquidation of the Receivables; (f) the Trust Accounts and the Lockbox Account and all funds on
deposit from time to time in the Trust Accounts and the Lockbox Account, and in all investments and
proceeds thereof and all rights of the Issuer therein (including all income thereon); (g) the
Issuer’s rights and benefits, but none of its obligations or burdens, under the Purchase Agreement,
including the delivery requirements, representations and warranties and the cure and repurchase
obligations of AmeriCredit under the Purchase Agreement; (h) all items contained in the Receivable
Files and any and all other documents that AmeriCredit keeps on file in accordance with its
customary procedures relating to the Receivables, the Obligors or the Financed Vehicles, (i) the
Issuer’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing
Agreement (including all rights of the Seller under the Purchase Agreement assigned to the Issuer
pursuant to the Sale and Servicing Agreement); (j) the Issuer’s rights and benefits, but none of
its obligations or burdens under the Hedge Agreement (the “Hedge Collateral”); (k) all of
the Issuer’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General
Intangibles (as such terms are defined in the UCC) relative to the property described in (a)
through (j); and (l) all present and future claims, demands, causes and choses of action in respect
of any or all of the foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all proceeds of the
conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property which at any time constitute all or
part of or are included in the proceeds of any of the foregoing (collectively, the
“Collateral”). The Spread Account, amounts on deposit therein and the proceeds thereof do
not constitute Collateral and are not subject to this Grant.



     The foregoing Grant is made in trust to the Trust Collateral Agent, for the benefit of the
Trustee on behalf of the Noteholders and for the benefit of the Insurer. The Trust Collateral
Agent hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with
the provisions of this Indenture and agrees to perform its duties required in this Indenture to the
end that the interests of such parties, recognizing the priorities of their respective interests
may be adequately and effectively protected.



2









 





ARTICLE I




Definitions and Incorporation by Reference




     SECTION 1.1 Definitions. Except as otherwise specified herein, the following terms have
the respective meanings set forth below for all purposes of this Indenture.



     “Act” has the meaning specified in Section 11.3(a).



     “Affiliate” means, with respect to any specified Person, any other Person controlling
or controlled by or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any
person solely because such other Person has the contractual right or obligation to manage such
Person unless such other Person controls such Person through equity ownership or otherwise.



     “Authorized Officer” means, with respect to the Issuer and the Servicer, any officer
or agent acting pursuant to a power of attorney of the Owner Trustee or the Servicer, as
applicable, who is authorized to act for the Owner Trustee or the Servicer, as applicable, in
matters relating to the Issuer and who is identified on the list of Authorized Officers delivered
by each of the Owner Trustee and the Servicer to the Trustee on the Closing Date (as such list may
be modified or supplemented from time to time thereafter).



     “Basic Documents” means this Indenture, the Certificate of Trust, the Trust Agreement,
as amended, the Sale and Servicing Agreement, the Spread Account Agreement, the Underwriting
Agreement, the Lockbox Agreement, the Insurance Agreement, the Hedge Agreement, the Indemnification
Agreement, the Custodian Agreement and other documents and certificates delivered in connection
therewith.



     “Benefit Plan Entity” has the meaning specified in Section 2.4.



     “Book Entry Notes” means a beneficial interest in the Notes, ownership and transfers
of which shall be made through book entries by a Clearing Agency as described in Section 2.10.



     “Business Day” means any day other than a Saturday, a Sunday, legal holiday or other
day on which commercial banking institutions located in Wilmington, Delaware, Fort Worth, Texas,
New York, New York, Minneapolis, Minnesota or any other location of any successor Servicer,
successor Owner Trustee or successor Trust Collateral Agent are authorized or obligated by law,
executive order or governmental decree to be closed.



     “Certificate” means a trust certificate evidencing the beneficial interest of a
Certificateholder in the Trust.



3









 





     “Certificateholder” means the Person in whose name a Certificate is registered on the
Certificate Register.



     “Certificate of Trust” means the certificate of trust of the Issuer substantially in
the form of Exhibit B to the Trust Agreement.



     “Class A-1 Interest Rate” means 2.6936% per annum (computed on the basis of a 360-day
year and the actual number of days in the related Interest Period).



     “Class A-1 Notes” means the Class A-1 2.6936% Asset Backed Notes, substantially in the
form of Exhibit A-1.



     “Class A-2-A Interest Rate” means 4.47% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months).



     “Class A-2-A Notes” means the Class A-2 4.47% Asset Backed Notes, substantially in the
form of Exhibit A-2-A.



     “Class A-2-B Interest Rate” means LIBOR plus 1.75% per annum (computed on the basis of
a 360-day year and the actual number of days in the related Interest Period).



     “Class A-2-B Notes” means the Class A-2-B Floating Rate Asset Backed Notes,
substantially in the form of Exhibit A-2-B.



     “Class A-3 Interest Rate” means 5.68% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months).



     “Class A-3 Notes” means the Class A-3 5.68% Asset Backed Notes, substantially in the
form of Exhibit A-3.



     “Class A-4 Interest Rate” means 6.96% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months).



     “Class A-4 Notes” means the Class A-4 6.96% Asset Backed Notes, substantially in the
form of Exhibit A-4.



     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act.



     “Clearing Agency Participant” means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing Agency.



     “Closing Date” means May 29, 2008.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and
Treasury Regulations promulgated thereunder.



     “Collateral” has the meaning specified in the Granting Clause of this Indenture.



4









 





     “Controlling Party” means the Insurer, so long as no Insurer Default shall have
occurred and be continuing, and the Trust Collateral Agent, for the benefit of the Noteholders, for
so long as an Insurer Default shall have occurred and be continuing.



     “Corporate Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered which office at date of the
execution of this Indenture is located at Sixth Street and Marquette Avenue, MAC N9311-161,
Minneapolis, Minnesota 55479 (facsimile number (612) 667-3464), Attention: Corporate Trust Office,
or at such other address as the Trustee may designate from time to time by notice to the
Noteholders, the Insurer, the Servicer and the Issuer, or the principal corporate trust office of
any successor Trustee (the address of which the successor Trustee will notify the Noteholders and
the Issuer).



     “Default” means any occurrence that is, or with notice or the lapse of time or both
would become, an Event of Default.



     “Definitive Notes” has the meaning specified in Section 2.10.



     “Distribution Date” has the meaning specified in the Sale and Servicing Agreement.



     “ERISA” has the meaning specified in Section 2.4.



     “Event of Default” has the meaning specified in Section 5.1.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Executive Officer” means, with respect to any corporation, the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President, any Executive Vice President,
any Senior Vice President, any Vice President, the Secretary or the Treasurer of such corporation;
and with respect to any partnership, any general partner thereof.



     “Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes,
the June 12, 2009 Distribution Date, (ii) the Class A-2-A Notes, the January 12, 2012 Distribution
Date, (iii) the Class A-2-B Notes, the January 12, 2012 Distribution Date, (iv) the Class A-3
Notes, the December 12, 2012 Distribution Date and (v) the Class A-4 Notes, the October 14, 2014
Distribution Date.



     “Grant” means mortgage, pledge, bargain, warrant, alienate, remise, release, convey,
assign, transfer, create, grant a lien upon and a security interest in and right of set-off
against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of
any other agreement or instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments in respect of the
Collateral and all other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the Granting party or otherwise and generally to do and receive



5









 







anything that the Granting party is or may be entitled to do or receive thereunder or with
respect thereto.



     “Hedge Agreement” means the ISDA Master Agreement, dated May 29, 2008, between the
Issuer and the Hedge Provider, including the Schedule thereto, the Credit Support Annex thereto and
the Confirmation, dated May 20, 2008, relating to the Class A-2-B Notes, together with any
replacement hedge agreement (which replacement hedge agreement has been approved by the Insurer, so
long as no Insurer Default has occurred and is continuing); provided, that no additional hedge
agreement shall be a “Hedge Agreement” under the Basic Documents for so long as the Hedge Agreement
is outstanding without the prior, written consent of the Hedge Provider unless the Hedge Agreement
has terminated.



     “Hedge Provider” means Credit Suisse International, with respect to the Class A-2-B
Notes, together with any replacement Hedge Provider (which must be approved by the Insurer so long
as no Insurer Default has occurred and is continuing).



     “Holder” or “Noteholder” means the Person in whose name a Note is registered
on the Note Register.



     “Indebtedness” means, with respect to any Person at any time, (a) indebtedness or
liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or
other instruments, or for the deferred purchase price of property or services (including trade
obligations); (b) obligations of such Person as lessee under leases which should have been or
should be, in accordance with generally accepted accounting principles, recorded as capital leases;
(c) current liabilities of such Person in respect of unfunded vested benefits under plans covered
by Title IV of ERISA; (d) obligations issued for or liabilities incurred on the account of such
Person; (e) obligations or liabilities of such Person arising under acceptance facilities; (f)
obligations of such Person under any guarantees, endorsements (other than for collection or deposit
in the ordinary course of business) and other contingent obligations to purchase, to provide funds
for payment, to supply funds to invest in any Person or otherwise to assure a creditor against
loss; (g) obligations of such Person secured by any lien on property or assets of such Person,
whether or not the obligations have been assumed by such Person; or (h) obligations of such Person
under any interest rate or currency exchange agreement.



     “Indenture” means this Indenture as amended and supplemented from time to time.



     “Independent” means, when used with respect to any specified Person, that the Person
(a) is in fact independent of the Issuer, any other obligor upon the Notes, the Seller and any
Affiliate of any of the foregoing persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor, the Seller or any
Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other
obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar functions.



     “Independent Certificate” means a certificate or opinion to be delivered to the Trust
Collateral Agent under the circumstances described in, and otherwise complying with, the



6









 







applicable requirements of Section 11.1, prepared by an Independent appraiser or other expert
appointed by an Issuer Order and approved by the Trust Collateral Agent in the exercise of
reasonable care, and such opinion or certificate shall state that the signer has read the
definition of “Independent” in this Indenture and that the signer is Independent within the meaning
thereof.



     “Insurance Agreement Indenture Cross Default” has the meaning specified therefor in
the Insurance Agreement.



     “Insured Distribution Date” has the meaning specified in the Sale and Servicing
Agreement.



     “Insurer Issuer Secured Obligations” means all amounts and obligations which the
Issuer may at any time owe to or on behalf of the Insurer under this Indenture, the Insurance
Agreement or any other Basic Document.



     “Interest Rate” means, with respect to the (i) Class A-1 Notes, the Class A-1 Interest
Rate, (ii) Class A-2-A Notes, the Class A-2-A Interest Rate, (iii) Class A-2-B Notes, the Class
A-2-B Interest Rate, (iv) Class A-3 Notes, the Class A-3 Interest Rate and (v) the Class A-4 Notes,
the Class A-4 Interest Rate.



     “Issuer” means the party named as such in this Indenture until a successor replaces it
and, thereafter, means the successor and, for purposes of any provision contained herein and
required by the TIA, each other obligor on the Notes.



     “Issuer Order” and “Issuer Request” means a written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to the Trustee.



     “Issuer Secured Obligations” means the Insurer Issuer Secured Obligations and the
Trustee Issuer Secured Obligations.



     “Issuer Secured Parties” means each of the Trustee in respect of the Trustee Issuer
Secured Obligations and the Insurer in respect of the Insurer Issuer Secured Obligations.



     “Note” means a Class A-1 Note, a Class A-2-A Note, a Class A-2-B Note, a Class A-3
Note or a Class A-4 Note.



     “Note Owner” means, with respect to a Book-Entry Note, the person who is the owner of
such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as
an indirect participant, in each case in accordance with the rules of such Clearing Agency).



     “Note Paying Agent” means the Trustee or any other Person that meets the eligibility
standards for the Trustee specified in Section 6.11 and is authorized by the Issuer to make the
payments to and distributions from the Collection Account and the Note Distribution Account,
including payment of principal of or interest on the Notes on behalf of the Issuer.



7









 





          “Note Policy” means the insurance policy issued by the Insurer with respect to the
Notes, including any endorsements thereto.




          “Note Register” and “Note Registrar” have the respective meanings specified in
Section 2.4.




          “Notice of Default” has the meaning set forth in Section 5.1 hereof.




          “Officer’s Certificate” means a certificate signed by any Authorized Officer of the
Owner Trustee, under the circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.1 and TIA § 314, and delivered to the Trustee. Unless otherwise
specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s
Certificate of any Authorized Officer of the Issuer.




          “Opinion of Counsel” means one or more written opinions of counsel who may, except as
otherwise expressly provided in this Indenture, be employees of or counsel to the Issuer and who
shall be satisfactory to the Trustee and, if addressed to the Insurer, satisfactory to the Insurer,
and which shall comply with any applicable requirements of Section 11.1, and shall be in form and
substance satisfactory to the Trustee, and if addressed to the Insurer, satisfactory to the
Insurer.




          “Outstanding” means, as of the date of determination, all Notes theretofore
authenticated and delivered under this Indenture except:





     (i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar
for cancellation;




     (ii) Notes or portions thereof the payment for which money in the necessary amount has
been theretofore deposited with the Trustee or any Note Paying Agent in trust for the
Noteholders (provided, however, that if such Notes are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or provision
therefor, satisfactory to the Trustee); and




     (iii) Notes in exchange for or in lieu of other Notes which have been authenticated and
delivered pursuant to this Indenture unless proof satisfactory to the Trustee is presented
that any such Notes are held by a bona fide purchaser;


provided, however, that Notes which have been paid with proceeds of the Note Policy
shall continue to remain Outstanding for purposes of this Indenture until the Insurer has been paid
as subrogee hereunder or reimbursed pursuant to the Insurance Agreement as evidenced by a written
notice from the Insurer delivered to the Trustee, and the Insurer shall be deemed to be the Holder
thereof to the extent of any payments thereon made by the Insurer; provided,
further, that in determining whether the Holders of the requisite Outstanding Amount of the
Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder
or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the
Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Notes that a


8









 






Responsible Officer of the Trustee either actually knows to be so owned or has received written
notice thereof shall be so disregarded. Notes so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Notes and that the pledgee is not the Issuer, any other
obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons.




     “Outstanding Amount” means the aggregate principal amount of all Notes, or class of
Notes, as applicable, Outstanding at the date of determination.



     “Predecessor Note” means, with respect to any particular Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for
the purpose of this definition, any Note authenticated and delivered under Section 2.5 in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.



     “Proceeding” means any suit in equity, action at law or other judicial or
administrative proceeding.



     “Prohibited Transaction Class Exemption” means U.S. Department of Labor prohibited
transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited
transaction class exemption issued by the U.S. Department of Labor.



     “Rating Agency” means each of Moody’s, Standard & Poor’s and Fitch, so long as such
Persons maintain a rating on the Notes; and if any of Moody’s, Standard & Poor’s or Fitch no longer
maintains a rating on the Notes, such other nationally recognized statistical rating organization
selected by the Seller and (so long as an Insurer Default shall not have occurred and be
continuing) acceptable to the Insurer.



     “Rating Agency Condition” means, with respect to any action, that each of Moody’s,
Standard & Poor’s and Fitch shall have been given 10 days (or such shorter period as shall be
acceptable to each of Moody’s, Standard & Poor’s and Fitch) prior notice thereof and that each of
Moody’s and Standard & Poor’s shall have notified the Seller, the Servicer, the Insurer, the
Trustee, the Owner Trustee and the Issuer in writing that such action will not result in a
reduction or withdrawal of the then current rating of the Notes without regard to the Note Policy.



     “Record Date” means, with respect to a Distribution Date or Redemption Date, the close
of business on the Business Day immediately preceding such Distribution Date or Redemption Date.



     “Redemption Date” means in the case of a redemption of the Notes pursuant to Section
10.1(a) or a payment to Noteholders pursuant to Section 10.1(b), the Distribution Date specified by
the Servicer or the Issuer pursuant to Section 10.1(a) or 10.1(b) as applicable.



     “Redemption Price” means (a) in the case of a redemption of the Notes pursuant to
Section 10.1(a), an amount equal to the unpaid principal amount of the then outstanding principal
amount of each class of Notes being redeemed plus accrued and unpaid interest thereon to but
excluding the Redemption Date, or (b) in the case of a payment made to Noteholders



9









 







pursuant to Section 10.1(b), the amount on deposit in the Note Distribution Account, but not
in excess of the amount specified in clause (a) above.



     “Responsible Officer” means, with respect to the Trustee or the Trust Collateral
Agent, any officer within the Corporate Trust Office of the Trustee, including any Executive Vice
President, Senior Vice President, Vice President, Assistant Vice President, Assistant Treasurer,
Assistant Secretary, or any other officer of the Trustee or the Trust Collateral Agent customarily
performing functions similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is referred because of
such officer’s knowledge of and familiarity with the particular subject.



     “Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of May
21, 2008, among the Issuer, the Seller, the Servicer and the Trustee as Backup Servicer and Trust
Collateral Agent, as the same may be amended or supplemented from time to time.



     “Scheduled Payments” has the meaning specified in the Note Policy.



     “State” means any one of the 50 states of the United States of America or the District
of Columbia.



     “Statutory Exemption” means the statutory exemption under Section 408(b)(17) of ERISA
and Section 4975(d)(20) of the Code.



     “Termination Date” means the latest of (i) the expiration of the Note Policy and the
return of the Note Policy to the Insurer for cancellation, (ii) the date on which the Insurer shall
have received payment and performance of all Insurer Issuer Secured Obligations and (iii) the date
on which the Trustee shall have received payment and performance of all Trustee Issuer Secured
Obligations.



     “Trust Collateral Agent” means, initially, Wells Fargo Bank, National Association, in
its capacity as collateral agent on behalf of the Issuer Secured Parties, including its
successors-in-interest, until and unless a successor Person shall have become the Trust Collateral
Agent pursuant to Section 6.17 hereof, and thereafter “Trust Collateral Agent” shall mean such
successor Person.



     “Trust Estate” means all money, instruments, rights and other property that are
subject or intended to be subject to the lien and security interest of this Indenture for the
benefit of the Noteholders (including all property and interests Granted to the Trust Collateral
Agent), including all proceeds thereof.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as
amended and as in force on the date hereof, unless otherwise specifically provided.



     “Trustee” means Wells Fargo Bank, National Association, a national banking
association, not in its individual capacity but as trustee under this Indenture, or any successor
trustee under this Indenture.



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     “Trustee Issuer Secured Obligations” means all amounts and obligations which the
Issuer may at any time owe to or on behalf of the Trustee for the benefit of the Noteholders under
this Indenture, the Notes or any Basic Document.



     “UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in
effect in the relevant jurisdiction, as amended from time to time.



     Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Sale and Servicing Agreement or the Trust Agreement.



     SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the following meanings:



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Trustee.



     “obligor” on the indenture securities means the Issuer.



     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule have the meaning assigned to them by
such definitions.



     SECTION 1.3 Rules of Construction. Unless the context otherwise requires:




     (i) a term has the meaning assigned to it;




     (ii) an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles as in effect from time to
time;




     (iii) “or” is not exclusive;




     (iv) “including” means including without limitation; and




     (v) words in the singular include the plural and words in the plural include
the singular.



