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                                                                   Exhibit 10.13

                         AMERICREDIT OWNER TRUST 2003-1
                                    as Issuer

                                       and

                                  BANK ONE, NA
                              as Indenture Trustee

                                   ----------

                                    INDENTURE

                           Dated As Of March 18, 2003

                                   ----------

                         AmeriCredit Owner Trust 2003-1
                     Receivables-Backed Notes, Series 2003-1

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                                TABLE OF CONTENTS

                              PRELIMINARY STATEMENT

                                 GRANTING CLAUSE

                                GENERAL COVENANT
                                                                            Page
                                                                            ----
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION              2

   Section 1.01.    Definitions................................................2
   Section 1.02.    Rules of Construction......................................2

ARTICLE II THE NOTES                                                           3

   Section 2.01.    Forms; Denominations.......................................3
   Section 2.02.    Execution, Authentication, Delivery and Dating.............3
   Section 2.03.    Acknowledgment of Receipt of the Receivables...............4
   Section 2.04.    The Notes Generally........................................5
   Section 2.05.    Registration of Transfer and Exchange of Notes.............6
   Section 2.06.    Mutilated, Destroyed, Lost or Stolen Notes.................8
   Section 2.07.    Noteholder Lists...........................................8
   Section 2.08.    Persons Deemed Owners......................................9
   Section 2.09.    Accounts...................................................9
   Section 2.10.    Payments on the Notes......................................9
   Section 2.11.    Final Payment Notice......................................14
   Section 2.12.    Compliance with Withholding Requirements..................14
   Section 2.13.    Cancellation..............................................14
   Section 2.14.    Reserved..................................................15
   Section 2.15.    Collateral Account........................................15
   Section 2.16.    Redemption of the Notes...................................15
   Section 2.17.    Securities Accounts.......................................16

ARTICLE III SATISFACTION AND DISCHARGE                                        19

   Section 3.01.    Satisfaction and Discharge of Indenture...................19
   Section 3.02.    Application of Trust Money................................19

ARTICLE IV EVENTS OF DEFAULT; REMEDIES                                        20

   Section 4.01.    Events of Default.........................................20
   Section 4.02.    Acceleration of Maturity; Rescission and Annulment........22
   Section 4.03.    Collection of Indebtedness and Suits for
                       Enforcement by Indenture Trustee.......................23
   Section 4.04.    Remedies..................................................25
   Section 4.05.    Application of Money Collected............................25

                                      -i-

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   Section 4.06.    Limitation on Suits.......................................26
   Section 4.07.    Unconditional Right of Noteholders to
                       Receive Principal and Interest.........................26
   Section 4.08.    Restoration of Rights and Remedies........................27
   Section 4.09.    Rights and Remedies Cumulative............................27
   Section 4.10.    Delay or Omission Not Waiver..............................27
   Section 4.11.    Control by Noteholders....................................27
   Section 4.12.    Waiver of Past Defaults...................................28
   Section 4.13.    Undertaking for Costs.....................................28
   Section 4.14.    Waiver of Stay or Extension Laws..........................29
   Section 4.15.    Sale of Trust Estate......................................29
   Section 4.16.    Action on Notes...........................................30

ARTICLE V THE INDENTURE TRUSTEE                                               31

   Section 5.01.    Certain Duties and Responsibilities.......................31
   Section 5.02.    Notice of Defaults........................................34
   Section 5.03.    Certain Rights of Indenture Trustee.......................35
   Section 5.04.    Compensation and Reimbursement............................36
   Section 5.05.    Corporate Indenture Trustee Required; Eligibility.........37
   Section 5.06.    Authorization of Indenture Trustee........................38
   Section 5.07.    Merger, Conversion, Consolidation or Succession
                       to Business............................................38
   Section 5.08.    Resignation and Removal; Appointment of Successor.........38
   Section 5.09.    Acceptance of Appointment by Successor....................39
   Section 5.10.    Unclaimed Funds...........................................40
   Section 5.11.    Illegal Acts..............................................40
   Section 5.12.    Communications by the Indenture Trustee...................41
   Section 5.13.    Separate Indenture Trustees and Co-Trustees...............41
   Section 5.14.    Hedge Agreements..........................................42
   Section 5.15.    Article V Provisions......................................42

ARTICLE VI REPORTS TO NOTEHOLDERS                                             42

   Section 6.01.    Reports to Noteholders and Others.........................42
   Section 6.02.    Reserved..................................................43
   Section 6.03.    Access to Certain Information.............................43

ARTICLE VII PURCHASE OF ADDITIONAL RECEIVABLES                                44

   Section 7.01.    Purchase of Additional Receivables........................44

ARTICLE VIII SUPPLEMENTAL INDENTURES; AMENDMENTS                              45

   Section 8.01.    Supplemental Indentures or Amendments
                       Without Consent of Noteholders.........................45
   Section 8.02.    Supplemental Indentures With Consent of Noteholders.......46
   Section 8.03.    Delivery of Supplements and Amendments....................47

                                      -ii-

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   Section 8.04.    Execution of Supplemental Indentures, etc.................47