11









 





ARTICLE II




The Notes




     SECTION 2.1 Form. The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the
Class A-3 Notes and the Class A-4 Notes, in each case together with the Trustee’s certificate of
authentication, shall be in substantially the form set forth in Exhibits A-1, A-2-A, A-2-B, A-3 and
A-4, respectively, with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may, consistently herewith, be
determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Note.



     The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by
any combination of these methods (with or without steel engraved borders), all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes.



     Each Note shall be dated the date of its authentication. The terms of the Notes set forth in
Exhibits A-1, A-2-A, A-2-B, A-3 and A-4 are part of the terms of this Indenture.



     SECTION 2.2 Execution, Authentication and Delivery. The Notes shall be executed on behalf
of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on
the Notes may be manual or facsimile.



     Notes bearing the manual or facsimile signature of individuals who were at any time Authorized
Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.



     The Trustee shall, upon receipt of the Note Policy and Issuer Order, authenticate and deliver
Class A-1 Notes for original issue in an aggregate principal amount of $160,000,000, Class A-2-A
Notes for original issue in the aggregate principal amount of $100,000,000, Class A-2-B Notes for
original issue in an aggregate principal amount of $139,000,000, Class A-3 Notes for original issue
in an aggregate principal amount of $153,000,000 and Class A-4 Notes for original issue in an
aggregate principal amount of $198,000,000. The Class A-1 Notes, Class A-2-A Notes, Class A-2-B
Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time may not exceed such amounts
except as provided in Section 2.5.



     The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in
integral multiples thereof (except for one Note of each class which may be issued in a denomination
other than an integral multiple of $1,000).



     No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Trustee by the manual signature
of one of its authorized signatories, and such certificate upon any Note shall be conclusive



12









 







evidence, and the only evidence, that such Note has been duly authenticated and delivered
hereunder.



     SECTION 2.3 Temporary Notes. Pending the preparation of Definitive Notes, the Issuer may
execute, and upon receipt of an Issuer Order the Trustee shall authenticate and deliver, temporary
Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such variations not
inconsistent with the terms of this Indenture as the officers executing such Notes may determine,
as evidenced by their execution of such Notes.



     If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of
the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive
Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.



     SECTION 2.4 Registration; Registration of Transfer and Exchange. The Issuer shall cause to
be kept a register (the “Note Register”) in which, subject to such reasonable regulations
as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of
transfers of Notes. The Trustee shall be “Note Registrar” for the purpose of registering
Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the
Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume
the duties of Note Registrar.



     If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer
will give the Trustee prompt written notice of the appointment of such Note Registrar and of the
location, and any change in the location, of the Note Register, and the Trustee shall have the
right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the
Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note
Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders of the
Notes and the principal amounts and number of such Notes.



     Subject to Sections 2.10 and 2.12 hereof, upon surrender for registration of transfer of any
Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and upon its request
the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, in the name of the
designated transferee or transferees, one or more new Notes, in any authorized denominations, of
the same class and a like aggregate principal amount.



     At the option of the Noteholder, Notes may be exchanged for other Notes in any authorized
denominations, of the same class and a like aggregate principal amount, upon surrender of the Notes
to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange,
subject to Sections 2.10 and 2.12 hereof, if the requirements of



13









 







Section 8-401(1) of the UCC are
met the Issuer shall execute and upon its request the Trustee shall authenticate and the Noteholder
shall obtain from the Trustee, the Notes which the Noteholder making the exchange is entitled to
receive.



     All Notes issued upon any registration of transfer or exchange of Notes shall be the valid
obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Notes surrendered upon such registration of transfer or exchange.



     Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly
endorsed by, or be accompanied by a written instrument of transfer in the form attached to Exhibits
A-1, A-2-A, A-2-B, A-3 and A-4 duly executed by, the Holder thereof or such Holder’s attorney duly
authorized in writing, with such signature guaranteed by an “eligible guarantor institution”
meeting the requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such
other documents as the Trustee may require.



     Notwithstanding the foregoing, in the case of any sale or other transfer of a Definitive Note,
the transferor of such Definitive Note shall be required to represent and warrant in writing that
the prospective transferee either (a) is not (i) an employee benefit plan (as defined in section
3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), which
is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in section 4975(e)(1) of
the Code), which is subject to Section 4975 of the Code, or (iii) an entity whose underlying assets
are deemed to be assets of a plan described in (i) or (ii) above by reason of such plan’s
investment in the entity (any such entity described in clauses (i) through (iii), a “Benefit
Plan Entity”) or (b) is a Benefit Plan Entity and the acquisition and holding of the Definitive
Note by such prospective transferee is covered by a Prohibited Transaction Class Exemption or the
Statutory Exemption. Each transferee of a Book Entry Note that is a Benefit Plan Entity shall be
deemed to represent that its acquisition and holding of the Book Entry Note is covered by a
Prohibited Transaction Class Exemption or the Statutory Exemption.



     No service charge shall be made to a Noteholder for any registration of transfer or exchange
of Notes, but the Note Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.



     The preceding provisions of this section notwithstanding, the Issuer shall not be required to
make and the Note Registrar shall not register transfers or exchanges of Notes selected for
redemption or of any Note for a period of 15 days preceding the due date for any payment with
respect to the Note.



     SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is
surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee and the Insurer
(unless an Insurer Default shall have occurred and be continuing) such security or



14









 







indemnity as may
be required by it to hold the Issuer, the Trustee and the Insurer harmless, then, in the absence of
notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a bona
fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer
shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note;
provided, however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within seven days shall be due and payable, or shall have been
called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in
writing, to pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption
Date, without surrender thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide
purchaser of the original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer, the Trustee and the Insurer shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered or any Person
taking such replacement Note from such Person to whom such replacement Note was delivered or any
assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred
by the Issuer or the Trustee in connection therewith.



     Upon the issuance of any replacement Note under this Section, the Issuer may require the
payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable expenses (including the
fees and expenses of the Trustee) connected therewith.



     Every replacement Note issued pursuant to this Section in replacement of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional contractual obligation of
the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Notes.



     SECTION 2.6 Persons Deemed Owner. Prior to due presentment for registration of transfer of
any Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee, or the Insurer may
treat the Person in whose name any Note is registered (as of the Record Date) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any on such Note and
for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the
Insurer, the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the
contrary.



     SECTION 2.7 Payment of Principal and Interest; Defaulted Interest.



     (a) The Notes shall accrue interest as provided in the forms of the Class A-1 Note, the Class
A-2-A Note, the Class A-2-B Note, the Class A-3 Note and the Class A-4 Note set forth in Exhibits
A-1, A-2-A, A-2-B, A-3 and A-4, respectively, and such interest shall be



15









 







due and payable on each
Distribution Date and each Insured Distribution Date, as specified therein. Any installment of
interest or principal, if any, payable on any Note which is punctually paid or duly provided for by
the Issuer on the applicable Distribution Date or Insured Distribution Date shall be paid to the
Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date,
by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to
Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer
in immediately available funds to the account designated by such nominee and except for the final
installment of principal payable with respect to such Note on a Distribution Date or Insured
Distribution Date or on the Final Scheduled Distribution Date (and except for the Redemption Price
for any Note called for redemption pursuant to Section 10.1(a)) which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall be held in accordance
with Section 3.3.



     (b) The principal of each Note shall be payable in installments on each Distribution Date or
Insured Distribution Date, as applicable, as provided in the forms of the Class A-1 Note, the Class
A-2-A Note, the Class A-2-B Note, the Class A-3 Note and the Class A-4 Note set forth in Exhibits
A-1, A-2-A, A-2-B, A-3 and A-4, respectively. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously paid, (i) on the date on
which an Event of Default shall have occurred and be continuing if no Insurer Default has occurred
or (ii) if an Insurer Default has occurred and is continuing, if the Trustee or the Noteholders
representing not less than a majority of the Outstanding Amount of the Notes have declared the
Notes to be immediately due and payable in the manner provided in Section 5.2. All principal
payments on each class of Notes shall be made pro rata to the Noteholders of such class entitled
thereto. Upon written notice from the Issuer, the Trustee shall notify the Person in whose name a
Note is registered at the close of business on the Record Date preceding the Distribution Date on
which the Issuer expects that the final installment of principal of and interest on such Note will
be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Distribution
Date and shall specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be presented and surrendered
for payment of such installment. Notices in connection with redemptions of Notes shall be mailed
to Noteholders as provided in Section 10.2.



     (c) If the Issuer defaults in a payment of interest on the Notes, and such default is waived
by the Controlling Party, the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer
may pay such defaulted interest to the Persons who are Noteholders on the immediately following
Insured Distribution Date, and, if such amount is not paid on such following Insured Distribution
Date, then on a subsequent special record date, which date shall
be at least five Business Days prior to the payment date. The Issuer shall fix or cause to be
fixed any such special record date and payment date, and, at least 15 days before any such special
record date, the Issuer shall mail to each Noteholder and the Trustee a notice that states the
special record date, the payment date and the amount of defaulted interest to be paid.



16









 





     (d) Promptly following the date on which all principal of and interest on the Notes has been
paid in full and the Notes have been surrendered to the Trustee, the Trustee shall, if the Insurer
has paid any amount in respect of the Notes under the Note Policy or otherwise which has not been
reimbursed to it, deliver such surrendered Notes to the Insurer.



     SECTION 2.8 Cancellation. Subject to Section 2.7(d), all Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by the Trustee. Subject to
Section 2.7(d), the Issuer may at any time deliver to the Trustee for cancellation of any Notes
previously authenticated and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly canceled by the Trustee. No Notes shall
be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section,
except as expressly permitted by this Indenture. Subject to Section 2.7(d), all canceled Notes may
be held or disposed of by the Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall timely direct by an Issuer Order that they be
destroyed or returned to it; provided that such Issuer Order is timely and the Notes have not been
previously disposed of by the Trustee.



     SECTION 2.9 Release of Collateral. The Trust Collateral Agent shall, on the earlier of (i)
the Termination Date and (ii) the Redemption Date (if the Notes are redeemed in full on such date),
release any remaining portion of the Trust Estate from the lien created by this Indenture and
deposit in the Collection Account any funds then on deposit in any other Trust Account.



     SECTION 2.10 Book-Entry Notes. The Notes, upon original issuance, will be issued in the
form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository
Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall
initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s
interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully
registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to
Section 2.12:




     (i) the provisions of this Section shall be in full force and effect;




     (ii) the Note Registrar and the Trustee shall be entitled to deal with the Clearing
Agency for all purposes of this Indenture (including the payment of principal of and
interest on the Notes and the giving of instructions or directions hereunder) as the sole
Holder of the Notes, and shall have no obligation to the Note Owners;




     (iii) to the extent that the provisions of this Section conflict with any other
provisions of this Indenture, the provisions of this Section shall control;




     (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such Note Owners and the
Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes
are issued pursuant to Section 2.12, the initial Clearing Agency



17









 







will make book-entry
transfers among the Clearing Agency Participants and receive and transmit payments of
principal of and interest on the Notes to such Clearing Agency Participants;




     (v) whenever this Indenture requires or permits actions to be taken based upon
instructions or directions of Noteholders evidencing a specified percentage of the
Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such
percentage only to the extent that it has received instructions to such effect from Note
Owners and/or Clearing Agency Participants owning or representing, respectively, such
required percentage of the beneficial interest in the Notes and has delivered such
instructions to the Trustee; and




     (vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this
Indenture, upon written request, together with a certification that they are Note Owners and
payment of reproduction and postage expenses associated with the distribution of such
reports, from the Trustee at the Corporate Trust Office.



            SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other communication to the
Noteholders is required under this Indenture, unless and until Definitive Notes shall have been
issued to Note Owners pursuant to Section 2.12, the Trustee shall give all such notices and
communications specified herein to be given to the Noteholders to the Clearing Agency, and shall
have no obligation to the Note Owners.



            SECTION 2.12 Definitive Notes. If (i) the Servicer advises the Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Notes, and the Servicer is unable to locate a qualified successor or (ii) after
the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at
least a majority of the Outstanding Amount of the Notes advise the Trustee through the Clearing
Agency in writing that the continuation of a book entry system through the Clearing Agency is no
longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note
Owners and the Trustee of the occurrence of any such event and of the availability of Definitive
Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Note or
Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and the Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or
the Trustee shall be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of
Definitive Notes, the Trustee shall recognize the Holders of the Definitive Notes as Noteholders.



ARTICLE III




Covenants




            SECTION 3.1 Payment of Principal and Interest. The Issuer will duly and punctually
pay the principal of and interest on the Notes in accordance with the terms of the Notes and this
Indenture. Without limiting the foregoing, the Issuer will cause to be distributed



18









 







all amounts on
deposit in the Note Distribution Account on a Distribution Date deposited therein pursuant to the
Sale and Servicing Agreement (i) for the benefit of the Class A-l Notes, to Class A-1 Noteholders,
(ii) for the benefit of the Class A-2-A Notes, to Class A-2-A Noteholders, (iii) for the benefit of
the Class A-2-B Notes, to Class A-2-B Noteholders, (iv) for the benefit of the Class A-3 Notes, to
Class A-3 Noteholders and (v) for the benefit of the Class A-4 Notes, to Class A-4 Noteholders.
Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest
and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.



          SECTION 3.2 Maintenance of Office or Agency. The Issuer will maintain in New York,
New York, an office or agency where Notes may be surrendered for registration of transfer or
exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Trustee to serve as its agent
for the foregoing purposes. The Issuer will give prompt written notice to the Trustee of the
location, and of any change in the location, of any such office or agency. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to furnish the Trustee with
the address thereof, such surrenders, notices and demands may be made or served at the Corporate
Trust Office, and the Issuer hereby appoints the Trustee as its agent to receive all such
surrenders, notices and demands.




          SECTION 3.3 Money for Payments to be Held in Trust. On or before each Distribution
Date, Insured Distribution Date and Redemption Date, the Issuer shall deposit or cause to be
deposited in the Note Distribution Account from the Collection Account an aggregate sum sufficient
to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit
of the Persons entitled thereto and (unless the Note Paying Agent is the Trustee) shall promptly
notify the Trustee of its action or failure so to act.




          The Issuer will cause each Note Paying Agent other than the Trustee to execute and deliver to
the Trustee and the Insurer an instrument in which such Note Paying Agent shall agree with the
Trustee (and if the Trustee acts as Note Paying Agent, it hereby so agrees), subject to the
provisions of this Section, that such Note Paying Agent will:





     (i) hold all sums held by it for the payment of amounts due with respect to the Notes
in trust for the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and pay such sums to such Persons
as herein provided;




     (ii) give the Trustee notice of any default by the Issuer (or any other obligor upon
the Notes) of which it has actual knowledge in the making of any payment required to be made
with respect to the Notes;




     (iii) at any time during the continuance of any such default, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Note Paying
Agent;




     (iv) immediately resign as a Note Paying Agent and forthwith pay to the Trustee all
sums held by it in trust for the payment of Notes if at any time it ceases to



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meet the
standards required to be met by a Note Paying Agent at the time of its appointment; and




     (v) comply with all requirements of the Code with respect to the withholding from any
payments made by it on any Notes of any applicable withholding taxes imposed thereon and
with respect to any applicable reporting requirements in connection therewith.



          The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order direct any Note Paying Agent to pay to the
Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such a
payment by any Note Paying Agent to the Trustee, such Note Paying Agent shall be released from all
further liability with respect to such money.




          Subject to applicable laws with respect to the escheat of funds, any money held by the Trustee
or any Note Paying Agent in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable shall be discharged
from such trust and be paid to the Issuer on Issuer Request with the consent of the Insurer (unless
an Insurer Default shall have occurred and be continuing) and shall be deposited by the Trustee in
the Collection Account; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so
paid to the Issuer), and all liability of the Trustee or such Note Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that if such money or
any portion thereof had been previously deposited by the Insurer or the Trust Collateral Agent with
the Trustee for the payment of principal or interest on the Notes, to the extent any amounts are
owing to the Insurer, such amounts shall be paid promptly to the Insurer upon the Trustee’s receipt
of a written request by the Insurer to such effect; and provided, further, that the
Trustee or such Note Paying Agent, before being required to make any such repayment, shall at the
expense of the Issuer cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in New York, New York, notice
that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer. The Trustee shall also adopt
and employ, at the expense of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes
have been called but have not been surrendered for redemption or whose right to or interest in
moneys due and payable but not claimed is determinable from the records of the Trustee or of any
Note Paying Agent, at the last address of record for each such Holder).




          SECTION 3.4 Existence. Except as otherwise permitted by the provisions of Section
3.10, the Issuer will keep in full effect its existence, rights and franchises as a statutory trust
under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States of America, in which
case the Issuer will keep in full effect its existence, rights and franchises under the laws of
such other jurisdiction) and will obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to protect the



20









 






validity and
enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement
included in the Trust Estate.




          SECTION 3.5 Protection of Trust Estate. The Issuer intends the security interest
Granted pursuant to this Indenture in favor of the Issuer Secured Parties to be prior to all other
liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and
maintain, in favor of the Trust Collateral Agent, for the benefit of the Issuer Secured Parties, a
first lien on and a first priority, perfected security interest in the Trust Estate. The Issuer
will from time to time prepare (or shall cause to be prepared), execute and deliver all such
supplements and amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, and will take such other action necessary
or advisable to:





     (i) Grant more effectively all or any portion of the Trust Estate;




     (ii) maintain or preserve the lien and security interest (and the priority thereof) in
favor of the Trust Collateral Agent for the benefit of the Issuer Secured Parties created by
this Indenture or carry out more effectively the purposes hereof;




     (iii) perfect, publish notice of or protect the validity of any Grant made or to be
made by this Indenture;




     (iv) enforce any of the Collateral;




     (v) preserve and defend title to the Trust Estate and the rights of the Trust
Collateral Agent in such Trust Estate against the claims of all persons and parties; and




     (vi) pay all taxes or assessments levied or assessed upon the Trust Estate when due.


The Issuer hereby designates the Trust Collateral Agent its agent and attorney-in-fact to execute
any financing statement, continuation statement or other instrument required by the Trust
Collateral Agent pursuant to this Section.




          SECTION 3.6 Opinions as to Trust Estate.




          (a) On the Closing Date, the Issuer shall furnish to the Trustee, the Trust Collateral Agent
and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording and filing of this Indenture, any indentures
supplemental hereto, and any other requisite documents, and with respect to the execution and
filing of any financing statements and continuation statements, as are necessary to perfect and
make effective the first priority lien and security interest in favor of the Trust Collateral
Agent, for the benefit of the Issuer Secured Parties, created by this Indenture and reciting the
details of such action, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and security interest effective.




          (b) Within 120 days after the beginning of each calendar year, beginning with the first
calendar year beginning more than six months after the Closing Date, the Issuer shall



21









 






furnish to
the Trustee, Trust Collateral Agent and the Insurer an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any financing statements and
continuation statements as are necessary to maintain the lien and security interest created by this
Indenture and reciting the details of such action or stating that in the opinion of such counsel no
such action is necessary to maintain such lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and the execution and filing of
any financing statements and continuation statements that will, in the opinion of such counsel, be
required to maintain the lien and security interest of this Indenture until January 31 in the
following calendar year.




     SECTION 3.7 Performance of Obligations; Servicing of Receivables.



     (a) The Issuer will not take any action and will use its best efforts not to permit any action
to be taken by others that would release any Person from any of such Person’s material covenants or
obligations under any instrument or agreement included in the Trust Estate or that would result in
the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other
court or as expressly provided in this Indenture, the Basic Documents or such other instrument or
agreement.



     (b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no
Insurer Default shall have occurred and be continuing) to assist it in performing its duties under
this Indenture, and any performance of such duties by a Person identified to the Trustee and the
Insurer in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer.
Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its
duties under this Indenture.



     (c) The Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, the Basic Documents and in the instruments and agreements included in
the Trust Estate, including, but not limited to, preparing (or causing to prepared) and filing (or
causing to be filed) all UCC financing statements and continuation statements required to be filed
by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within
the time periods provided for herein and therein. Except as otherwise expressly provided therein,
the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any
provision thereof without the consent of the Trustee, the Insurer and the Holders of at least a
majority of the Outstanding Amount of the Notes.



     (d) If a responsible officer of the Owner Trustee shall have actual knowledge of the
occurrence of a Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall
promptly notify the Trustee, the Insurer and the Rating Agencies thereof in accordance with Section
11.4, and shall specify in such notice the action, if any, the Issuer is taking in respect of such
default. If a Servicer Termination Event shall arise from the failure of the Servicer to perform
any of its duties or obligations under the Sale and Servicing Agreement



22









 







with respect to the
Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure.



          (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer,
AmeriCredit or the Seller of their respective duties under the Basic Documents (x) without the
prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) or
(y) if the effect thereof would adversely affect the Holders of the Notes.




          SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding, the Issuer
shall not:





     (i) except as expressly permitted by this Indenture or the Basic Documents, sell,
transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer,
including those included in the Trust Estate, unless directed to do so by the Controlling
Party;




     (ii) claim any credit on, or make any deduction from the principal or interest payable
in respect of, the Notes (other than amounts properly withheld from such payments under the
Code) or assert any claim against any present or former Noteholder by reason of the payment
of the taxes levied or assessed upon any part of the Trust Estate; or




     (iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or
permit the lien in favor of the Trust Collateral Agent created by this Indenture to be
amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be
released from any covenants or obligations with respect to the Notes under this Indenture
except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim,
security interest, mortgage or other encumbrance (other than the lien of this Indenture) to
be created on or extend to or otherwise arise upon or burden the Trust
Estate or any part thereof or any interest therein or the proceeds thereof (other than
tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on
a Financed Vehicle and arising solely as a result of an action or omission of the related
Obligor), (C) permit the lien of this Indenture not to constitute a valid first priority
(other than with respect to any such tax, mechanics’ or other lien) security interest in the
Trust Estate, or (D) amend, modify or fail to comply with the provisions of the Basic
Documents without the prior written consent of the Controlling Party.



          SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver to the Trustee
and the Insurer, within 120 days after the end of each fiscal year of the Issuer (commencing with
the fiscal year ended December 31, 2008), and otherwise in compliance with the requirements of TIA
Section 314(a)(4) an Officer’s Certificate stating, as to the Authorized Officer signing such
Officer’s Certificate, that





   (i) a review of the activities of the Issuer during such year and of performance under
this Indenture has been made under such Authorized Officer’s supervision; and



23









 






     (ii) to the best of such Authorized Officer’s knowledge, based on such review, the
Issuer has complied with all conditions and covenants under this Indenture and the other
Basic Documents throughout such year, or, if there has been a default in the compliance of
any such condition or covenant, specifying each such default known to such Authorized
Officer and the nature and status thereof.



            SECTION 3.10 Issuer May Consolidate, Etc. Only on Certain Terms.




            (a) The Issuer shall not consolidate or merge with or into any other Person, unless





     (i) the Person (if other than the Issuer) formed by or surviving such consolidation or
merger shall be a Person organized and existing under the laws of the United States of
America or any state and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee and the Insurer
(so long as no Insurer Default shall have occurred and be continuing), the due and punctual
payment of the principal of and interest on all Notes and the performance or observance of
every agreement and covenant of this Indenture on the part of the Issuer to be performed or
observed, all as provided herein;




     (ii) immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing;




     (iii) the Rating Agency Condition shall have been satisfied with respect to such
transaction;




     (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Trustee and the Insurer (so long as no Insurer Default shall have
occurred and be continuing)) to the effect that such transaction will not for federal
income tax purposes, cause the Issuer to be treated as an association (or publicly
traded partnership) taxable as a corporation, create a reissuance of the Notes or cause the
Notes that were characterized as debt at the time of their issuance to fail to qualify as
debt;




     (v) any action as is necessary to maintain the lien and security interest created by
this Indenture shall have been taken;




     (vi) the Issuer shall have delivered to the Trustee and the Insurer an Officers’
Certificate and an Opinion of Counsel each stating that such consolidation or merger and
such supplemental indenture comply with this Article III and that all conditions precedent
herein provided for relating to such transaction have been complied with (including any
filing required by the Exchange Act); and




     (vii) so long as no Insurer Default shall have occurred and be continuing, the Issuer
shall have given the Insurer written notice of such consolidation or merger at least 20
Business Days prior to the consummation of such action and shall have received the prior
written approval of the Insurer of such consolidation or merger and the Issuer or the Person
(if other than the Issuer) formed by or surviving such consolidation or merger has a net
worth, immediately after such consolidation or merger, that is (a) greater than zero



24









 







and (b)
not less than the net worth of the Issuer immediately prior to giving effect to such
consolidation or merger.



            (b) The Issuer shall not convey or transfer all or substantially all of its properties or
assets, including those included in the Trust Estate, to any Person, unless





     (i) the Person that acquires by conveyance or transfer the properties and assets of the
Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States
citizen or a Person organized and existing under the laws of the United States of America or
any state, (B) expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee and the Insurer (so long as no Insurer
Default shall have occurred and be continuing), the due and punctual payment of the
principal of and interest on all Notes and the performance or observance of every agreement
and covenant of this Indenture and each of the Basic Documents on the part of the Issuer to
be performed or observed, all as provided herein, (C) expressly agree by means of such
supplemental indenture that all right, title and interest so conveyed or transferred shall
be subject and subordinate to the rights of the Issuer Secured Parties, (D) unless otherwise
provided in such supplemental indenture, expressly agree to indemnify, defend and hold
harmless the Issuer against and from any loss, liability or expense arising under or related
to this Indenture and the Notes and (E) expressly agree by means of such supplemental
indenture that such Person (or if a group of persons, then one specified Person) shall
prepare (or cause to be prepared) and make all filings with the Commission (and any other
appropriate Person) required by the Exchange Act in connection with the Notes;




     (ii) immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing;




     (iii) the Rating Agency Condition shall have been satisfied with respect to such
transaction;




     (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Trustee and the Insurer (so long as no Insurer Default shall have
occurred and be continuing)) to the effect that such transaction will not for federal income
tax purposes, cause the Issuer to be treated as an association (or publicly traded
partnership) taxable as a corporation, create a reissuance of the Notes or cause the Notes
that were characterized as debt at the time of their issuance to fail to qualify as debt;




     (v) any action as is necessary to maintain the lien and security interest created by
this Indenture shall have been taken;




     (vi) the Issuer shall have delivered to the Trustee and the Insurer an Officers’
Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such
supplemental indenture comply with this Article III and that all conditions precedent herein
provided for relating to such transaction have been complied with (including any filing
required by the Exchange Act); and



25









 






   (vii) so long as no Insurer Default shall have occurred and be continuing, the Issuer
shall have given the Insurer written notice of such conveyance or transfer at least 20
Business Days prior to the consummation of such action and shall have received the prior
written approval of the Insurer of such conveyance or transfer and the Issuer or the Person
(if other than the Issuer) formed by or surviving such conveyance or transfer has a net
worth, immediately after such conveyance or transfer, that is (a) greater than zero and (b)
not less than the net worth of the Issuer immediately prior to giving effect to such
conveyance or transfer.



          SECTION 3.11 Successor or Transferee.




          (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the
Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the Issuer under this
Indenture with the same effect as if such Person had been named as the Issuer herein.




          (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to
Section 3.10 (b), AmeriCredit Automobile Receivables Trust 2008-A-F will be released from every
covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with
respect to the Notes immediately upon the delivery of written notice to the Trustee stating that
AmeriCredit Automobile Receivables Trust 2008-A-F is to be so released.




          SECTION 3.12 No Other Business. The Issuer shall not engage in any business other
than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated
by this Indenture and the Basic Documents and activities incidental thereto.




          SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any Indebtedness except for (i) the Notes,
(ii) obligations owing from time to time to the Insurer under the Insurance Agreement and (iii) any
other Indebtedness permitted by or arising under the Basic Documents. The proceeds of the Notes
shall be used exclusively to fund the Issuer’s purchase of the Receivables and the other assets
specified in the Sale and Servicing Agreement, to fund the Spread Account and to pay the Issuer’s
organizational, transactional and start-up expenses.




          SECTION 3.14 Servicer’s Obligations. The Issuer shall cause the Servicer to comply
with Sections 4.9, 4.10 and 4.11 of the Sale and Servicing Agreement.




          SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by the Sale and Servicing Agreement or this Indenture, the Issuer shall not make any
loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the
effect of assuring another’s payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection
with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any stock, obligations, assets or securities of, or any other interest in,
or make any capital contribution to, any other Person.




26









 








     SECTION 3.16 Capital Expenditures. The Issuer shall not make any expenditure (by
long-term or operating lease or otherwise) for capital assets (either realty or personalty).



     SECTION 3.17 Compliance with Laws. The Issuer shall comply with the requirements of
all applicable laws, the non-compliance with which would, individually or in the aggregate,
materially and adversely affect the ability of the Issuer to perform its obligations under the
Notes, this Indenture or any Basic Document.



     SECTION 3.18 Restricted Payments. The Issuer shall not, directly or indirectly, (i)
pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial
interest in the Issuer or otherwise with respect to any ownership or equity interest or security in
or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or security or (iii) set aside or otherwise segregate any
amounts for any such purpose; provided, however, that the Issuer may make, or cause
to be made, distributions to the Servicer, the Owner Trustee, the Trustee and the
Certificateholders as permitted by, and to the extent funds are available for such purpose under,
the Sale and Servicing Agreement or Trust
Agreement. The Issuer will not, directly or indirectly, make payments to or distributions
from the Collection Account except in accordance with this Indenture and the Basic Documents.



     SECTION 3.19 Notice of Events of Default. Upon a responsible officer of the Owner
Trustee having actual knowledge thereof, the Issuer agrees to give the Trustee, the Insurer and the
Rating Agencies prompt written notice of each Event of Default hereunder and each default on the
part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement.



     SECTION 3.20 Further Instruments and Acts. Upon request of the Trustee or the
Insurer, the Issuer will execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.



     SECTION 3.21 Amendments of Sale and Servicing Agreement and Trust Agreement. The
Issuer shall not agree to any amendment to Section 12.1 of the Sale and Servicing Agreement or
Section 10.1 of the Trust Agreement to eliminate the requirements thereunder that the Trustee or
the Holders of the Notes consent to amendments thereto as provided therein.



     SECTION 3.22 Income Tax Characterization. For purposes of federal income, state and
local income and franchise and any other income taxes, the Issuer will treat the Notes as
indebtedness and hereby instructs the Trustee, and each Noteholder (or beneficial Note Owner) shall
be deemed, by virtue of acquisition of an interest in such Note, to have agreed, to treat the Notes
as indebtedness for all applicable tax reporting purposes.



27









 





ARTICLE IV




Satisfaction and Discharge




     SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be
of further effect with respect to the Notes except as to (i) rights of registration of transfer and
exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4,
3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (v) the rights, obligations and immunities of the
Trustee hereunder (including the rights of the Trustee under Section 6.7 and the obligations of the
Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect
to the property so deposited with the Trustee payable to all or any of them, and the Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when




     (A) either




     (1) all Notes theretofore authenticated and delivered (other than (i) Notes
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.5 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have
been delivered to the Trustee for cancellation and the Note Policy has expired and
been returned to the Insurer for cancellation; or




     (2) all Notes not theretofore delivered to the Trustee for cancellation




     (i) have become due and payable,




     (ii) will become due and payable at their respective Final Scheduled
Distribution Dates within one year, or




     (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Issuer,




and the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited
or caused to be irrevocably deposited with the Trust Collateral Agent cash or direct
obligations of or obligations guaranteed by the United States of America (which will
mature prior to the date such amounts are payable), in trust for such purpose, in an
amount sufficient to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Trustee for cancellation when due to the Final
Scheduled Distribution Date or Redemption Date (if Notes shall have been called for
redemption pursuant to Section 10.1(a)) as the case may be; and




     (B) the Issuer has paid or caused to be paid all Insurer Issuer Secured
Obligations and all Trustee Issuer Secured Obligations.



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          SECTION 4.2 Application of Trust Money. All moneys deposited with the Trustee
pursuant to Section 4.1 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes, this Indenture and the other Basic Documents, to the payment, either
directly or through any Note Paying Agent, as the Trustee may determine, to the Holders of the
particular Notes for the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest; but such moneys need
not be segregated from other funds except to the extent required herein or in the Sale and
Servicing Agreement or required by law.




          SECTION 4.3 Repayment of Moneys Held by Note Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any
Note Paying Agent other than the Trustee under the provisions of this Indenture with respect to
such Notes shall, upon demand of the Issuer, be paid
to the Trustee to be held and applied according to Section 3.3 and thereupon such Note Paying
Agent shall be released from all further liability with respect to such moneys.




ARTICLE V




Remedies




          SECTION 5.1 Events of Default. “Event of Default,” wherever used herein,
means any one of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental
body):





     (i) default in the payment of any interest on any Note when the same becomes due and
payable, and such default shall continue for a period of five days (solely for purposes of
this clause, (x) a payment due on a Distribution Date shall not be considered “due” until
the immediately following Insured Distribution Date and (y) a payment on the Notes funded by
the Insurer or by the Collateral Agent pursuant to the Spread Account Agreement shall be
deemed to be a payment made by the Issuer); or




     (ii) default in the payment of the principal of or any installment of the principal of
any Note when the same becomes due and payable (solely for purposes of this clause, (x) a
payment due on a Distribution Date shall not be considered “due” until the immediately
following Insured Distribution Date and (y) a payment on the Notes funded by the Insurer or
by the Collateral Agent pursuant to the Spread Account Agreement, shall be deemed to be a
payment made by the Issuer); or




     (iii) so long as an Insurer Default shall not have occurred and be continuing, an
Insurance Agreement Indenture Cross Default shall have occurred; provided,
however, that the occurrence of an Insurance Agreement Indenture Cross Default may
not form the basis of an Event of Default unless the Insurer shall, upon prior written
notice to the Rating Agencies, have delivered to the Issuer and the Trustee and not
rescinded a written notice specifying that such Insurance Agreement Indenture Cross Default
constitutes an Event of Default under the Indenture; or



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     (iv) so long as an Insurer Default shall have occurred and be continuing, default in
the observance or performance of any covenant or agreement of the Issuer made in this
Indenture (other than a covenant or agreement, a default in the observance or performance of
which is elsewhere in this Section specifically dealt with), or any representation or
warranty of the Issuer made in this Indenture, in any Basic Document or in any certificate
or any other writing delivered pursuant hereto or in connection herewith proving to have
been incorrect in any material respect as of the time when the same shall have been made,
and such default shall continue or not be cured, or the circumstance or condition in respect
of which such misrepresentation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days (or for such longer period, not in excess of 90
days, as may be reasonably necessary to remedy such default;
provided that such default is capable of remedy within 90 days or less and the Servicer
on behalf of the Owner Trustee delivers an Officer’s Certificate to the Trustee to the
effect that the Issuer has commenced, or will promptly commence and diligently pursue, all
reasonable efforts to remedy such default) after there shall have been given, by registered
or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the
Holders of at least 25% of the Outstanding Amount of the Notes, a written notice specifying
such default or incorrect representation or warranty and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or




     (v) so long as an Insurer Default shall have occurred and be continuing, the filing of
a decree or order for relief by a court having jurisdiction in the premises in respect of
the Issuer or any substantial part of the Trust Estate in an involuntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Issuer or for any substantial part of the Trust Estate, or ordering
the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or




     (vi) so long as an Insurer Default shall have occurred and be continuing, the
commencement by the Issuer of a voluntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by
the Issuer to the entry of an order for relief in an involuntary case under any such law, or
the consent by the Issuer to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any
substantial part of the Trust Estate, or the making by the Issuer of any general assignment
for the benefit of creditors, or the failure by the Issuer generally to pay its debts as
such debts become due, or the taking of action by the Issuer in furtherance of any of the
foregoing; or




     (vii) the Issuer becoming taxable as an association or a publicly traded partnership
taxable as a corporation for federal or state income tax purposes.



            The Issuer shall deliver to the Trustee and the Insurer, within five days after the occurrence
thereof, written notice in the form of an Officer’s Certificate of any event which with the giving
of notice and the lapse of time would become an Event of Default under clause (iii), its status and
what action the Issuer is taking or proposes to take with respect thereto.




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     SECTION 5.2 Rights Upon Event of Default.



     (a) If an Insurer Default shall not have occurred and be continuing and an Event of Default
shall have occurred and be continuing, the Trustee shall, at the written direction of the Insurer
declare that the Notes shall become immediately due and payable at par, together with accrued
interest thereon. If an Event of Default shall have occurred and be continuing, the Controlling
Party may exercise any of the remedies specified in Section 5.4(a). In the event of any
acceleration of any Notes by operation of this Section 5.2, the Trustee shall continue to be
entitled to make claims under the Note Policy pursuant to the Sale and Servicing Agreement for
Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of any
Notes shall be applied by the Trustee:




     FIRST: to Noteholders for amounts due and unpaid on the Notes for interest, ratably,
without preference or priority of any kind, according to the amounts due and payable on the
Notes for interest; and




     SECOND: first, to the Noteholders of the Class A-1 Notes for principal until paid off
and, second, ratably and without preference or priority, to the Noteholders of the Class
A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes and Class A-4 Notes for principal;
provided that payments that are made under the Note Policy to pay a Class’s principal in full
on the Insured Distribution Date immediately following its Final Scheduled Distribution Date
shall be paid only to the Noteholders of such Class.



         (b) In the event any Notes are accelerated due to an Event of Default, the Insurer shall have
the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with
the Note Policy), but not the obligation, to make payments under the Note Policy or otherwise of
interest and principal due on such Notes, in whole or in part, on any date or dates following such
acceleration as the Insurer, in its sole discretion, shall elect.



         (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall
have occurred and be continuing, the Trustee in its discretion may, or, if so requested in writing
by Holders holding Notes representing not less than a majority of the Outstanding Amount of the
Notes, shall declare by written notice to the Issuer that the Notes become, whereupon they shall
become, immediately due and payable at par, together with accrued interest thereon.