ARTICLE IX COVENANTS; WARRANTIES                                              47

   Section 9.01.    Maintenance of Office or Agency...........................47
   Section 9.02.    Existence.................................................47
   Section 9.03.    Payment of Taxes and Other Claims.........................48
   Section 9.04.    Validity of the Notes; Title to the Trust Estate; Lien....48
   Section 9.05.    Protection of Trust Estate................................48
   Section 9.06.    Nonconsolidation..........................................49
   Section 9.07.    Negative Covenants........................................50
   Section 9.08.    Reserved..................................................50
   Section 9.09.    Issuer may Consolidate, Etc., only on Certain Terms.......50
   Section 9.10.    Purchase of Notes.........................................52
   Section 9.11.    Indemnification...........................................52

ARTICLE X MISCELLANEOUS                                                       53

   Section 10.01.   Execution Counterparts....................................53
   Section 10.02.   Compliance Certificates and Opinions, etc.................53
   Section 10.03.   Form of Documents Delivered to Indenture Trustee..........54
   Section 10.04.   Acts of Noteholders.......................................55
   Section 10.05.   Computation of Percentage of Noteholders..................55
   Section 10.06.   Notice to the Indenture Trustee, the Issuer and
                       Certain Other Persons..................................55
   Section 10.07.   Notices to Noteholders; Notification Requirements
                       and Waiver.............................................56
   Section 10.08.   Successors and Assigns....................................56
   Section 10.09.   Separability Clause.......................................56
   Section 10.10.   Governing Law.............................................56
   Section 10.11.   Effect of Headings and Table of Contents..................57
   Section 10.12.   Benefits of Indenture.....................................57
   Section 10.13.   Recording of Indenture....................................57
   Section 10.14.   Non-Recourse Obligation...................................57
   Section 10.15.   Inspection................................................58
   Section 10.16.   Method of Payment.........................................58
   Section 10.17.   No Recourse...............................................58
   Section 10.18.   Bank One..................................................58

Exhibits

Exhibit A      Form of Note
Exhibit B-1A   Form of Transferee Certificate for Transfers of Notes to
                  Qualified Institutional Buyers
Exhibit B-1B   Form of Transferee Certificate for Transfers of Notes to
                  Institutional Accredited Investors

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Exhibit C      Form of Payment Date Report

                                      -iv-

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                                                                     Exhibit 4.1

     INDENTURE, dated as of March 18, 2003, between AMERICREDIT OWNER TRUST
2003-1, a Delaware statutory trust, as issuer (the "Issuer"), and BANK ONE, NA,
a national banking association, not in its individual capacity, but solely as
Indenture Trustee (the "Indenture Trustee") under this Indenture.

                              PRELIMINARY STATEMENT

     The Issuer has duly authorized the execution and delivery of this Indenture
to provide for the issuance of its AmeriCredit Owner Trust 2003-1
Receivables-Backed Notes, Series 2003-1 (the "Notes").

     All things necessary to make the Notes, when the Notes are executed by the
Issuer and authenticated and delivered by the Indenture Trustee hereunder and
duly issued by the Issuer, the valid and legally binding obligations of the
Issuer enforceable in accordance with their terms, and to make this Indenture a
valid and legally binding agreement of the Issuer enforceable in accordance with
its terms, have been done.

                                 GRANTING CLAUSE

     The Issuer hereby Grants to the Indenture Trustee, at the Closing Date, for
the benefit of the Secured Parties, all of the Issuer's right, title and
interest in and to (a) the Receivables; (b) an assignment of 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; (f) the Trust Accounts and all funds on deposit from time to time in
the Trust Accounts, 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 Receivables
Purchase and Contribution Agreement and each RPA Assignment thereunder,
including the delivery requirements, representations and warranties and the cure
and repurchase obligations of AmeriCredit under the Receivables Purchase and
Contribution Agreement and each RPA Assignment thereunder; (h) all items
contained in the Receivable Files and any and all other documents 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 Depositor under the Receivables
Purchase and Contribution Agreement and each RPA Assignment thereunder 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 any Hedge
Agreement; (k) Retained Securities; 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,

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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" or the
"Trust Estate").

     The foregoing Grant is made in trust to secure the payment of principal of
and interest on, and any other amounts owing in respect of, the Notes, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.

     The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder
in accordance with the provisions hereof, and agrees to perform the duties
herein in accordance with the terms of the Indenture.

                                GENERAL COVENANT

     AND IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be
authenticated and delivered by the Indenture Trustee, that the Trust Estate is
to be held by or on behalf of the Indenture Trustee and that monies in the Trust
Estate are to be applied by the Indenture Trustee for the benefit of the Secured
Parties, subject to the further covenants, conditions and trusts hereinafter set
forth, and the Issuer does hereby represent and warrant, and covenant and agree,
to and with the Indenture Trustee, for the equal and proportionate benefit and
security of each Secured Party, as follows:

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     Section 1.01. Definitions.

     Whenever used in this Indenture, including in the Preliminary Statement,
the Granting Clause and the General Covenant hereinabove set forth, capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to them in Annex A hereto or the Trust Agreement.

     Section 1.02. Rules of Construction.