         (d) At any time after such declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in
this Article V provided, then the Insurer in its sole discretion, or if an Insurer Default has
occurred and is continuing, the Noteholders representing a majority of the Outstanding Amount of
the Notes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration
and its consequences if:




     (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay:




     (A) all payments of principal of and interest on all Notes and all
other amounts that would then be due hereunder or upon such Notes if the
Event of Default giving rise to such acceleration had not occurred; and



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     (B) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee
and its agents and counsel; and




   (ii) all Events of Default, other than the nonpayment of the principal of the Notes
that has become due solely by such acceleration, have been cured or waived as provided in
Section 5.13.



     No such rescission shall affect any subsequent default or impair any right consequent thereto.



     SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.



     (a) The Issuer covenants that if (i) default is made in the payment of any interest on any
Note when the same becomes due and payable, and such default continues for a period of five days,
or (ii) default is made in the payment of the principal of or any installment of the principal of
any Note when the same becomes due and payable, the Issuer will pay to the Trustee, for the benefit
of the Holders of the Notes, the whole amount then due and payable on such Notes for principal and
interest, with interest upon the overdue principal, and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest, at the applicable
Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee and its agents and counsel.



     (b) Each Issuer Secured Party hereby irrevocably and unconditionally appoints the Controlling
Party as the true and lawful attorney-in-fact of such Issuer Secured Party for so long as such
Issuer Secured Party is not the Controlling Party, with full power of substitution, to execute,
acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do
in the name of the Controlling Party as well as in the name, place and stead of such Issuer Secured
Party such acts, things and deeds for or on behalf of and in the name of such Issuer Secured Party
under this Indenture (including specifically under Section 5.4) and under the Basic Documents which
such Issuer Secured Party could or might do or which may be necessary, desirable or convenient in
such Controlling Party’s sole discretion to effect the purposes contemplated hereunder and under
the Basic Documents and, without limitation, following the occurrence of an Event of Default,
exercise full right, power and authority to take, or defer from taking, any and all acts with
respect to the administration, maintenance or disposition of the Trust Estate.



     (c) If an Event of Default occurs and is continuing, the Trustee may in its discretion but
with the consent of the Controlling Party and shall, at the direction of the Controlling Party,
proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate
Proceedings as the Trustee or the Controlling Party shall deem most effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Trustee by this Indenture or by law.



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     (d) Notwithstanding anything to the contrary contained in this Indenture (including, without
limitation, Sections 5.4(a), 5.12, 5.13 and 5.17), if the Issuer fails to perform its obligations
under Section 10.1(b) hereof when and as due, the Trustee shall, at the written direction of the
Controlling Party, or if an Insurer Default shall have occurred and be continuing, at the written
direction of a majority of the Noteholders, proceed to protect and enforce its rights and the
rights of the Noteholders by such appropriate Proceedings as the Controlling Party or the
Noteholders shall deem most effective to protect and enforce any such rights, whether for
specific performance of any covenant or agreement in this Indenture or in aid of the exercise
of any power granted herein, or to enforce any other proper remedy or legal or equitable right
vested in the Trustee by this Indenture or by law.



     (e) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes
or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title
11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of
the Issuer or its property or such other obligor or Person, or in case of any other comparable
Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property
of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any
Notes shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:




     (i) to file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Notes and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim
for reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee,
except as a result of negligence, bad faith or willful misconduct) and of the Noteholders
allowed in such Proceedings;




     (ii) unless prohibited by applicable law and regulations, to vote on behalf of the
Noteholders in any election of a trustee, a standby trustee or person performing similar
functions in any such Proceedings;




     (iii) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute all amounts received with respect to the claims of the
Noteholders and of the Trustee on their behalf; and




     (iv) to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee or the Noteholders allowed in any
Proceedings relative to the Issuer, its creditors and its property;


and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding
is hereby authorized by each of such Noteholders to make payments to the Trustee, and, in the


33









 






event that the Trustee shall consent to the making of payments directly to such Noteholders, to pay to
the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee,
each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses
and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except
as a result of negligence or bad faith.




     (f) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent
to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or
to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.



     (g) All rights of action and of asserting claims under this Indenture, the Spread Account
Agreement or under any of the Notes, may be enforced by the Trustee without the possession of any
of the Notes or the production thereof in any trial or other proceedings relative thereto, and any
such action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents
and attorneys, shall be for the ratable benefit of the Holders of the Notes.



     (h) In any Proceedings brought by the Trustee (and also any Proceedings involving the
interpretation of any provision of this Indenture or the Spread Account Agreement), the Trustee
shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any
Noteholder a party to any such proceedings.



     SECTION 5.4 Remedies.



     (a) If an Event of Default shall have occurred and be continuing, the Controlling Party may do
one or more of the following (subject to Section 5.5):




   (i) institute Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture with respect
thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect
from the Issuer and any other obligor upon such moneys adjudged due;




   (ii) institute Proceedings from time to time for the complete or partial foreclosure of
this Indenture with respect to the Trust Estate;




   (iii) exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Trustee and the
Holders of the Notes; and




   (iv) direct the Trust Collateral Agent to sell the Trust Estate or any portion thereof
or rights or interest therein, at one or more public or private sales called and conducted
in any manner permitted by law; provided, however, that



34









 






     (A) if the Insurer is the Controlling Party, the Insurer may not sell or
otherwise liquidate the Trust Estate following an Insurance Agreement Indenture
Cross Default unless:




     (I) such Insurance Agreement Indenture Cross Default arises from a
claim being made on the Note Policy, from a termination of the
Hedge Agreement or from the bankruptcy, insolvency, receivership or
liquidation of the Trust or the Seller, or




     (II) the proceeds of such sale or liquidation distributable to the
Noteholders are sufficient to discharge in full all amounts then due and
unpaid upon such Notes for principal and interest; or




     (B) if the Trustee is the Controlling Party, the Trustee may not sell or
otherwise liquidate the Trust Estate following an Event of Default unless




     (I) such Event of Default is of the type described in Section 5.1(i) or
(ii); or




     (II) either




     (x) the Holders of 100% of the Outstanding Amount of the Notes
consent thereto, or




     (y) the proceeds of such sale or liquidation distributable to
the Noteholders are sufficient to discharge in full all amounts then
due and unpaid upon such Notes for principal and interest and amounts
due to the Insurer, or




     (z) the Trustee determines that the Trust Estate will not
continue to provide sufficient funds for the payment of principal of
and interest on the Notes as they would have become due if the Notes
had not been declared due and payable, and the Trustee provides prior
written notice to the Rating Agencies and obtains the consent of
Holders of 66 2/3% of the Outstanding Amount of the Notes.



     In determining such sufficiency or insufficiency with respect to clauses (x), (y) and (z), the
Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.



     SECTION 5.5 Optional Preservation of the Receivables. If the Trustee is the
Controlling Party and if the Notes have been declared to be due and payable under Section 5.2
following an Event of Default and such declaration and its consequences have not been rescinded and
annulled, the Trustee may, but need not, elect to direct the Trust Collateral Agent to maintain
possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that
there be at all times sufficient funds for the payment of principal of and interest on the Notes
and



35









 







amounts due to the Insurer, and the Trustee shall take such desire into account when
determining whether or not to direct the Trust Collateral Agent to maintain possession of the Trust
Estate. In determining whether to direct the Trust Collateral Agent to maintain possession of the
Trust Estate, the Trustee may, but need not, obtain and conclusively rely upon an opinion of an
Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the sufficiency of
the Trust Estate for such purpose.



     SECTION 5.6 Priorities.



     (a) Following (1) the acceleration of the Notes pursuant to Section 5.2 or (2) if an Insurer
Default shall have occurred and be continuing, the occurrence of an Event of Default pursuant to
Section 5.1(i), 5.1(ii), 5.1(v), 5.1(vi) or 5.1(vii) of this Indenture or (3) the receipt of
Insolvency Proceeds pursuant to Section 10.1(b) of the Sale and Servicing Agreement, the amounts on
deposit in the Collection Account, and with respect to clauses SECOND and THIRD hereof, the
Available Funds, including any money or property collected pursuant to Section 5.4 of this
Indenture and any such Insolvency Proceeds, shall be applied by the Trust Collateral Agent on the
related Distribution Date in the following order of priority:




     FIRST: amounts due and owing and required to be distributed to the Servicer (provided
there is no Servicer Termination Event), the Lockbox Bank, the Owner Trustee, the Trustee,
Backup Servicer and the Trust Collateral Agent, respectively, pursuant to priorities (i) and
(ii) of Section 5.7(a) of the Sale and Servicing Agreement and not previously distributed, in
the order of such priorities as set forth therein and without preference or priority of any
kind and without regard to any caps set forth in clauses (i) and (ii) of Section 5.7(a) of
the Sale and Servicing Agreement;




     SECOND: to Noteholders for amounts due and unpaid on the Notes for interest, ratably,
without preference or priority of any kind, according to the amounts due and payable on the
Notes for interest;




     THIRD: to Noteholders for amounts due and unpaid on the Notes for principal, first, to
the Noteholders of the Class A-1 Notes until paid off and, second, ratably, without
preference or priority of any kind to the Noteholders of the Class A-2-A Notes, Class A-2-B
Notes, Class A-3 Notes and Class A-4 Notes, according to the amounts due and payable on the
Notes for principal;




     FOURTH: amounts due and owing and required to be distributed to the Insurer pursuant to
priority (v) of Section 5.7(a) of the Sale and Servicing Agreement and not previously
distributed;




     FIFTH: to the Collateral Agent to be applied as provided in the Spread Account
Agreement.



     (b) The Trustee may fix a record date and payment date for any payment to Noteholders pursuant
to this Section 5.6. At least 15 days before such record date the Issuer shall mail to each
Noteholder and the Trustee a notice that states the record date, the payment date and the amount to
be paid.



36









 





          SECTION 5.7 Limitation of Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless:





     (i) such Holder has previously given written notice to the Trustee of a continuing
Event of Default;




     (ii) the Holders of not less than 25% of the Outstanding Amount of the Notes have made
written request to the Trustee to institute such Proceeding in respect of such Event of
Default in its own name as Trustee hereunder;




     (iii) such Holder or Holders have offered to the Trustee indemnity reasonably
satisfactory to it against the costs, expenses and liabilities to be incurred in complying
with such request;




     (iv) the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute such Proceedings;




     (v) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority of the Outstanding Amount of the
Notes; and




     (vi) an Insurer Default shall have occurred and be continuing;


it being understood and intended that no one or more Noteholders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.




          SECTION 5.8 Unconditional Rights of Noteholders To Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the
right, which is absolute and unconditional, to receive payment of the principal of and interest, if
any, on such Note on or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired without the consent
of such Holder.




          SECTION 5.9 Restoration of Rights and Remedies. If the Controlling Party or any
Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and
such proceeding has been discontinued or abandoned for any reason or has been determined adversely
to the Trustee or to such Noteholder, then and in every such case the Issuer, the Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored severally and
respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall
continue as though no such Proceeding had been instituted.




37









 








          SECTION 5.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Controlling Party or to the Noteholders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right
or remedy.




          SECTION 5.11 Delay or Omission Not a Waiver. No delay or omission of the Trustee, the
Controlling Party, the Insurer or any Holder of any Note to exercise any right or remedy accruing
upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver
of any such Default or Event of Default or an acquiescence therein. Every right and remedy given
by this Article V or by law to the Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case
may be.




          SECTION 5.12 Control by Noteholders. If the Trustee is the Controlling Party, the
Holders of a majority of the Outstanding Amount of the Notes shall have the right to direct the
time, method and place of conducting any Proceeding for any remedy available to the Trustee with
respect to the Notes or exercising any trust or power conferred on the Trustee; provided that





     (i) such direction shall not be in conflict with any rule of law or with this
Indenture;




     (ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell
or liquidate the Trust Estate shall be by the Noteholders representing not less than 100% of
the Outstanding Amount of the Notes;




     (iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee
elects to retain the Trust Estate pursuant to such Section, then any direction to the
Trustee by Noteholders representing less than 100% of the Outstanding Amount of the Notes to
sell or liquidate the Trust Estate shall be of no force and effect; and




     (iv) the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction;


provided, however, that, subject to Article VI, the Trustee need not take any
action that it determines might involve it in liability, financial or otherwise, without receiving
indemnity satisfactory to it, or might materially adversely affect the rights of any Noteholders
not consenting to such action.




          SECTION 5.13 Waiver of Past Defaults. Prior to the declaration of the acceleration of
the maturity of the Notes as provided in Section 5.4, the Insurer or, if an Insurer Default shall
have occurred and be continuing, the Noteholders of not less than a majority of the Outstanding
Amount of the Notes may waive any past Default or Event of Default and its consequences except a
Default (a) in payment of principal of or interest on any of the Notes or (b) in respect of a
covenant or provision hereof which cannot be modified or amended without the consent of the Holder
of each Note. In the case of any such waiver, the Issuer, the Trustee



38









 






and the Holders of the Notes
shall be restored to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent thereto.




     Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured
and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right consequent thereto.



     SECTION 5.14 Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs and expenses,
including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to (a) any suit instituted by the Trustee, (b) any
suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate
more than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder
for the enforcement of the payment of principal of or interest on any Note on or after the
respective due dates expressed in such Note and in this Indenture (or, in the case of redemption,
on or after the Redemption Date).



     SECTION 5.15 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner
whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



     SECTION 5.16 Action on Notes. The Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall
not be affected by the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Trustee or
the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer
or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon
any of the assets of the Issuer.



     SECTION 5.17 Performance and Enforcement of Certain Obligations.



     (a) Promptly following a request from the Trustee to do so and at the Servicer’s expense, the
Issuer agrees to take all such lawful action as the Trustee may request to compel or secure the
performance and observance by the Seller and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing



39









 







Agreement in
accordance with the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the Sale and Servicing
Agreement to the extent and in the manner directed by the Trustee, including the transmission of
notices of default on the part of the Seller or the Servicer thereunder and the institution of
legal or administrative actions or Proceedings to compel or secure performance by the Seller or the
Servicer of each of their obligations under the Sale and Servicing Agreement.



          (b) If the Trustee is the Controlling Party and if an Event of Default has occurred and is
continuing, the Trustee may, and, at the written direction of the Holders of 66-2/3% of the
Outstanding Amount of the Notes shall, subject to Article VI, exercise all rights, remedies,
powers, privileges and claims of the Issuer against the Seller or the Servicer under or in
connection with the Sale and Servicing Agreement, including the right or power to take any action
to compel or secure performance or observance by the Seller or the Servicer of each of their
obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take
such action shall be suspended.




ARTICLE VI




The Trustee and the Trust Collateral Agent




          SECTION 6.1 Duties of Trustee.




          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and the Basic Documents to which it is a Party and
use the same degree of care and skill in its exercise as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.




          (b) Except during the continuance of an Event of Default:





     (i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; however, the Trustee shall examine the certificates and opinions to determine
whether or not they conform on their face to the requirements of this Indenture.



          (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:





     (i) this paragraph does not limit the effect of paragraph (b) of this Section;



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   (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




   (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 5.12.



          (d) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer.




          (e) Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.




          (f) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability
is not assured to it.




          (g) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 6.1 and to
the provisions of the TIA.




          (h) The Trustee shall, upon two Business Days’ prior notice to the Trustee, permit any
representative of the Insurer at the expense of the Trust, during the Trustee’s normal business
hours, to examine all books of account, records, reports and other papers of the Trustee relating
to the Notes, to make copies and extracts therefrom and to discuss the Trustee’s affairs and
actions, as such affairs and actions relate to the Trustee’s duties with respect to the Notes, with
the Trustee’s officers and employees responsible for carrying out the Trustee’s duties with respect
to the Notes.




          (i) The Trustee shall, and hereby agrees that it will, perform all of the obligations and
duties required of it under the Sale and Servicing Agreement.




          (j) The Trustee shall, and hereby agrees that it will, hold the Note Policy in trust, and will
hold any proceeds of any claim on the Note Policy in trust solely for the use and benefit of the
Noteholders.




          (k) Without limiting the generality of this Section 6.1, the Trustee shall have no duty (i) to
see to any recording, filing or depositing of this Indenture or any agreement referred to herein or
any financing statement evidencing a security interest in the Financed Vehicles, or to see to the
maintenance of any such recording or filing or depositing or to any recording, refiling or
redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or
to effect or maintain any such insurance, (iii) to see to the payment or discharge of any tax,
assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect
to, assessed or levied against any part of the Trust, (iv) to confirm or



41









 






verify the contents of any
reports or certificates delivered to the Trustee pursuant to this Indenture or the Sale and
Servicing Agreement believed by the Trustee to be genuine and to have been signed or presented by
the proper party or parties, or (v) to inspect the Financed Vehicles at any time or ascertain or
inquire as to the performance of observance of any of the Issuer’s, the Seller’s or the Servicer’s
representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and
as custodian of the Receivable Files under the Sale and Servicing Agreement.




     (l) In no event shall Wells Fargo Bank, National Association, in any of its capacities
hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory
Trust Statute, common law, or the Trust Agreement.



     SECTION 6.2 Rights of Trustee.



     (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have
been signed or presented by the proper person. The Trustee need not investigate any fact or matter
stated in the document.



     (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.



     (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the
Trustee shall not be responsible for any misconduct or negligence on the part of, or for the
supervision of, AmeriCredit Financial Services, Inc., or any other such agent, attorney, custodian
or nominee appointed with due care by it hereunder.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers; provided,
however, that the Trustee’s conduct does not constitute willful misconduct, negligence or
bad faith.



     (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to
legal matters relating to this Indenture and the Notes shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or opinion of such
counsel.



     (f) The Trustee shall be under no obligation to institute, conduct or defend any litigation
under this Indenture or in relation to this Indenture, at the request, order or direction of any of
the Noteholders or the Controlling Party, pursuant to the provisions of this Indenture, unless such
Noteholders or the Controlling Party shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred therein or thereby;
provided, however, that the Trustee shall, upon the occurrence of an Event of
Default (that has not been cured), exercise the rights and powers vested in it by this Indenture
with reasonable care and skill.



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     (g) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing to do so by the
Insurer (so long as no Insurer Default shall have occurred and be continuing) or (if an Insurer
Default shall have occurred and be continuing) by the Noteholders evidencing not less than 25% of
the Outstanding Amount thereof; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing
Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as
a condition to so proceeding; the reasonable expense of every such examination shall be paid by the
Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making
such request upon demand.



     (h) The Trustee shall not be liable for any losses on investments except for losses resulting
from the failure of the Trustee to make an investment in accordance with instructions given in
accordance hereunder. If the Trustee acts as the Note Paying Agent or Note Registrar, the rights
and protections afforded to the Trustee shall be afforded to the Note Paying Agent and Note
Registrar.



     SECTION 6.3 Individual Rights of Trustee. The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Trustee. Any Note Paying Agent, Note
Registrar, co-registrar or co-Note Paying Agent may do the same with like rights. However, the
Trustee must comply with Sections 6.11 and 6.12.