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

     (1) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

     (2) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder means such accounting principles as are
generally accepted in the United States;

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     (3) the word "including" shall be construed to be followed by the words
"without limitation";

     (4) article and section headings are for the convenience of the reader and
shall not be considered in interpreting this Indenture or the intent of the
parties hereto;

     (5) the words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular article,
section or other subdivision; and

     (6) the pronouns used herein are used in the masculine and neuter genders
but shall be construed as feminine, masculine or neuter, as the context
requires.

                                   ARTICLE II

                                    THE NOTES

     Section 2.01. Forms; Denominations.

     The Notes shall be substantially in the forms attached hereto as Exhibits
A-1, A-2 and A-3 provided that any of the Notes may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Indenture, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Notes are admitted to trading, or to conform to general
usage. The Notes will be issued only in registered and certificated form. The
Notes will be issuable only in denominations of not less than $100,000 and in
integral multiples of $0.01 in excess thereof.

     Section 2.02. Execution, Authentication, Delivery and Dating.

     (a) The Notes shall be executed by manual or facsimile signature on behalf
of the Issuer by any Authorized Officer of the Issuer. Notes bearing the manual
or facsimile signatures of individuals who were at any time the authorized
officers of the Issuer shall be entitled to all benefits under this Indenture,
subject to the following sentence, 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.
No Note shall be entitled to any benefit under this Indenture, or be valid for
any purpose, however, unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Indenture Trustee by manual signature, and such certificate of authentication
upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder. All Notes shall be
dated the date of their authentication.

     (b) Upon the written request of the Issuer, the Indenture Trustee shall
and, at the election of the Indenture Trustee, the Indenture Trustee may appoint
one or more agents (each an "Authenticating Agent") with power to act on its
behalf and subject to its direction in the authentication of Notes in connection
with transfers and exchanges under Sections 2.05 and 2.06, as fully to all
intents and purposes as though each such Authenticating Agent had been expressly
authorized by those Sections to authenticate the Notes. For all purposes of this
Indenture, the

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authentication of Notes by an Authenticating Agent shall be deemed to be the
authentication of Notes "by the Indenture Trustee." The Indenture Trustee shall
be the initial Authenticating Agent.

     Any corporation, bank, trust company or association into which any
Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or association resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation, bank, trust company or association
succeeding to the corporate trust business of any Authenticating Agent, shall be
the successor of such Authenticating Agent hereunder, without the execution or
filing of any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation, bank, trust company or
association.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may
at any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and the Issuer. Upon
receiving such notice of resignation or upon such a termination, the Indenture
Trustee may, or at the direction of the Issuer shall, promptly appoint a
successor Authenticating Agent, give written notice of such appointment to the
Issuer and give notice of such appointment to the Noteholders. Upon the
resignation or termination of the Authenticating Agent and prior to the
appointment of a successor, the Indenture Trustee shall act as Authenticating
Agent.

     Each Authenticating Agent shall be entitled to all limitations on
liability, rights of reimbursement and indemnities that the Indenture Trustee is
entitled to hereunder as if it were the Indenture Trustee.

     Section 2.03. Acknowledgment of Receipt of the Receivables.

     (a) The Indenture Trustee, by its execution and delivery of this Indenture,
acknowledges receipt by it of the Receivables, and all other assets delivered to
it and included in the Trust Estate, in good faith and without notice of any
adverse claim, and declares that it holds and will hold such Receivables, and
that it holds and will hold such other assets included in the Trust Estate, on
behalf of all present and future Noteholders.

     (b) The Indenture Trustee shall not be under any duty or obligation to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Receivables delivered to it to determine that the
same are valid, legal, effective, genuine, enforceable, in recordable form,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face.

     The Indenture Trustee shall not assign, sell, dispose of or transfer any
interest in the Receivables or any other asset constituting the Trust Estate
(except as expressly provided herein) or knowingly permit the Receivables or any
other asset constituting the Trust Estate to be subjected to any lien, claim or
encumbrance arising by, through or under the Indenture Trustee or any Person
claiming by, through or under the Indenture Trustee.

                                      -4-

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     Section 2.04. The Notes Generally.

     (a) (i) The aggregate Note Principal Balance of the Class A Notes that may
be authenticated and delivered under this Indenture is limited to $875,000,000
(ii) the aggregate Note Principal Balance of the Class B Notes that may be
authenticated and delivered under this Indenture is limited to $50,000,000 and
(iii) the aggregate Note Principal Balance of the Class C Notes that may be
authenticated and delivered under this Indenture is limited to $30,000,000,
except, in each case, for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections
2.05 and 2.06 below.

     (b) Each Note with the same alphabetical class designation shall rank pari
passu with each other Note of such Class and be equally and ratably secured by
the Trust Estate. All Notes with the same alphabetical class designation shall
be substantially identical except as to denominations and as expressly permitted
in this Indenture.

     (c) Anything in this Indenture, the Note Purchase Agreement or the Notes to
the contrary notwithstanding, the rights of the holders of the Class B Notes to
payment by the Issuer of interest on and principal of the Class B Notes and
other amounts payable on the Class B Notes shall be subordinate and junior to
the Class A Notes, to the extent and in the manner set forth in this Indenture.
If any Event of Default has occurred and has not been cured or waived and
acceleration occurs in accordance with Article IV, the Class A Notes shall be
paid in full in Cash before any further payment or distribution is made on
account of the Class B Notes. The Holders of the Class B Notes agree, for the
benefit of the Holders of the Class A Notes, not to cause the filing of a
petition in bankruptcy against the Issuer for failure to pay to them amounts due
under the Class B Notes or hereunder prior to the date which is one year and one
day (or, if longer, the applicable preference period) after the payment in full
of principal of and interest on the Class A Notes.