     SECTION 6.4 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes
no representation as to the validity or adequacy of this Indenture, the Trust Estate or the Notes,
it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not
be responsible for any statement of the Issuer in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of
authentication.



     SECTION 6.5 Notice of Defaults. If an Event of Default occurs and is continuing and
if it is either known by, or written notice of the existence thereof has been delivered to, a
Responsible Officer of the Trustee, the Trustee shall mail to each Noteholder notice of the Default
within 90 days after such knowledge or notice occurs. Except in the case of a Default in payment
of principal of or interest on any Note (including payments pursuant to the mandatory redemption
provisions of such Note), the Trustee may withhold the notice to the Noteholder if and so long as
it in good faith determines that withholding the notice is in the interests of Noteholders.



     SECTION 6.6 Reports by Trustee to Holders. At the end of each calendar year, the
Trustee shall deliver to each person who at any time during the calendar year was a Noteholder a
statement as to the aggregate amounts of interest and principal paid to the Noteholder, to the
extent required by the Code, and any other information as may be reasonably required to enable such
Holder to prepare its federal and state income tax returns.



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     SECTION 6.7 Compensation and Indemnity.



     (a) Pursuant to Section 5.7(a) of the Sale and Servicing Agreement, the Issuer shall, or shall
cause the Servicer to, pay to the Trustee, the Trust Collateral Agent and the Backup Servicer
(subject to any applicable caps) from time to time compensation for its services. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Issuer shall cause the Servicer to reimburse the Trustee, the Trust Collateral Agent and the Backup
Servicer (subject to any applicable caps) for all reasonable out-of-pocket expenses incurred or
made by it, including costs of collection, in addition to the compensation for its services. Such
expenses shall include the reasonable compensation and expenses, disbursements and advances of the
Trustee’s, the Trust Collateral Agent’s and the Backup Servicer’s agents, counsel, accountants and
experts. The Issuer shall cause the Servicer to indemnify the Trustee, the Trust Collateral Agent,
the Backup Servicer and their respective officers, directors, employees and agents against any and
all loss, liability or expense (including attorneys’ fees and expenses) incurred by each of them in
connection with the acceptance or the administration of this Trust and the performance of its
duties hereunder. The Trustee, the Trust Collateral Agent or the Backup Servicer shall notify the
Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the
Trustee, the Collateral Agent, the Trust Collateral Agent or the Backup Servicer to so notify the
Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder or the Servicer
of its obligations under Article XI of the Sale and Servicing Agreement. The Issuer shall cause
the Servicer to defend the claim, and the Trustee, the Trust Collateral Agent or the Backup
Servicer may have separate counsel and the Issuer shall cause the Servicer to pay the fees and
expenses of such counsel. Neither the Issuer nor the Servicer need to reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee, the Trust Collateral
Agent or the Backup Servicer through the Trustee’s, the Trust Collateral Agent’s or the Backup
Servicer’s own willful misconduct, negligence or bad faith.



     (b) The Issuer’s payment obligations to the Trustee, the Trust Collateral Agent or the Backup
Servicer pursuant to this Section shall survive the discharge of this Indenture or the earlier
resignation or removal of the Trustee or the Trust Collateral Agent or the Backup Servicer. When
the Trustee, the Collateral Agent, the Trust Collateral Agent or the Backup Servicer incurs
expenses after the occurrence of a Default specified in Section 5.1(v) or (vi) with respect to the
Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the
United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.
Notwithstanding anything else set forth in this Indenture or the Basic Documents, the Trustee
agrees that the obligations of the Issuer (but not the Servicer) to the Trustee hereunder and under
the Basic Documents shall be recourse to the Trust Estate only and specifically shall not be
recourse to the assets of the Certificateholder or any Noteholder. In addition, the Trustee agrees
that its recourse to the Issuer, the Trust Estate, the Seller and amounts held pursuant to the
Spread Account Agreement shall be limited to the right to receive the distributions referred to in
Section 5.7(a) of the Sale and Servicing Agreement.



     SECTION 6.8 Replacement of Trustee. The Trustee may resign at any time by so
notifying the Issuer and the Insurer. The Issuer may and, at the request of the Insurer (unless an
Insurer Default shall have occurred and be continuing) shall, remove the Trustee, if:



44









 






     (i) the Trustee fails to comply with Section 6.11;




     (ii) a court having jurisdiction in the premises in respect of the Trustee in an
involuntary case or proceeding under federal or State banking or bankruptcy laws, as now or
hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or
other similar law, shall have entered a decree or order granting relief or appointing a
receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar
official) for the Trustee or for any substantial part of the Trustee’s property, or ordering
the winding-up or liquidation of the Trustee’s affairs;




     (iii) an involuntary case under the federal bankruptcy laws, as now or hereafter in
effect, or another present or future federal or State bankruptcy, insolvency or similar law
is commenced with respect to the Trustee and such case is not dismissed within 60 days;




     (iv) the Trustee commences a voluntary case under any federal or state banking or
bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State
bankruptcy, insolvency or other similar law, or consents to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee, conservator,
sequestrator (or other similar official) for the Trustee or for any substantial part of the
Trustee’s property, or makes any assignment for the benefit of creditors or fails generally
to pay its debts as such debts become due or takes any action in furtherance of any of the
foregoing; or




     (v) the Trustee otherwise becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer
shall promptly appoint a successor Trustee acceptable to the Insurer (so long as an Insurer Default
shall not have occurred and be continuing). If the Issuer fails to appoint such a successor
Trustee, the Insurer may appoint a successor Trustee.




          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee, the Insurer and to the Issuer. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and
duties of the retiring Trustee under this Indenture subject to satisfaction of the Rating Agency
Condition. The successor Trustee shall mail a notice of its succession to Noteholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to the successor
Trustee.




          If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Issuer, the Insurer or the Holders of a majority in
Outstanding Amount of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.




          If the Trustee fails to comply with Section 6.11, any Noteholder (with the prior written
consent of the Insurer, so long as an Insurer Default shall not have occurred and be



45









 






continuing)
may petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor Trustee.




          Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to
any of the provisions of this Section shall not become effective until acceptance of appointment by
the successor Trustee pursuant to Section 6.8 and payment of all fees and expenses owed to the
outgoing Trustee.




          Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s and the
Servicer’s obligations under Section 6.7 shall continue for the benefit of the retiring Trustee.




          SECTION 6.9 Successor Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the successor Trustee. The Trustee shall
provide the Rating Agencies and the Insurer prior written notice of any such transaction.




          In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Notes or in this Indenture provided that the certificate of
the Trustee shall have.




          SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.




          (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the
time be located, the Trustee with the consent of the Insurer (so long as an Insurer Default shall
not have occurred and be continuing) shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or
Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate,
or any part hereof, and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or
separate trustee shall be required under Section 6.8 hereof.




          (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:





     (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee



46









 







and such
separate trustee or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be
exercised and performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;




     (ii) no trustee hereunder shall be personally liable by reason of any act or omission
of any other trustee hereunder, including acts or omissions of predecessor or successor
trustees; and




     (iii) the Trustee may at any time accept the resignation of or remove any separate
trustee or co-trustee.



          (c) Any notice, request or other writing given to the Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture
and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument
of appointment, either jointly with the Trustee or separately, as may be provided therein, subject
to all the provisions of this Indenture, specifically including every provision of
this Indenture relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.




          (d) Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Indenture on its behalf and in its name. If any separate
trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or
be removed, all of its estates, properties, rights, remedies and trusts shall invest in and be
exercised by the Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.




          (e) Any and all amounts relating to the fees and expenses of the co-trustee or separate
trustee will be borne by the Trust Estate.




          SECTION 6.11 Eligibility: Disqualification. The Trustee shall at all times satisfy
the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of condition and it shall
have a long term debt rating of BBB-, or an equivalent rating, or better by the Rating Agencies.
The Trustee shall provide copies of such reports to the Insurer upon request. The Trustee shall
comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA
§ 310(b)(9); provided, however, that there shall be excluded from the operation of
TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.




47









 








     SECTION 6.12 Preferential Collection of Claims Against Issuer. The Trustee shall
comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee
who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.



     SECTION 6.13 Appointment and Powers. Subject to the terms and conditions hereof, each
of the Issuer Secured Parties hereby appoints Wells Fargo Bank, National Association, as the Trust
Collateral Agent with respect to the Collateral, and Wells Fargo Bank, National Association hereby
accepts such appointment and agrees to act as Trust Collateral Agent with respect to the Collateral
for the Issuer Secured Parties, to maintain custody and possession of such Collateral (except as
otherwise provided hereunder) and to perform the other duties of the Trust Collateral Agent in
accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer
Secured Party hereby authorizes the Trust Collateral Agent to take such action on its behalf, and
to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may
direct and as are specifically authorized to be exercised by the Trust Collateral Agent by the
terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably
incidental thereto, including, but not limited to, the execution of any powers of attorney. The
Trust Collateral Agent shall act upon and in compliance with the written instructions of the
Controlling Party delivered pursuant to this Indenture promptly following
receipt of such written instructions; provided that neither the Trustee nor the Trust
Collateral Agent shall act upon its own accord or in accordance with any instructions (i) if such
actions are not authorized by, or in violation of the provisions of, this Indenture, (ii) if such
actions are in violation of any applicable law, rule or regulation or (iii) with respect to actions
for which the Trustee has been directed to act but for which the Trustee has not received
reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the
Trust Collateral Agent of its express duties hereunder, except where this Indenture provides that
the Trust Collateral Agent is permitted to act only following and in accordance with such
instructions.



     SECTION 6.14 Performance of Duties. The Trust Collateral Agent shall have no duties
or responsibilities except those expressly set forth in this Indenture and the other Basic
Documents to which the Trust Collateral Agent is a party or as directed by the Controlling Party in
accordance with this Indenture. The Trust Collateral Agent shall not be required to take any
discretionary actions hereunder except at the written direction and with reasonable security and
indemnity satisfactory to the Trust Collateral Agent. The Trust Collateral Agent shall, and hereby
agrees that it will, subject to this Article, perform all of the duties and obligations required of
it under the Sale and Servicing Agreement.



     SECTION 6.15 Limitation on Liability. Neither the Trust Collateral Agent nor any of
its directors, officers or employees shall be liable for any action taken or omitted to be taken by
it or them hereunder, or in connection herewith, except that the Trust Collateral Agent shall be
liable for its negligence, bad faith or willful misconduct; nor shall the Trust Collateral Agent be
responsible for the validity, effectiveness, value, sufficiency or enforceability against the
Issuer of this Indenture or any of the Collateral (or any part thereof). Notwithstanding any term
or provision of this Indenture, the Trust Collateral Agent shall incur no liability to the Issuer
or the Issuer Secured Parties for any action taken or omitted by the Trust Collateral Agent in
connection with the Collateral, except for the negligence, bad faith or willful misconduct on the



48









 







part of the Trust Collateral Agent, and, further, shall incur no liability to the Issuer Secured
Parties except for negligence, bad faith or willful misconduct in carrying out its duties to the
Issuer Secured Parties. The Trust Collateral Agent shall be protected and shall incur no liability
to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming
the genuineness of any notice, demand, certificate, signature, instrument or other document
reasonably believed by the Trust Collateral Agent to be genuine and to have been duly executed by
the appropriate signatory, and (absent actual knowledge to the contrary by a Responsible Officer of
the Trust Collateral Agent) the Trust Collateral Agent shall not be required to make any
independent investigation with respect thereto. The Trust Collateral Agent shall at all times be
free independently to establish to its reasonable satisfaction, but shall have no duty to
independently verify, the existence or nonexistence of facts that are a condition to the exercise
or enforcement of any right or remedy hereunder or under any of the Basic Documents. The Trust
Collateral Agent may consult with counsel, and shall not be liable for any action taken or omitted
to be taken by it hereunder in good faith and in accordance with the advice of such counsel. The
Trust Collateral Agent shall not be under any obligation to exercise any of the remedial rights or
powers vested in it by this Indenture or to follow any direction from the Controlling Party or risk
its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder unless it shall
have received reasonable security or indemnity satisfactory to the Trust Collateral Agent against
the costs, expenses and liabilities which might be incurred by it.



     SECTION 6.16 Reliance Upon Documents. In the absence of negligence, bad faith or
willful misconduct on its part, the Trust Collateral Agent shall be entitled to conclusively rely
on any communication, instrument, paper or other document reasonably believed by it to be genuine
and correct and to have been signed or sent by the proper Person or Persons and shall have no
liability in acting, or omitting to act, where such action or omission to act is in reasonable
reliance upon any statement or opinion contained in any such document or instrument.



     SECTION 6.17 Successor Trust Collateral Agent.



     (a) Merger. Any Person into which the Trust Collateral Agent may be converted or
merged, or with which it may be consolidated, or to which it may sell or transfer its trust
business and assets as a whole or substantially as a whole, or any Person resulting from any such
conversion, merger, consolidation, sale or transfer to which the Trust Collateral Agent is a party,
shall (provided it is otherwise qualified to serve as the Trust Collateral Agent hereunder) be and
become a successor Trust Collateral Agent hereunder and be vested with all of the title to and
interest in the Collateral and all of the trusts, powers, discretions, immunities, privileges and
other matters as was its predecessor without the execution or filing of any instrument or any
further act, deed or conveyance on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, except to the extent, if any, that any such action is necessary to
perfect, or continue the perfection of, the security interest of the Issuer Secured Parties in the
Collateral; provided that any such successor shall also be the successor Trustee under
Section 6.9.



     (b) Resignation. The Trust Collateral Agent and any successor Trust Collateral Agent
may resign at any time by so notifying the Issuer and the Insurer; provided that the Trust
Collateral Agent shall not so resign unless it shall also resign as Trustee hereunder.



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     (c) Removal. The Trust Collateral Agent may be removed by the Controlling Party at
any time (and should be removed at any time that the Trustee has been removed), with or without
cause, by an instrument or concurrent instruments in writing delivered to the Trust Collateral
Agent, the other Issuer Secured Party and the Issuer. A temporary successor may be removed at any
time to allow a successor Trust Collateral Agent to be appointed pursuant to subsection (d) below.
Any removal pursuant to the provisions of this subsection (c) shall take effect only upon the date
which is the latest of (i) the effective date of the appointment of a successor Trust Collateral
Agent and the acceptance in writing by such successor Trust Collateral Agent of such appointment
and of its obligation to perform its duties hereunder in accordance with the provisions hereof, and
(ii) receipt by the Controlling Party of an Opinion of Counsel to the effect described in Section
3.6.



     (d) Acceptance by Successor. The Controlling Party shall have the sole right to
appoint each successor Trust Collateral Agent. Every temporary or permanent successor Trust
Collateral Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor
and to the Trustee, each Issuer Secured Party and the Issuer an instrument in writing
accepting such appointment hereunder and the relevant predecessor shall execute, acknowledge and
deliver such other documents and instruments as will effectuate the delivery of all Collateral to
the successor Trust Collateral Agent, whereupon such successor, without any further act, deed or
conveyance, shall become fully vested with all the estates, properties, rights, powers, duties and
obligations of its predecessor. Such predecessor shall, nevertheless, on the written request of
either Issuer Secured Party or the Issuer, execute and deliver an instrument transferring to such
successor all the estates, properties, rights and powers of such predecessor hereunder. In the
event that any instrument in writing from the Issuer or an Issuer Secured Party is reasonably
required by a successor Trust Collateral Agent to more fully and certainly vest in such successor
the estates, properties, rights, powers, duties and obligations vested or intended to be vested
hereunder in the Trust Collateral Agent, any and all such written instruments shall, at the request
of the temporary or permanent successor Trust Collateral Agent, be forthwith executed, acknowledged
and delivered by the Trustee or the Issuer, as the case may be. The designation of any successor
Trust Collateral Agent and the instrument or instruments removing any Trust Collateral Agent and
appointing a successor hereunder, together with all other instruments provided for herein, shall be
maintained with the records relating to the Collateral and, to the extent required by applicable
law, filed or recorded by the successor Trust Collateral Agent in each place where such filing or
recording is necessary to effect the transfer of the Collateral to the successor Trust Collateral
Agent or to protect or continue the perfection of the security interests granted hereunder.



     SECTION 6.18 Compensation. The Trust Collateral Agent shall not be entitled to any
compensation for the performance of its duties hereunder other than the compensation it is entitled
to receive in its capacity as Trustee.



     SECTION 6.19 Representations and Warranties of the Trust Collateral Agent and the
Issuer. (A) The Trust Collateral Agent represents and warrants to the Issuer and to each
Issuer Secured Party as follows:



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          (a) Due Organization. The Trust Collateral Agent is a national banking association
and is duly authorized and licensed under applicable law to conduct its business as presently
conducted.




          (b) Corporate Power. The Trust Collateral Agent has all requisite right, power and
authority to execute and deliver this Indenture and to perform all of its duties as Trust
Collateral Agent hereunder.




          (c) Due Authorization. The execution and delivery by the Trust Collateral Agent of
this Indenture and the other Transaction Documents to which it is a party, and the performance by
the Trust Collateral Agent of its duties hereunder and thereunder, have been duly authorized by all
necessary corporate proceedings and no further approvals or filings, including any governmental
approvals, are required for the valid execution and delivery by the Trust
Collateral Agent, or the performance by the Trust Collateral Agent, of this Indenture and such
other Basic Documents.




          (d) Valid and Binding Indenture. The Trust Collateral Agent has duly executed and
delivered this Indenture and each other Basic Document to which it is a party, and each of this
Indenture and each such other Basic Document constitutes the legal, valid and binding obligation of
the Trust Collateral Agent, enforceable against the Trust Collateral Agent in accordance with its
terms, except as (i) such enforceability may be limited by bankruptcy, insolvency, reorganization
and similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii)
the availability of equitable remedies may be limited by equitable principles of general
applicability.




          (e) No Conflicts. The execution and delivery of each Basic Document to which it is a
party by the Trust Collateral Agent and the performance by the Trust Collateral Agent of its
obligations thereunder, in its capacity as Trust Collateral Agent or otherwise, do not conflict
with or result in any violation of (i) any law or regulation of the United States of America
governing the banking or trust powers of the Trust Collateral Agent or (ii) the articles of
incorporation and by-laws of the Trust Collateral Agent.




          (f) No Actions. To the best of the Trust Collateral Agent’s knowledge, there are no
actions, proceedings or investigations known to the Trust Collateral Agent, either pending or
threatened in writing, before any court, regulatory body, administrative agency or other tribunal
or governmental instrumentality which would, if adversely determined, affect in any material
respect the consummation, validity or enforceability against the Trust Collateral Agent, in its
capacity as Trust Collateral Agent or otherwise, of any Basic Document.




     (B) The Issuer hereby represents and warrants that each of the representations and warranties
set forth on the Schedule of Representations attached hereto as Schedule A is true and correct.
Such representations and warranties speak as of the execution and delivery of this Indenture and as
of the Closing Date, but shall survive the pledge of the Receivables to the Trust Collateral Agent
and shall not be waived.



          SECTION 6.20 Waiver of Setoffs. The Trust Collateral Agent hereby expressly waives
any and all rights of setoff that the Trust Collateral Agent may otherwise at any



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time have under
applicable law with respect to any Trust Account and agrees that amounts in the Trust Accounts
shall at all times be held and applied solely in accordance with the provisions hereof and the Sale
and Servicing Agreement.




          SECTION 6.21 Control by the Controlling Party. The Trust Collateral Agent shall
comply with notices and instructions given by the Issuer only if accompanied by the written consent
of the Controlling Party, except that if any Event of Default shall have occurred and be
continuing, the Trust Collateral Agent shall act upon and comply with notices and instructions
given by the Controlling Party alone in the place and stead of the Issuer.




ARTICLE VII




Noteholders’ Lists and Reports




          SECTION 7.1 Issuer to Furnish to Trustee Names and Addresses of Noteholders. The
Issuer will furnish or cause to be furnished to the Trustee (a) not more than five days after the
earlier of (i) each Record Date and (ii) three months after the last Record Date, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the Holders as of such
Record Date, (b) at such other times as the Trustee may request in writing, within 30 days after
receipt by the Issuer of any such request, a list of similar form and content as of a date not more
than 10 days prior to the time such list is furnished; provided, however, that so
long as the Trustee is the Note Registrar, no such list shall be required to be furnished. If
Definitive Notes have been issued pursuant to Section 2.12, the Trustee or, if the Trustee is not
the Note Registrar, the Issuer shall furnish to the Insurer in writing on an annual basis on each
June 30 and at such other times as the Insurer may request a copy of the list.




          SECTION 7.2 Preservation of Information; Communications to Noteholders.




          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of the Holders contained in the most recent list furnished to the Trustee as provided
in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as
Note Registrar. The Trustee may destroy any list furnished to it as provided in such Section 7.1
upon receipt of a new list so furnished.




          (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect
to their rights under this Indenture or under the Notes.




          (c) The Issuer, the Trustee and the Note Registrar shall have the protection of TIA § 312(c).




          SECTION 7.3 Reports by Issuer.




          (a) The Issuer shall:





   (i) file with the Trustee, within 15 days after the Issuer is required to file the same
with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Issuer



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may be required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;




   (ii) file with the Trustee and the Commission in accordance with rules and regulations
prescribed from time to time by the Commission such additional information, documents and
reports with respect to compliance by the Issuer with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations; and




   (iii) supply to the Trustee (and the Trustee shall transmit by mail to all Noteholders
described in TIA § 313(c)) such summaries of any information, documents and reports required
to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be
required by rules and regulations prescribed from time to time by the Commission.



          (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on
December 31 of each year.




          SECTION 7.4 Reports by Trustee. If required by TIA § 313(a), within 60 days after
each May 31, beginning with May 31, 2009, the Trustee shall mail to each Noteholder as required by
TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Trustee
also shall comply with TIA § 313(b).




          A copy of each report at the time of its mailing to Noteholders shall be filed by the Trustee
with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer
shall notify the Trustee if and when the Notes are listed on any stock exchange.




ARTICLE VIII




Accounts, Disbursements and Releases




          SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the
Trustee may demand payment or delivery of, and shall receive and collect, directly and without
intervention or assistance of any fiscal agent or other intermediary, all money and other property
payable to or receivable by the Trust Collateral Agent pursuant to this Indenture and the Sale and
Servicing Agreement. The Trustee shall apply all such money received by it, or cause the Trust
Collateral Agent to apply all money received by it as provided in this Indenture and the Sale and
Servicing Agreement. Except as otherwise expressly provided in this Indenture or in the Sale and
Servicing Agreement, if any default occurs in the making of any payment or performance under any
agreement or instrument that is part of the Trust Estate, the Trustee may take such action as may
be appropriate to enforce such payment or performance, including the institution and prosecution of
appropriate proceedings. Any such action shall be without prejudice to any right to claim a
Default or Event of Default under this Indenture and any right to proceed thereafter as provided in
Article V.




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          SECTION 8.2 Release of Trust Estate.




          (a) Subject to the payment of its fees and expenses and other amounts pursuant to Section 6.7
and all amounts due to the Insurer under the Basic Documents, the Trust Collateral Agent may, and
when required by the provisions of this Indenture shall, execute instruments to release property
from the lien of this Indenture, in a manner and under circumstances that are not inconsistent with
the provisions of this Indenture. No party relying upon an instrument executed by the Trust
Collateral Agent as provided in this Article VIII shall
be bound to ascertain the Trust Collateral Agent’s authority, inquire into the satisfaction of
any conditions precedent or see to the application of any moneys.




          (b) The Trust Collateral Agent shall, at such time as there are no Notes outstanding and all
sums due the Trustee pursuant to Section 6.7 have been paid, release any remaining portion of the
Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or
any other Person entitled thereto any funds then on deposit in the Trust Accounts.




          SECTION 8.3 Opinion of Counsel. The Trust Collateral Agent shall receive at least
seven days’ notice when requested by the Issuer to take any action pursuant to Section 8.2(a),
accompanied by copies of any instruments involved, and the Trustee shall also require as a
condition to such action, an Opinion of Counsel in form and substance satisfactory to the Trustee
and the Insurer and addressed to the Trustee and the Insurer, stating that all conditions precedent
to the taking of such action have been complied with. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Trustee in connection with any such action.




ARTICLE IX




Supplemental Indentures




          SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.




          (a) Without the consent of the Holders of any Notes but with the consent of the Insurer
(unless an Insurer Default shall have occurred and be continuing) and with prior notice to the
Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when
authorized by an Issuer Order, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as
in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the
following purposes:





   (i) to correct or amplify the description of any property at any time subject to the
lien of this Indenture, or better to assure, convey and confirm unto the Trust Collateral
Agent any property subject or required to be subjected to the lien of this Indenture, or to
subject to the lien of this Indenture additional property;




   (ii) to evidence the succession, in compliance with the applicable provisions hereof,
of another person to the Issuer, and the assumption by any such successor of the covenants
of the Issuer herein and in the Notes contained;



54









 





          (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the
Notes, or to surrender any right or power herein conferred upon the Issuer;




          (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trust
Collateral Agent;




          (v) to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision herein or in any
supplemental indenture or to make any other provisions with respect to matters or questions
arising under this Indenture or in any supplemental indenture; provided that such
action shall not adversely affect the interests of the Holders of the Notes;




          (vi) to evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the provisions of
this Indenture as shall be necessary to facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Article VI; or




          (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the TIA or under any
similar federal statute hereafter enacted and to add to this Indenture such other provisions
as may be expressly required by the TIA.




          The Trustee is hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be therein contained.




          (b) The Issuer and the Trustee, when authorized by an Issuer Order, may, also without the
consent of any of the Holders of the Notes but with prior notice to the Rating Agencies by the
Issuer and with the prior written consent of the Insurer (unless an Insurer Default shall have
occurred and be continuing), as evidenced to the Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of
the Holders of the Notes under this Indenture; provided, however, that such action
shall not, as evidenced by an Opinion of Counsel delivered to the Trustee and the Insurer,
adversely affect in any material respect the interests of any Noteholder.




          (c) Notwithstanding the foregoing, if an Insurer Default has occurred and is continuing, no
amendment under Section 9.1 or 9.2 shall materially adversely affect the Insurer without the
Insurer’s prior written consent.




          SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The Issuer and the
Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies,
with the written consent of the Insurer (unless an Insurer Default shall have occurred and be
continuing), and with the consent of the Holders of not less than a majority of the Outstanding
Amount of the Notes, by Act of such Holders delivered to the Issuer and the Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in
any manner the rights of the Holders of the Notes under this Indenture;



55









 






provided however, that if an Insurer Default has occurred and is continuing, such supplemental
indenture will not materially and adversely affect the interest of the Insurer; provided further,
that, subject to the express rights of the Insurer under the Basic Documents, no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:





     (i) change the date of payment of any installment of principal of or interest on any
Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption
Price with respect thereto, change the provision of this Indenture relating to the
application of collections on, or the proceeds of the sale of, the Trust Estate to payment
of principal of or interest on the Notes, or change any place of payment where, or the coin
or currency in which, any Note or the interest thereon is payable;




     (ii) impair the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor, as provided in Article V,
to the payment of any such amount due on the Notes on or after the respective due dates
thereof (or, in the case of redemption, on or after the Redemption Date);




     (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the
Holders of which is required for any such supplemental indenture, or the consent of the
Holders of which is required for any waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences provided for in this
Indenture;




     (iv) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”;




     (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the
Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4;




     (vi) modify any provision of this Section except to increase any percentage specified
herein or to provide that certain additional provisions of this Indenture or the Basic
Documents cannot be modified or waived without the consent of the Holder of each Outstanding
Note affected thereby;




     (vii) modify any of the provisions of this Indenture in such manner as to affect the
calculation of the amount of any payment of interest or principal due on any Note on any
Distribution Date or any Insured Distribution Date (including the calculation of any of the
individual components of such calculation) or to affect the rights of the Noteholders to the
benefit of any provisions for the mandatory redemption of the Notes contained herein; or




     (viii) permit the creation of any lien ranking prior to or on a parity with the lien of
this Indenture with respect to any part of the Trust Estate or, except as otherwise
permitted or contemplated herein or in any of the Basic Documents, terminate the lien of
this Indenture on any property at any time subject hereto or deprive the Holder of any Note
of the security provided by the lien of this Indenture.



56









 





          The Trustee may determine whether or not any Notes would be affected by any supplemental
indenture and any such determination shall be conclusive upon the Holders of all
Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee
shall not be liable for any such determination made in good faith.




          It shall not be necessary for any Act of Noteholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.




          Promptly after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to this Section, the Trustee shall mail to the Holders of the Notes to which such
amendment or supplemental indenture relates a notice setting forth in general terms the substance
of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture.




          SECTION 9.3 Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this Article IX or the
amendments or modifications thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive and shall be fully protected in relying upon, an Opinion of Counsel (a copy of
which shall be delivered to the Insurer) stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise.




          SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture
of the Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and amendments, and all the
terms and conditions of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.




          SECTION 9.5 Conformity With Trust Indenture Act. Every amendment of this Indenture
and every supplemental indenture executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be
qualified under the Trust Indenture Act.




          SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if
required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Trustee shall so determine, new
Notes so modified as to conform, in the opinion
of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed
by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.




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ARTICLE X




Redemption of Notes




          SECTION 10.1 Redemption.




          (a) The Notes shall be redeemed in whole, but not in part, on any Distribution Date on which
the Servicer or Seller exercises its option to purchase the Trust Estate pursuant to Section
10.1(a) of the Sale and Servicing Agreement, for a purchase price equal to the Redemption Price;
provided, however, that no such redemption may be effected unless the Issuer has
available funds sufficient to pay the Redemption Price plus all amounts due and payable to the
Insurer under the Insurance Agreement on such Distribution Date. The Servicer or the Issuer shall
furnish the Insurer, the Hedge Provider and the Rating Agencies notice of such redemption. If the
Notes are to be redeemed pursuant to this Section 10.1(a), the Servicer or the Issuer shall furnish
notice of such election to the Trustee not later than 25 days prior to the Redemption Date and the
Issuer shall deposit with the Trustee in the Collection Account the amount required to be so
deposited pursuant to Section 10.1(a) of the Sale and Servicing Agreement, whereupon all
outstanding Notes shall be due and payable on the Redemption Date subject to the furnishing of a
notice complying with Section 10.2 to each Holder of Notes.




          (b) In the event that the assets of the Trust are distributed pursuant to Section 8.1 of the
Trust Agreement, all amounts on deposit in the Note Distribution Account shall be paid to the
Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon.
If amounts are to be paid to Noteholders pursuant to this Section 10.1(b), the Servicer or the
Issuer shall, to the extent practicable, furnish notice of such event to the Trustee not later than
45 days prior to the Redemption Date, whereupon all such amounts shall be payable on the Redemption
Date.




          SECTION 10.2 Form of Redemption.




          (a) Notice of redemption under Section 10.1(a) shall be given by the Trustee by facsimile or
by first-class mail, postage prepaid, transmitted or mailed prior to the applicable Redemption Date
to each Holder of Notes, as of the close of business on the Record Date preceding the applicable
Redemption Date, at such Holder’s address appearing in the Note Register.




          All notices of redemption shall state:





   (i) the Redemption Date;




   (ii) the Redemption Price;




   (iii) that the Record Date otherwise applicable to such Redemption Date is not
applicable and that payments shall be made only upon presentation and surrender of such
Notes and the place where such Notes are to be surrendered for payment of the
Redemption Price (which shall be the office or agency of the Issuer to be maintained as
provided in Section 3.2); and



58









 






   (iv) that interest on the Notes shall cease to accrue on the Redemption Date.



          Notice of redemption of the Notes shall be given by the Trustee in the name and at the expense
of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any
Note shall not impair or affect the validity of the redemption of any other Note.




          (b) Prior notice of redemption under Section 10.1(b) is not required to be given to
Noteholders.




          SECTION 10.3 Notes Payable on Redemption Date. The Notes to be redeemed shall,
following notice of redemption, as required by Section 10.2 (in the case of redemption pursuant to
Section 10.1(a)), on the Redemption Date, become due and payable at the Redemption Price, and
(unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue
on the Redemption Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Redemption Price.




ARTICLE XI




Miscellaneous




          SECTION 11.1 Compliance Certificates and Opinions, etc. Upon any application or request by
the Issuer to the Trustee or the Trust Collateral Agent to take any action under any provision of
this Indenture, the Issuer shall furnish to the Trustee or the Trust Collateral Agent, as the case
may be, and to the Insurer (i) an Officer’s Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with, (ii)
an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a
firm of certified public accountants meeting the applicable requirements of this Section, except
that, in the case of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture, no additional certificate or opinion
need be furnished.




          (a) Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:





   (i) a statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein relating thereto;




   (ii) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




   (iii) a statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to express an
informed opinion as to whether or not such covenant or condition has been complied with; and



59









 






   (iv) a statement as to whether, in the opinion of each such signatory such condition or
covenant has been complied with.



          (b)(i) Prior to the deposit of any Collateral or other property or securities with the Trust
Collateral Agent that is to be made the basis for the release of any property or securities subject
to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section
11.1(a) or elsewhere in this Indenture, furnish to the Trust Collateral Agent and the Insurer an
Officer’s Certificate certifying or stating the opinion of each person signing such certificate as
to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other
property or securities to be so deposited.




         (ii) Whenever the Issuer is required to furnish to the Trust Collateral Agent and the Insurer
an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters
described in clause (i) above, the Issuer shall also deliver to the Trust Collateral Agent and the
Insurer an Independent Certificate as to the same matters, if the fair value to the Issuer of the
securities to be so deposited and of all other such securities made the basis of any such
withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set
forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or
more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with
respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the
related Officer’s Certificate is less than $25,000 or less than 1% percent of the Outstanding
Amount of the Notes.





   (iii) Other than with respect to the release of any Purchased Receivables, Sold
Receivables or Liquidated Receivables, whenever any property or securities are to be
released from the lien of this Indenture, the Issuer shall also furnish to the Trust
Collateral Agent and the Insurer an Officer’s Certificate certifying or stating the opinion
of each person signing such certificate as to the fair value (within 90 days of such
release) of the property or securities proposed to be released and stating that in the
opinion of such person the proposed release will not impair the security under this
Indenture in contravention of the provisions hereof.




   (iv) Whenever the Issuer is required to furnish to the Trustee and the Insurer an
Officer’s Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (iii) above, the Issuer shall also furnish to the Trust
Collateral Agent and the Insurer an Independent Certificate as to the same matters if the
fair value of the property or securities and of all other property other than Purchased
Receivables, Sold Receivables and Defaulted Receivables, or securities released from the
lien of this Indenture since the commencement of the then current calendar year, as set
forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or
more of the
Outstanding Amount of the Notes, but such certificate need not be furnished in the case
of any release of property or securities if the fair value thereof as set forth in the
related Officer’s Certificate is less than $25,000 or less than 1 percent of the then
Outstanding Amount of the Notes.




   (v) Notwithstanding Section 2.9 or any other provision of this Section, the Issuer may
(A) collect, liquidate, sell or otherwise dispose of Receivables as and to the



60









 







extent
permitted or required by the Basic Documents and (B) make cash payments out of the Trust
Accounts as and to the extent permitted or required by the Basic Documents.



          SECTION 11.2 Form of Documents Delivered to Trustee. In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is
not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.




          Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which his or her certificate or opinion
is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Servicer, the Seller or the Issuer, stating that
the information with respect to such factual matters is in the possession of the Servicer, the
Seller or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters are erroneous.




          Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.




          Whenever in this Indenture, in connection with any application or certificate or report to the
Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting
of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or at the effective
date of such certificate or report (as the case may be), of the facts and opinions stated in such
document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Trustee’s right to rely upon the truth and accuracy of any
statement or opinion contained in any such document as provided in Article VI.




          SECTION 11.3 Acts of Noteholders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Noteholders in person or by
agents duly appointed in writing; and except as herein otherwise expressly provided such action
shall become effective when such instrument or instruments are delivered to the Trustee, and, where
it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Noteholders signing such instrument or instruments.



61









 






Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 6.1) conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Section. In the event the Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Noteholders, each representing less than a
majority of the Outstanding Amount of the Notes, the Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.




          (b) The fact and date of the execution by any person of any such instrument or writing may be
proved in any customary manner of the Trustee.




          (c) The ownership of Notes shall be proved by the Note Register.




          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or
in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be
done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is
made upon such Note.




          SECTION 11.4 Notices, etc., to Trustee, Issuer, Insurer and Rating Agencies. Any
request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other
documents provided or permitted by this Indenture to be made upon, given or furnished to or filed
with:




          (a) The Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose
hereunder if personally delivered, delivered by overnight courier or mailed certified mail, return
receipt requested and shall be deemed to have been duly given upon receipt to the Trustee at its
Corporate Trust Office, or




          (b) The Issuer by the Trustee or by any Noteholder shall be sufficient for every purpose
hereunder if personally delivered, delivered by overnight courier or mailed certified mail, return
receipt requested and shall deemed to have been duly given upon receipt to the Issuer addressed to:
AmeriCredit Automobile Receivables Trust 2008-A-F, in care of Wilmington Trust Company, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or at
any other address previously furnished in writing to the Trustee by Issuer. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the Trustee.




62









 








          (c) The Insurer by the Issuer or the Trustee shall be sufficient for any purpose hereunder if
in writing and mailed by registered mail or personally delivered or telexed or telecopied to the
recipient as follows:




          To the Insurer: Financial Security Assurance Inc.



31 West 52nd Street

New York, NY 10019

Attention: Transaction Oversight Department

Re: AmeriCredit Receivables-Backed Notes Series

2008-A-F, Policy No. 51899-N


Telex No.: (212) 688-3101

Confirmation: (212) 826-0100

Telecopy Nos.: (212) 339-3518 or

             
            (212) 339-3529


(In each case in which notice or other communication to the Insurer refers to an Event of Default,
a claim on the Note Policy or with respect to which failure on the part of the Insurer to respond
shall be deemed to constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the General Counsel and the Head—Financial
Guaranty Group “URGENT MATERIAL ENCLOSED.”)