     (d) Anything in this Indenture, the Note Purchase Agreement or the Notes to
the contrary notwithstanding, the rights of the holders of the Class C Notes to
payment by the Issuer of interest on and principal of the Class C Notes and
other amounts payable on the Class C Notes shall be subordinate and junior to
the Class B Notes, to the extent and in the manner set forth in this Indenture.
If any Event of Default has occurred and has not been cured or waived and
acceleration occurs in accordance with Article IV, the Class B Notes shall be
paid in full in Cash before any further payment or distribution is made on
account of the Class C Notes. The Holders of the Class C Notes agree, for the
benefit of the Holders of the Class B Notes, not to cause the filing of a
petition in bankruptcy against the Issuer for failure to pay to them amounts due
under the Class C Notes or hereunder prior to the date which is one year and one
day (or, if longer, the applicable preference period) after the payment in full
of principal of and interest on the Class B Notes.

     (e) This Indenture shall evidence a continuing lien on and security
interest in the Trust Estate to secure the full payment of the principal,
interest and other amounts on all the Notes, which (except as otherwise
expressly provided herein) shall in all respects be equally and ratably secured
hereby without preference, priority or distinction on account of the actual time
or times of the authentication and delivery of such Notes.

                                      -5-

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     Section 2.05. Registration of Transfer and Exchange of Notes.

     (a) At all times during the term of this Indenture, there shall be
maintained at the office of a registrar appointed by the Issuer (the "Note
Registrar") a register (the "Note Register") in which, subject to such
reasonable regulations as the Note Registrar may prescribe, the Note Registrar
shall provide for the registration of Notes and of transfers and exchanges of
Notes as herein provided. The Indenture Trustee is hereby initially appointed
(and hereby agrees to act in accordance with the terms hereof) as Note Registrar
for the purpose of registering Notes and transfers and exchanges of Notes as
herein provided. The Indenture Trustee may appoint, by a written instrument
delivered to the Issuer, any other bank or trust company to act as Note
Registrar under such conditions as the Indenture Trustee may prescribe, provided
that the Indenture Trustee shall not be relieved of any of its duties or
responsibilities hereunder as Note Registrar by reason of such appointment. If
the Indenture Trustee resigns or is removed in accordance with the terms hereof,
the successor trustee shall immediately succeed to its predecessor's duties as
Note Registrar. The Issuer and the Noteholders shall have the right to inspect
the Note Register or to obtain a copy thereof at all reasonable times upon
reasonable prior notice, and to rely conclusively upon a certificate of the Note
Registrar as to the information set forth in the Note Register.

     (b) No transfer, sale, pledge or other disposition of any Note or interest
therein shall be made unless that transfer, sale, pledge or other disposition is
exempt from the registration and/or qualification requirements of the 1933 Act
and any applicable state securities laws, or is otherwise made in accordance
with the 1933 Act and such state securities laws. If a transfer of any Note is
to be made without registration under the 1933 Act (other than in connection
with the initial issuance thereof), then the Note Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) either (i) a certificate from the prospective transferee
substantially in the form attached either as Exhibit B-1A hereto or as Exhibit
B-1B hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Issuer
and the Indenture Trustee to the effect that such transfer may be made without
registration under the 1933 Act (which Opinion of Counsel shall not be an
expense of the Trust Estate or of the Issuer, the Indenture Trustee or the Note
Registrar in their respective capacities as such), together with the written
certifications as to the facts surrounding such transfer from the Noteholder
desiring to effect such transfer or such Noteholder's prospective transferee on
which such Opinion of Counsel is based. None of the Issuer, the Indenture
Trustee or the Note Registrar is obligated to register or qualify any Notes
under the 1933 Act or any other securities law or to take any action not
otherwise required under this Indenture to permit the transfer of any Note or
interest therein without registration or qualification. Any Noteholder desiring
to effect a transfer of Notes or interests therein shall, and does hereby agree
to, indemnify the Issuer, the Indenture Trustee, and the Note Registrar against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

     (c) No transfer of a Note or any interest therein shall be made to any
employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and bank collective investment
funds, insurance company general separate accounts and other entities in which
such plans, accounts or arrangements are invested, that is subject to ERISA or
the Code (each, a "Plan"), or to any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee

                                      -6-

<PAGE>

of, or with assets of a Plan, if any such transfer will result in any prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code. Accordingly,
each purchaser of a Note will be required to certify that either (i) no part of
the assets to be used by it to acquire and hold the Notes constitutes assets of
any Plan or (ii) one or more statutory or administrative exemptions applies,
such that its acquisition and holding of the Notes does not and will not
constitute or otherwise result in a nonexempt prohibited transaction in
violation of Section 406 of ERISA or Section 4975 of the Code.

     (d) If a Person is acquiring any Note or interest therein as a fiduciary or
agent for one or more accounts, such Person shall be required to certify that it
has (i) sole investment discretion with respect to each such account and (ii)
full power to make the foregoing acknowledgments, representations, warranties,
certifications and agreements with respect to each such account as set forth in
subsections (b) and (c) of this Section 2.05.

     (e) Subject to the preceding provisions of this Section 2.05, upon
surrender for registration of transfer of any Note at the offices of the Note
Registrar maintained for such purpose, the Issuer shall execute and the
Indenture Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of a like aggregate Note
Principal Balance.

     (f) At the option of any Noteholder, its Notes may be exchanged for other
Notes of authorized denominations of a like aggregate Note Principal Balance,
upon surrender of the Notes to be exchanged at the offices of the Note Registrar
maintained for such purpose. Whenever any Notes are so surrendered for exchange,
the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver the Notes which the Noteholder making the exchange is entitled to
receive.

     (g) Every Note presented or surrendered for transfer or exchange shall (if
so required by the Note Registrar) be duly endorsed by, or be accompanied by a
written instrument of transfer in the form satisfactory to the Note Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.

     (h) No service charge shall be imposed for any transfer or exchange of
Notes, but the Issuer, the Indenture Trustee or 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 transfer or exchange of Notes.

     (i) All Notes surrendered for transfer and exchange shall be physically
canceled by the Note Registrar, and the Note Registrar shall dispose of such
canceled Notes in accordance with its standard procedures.

     (j) The Note Registrar or the Indenture Trustee shall provide to each of
the Issuer and any Noteholder, upon reasonable written request and at the
expense of the requesting party, an updated copy of the Note Register.

                                      -7-

<PAGE>

     Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes.

     If any mutilated Note is surrendered to the Note Registrar, the Issuer
shall execute and the Indenture Trustee shall authenticate and deliver, in
exchange therefor, a new Note of the same principal amount and bearing a number
not contemporaneously outstanding.

     If there shall be delivered to the Issuer, the Indenture Trustee and the
Note Registrar (i) evidence to their satisfaction of the destruction (including
mutilation tantamount to destruction), loss or theft of any Note and the
ownership thereof, and (ii) such security or indemnity as may be reasonably
required by them to hold each of them, and any agent of any of them harmless,
then, in the absence of notice to the Issuer or the Note Registrar that such
Note has been acquired by a bona fide purchaser, the Issuer shall execute and
the Indenture Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Note, a new Note of the same tenor and denomination
registered in the same manner, dated the date of its authentication and bearing
a number not contemporaneously outstanding.

     Upon the issuance of any new Note under this Section 2.06, the Issuer, the
Indenture Trustee and the Note Registrar may require the payment by the
Noteholder of an amount sufficient to pay or discharge any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the
Authenticating Agent and the Indenture Trustee) in connection therewith.

     Every new Note issued pursuant to this Section 2.06 in lieu of any
destroyed, mutilated, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
mutilated, lost or stolen Note shall be at any time enforceable by any Person,
and such new Note 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 2.06 are exclusive and shall preclude (to
the extent permitted by applicable law) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Notes.

     Section 2.07. Noteholder Lists.

     The Note Registrar shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders, which list, upon request, will be made available to the Indenture
Trustee insofar as the Indenture Trustee is no longer the Note Registrar. Upon
written request of any Noteholder at the Noteholder's expense made for purposes
of communicating with other Noteholders with respect to their rights under this
Indenture, the Note Registrar shall promptly furnish such Noteholder with a list
of the other Noteholders of record identified in the Note Register at the time
of the request. Every Noteholder, by receiving such access, agrees with the Note
Registrar that the Note Registrar will not be held accountable in any way by
reason of the disclosure of any information as to the names and addresses of any
Noteholder regardless of the source from which such information was derived.

                                      -8-

<PAGE>

     Section 2.08. Persons Deemed Owners.

     The Issuer, the Indenture Trustee, the Note Registrar and any agents of any
of them, may treat the Person in whose name a Note is registered as the owner of
such Note for the purpose of receiving payments of principal, interest and other
amounts in respect of such Note and for all other purposes, whether or not such
Note shall be overdue, and none of the Issuer, the Indenture Trustee, the Note
Registrar or any agents of any of them, shall be affected by notice to the
contrary.

     Section 2.09. Accounts.

     (a) In accordance with the Sale and Servicing Agreement, on or prior to the
date hereof, the Indenture Trustee shall establish in its name, as Indenture
Trustee, the Collection Account, the Note Payment Account and the Collateral
Account. The Note Payment Account and the Collateral Account may be sub-accounts
of the Collection Account. All amounts received by the Indenture Trustee,
including, without limitation, any Retained Securities and amounts received from
the Receivables Seller, shall be deposited into the Collection Account within
one (1) Business Day following receipt by the Indenture Trustee and shall be
applied in accordance with the terms of this Indenture. In addition, the
Receivables Seller or the Depositor may, from time to time, deposit additional
funds into the Collateral Account to be applied for the purposes set forth
herein.

     (b) Upon the satisfaction and discharge of this Indenture pursuant to
Section 3.01 of this Indenture, including, without limitation, the payment in
full of all amounts due the Indenture Trustee under this Indenture and the other
Basic Documents, the Indenture Trustee shall pay to the Issuer all amounts, if
any, held by it remaining as part of the Trust Estate.