          Notices required to be given to the Rating Agencies by the Issuer, the Trustee or the Owner
Trustee shall be in writing, personally delivered, electronically delivered, delivered by overnight
courier or mailed certified mail, return receipt requested to (i) in the case of Moody’s, at the
following address: Moody’s Investors Service, Inc., 7 World Trade Center at 250 Greenwich Street,
Asset Finance Group – 24th Floor, New York, New York 10007, (ii) in the case of Standard
& Poor’s, via electronic delivery to Servicer_reports@sandp.com; for any information not available
in electronic format, send hard copies to: Standard & Poor’s Ratings Services, 55 Water Street,
42nd floor, New York, New York 10041, Attention: ABS Surveillance Group and (iii) in the case of
Fitch, at the following address: Fitch, Inc., One State Street Plaza, New York, New York 10004; or
as to each of the foregoing, at such other address as shall be designated by written notice to the
other parties.




          SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture provides for notice
to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder
affected by such event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor
any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of
such notice with respect to other Noteholders, and any notice that is mailed in the manner here in
provided shall conclusively be presumed to have been duly given.




          Where this Indenture provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Noteholders shall



63









 






be filed with the
Trustee but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such a waiver.




     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders
when such notice is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.



     Where this Indenture provides for notice to the Rating Agencies, failure to give such notice
shall not affect any other rights or obligations created hereunder, and shall not under any
circumstance constitute a Default or Event of Default.



     SECTION 11.6 [Reserved].



     SECTION 11.7 Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall
control.



     The provisions of TIA §§ 310 through 317 that impose duties on any person (including the
provisions automatically deemed included herein unless expressly excluded by this Indenture) are a
part of and govern this Indenture, whether or not physically contained herein.



     SECTION 11.8 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.



     SECTION 11.9 Successors and Assigns. All covenants and agreements in this Indenture
and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.
All agreements of the Trustee in this Indenture shall bind its successors. All agreements of the
Trust Collateral Agent in this Indenture shall bind its successors.



     SECTION 11.10 Separability. In case any provision in this Indenture or in the Notes
shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 11.11 Benefits of Indenture. The Insurer and its successors and assigns shall be a third-party beneficiary to the
provisions of this Indenture, and shall be entitled to rely upon and directly to enforce such
provisions of this Indenture so long as no Insurer Default shall have occurred and be continuing.
Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Noteholders, and any other party secured
hereunder, and any other person with an Ownership interest in any part of the Trust Estate, any
benefit or any legal or equitable right, remedy or claim under this Indenture. The Insurer may
disclaim any of its rights and powers under this Indenture (in which case the Trustee may exercise
such right or power hereunder), but



64









 







not its duties and obligations under the Note Policy, upon
delivery of a written notice to the Trustee.



     In exercising any of its voting rights, rights to direct or consent or any other rights as the
Insurer under this Indenture or any other Basic Document, subject to the terms and conditions of
this Indenture, the Insurer shall not have any obligation or duty to any Person to consider or take
into account the interests of any Person and shall not be liable to any Person for any action taken
by it or at its discretion or any failure by it to act or to direct that any action be taken,
without regard to whether such inaction or action benefits or adversely affects any Noteholder, the
Issuer or any other Person.



     SECTION 11.12 Legal Holidays. In any case where the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the Notes or this
Indenture) payment need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date.



     SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH,
AND THIS INDENTURE AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS INDENTURE SHALL
BE, GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     SECTION 11.14 Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     SECTION 11.15 Recording of Indenture. If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by the Issuer and at its
expense accompanied by an Opinion of Counsel (which may be counsel to the Trustee or any other
counsel reasonably acceptable to the Trustee and the Insurer) to the effect that such recording is
necessary either for
the protection of the Noteholders or any other person secured hereunder or for the enforcement
of any right or remedy granted to the Trustee or the Trust Collateral Agent under this Indenture or
the Collateral Agent under the Spread Account Agreement.



     SECTION 11.16 Trust Obligation. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, the Seller, the Servicer, the Backup Servicer, the
Owner Trustee, the Trust Collateral Agent or the Trustee on the Notes or under this Indenture, any
other Basic Document or any certificate or other writing delivered in connection herewith or
therewith, against (i) the Seller, the Servicer, the Backup Servicer, the Trustee, the Trust
Collateral Agent or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee
or agent of the Seller, the Servicer, the Backup Servicer, the Trustee, the Trust Collateral Agent
or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer,
the Seller, the Servicer, the Backup Servicer, the Owner Trustee, the Trust



65









 







Collateral Agent or the
Trustee or of any successor or assign of the Seller, the Servicer, the Backup Servicer, the
Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral
Agent, the Backup Servicer and the Owner Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article
VI, VII and VIII of the Trust Agreement.



     SECTION 11.17 No Petition. The Trustee and the Trust Collateral Agent, by entering
into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they
will not at any time institute against the Seller, or the Issuer, or join in any institution
against the Seller, or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or State bankruptcy
or similar law in connection with any obligations relating to the Notes, this Indenture or any of
the Basic Documents.



     SECTION 11.18 Inspection. The Issuer agrees that, on reasonable prior notice, it will
permit any representative of the Trustee or of the Insurer, during the Issuer’s normal business
hours, to examine all the books of account, records, reports, and other papers of the Issuer, to
make copies and extracts therefrom, to cause such books to be audited by independent certified
public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s
officers, employees, and independent certified public accountants, all at such reasonable times and
as often as may be reasonably requested. Notwithstanding anything herein to the contrary, the
foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or
becomes publicly known, (ii) disclosure of any and all information (A) if required to do so by
any applicable statute, law, rule or regulation, (B) to any government agency or regulatory
body having or claiming authority to regulate or oversee any respects of the Trustee’s business or
that of its affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand
or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or an
affiliate or an officer, director, employer or shareholder thereof is a party, (D) in any
preliminary or final offering circular, registration statement or contract or other document
pertaining to the transactions contemplated by the Indenture approved in advance by the Servicer or
the Issuer or (E) to any independent or internal auditor, agent, employee or attorney of the
Trustee having a need to know the same, provided that the Trustee advises such recipient of the
confidential nature of the information being disclosed, or (iii) any other disclosure authorized by
the Servicer or the Issuer.



[SIGNATURE PAGE FOLLOWS]




66









 





     IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture to be duly executed
by their respective officers, hereunto duly authorized, all as of the day and year first above
written.



	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES
TRUST 2008-A-F,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, not in	 	 
	 

	 	 	 	its individual capacity but solely as Owner	 	 
	 

	 	 	 	Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Christopher Murphy
 

Name: J. Christopher Murphy
	 	 
	 

	 	 	 	Title: Financial Services Officer	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,	 	 
	 	 	not in its individual capacity but solely as	 	 
	 	 	Trustee and Trust Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marianna C. Stershic
 

Name: Marianna C. Stershic
	 	 
	 

	 	 	 	Title: Vice President	 	 






[Indenture]





 











 







SCHEDULE A




SCHEDULE OF RECEIVABLES




[On File with AmeriCredit, the Trustee and Dewey & LeBouef LLP]




1









 





EXHIBIT A-1





			
	REGISTERED
	 	$160,000,000





No. RB-A-1




SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 030628 AA 9




          Unless this Note is presented by an authorized representative of The Depository Trust Company,
a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer,
exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.




          THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F




CLASS A-1 2.6936% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2008-A-F, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE
HUNDRED SIXTY MILLION DOLLARS payable on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $160,000,000 and the denominator
of which is $160,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the Class A-1 Notes pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on
the June 12, 2009 Distribution Date (the “Final Scheduled Distribution Date”). The Issuer
will pay interest on this Note at the rate per annum shown above on each Distribution Date until
the principal of this Note is paid or made available for payment. Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on which interest has been
paid to but excluding such Distribution Date or, if no interest has yet been paid, from May 29,
2008. Interest will be computed on the basis of a 360-day year and the actual number of days in
the related Interest Period. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.




          The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and




A-1-1









 




private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.




          The Notes are entitled to the benefits of a financial guaranty insurance policy (the “Note
Policy”) issued by Financial Security Assurance Inc. (the “Insurer”), pursuant to which
the Insurer has unconditionally guaranteed payments of the Noteholders’ Interest Distributable
Amount and the Noteholders’ Principal Distributable Amount with respect to each Distribution Date
will be paid on or prior to the related Insured Distribution Date, all as more fully set forth in
the Indenture and the related Sale and Servicing Agreement. The Record Date applicable to any
Insured Distribution Date is the Record Date applicable to the related Distribution Date.




          Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.




          Unless the certificate of authentication hereon has been executed by the Trustee whose name
appears below by manual signature, this Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.




A-1-2









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.



	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee under the
Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:

Title:
	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Notes designated above and referred to in the within-mentioned Indenture.




	 	 	 	 	 	 	 
	Date: May 29, 2008 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signer
	 	 






A-1-3









 





[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-1 2.6936% Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under an
Indenture dated as of May 21, 2008 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee
(the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust
Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.




          The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes and the
Class A-4 Notes (together, the “Notes”) are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.




          Principal of the Class A-1 Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day, commencing June 6, 2008.
If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the
month. The term “Distribution Date,” shall be deemed to include the Final Scheduled
Distribution Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of
Default shall have occurred and be continuing if the Insurer has declared the Notes to be
immediately due and payable in the manner provided in the Indenture, so long as an Insurer Default
shall not have occurred and be continuing or (ii) if an Insurer Default shall have occurred and be
continuing, on the date on which an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount
of the Notes have declared the Notes to be immediately due and payable in the manner provided in
the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Class
A-1 Noteholders entitled thereto.




          Payments of interest on this Note due and payable on each Distribution Date, together with the
installment of principal, if any, to the extent not in full payment of this Note, shall be made by
check mailed to the Person whose name appears as the Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Such checks shall be mailed
to the Person entitled thereto at the address of such Person as it appears




A-1-4









 




on the Note Register as
of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be
binding upon all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are
expected to be available, as provided in the Indenture, for payment in full of the then remaining
unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount
then due and payable shall be payable only upon presentation and surrender of this Note at the
Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for
such purposes located in Minneapolis, Minnesota.




          The Issuer shall pay interest on overdue installments of interest at the Class A-1 Interest
Rate to the extent lawful.




          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or participation in
Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the
Trustee may require, and thereupon one or more new Notes of authorized denominations and in the
same aggregate principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or exchange.




          If this Note has been issued as a Definitive Note, the Note Registrar shall not register the
transfer of this Note unless the prospective transferee has represented and warranted in writing
that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its
acquisition and holding of this Note is covered by a Prohibited Transaction Class Exemption. If
this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial
interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition and
holding of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class
Exemption or the Statutory Exemption.




          Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith,
against (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity,
(b) any owner of a beneficial interest in the Issuer or (c) any partner, owner,




A-1-5









 




beneficiary, agent,
officer, director or employee of the Seller, the Servicer, the Trustee or the
Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer,
the Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or assign of the
Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity, and (ii) to treat the Notes as indebtedness for purposes of federal income,
state and local income and franchise and any other income taxes.




          Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Trustee and the Insurer and any agent of the Issuer, the Trustee or the Insurer may treat the
Person in whose name this Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice
to the contrary.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Insurer and of the
Noteholders representing a majority of the Outstanding Amount of all Notes at the time Outstanding.
The Indenture also contains provisions permitting the Noteholders representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
(or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions
set forth in the Indenture without the consent of Holders of the Notes issued thereunder.




          The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.




          The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.




          The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.




          This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, and the obligations, rights and remedies
of the parties hereunder and thereunder shall be determined in accordance with such laws.




A-1-6









 





          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place, and rate, and in the coin or currency
herein prescribed.




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in
this Note.




A-1-7









 





ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee





	 	 	 
	     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

	 	 
	 

	 	(name
and address of assignee)





the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints,
attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated

	 	 	1	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 




			
	1	 	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face
of the within Note in every particular, without alteration, enlargement or any change whatsoever.





A-1-8









 





EXHIBIT A-2-A





			
	REGISTERED
	 	$100,000,000






No. RB-A-2-A




SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 030628 AB 7




          Unless this Note is presented by an authorized representative of The Depository Trust Company,
a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer,
exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.




          THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F




CLASS A-2-A 4.47% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2008-A-F, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE
HUNDRED MILLION DOLLARS payable on each Distribution Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $100,000,000 and the denominator of which
is $100,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A-2-A Notes pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on
the January 12, 2012 Distribution Date (the “Final Scheduled Distribution Date”). The
Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date
until the principal of this Note is paid or made available for payment. Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on which interest has been
paid to but excluding such Distribution Date or, if no interest has yet been paid, from May 29,
2008. Interest will be computed on the basis of a 360 day year consisting of twelve 30-day months.
Such principal of and interest on this Note shall be paid in the manner specified on the reverse
hereof.




          The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and




A-2-A-1









 




private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.




          The Notes are entitled to the benefits of a financial guaranty insurance policy (the “Note
Policy”) issued by Financial Security Assurance Inc. (the “Insurer”), pursuant to which
the Insurer has unconditionally guaranteed payments of the Noteholders’ Interest Distributable
Amount and the Noteholders’ Principal Distributable Amount with respect to each Distribution Date
will be paid on or prior to the related Insured Distribution Date, all as more fully set forth in
the Indenture and the related Sale and Servicing Agreement. The Record Date applicable to any
Insured Distribution Date is the Record Date applicable to the related Distribution Date.




          Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.




          Unless the certificate of authentication hereon has been executed by the Trustee whose name
appears below by manual signature, this Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.




A-2-A-2









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.



	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee under the
Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:

Title:
	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Notes designated above and referred to in the within-mentioned Indenture.




	 	 	 	 	 
	Date: May 29, 2008 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but

solely as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signer 	 
	 	 	 	 
	 




A-2-A-3









 





[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-2-A 4.47% Asset Backed Notes (herein called the “Class A-2-A Notes”), all issued under an
Indenture dated as of May 21, 2008 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee
(the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust
Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.




          The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes and the
Class A-4 Notes (together, the “Notes”) are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.




          Principal of the Class A-2-A Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day, commencing June 6, 2008.
If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the
month. The term “Distribution Date,” shall be deemed to include the Final Scheduled
Distribution Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of
Default shall have occurred and be continuing if the Insurer has declared the Notes to be
immediately due and payable in the manner provided in the Indenture, so long as an Insurer Default
shall not have occurred and be continuing or (ii) if an Insurer Default shall have occurred and be
continuing, on the date on which an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount
of the Notes have declared the Notes to be immediately due and payable in the manner provided in
the Indenture. All principal payments on the Class A-2-A Notes shall be made pro rata to the Class
A-2-A Noteholders entitled thereto.




          Payments of interest on this Note due and payable on each Distribution Date, together with the
installment of principal, if any, to the extent not in full payment of this Note, shall be made by
check mailed to the Person whose name appears as the Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Such checks shall be mailed
to the Person entitled thereto at the address of such Person as it appears




A-2-A-4









 




on the Note Register as
of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be
binding upon all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are
expected to be available, as provided in the Indenture, for payment in full of the then remaining
unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount
then due and payable shall be payable only upon presentation and surrender of this Note at the
Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for
such purposes located in Minneapolis, Minnesota.




          The Issuer shall pay interest on overdue installments of interest at the Class A-2-A Interest
Rate to the extent lawful.




          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or participation in
Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the
Trustee may require, and thereupon one or more new Notes of authorized denominations and in the
same aggregate principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or exchange.




          If this Note has been issued as a Definitive Note, the Note Registrar shall not register the
transfer of this Note unless the prospective transferee has represented and warranted in writing
that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its
acquisition and holding of this Note is covered by a Prohibited Transaction Class Exemption. If
this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial
interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition and
holding of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class
Exemption or the Statutory Exemption.




          Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith,
against (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity,
(b) any owner of a beneficial interest in the Issuer or (c) any partner, owner,




A-2-A-5









 




beneficiary, agent,
officer, director or employee of the Seller, the Servicer, the Trustee or the
Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer,
the Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or assign of the
Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity, and (ii) to treat the Notes as indebtedness for purposes of federal income,
state and local income and franchise and any other income taxes.




          Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Trustee and the Insurer and any agent of the Issuer, the Trustee or the Insurer may treat the
Person in whose name this Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice
to the contrary.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Insurer and of the
Noteholders representing a majority of the Outstanding Amount of all Notes at the time Outstanding.
The Indenture also contains provisions permitting the Noteholders representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
(or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions
set forth in the Indenture without the consent of Holders of the Notes issued thereunder.




          The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.




          The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.




          The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.




          This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, and the obligations, rights and remedies
of the parties hereunder and thereunder shall be determined in accordance with such laws.




A-2-A-6









 





          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place, and rate, and in the coin or currency
herein prescribed.




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in
this Note.




A-2-A-7









 





ASSIGNMENT




Social Security or taxpayer I.D. or other identifying number of assignee





	 	 	 
	     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

	 	 
	 

	 	(name
and address of assignee)





the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints,
attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated

	 	 	1	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 




			
	1	 	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears
on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.





A-2-A-8









 





EXHIBIT A-2-B





			
	REGISTERED
	 	$139,000,000






No. RB-A-2-B




SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 030628 AC 5




          Unless this Note is presented by an authorized representative of The Depository Trust Company,
a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer,
exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.




          THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F




CLASS A-2-B FLOATING RATE ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2008-A-F, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE
HUNDRED THIRTY-NINE MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is $139,000,000 and the
denominator of which is $139,000,000 by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-2-B Notes pursuant to the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the January 12, 2012 Distribution Date (the “Final Scheduled Distribution
Date”). The Issuer will pay interest on this Note at the rate per annum equal to LIBOR plus
1.75% on each Distribution Date until the principal of this Note is paid or made available for
payment. Interest on this Note will accrue for each Distribution Date from the most recent
Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from May 29, 2008. Interest will be computed on the basis of a 360-day
year and the actual number of days in the related Interest Period. Such principal of and interest
on this Note shall be paid in the manner specified on the reverse hereof.




          The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and




A-2-B-1









 




private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.




          The Notes are entitled to the benefits of a financial guaranty insurance policy (the “Note
Policy”) issued by Financial Security Assurance Inc. (the “Insurer”), pursuant to which
the Insurer has unconditionally guaranteed payments of the Noteholders’ Interest Distributable
Amount and the Noteholders’ Principal Distributable Amount with respect to each Distribution Date
will be paid on or prior to the related Insured Distribution Date, all as more fully set forth in
the Indenture and the related Sale and Servicing Agreement. The Record Date applicable to any
Insured Distribution Date is the Record Date applicable to the related Distribution Date.




          Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.




          Unless the certificate of authentication hereon has been executed by the Trustee whose name
appears below by manual signature, this Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.




A-2-B-2









 





          IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.




	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee under the
Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:

Title:
	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Notes designated above and referred to in the within-mentioned Indenture.