     Section 2.10. Payments on the Notes.

     (a) Subject to Section 2.10(b), the Issuer agrees to pay

          (i) on each Payment Date prior to the Maturity Date, interest on and
     principal of the Notes and other amounts payable on the Notes in the
     amounts and in accordance with the priorities set forth in Section 2.10(c);
     and

          (ii) on the Maturity Date, the entire Note Principal Balance of the
     Notes, together with all accrued and unpaid interest thereon and all other
     amounts due in respect of the Notes.

     Amounts properly withheld under the Code by any Person from a payment to
any holder of a Note of interest, principal or other amounts, or any such
payment set aside on the Final Payment Date for such Note as provided in Section
2.10(b), shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.

     (b) With respect to each Payment Date, any interest, principal and other
amounts payable on the Notes shall be paid to the Person that is the registered
holder thereof at the close of business on the related Record Date; provided,
however, that interest, principal and other amounts payable at the Final Payment
Date of any Note shall be payable only against surrender

                                      -9-

<PAGE>

thereof at the Corporate Trust Office of the Indenture Trustee. Payments of
interest, principal and other amounts on the Notes shall be made on the
applicable Payment Date other than the Final Payment Date, subject to applicable
laws and regulations, by wire transfer to such account as such Noteholder shall
designate by written instruction received by the Indenture Trustee not later
than the Record Date related to the applicable Payment Date or otherwise by
check mailed on or before the Payment Date to the Person entitled thereto at
such Person's address appearing on the Note Register. The Indenture Trustee
shall pay each Note in whole or in part as provided herein on its Final Payment
Date in immediately available funds from funds in the Note Payment Account as
promptly as possible after presentation to the Indenture Trustee of such Note at
its Corporate Trust Office but shall initiate such payment no later than 3:00
p.m., New York City time, on the day of such presentation, provided, that such
presentation has been made no later than 1:00 p.m., New York City time. If
presentation is made after 1:00 p.m., New York City time, on any day, such
presentation shall be deemed to have been made on the immediately succeeding
Business Day.

     Except as provided in the following sentence, if a Note is issued in
exchange for any other Note during the period commencing at the close of
business at the office or agency where such exchange occurs on any Record Date
and ending before the opening of business at such office or agency on the
related Payment Date, no interest, principal or other amounts will be payable on
such Payment Date in respect of such new Note, but will be payable on such
Payment Date only in respect of the prior Note. Interest, principal and other
amounts payable on any Note issued in exchange for any other Note during the
period commencing at the close of business at the office or agency where such
exchange occurs on the Record Date immediately preceding the Final Payment Date
for such Notes and ending on the Final Payment Date for such Notes, shall be
payable to the Person that surrenders the new Note as provided in this Section
2.10(b).

     All payments of interest, principal and other amounts made with respect to
any Class of Notes will be allocated pro rata among the Outstanding Notes of
such Class based on the initial Note Principal Balance thereof.

     If any Note on which the final payment was due is not presented for payment
on its Final Payment Date, then the Indenture Trustee shall set aside such
payment in a segregated account separate from the Note Payment Account but which
constitutes an Eligible Deposit Account, and the Indenture Trustee and the
Issuer shall act in accordance with Section 5.10 in respect of the unclaimed
funds.

     (c) On each Payment Date, relying solely on the information provided in the
Servicer's Certificate, the Indenture Trustee shall deposit the Available Funds
from the Collection Account and the Collateral Account into the Note Payment
Account and withdraw from the Note Payment Account and apply the Available Funds
for such Payment Date for the following purposes and in the following order of
priority, in each case to the extent of remaining funds:

          (i) to the Indenture Trustee and the Custodian, (A) an amount equal to
     the sum of the Indenture Trustee Fee and the Custodian Fee for such Payment
     Date, plus all accrued and unpaid Indenture Trustee Fees and Custodian
     Fees, if any, for prior Payment Dates and (B) all amounts to which the
     Indenture Trustee and the Custodian are entitled

                                      -10-

<PAGE>

     to reimbursement in accordance with this Indenture and the Custodian
     Agreement, not to exceed the Trustee and Custodian Cap;

          (ii) to the Owner Trustee, (A) any Owner Trustee fees and expenses and
     any accrued fees and expenses of the Owner Trustee (to the extent such fees
     and expenses have not been previously paid by AmeriCredit) and (B) all
     amounts to which the Owner Trustee is entitled to reimbursement in
     accordance with the Trust Agreement, not to exceed $100,000 in the
     aggregate in any calendar year, provided that any amounts not paid in a
     calendar year due to such limitation may be paid in the subsequent calendar
     year (subject to the limitation applicable to such subsequent calendar
     year);

          (iii) to the Master Servicer, (A) all expenses incurred by the Master
     Servicer in the course of repossessing and liquidating Financed Vehicles
     into cash proceeds, not to exceed the aggregate Liquidation Proceeds, (B)
     an amount equal to the sum of the Master Servicer Fee for such Payment
     Date, plus all accrued and unpaid Master Servicer Fees, if any, for prior
     Payment Dates, (C) all other amounts to which the Master Servicer is
     entitled to reimbursement in accordance with the Basic Documents (including
     in its capacity as successor Servicer), provided, however, that with
     respect to payments pursuant to subclauses (B) and (C), such total payments
     shall not exceed, for the first 48 Payment Dates following the Closing
     Date, $83,333 per month, and for the 49th Payment Date through the 72nd
     Payment Date, $41,666 per month, provided that any amounts not paid in a
     month due to such limitation may be paid in any subsequent month (subject
     to the limitation applicable to such subsequent month), provided, further,
     that any portion of the foregoing limitations that is not applied to the
     payment of reimbursements in the specified period may be applied to
     increase the limitation for any subsequent period, and (D) if the Master
     Servicer is the successor Servicer, any Ancillary Payments for such Payment
     Date;

          (iv) to the Servicer, (A) an amount equal to the sum of the Servicing
     Fee for such Payment Date, plus all accrued and unpaid Servicing Fees, if
     any, for prior Payment Dates; (B) all amounts to which the Servicer is
     entitled to reimbursement in accordance with the Basic Documents, not to
     exceed $20,000 per month, provided that any amounts not paid in a month due
     to such limitation may be paid in any subsequent month (subject to the
     limitation applicable to such subsequent month), and (C) any Ancillary
     Payments for such Payment Date;

          (v) to any Hedge Counterparty, any amounts due to such Hedge
     Counterparty under the related Hedge Agreement (other than Default
     Termination Payments);

          (vi) during the Facility Period:

               (A)  to the Class A Noteholders, an amount equal to the sum of
                    the Interest Distributable Amount for the Class A Notes for
                    such Payment Date, plus any Interest Carryover Shortfall, if
                    any, for prior Payment Dates;

                                      -11-

<PAGE>

               (B)  to the Noteholders and the other Indemnified Parties (other
                    than the Class B Noteholders, the Indenture Trustee, the
                    Custodian, the Owner Trustee, the Securities Intermediary,
                    the Master Servicer and the Servicer), any amounts then due
                    to Noteholders and such Indemnified Parties under any of the
                    Basic Documents (and not otherwise payable pursuant to
                    another subclause of this Section 2.10(c)(vi));

               (C)  to the Depositor, an amount equal to the Sales Price of any
                    Receivables to be acquired by the Issuer and Granted to the
                    Indenture Trustee pursuant to this Indenture on such Payment
                    Date;

               (D)  to the Class A Noteholders, in respect of principal of the
                    Class A Notes, an amount equal to the Overcollateralization
                    Shortfall on such Payment Date, taking into account any
                    Receivables to be acquired by the Issuer and Granted to the
                    Indenture Trustee pursuant to this Indenture on such Payment
                    Date;

               (E)  to the Noteholders (other than the Class B Noteholders), an
                    amount equal to all Hedging Costs incurred by the
                    Noteholders (other than the Class B Noteholders) in respect
                    of the Receivables and not previously reimbursed;;

               (F)  to the Indenture Trustee, the Custodian, the Owner Trustee,
                    the Securities Intermediary, the Custodian and the Master
                    Servicer, all reasonable fees, expenses and indemnities to
                    which each of the Indenture Trustee, the Owner Trustee, the
                    Securities Intermediary, the Custodian and the Master
                    Servicer is entitled to payment and has not been previously
                    reimbursed pursuant to Section 2.10(c)(i), (ii) or (iii)
                    above (to the extent expressly set forth under this
                    Indenture or the other Basic Documents);

               (G)  to the Servicer, all reasonable expenses and indemnities to
                    which the Servicer is entitled to payment and has not been
                    previously reimbursed pursuant to Section 2.10(c)(iv) above
                    (to the extent expressly set forth under this Indenture or
                    the other Basic Documents);

               (H)  to the Hedge Counterparties, any Default Termination
                    Payments; and

               (I)  to the Certificateholders, the remaining Available Funds;

          (vii) following the Facility Termination Date:

               (A)  to the Class A Noteholders, an amount equal to the sum of
                    the Interest Distributable Amount for the Class A Notes for
                    such

                                      -12-

<PAGE>

                    Payment Date, plus any Interest Carryover Shortfall, if any,
                    for prior Payment Dates;

               (B)  to the Noteholders and the other Indemnified Parties (other
                    than the Class B Noteholders, the Indenture Trustee, the
                    Custodian, the Owner Trustee, the Securities Intermediary,
                    the Master Servicer and the Servicer), any amounts then due
                    to such Noteholders and such Indemnified Parties under any
                    of the Basic Documents (and not otherwise payable pursuant
                    to another subclause of this Section 2.10(c)(vii));

               (C)  to the Class A Noteholders, in respect of principal of the
                    Class A Notes, until the Note Principal Balance of the Class
                    A Notes is reduced to zero;

               (D)  to the Noteholders and AmeriCredit, an amount equal to all
                    Hedging Costs incurred by the Noteholders and AmeriCredit,
                    respectively, in respect of the Receivables and not
                    previously reimbursed;

               (E)  to the Class B Noteholders, first, an amount equal to the
                    sum of the Interest Distributable Amount for the Class B
                    Notes for such Payment Date, plus any Interest Carryover
                    Shortfall, if any for prior Payment Dates, then, in respect
                    of principal of the Class B Notes, until the Note Principal
                    Balance of the Class B Notes is reduced to zero;

               (F)  to the Class C Noteholders, first, an amount equal to the
                    sum of the Interest Distributable Amount for the Class C
                    Notes for such Payment Date, plus any Interest Carryover
                    Shortfall, if any for prior Payment Dates, then, in respect
                    of principal of the Class C Notes, until the Note Principal
                    Balance of the Class C Notes is reduced to zero;

               (G)  to the Persons entitled thereto, any amounts payable by the
                    Issuer pursuant to this Indenture or the other Basic
                    Documents;

               (H)  to the Hedge Counterparties, any Default Termination
                    Payments; and

               (I)  to the Certificateholders, the remaining Available Funds.