	 	 	 	 	 
	Date: May 29, 2008 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signer 	 
	 	 	 	 
	 




A-2-B-3









 





[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-2-B LIBOR plus 1.75% Asset Backed Notes (herein called the “Class A-2-B Notes”), all
issued under an Indenture dated as of May 21, 2008 (such indenture, as supplemented or amended, is
herein called the “Indenture”), between the Issuer and Wells Fargo Bank, National
Association, as trustee (the “Trustee,” which term includes any successor Trustee under the
Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term
includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all
terms of the Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture,
as so supplemented or amended.




          The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes and the
Class A-4 Notes (together, the “Notes”) are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.




          Principal of the Class A-2-B Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or, if any
such date is not a Business Day, the next succeeding Business Day, commencing June 6, 2008. If
AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the
month. The term “Distribution Date,” shall be deemed to include the Final Scheduled
Distribution Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of
Default shall have occurred and be continuing if the Insurer has declared the Notes to be
immediately due and payable in the manner provided in the Indenture, so long as an Insurer Default
shall not have occurred and be continuing or (ii) if an Insurer Default shall have occurred and be
continuing, on the date on which an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount
of the Notes have declared the Notes to be immediately due and payable in the manner provided in
the Indenture. All principal payments on the Class A-2-B Notes shall be made pro rata to the Class
A-2-B Noteholders entitled thereto.




          Payments of interest on this Note due and payable on each Distribution Date, together with the
installment of principal, if any, to the extent not in full payment of this Note, shall be made by
check mailed to the Person whose name appears as the Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Such




A-2-B-4









 




checks shall be mailed
to the Person entitled thereto at the address of such Person as it appears
on the Note Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this Note (or any one
or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding
upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected
to be available, as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on
behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount
then due and payable shall be payable only upon presentation and surrender of this Note at the
Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for
such purposes located in Minneapolis, Minnesota.




          The Issuer shall pay interest on overdue installments of interest at the Class A-2-B Interest
Rate to the extent lawful.




          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or participation in
Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the
Trustee may require, and thereupon one or more new Notes of authorized denominations and in the
same aggregate principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or exchange.




          If this Note has been issued as a Definitive Note, the Note Registrar shall not register the
transfer of this Note unless the prospective transferee has represented and warranted in writing
that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its
acquisition and holding of this Note is covered by a Prohibited Transaction Class Exemption. If
this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial
interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition and
holding of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class
Exemption or the Statutory Exemption.




          Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith,
against (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its





A-2-B-5











 




individual capacity,
(b) any owner of a beneficial interest in the Issuer or (c) any partner, owner,
beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee or
the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer,
the Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or assign of the
Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity, and (ii) to treat the Notes as indebtedness for purposes of federal income,
state and local income and franchise and any other income taxes.




          Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Trustee and the Insurer and any agent of the Issuer, the Trustee or the Insurer may treat the
Person in whose name this Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice
to the contrary.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Insurer and of the
Noteholders representing a majority of the Outstanding Amount of all Notes at the time Outstanding.
The Indenture also contains provisions permitting the Noteholders representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
(or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions
set forth in the Indenture without the consent of Holders of the Notes issued thereunder.




          The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.




          The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.




          The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.




          This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, and the obligations, rights and remedies
of the parties hereunder and thereunder shall be determined in accordance with such laws.




A-2-B-6









 








          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place, and rate, and in the coin or currency
herein prescribed.




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in
this Note.




A-2-B-7









 





ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                                



          (name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints,
attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.




	 	 	 	 	 	 	 
	Dated
	 	                 
                         
                  
                   
                   
                   
                   
                   	1	 	 	 
	 

	 
	 	 	 	 
	 

	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 







 




			
	1	 	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever.





A-2-B-8









 





EXHIBIT A-3




			
	 	 	 
	REGISTERED
	 	$153,000,000






No. RB-A-3




SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 030628 AD 3




          Unless this Note is presented by an authorized representative of The Depository Trust Company,
a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer,
exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.




          THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F




CLASS A-3 5.68% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2008-A-F, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE
HUNDRED FIFTY THREE MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is $153,000,000 and the
denominator of which is $153,000,000 by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-3 Notes pursuant to the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the December 12, 2012 Distribution Date (the “Final Scheduled Distribution
Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available for payment. Interest
on this Note will accrue for each Distribution Date from the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, if no interest has yet been
paid, from May 29, 2008. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.




          The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and





A-3-1









 







private debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.




          The Notes are entitled to the benefits of a financial guaranty insurance policy (the “Note
Policy”) issued by Financial Security Assurance Inc. (the “Insurer”), pursuant to which
the Insurer has unconditionally guaranteed payments of the Noteholders’ Interest Distributable
Amount and the Noteholders’ Principal Distributable Amount with respect to each Distribution Date
will be paid on or prior to the related Insured Distribution Date, all as more fully set forth in
the Indenture and the related Sale and Servicing Agreement. The Record Date applicable to any
Insured Distribution Date is the Record Date applicable to the related Distribution Date.




          Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.




          Unless the certificate of authentication hereon has been executed by the Trustee whose name
appears below by manual signature, this Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.




A-3-2









 





          IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.




	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, not in its individual

capacity but solely as Owner Trustee under the

Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Notes designated above and referred to in the within-mentioned Indenture.




	 	 	 	 	 	 	 
	Date: May 29, 2008	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
 its individual capacity but
solely as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signer
	 	 






A-3-3









 





[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-3 5.68% Asset Backed Notes (herein called the “Class A-3 Notes”), all issued under an
Indenture dated as of May 21, 2008 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee
(the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust
Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.




          The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes and the
Class A-4 Notes (together, the “Notes”) are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.




          Principal of the Class A-3 Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or, if any
such date is not a Business Day, the next succeeding Business Day, commencing June 6, 2008. If
AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the
month. The term “Distribution Date,” shall be deemed to include the Final Scheduled
Distribution Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of
Default shall have occurred and be continuing if the Insurer has declared the Notes to be
immediately due and payable in the manner provided in the Indenture, so long as an Insurer Default
shall not have occurred and be continuing or (ii) if an Insurer Default shall have occurred and be
continuing, on the date on which an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount
of the Notes have declared the Notes to be immediately due and payable in the manner provided in
the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Class
A-3 Noteholders entitled thereto.




          Payments of interest on this Note due and payable on each Distribution Date, together with the
installment of principal, if any, to the extent not in full payment of this Note, shall be made by
check mailed to the Person whose name appears as the Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Such checks shall be mailed
to the Person entitled thereto at the address of such Person as it appears





A-3-4









 







on the Note Register as
of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be
binding upon all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are
expected to be available, as provided in the Indenture, for payment in full of the then remaining
unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount
then due and payable shall be payable only upon presentation and surrender of this Note at the
Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for
such purposes located in Minneapolis, Minnesota.




          The Issuer shall pay interest on overdue installments of interest at the Class A-3 Interest
Rate to the extent lawful.




          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or participation in
Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the
Trustee may require, and thereupon one or more new Notes of authorized denominations and in the
same aggregate principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or exchange.




          If this Note has been issued as a Definitive Note, the Note Registrar shall not register the
transfer of this Note unless the prospective transferee has represented and warranted in writing
that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its
acquisition and holding of this Note is covered by a Prohibited Transaction Class Exemption. If
this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial
interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition and
holding of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class
Exemption or the Statutory Exemption.




          Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith,
against (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity,
(b) any owner of a beneficial interest in the Issuer or (c) any partner, owner,





A-3-5









 







beneficiary, agent,
officer, director or employee of the Seller, the Servicer, the Trustee or the
Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer,
the Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or assign of the
Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity, and (ii) to treat the Notes as indebtedness for purposes of federal income,
state and local income and franchise and any other income taxes.




          Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Trustee and the Insurer and any agent of the Issuer, the Trustee or the Insurer may treat the
Person in whose name this Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice
to the contrary.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Insurer and of the
Noteholders representing a majority of the Outstanding Amount of all Notes at the time Outstanding.
The Indenture also contains provisions permitting the Noteholders representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
(or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions
set forth in the Indenture without the consent of Holders of the Notes issued thereunder.




          The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.




          The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.




          The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.




          This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, and the obligations, rights and remedies
of the parties hereunder and thereunder shall be determined in accordance with such laws.




A-3-6









 





          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place, and rate, and in the coin or currency
herein prescribed.




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in
this Note.




A-3-7









 





ASSIGNMENT




Social Security or taxpayer I.D. or other identifying number of assignee




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                                



          (name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints,
attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.




	 	 	 	 	 	 	 
	Dated
	 	                 
                         
                  
                   
                   
                   
                   
                   	1	 	 	 
	 

	 
	 	 	 	 
	 

	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 








 




			
	1	 	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever.





A-3-8









 





EXHIBIT A-4




			
	 	 	 
	REGISTERED
	 	$198,000,000






No. RB-A-4




SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 030628 AF 8




          Unless this Note is presented by an authorized representative of The Depository Trust Company,
a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer,
exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.




          THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F




CLASS A-4 6.96% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2008-A-F, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE
HUNDRED NINETY-EIGHT MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is $198,000,000 and the
denominator of which is $198,000,000 by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-4 Notes pursuant to the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the October 14, 2014 Distribution Date (the “Final Scheduled Distribution
Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available for payment. Interest
on this Note will accrue for each Distribution Date from the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, if no interest has yet been
paid, from May 29, 2008. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.




          The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and




A-4 -1









 







private debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.




          The Notes are entitled to the benefits of a financial guaranty insurance policy (the “Note
Policy”) issued by Financial Security Assurance Inc. (the “Insurer”), pursuant to which
the Insurer has unconditionally guaranteed payments of the Noteholders’ Interest Distributable
Amount and the Noteholders’ Principal Distributable Amount with respect to each Distribution Date
will be paid on or prior to the related Insured Distribution Date, all as more fully set forth in
the Indenture and the related Sale and Servicing Agreement. The Record Date applicable to any
Insured Distribution Date is the Record Date applicable to the related Distribution Date.




          Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.




          Unless the certificate of authentication hereon has been executed by the Trustee whose name
appears below by manual signature, this Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.




A-4 -2









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.



	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, not in its individual

capacity but solely as Owner Trustee under the

Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Notes designated above and referred to in the within-mentioned Indenture.




	 	 	 	 	 	 	 
	Date: May 29, 2008	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
 its individual capacity but
solely as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signer
	 	 






A-4 -3









 





[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-4 6.96% Asset Backed Notes (herein called the “Class A-4 Notes”), all issued under an
Indenture dated as of May 21, 2008 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee
(the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust
Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.




          The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes and the
Class A-4 Notes (together, the “Notes”) are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.




          Principal of the Class A-4 Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or, if any
such date is not a Business Day, the next succeeding Business Day, commencing June 6, 2008. If
AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the
month. The term “Distribution Date,” shall be deemed to include the Final Scheduled
Distribution Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of
Default shall have occurred and be continuing if the Insurer has declared the Notes to be
immediately due and payable in the manner provided in the Indenture, so long as an Insurer Default
shall not have occurred and be continuing or (ii) if an Insurer Default shall have occurred and be
continuing, on the date on which an Event of Default shall have occurred and be continuing and the
Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount
of the Notes have declared the Notes to be immediately due and payable in the manner provided in
the Indenture. All principal payments on the Class A-4 Notes shall be made pro rata to the Class
A-4 Noteholders entitled thereto.




          Payments of interest on this Note due and payable on each Distribution Date, together with the
installment of principal, if any, to the extent not in full payment of this Note, shall be made by
check mailed to the Person whose name appears as the Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Such checks shall be mailed
to the Person entitled thereto at the address of such Person as it appears





A-4 -4









 







on the Note Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be
binding upon all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are
expected to be available, as provided in the Indenture, for payment in full of the then remaining
unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount
then due and payable shall be payable only upon presentation and surrender of this Note at the
Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for
such purposes located in Minneapolis, Minnesota.




          The Issuer shall pay interest on overdue installments of interest at the Class A-4 Interest
Rate to the extent lawful.




          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or participation in
Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the
Trustee may require, and thereupon one or more new Notes of authorized denominations and in the
same aggregate principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or exchange.




          If this Note has been issued as a Definitive Note, the Note Registrar shall not register the
transfer of this Note unless the prospective transferee has represented and warranted in writing
that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its
acquisition and holding of this Note is covered by a Prohibited Transaction Class Exemption. If
this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial
interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition and
holding of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class
Exemption or the Statutory Exemption.




          Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in connection therewith,
against (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity,
(b) any owner of a beneficial interest in the Issuer or (c) any partner, owner,





A-4 -5









 







beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee or the
Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer,
the Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or assign of the
Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity, and (ii) to treat the Notes as indebtedness for purposes of federal income,
state and local income and franchise and any other income taxes.




          Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Trustee and the Insurer and any agent of the Issuer, the Trustee or the Insurer may treat the
Person in whose name this Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice
to the contrary.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Insurer and of the
Noteholders representing a majority of the Outstanding Amount of all Notes at the time Outstanding.
The Indenture also contains provisions permitting the Noteholders representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
(or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions
set forth in the Indenture without the consent of Holders of the Notes issued thereunder.




          The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.




          The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.




          The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.




          This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions, and the obligations, rights and remedies
of the parties hereunder and thereunder shall be determined in accordance with such laws.




A-4 -6









 





          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place, and rate, and in the coin or currency
herein prescribed.




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in
this Note.




A-4 -7









 





ASSIGNMENT




Social Security or taxpayer I.D. or other identifying number of assignee




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                                



          (name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints,
attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.




	 	 	 	 	 	 	 
	Dated
	 	                 
                         
                  
                   
                   
                   
                   
                   	1	 	 	 
	 

	 
	 	 	 	 
	 

	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 






 




			
	1	 	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever.





A-4 -8









 





SCHEDULE A

REPRESENTATIONS AND WARRANTIES OF THE ISSUER



Representations and Warranties Regarding the Receivables:





1. Security Interest in Financed Vehicle. This Indenture creates a valid and
continuing Security Interest (as defined in the applicable UCC) in the Receivables in favor
of the Trust Collateral Agent, which Security Interest is prior to all other Liens, and is
enforceable as such as against creditors of and purchasers from the Seller. The Issuer owns
and has good and marketable title to the Receivables free and clear of any Lien (other than
the Lien in favor of the Trust Collateral Agent), claim or encumbrance of any Person.




2. All Filings Made. The Issuer has taken all steps necessary to perfect the Trust
Collateral Agent’s security interest in the property securing the Receivables, provided
that, if not done as of the Closing Date, the Issuer will cause, within ten days of the
Closing Date, the filing of all appropriate financing statements in the proper filing office
in the State of Delaware under applicable law in order to perfect the security interest in
the Receivables granted to the Trust Collateral Agent hereunder. All financing statements
filed or to be filed against the Issuer in favor of the Trust Collateral Agent in connection
herewith describing the Receivables contain a statement to the following effect: “A purchase
of or a security interest in any collateral described in this financing statement will
violate the rights of the Trust Collateral Agent.”




3. No Impairment. The Issuer has not done anything to convey any right to any
Person that would result in such Person having a right to payments due under the Receivable
or otherwise to impair the rights of the Insurer, the Trustee, the Trust Collateral Agent
and the Noteholders in any Receivable or the proceeds thereof. Other than the security
interest granted to the Trust Collateral Agent pursuant to this Indenture, the Issuer has
not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of
the Receivables. The Issuer has not authorized the filing of and is not aware of any
financing statements against the Issuer that include a description of collateral covering
the Receivables other than any financing statement relating to the security interest granted
to the Trust Collateral Agent hereunder or that has been terminated. The Issuer is not
aware of any judgment or tax lien filings against it.




4. Chattel Paper. The Receivables constitute “tangible chattel paper” or
“electronic chattel paper” within the meaning of the UCC as in effect in the States of
Texas, New York, Nevada and Delaware.




5. Good Title. Immediately prior to the pledge of the Receivables to the Trust
Collateral Agent pursuant to this Indenture, the Issuer was the sole owner thereof and had
good and indefeasible title thereto, free of any Lien and, upon execution and delivery of
this Agreement, the Trust shall have good and indefeasible title to and will be the sole
owner of such Receivables, free of any Lien. No Dealer or Third-Party Lender has a
participation in, or other right to receive, proceeds of any Receivable. The Issuer has not



Sched. A-1









 






taken any action to convey any right to any Person that would result in such Person having a
right to payments received under the related Insurance Policies or the related Dealer
Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments or Third-Party Lender
Assignments or to payments due under such Receivables.




6. Possession of Original Copy. The Servicer, as Custodian on behalf of the Issuer,
has in its possession or control the original contract (or with respect to “electronic
chattel paper”, the authoritative copy) that constitutes or evidences the Receivable.




7. One Original. There is only one original executed copy (or with respect to
“electronic chattel paper”, one authoritative copy) of each Contract. With respect to
Contracts that are “electronic chattel paper”, each authoritative copy (a) is unique,
identifiable and unalterable (other than with the participation of the Trust Collateral
Agent in the case of an addition or amendment of an identified assignee and other than a
revision that is readily identifiable as an authorized or unauthorized revision), (b) has
been marked with a legend to the following effect: “Authoritative Copy” and (c) has been
communicated to and is maintained by or on behalf of the Custodian.




8. Not an Authoritative Copy. With respect to Contracts that are “electronic
chattel paper”, the Seller has marked all copies of each such Contract other than an
authoritative copy with a legend to the following effect: “This is not an authoritative
copy.”




9. Revisions. With respect to Contracts that are “electronic chattel paper”, the
related Receivables have been established in a manner such that (a) all copies or revisions
that add or change an identified assignee of the authoritative copy of each such Contract
must be made with the participation of the Trust Collateral Agent and (b) all revisions of
the authoritative copy of each such Contract must be readily identifiable as an authorized
or unauthorized revision.




10. Pledge or Assignment. With respect to Contracts that are “electronic chattel
paper”, the authoritative copy of each Contract communicated to the Custodian has no marks
or notations indicating that it has been pledged, assigned or otherwise conveyed to any
Person other than the Trust Collateral Agent.


Representations and Warranties Regarding the Hedge Collateral:





1. This Agreement creates a valid and continuing Security Interest (as defined in the
applicable UCC) in the Hedge Collateral in favor of the Trust Collateral Agent, which
Security Interest is prior to all other Liens, and is enforceable as such as against
creditors of and purchasers from the Issuer.




2. The Hedge Collateral constitutes “general intangibles” within the meaning of the
applicable UCC.




3. The Issuer owns and has good and marketable title to the Hedge Collateral free and clear
of any Lien, claim or encumbrance of any Person.



Sched. A-2









 






4. The Issuer has received all consents and approvals required by the terms of the Hedge
Agreement to pledge the Hedge Collateral hereunder to the Trust Collateral Agent.




5. The Issuer has caused or will have caused, within ten days, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest in the Hedge Collateral granted to
the Trust Collateral Agent hereunder.




6. Other than the security interest granted to the Trust Collateral Agent pursuant to this
Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Hedge Collateral. The Issuer has not authorized the filing of
and is not aware of any financing statements against the Issuer that include a description
of collateral covering the Hedge Collateral other than any financing statement
relating to the security interest granted to the Trust Collateral Agent hereunder or that
has been terminated.




Sched. A-3