     Notwithstanding the foregoing, the Redemption Price paid in connection with
the redemption of the Notes in accordance with Section 2.16(b) or (c) shall be
applied for the foregoing purposes without payment of any amounts due to the
Class B Noteholders or the Certificateholders.

                                      -13-

<PAGE>

     Section 2.11. Final Payment Notice.

     (a) Notice of final payment under Section 2.10(b) shall be given by the
Indenture Trustee not later than the 5th day prior to the Final Payment Date to
each Noteholder as of the close of business on the Record Date preceding the
Final Payment Date at such Noteholder's address appearing in the Note Register,
and also to the Initial Noteholder and the Issuer.

     (b) All notices of final payment in respect of the Notes shall state (i)
the Final Payment Date, (ii) the amount of the final payment for such Notes and
(iii) the place where such Notes are to be surrendered for payment, which shall
be the Corporate Trust Office of the Indenture Trustee.

     (c) Notice of final payment of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Issuer. Failure to give notice of
final payment, or any defect therein, to any Noteholder shall not impair or
affect the validity of the final payment of any other Note.

     Section 2.12. Compliance with Withholding Requirements.

     (a) Notwithstanding any other provision of this Indenture, the Indenture
Trustee shall comply with all Federal withholding requirements with respect to
payments to Noteholders of interest, original issue discount, or other amounts
that the Indenture Trustee reasonably believes are applicable under the Code.
The consent of Noteholders shall not be required for any such withholding.

     (b) Notwithstanding anything to the contrary herein, if at any time or from
time to time taxes, levies, imposts, deductions, charges or withholdings
("Taxes") are required to be deducted or withheld from the payments required to
be made to any Noteholder hereunder (other than the Class B Noteholders), all
payment required to be made by the Issuer hereunder (including any additional
amounts that may be payable pursuant to this clause (b)) shall be increased to
the extent required so that the net amount received by any such Noteholder
(other than the Class B Noteholders) after the deduction or withholding of Taxes
will be not less than the full amount that would otherwise have been receivable
had no such deduction or withholding been imposed.

     Section 2.13. Cancellation.

     The Issuer may at any time deliver to the Note Registrar for cancellation
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 Note Registrar.

     All Notes delivered to the Indenture Trustee for payment shall be forwarded
to the Note Registrar. All such Notes and all Notes surrendered for transfer and
exchange in accordance with the terms hereof shall be canceled and disposed of
by the Note Registrar in accordance with its customary procedures.

                                      -14-

<PAGE>

     Section 2.14. Reserved.

     Section 2.15. Collateral Account.

     (a) On the Closing Date, the Receivables Seller shall wire transfer
$135,000 to the Indenture Trustee for deposit into the Collateral Account. On
the Payment Date following the issuance of a Trust Receipt with respect to all
of the Custodian Files relating to the Receivables transferred on the Closing
Date (other than Custodian Files that have been released to the Servicer in
accordance with the Custodian Agreement), as certified to the Indenture Trustee
by the Servicer, the Indenture Trustee shall deposit the $135,000 into the Note
Payment Account to be applied to the payment of the Custodian Fee related to the
Custodian's review of the Custodian Files relating to the Receivables
transferred on the Closing Date. Such amount shall be applied for such purpose
without regard to, and shall not be counted towards, the annual limitation on
Custodian expenses set forth in Section 2.10(c)(i).

     (b) The Indenture Trustee shall deposit or cause to be deposited in the
Collateral Account any amounts contributed by the Receivables Seller or the
Depositor at the discretion of the Receivables Seller and the Depositor, to the
Issuer for deposit into the Collateral Account. If, on any Payment Date during
the Funding Period, the Available Funds for such Payment Date is insufficient to
pay the amounts required to be paid pursuant to clauses (i) through (vi)(E) of
Section 2.10(c) or, on any Payment Date after the Facility Period, the Available
Funds is insufficient to pay any of the amounts required to be paid pursuant to
clauses (i) through (vii)(D) or clause (vii)(F), the Indenture Trustee shall
withdraw the amount of such shortfall from the Collateral Account and deposit
the same into the Note Payment Account to be applied to the payment of such
items, provided that the Indenture Trustee shall not apply any such amounts to
the payment to AmeriCredit of amounts due pursuant to clauses (vi)(E) or
(vii)(D). If there are remaining funds in the Collateral Account following the
payment of such items, the Indenture Trustee shall withdraw the amount of such
shortfall from the Collateral Account and deposit the same into the Note Payment
Account to be applied to the payment of any amounts due pursuant to Section
2.10(c).

     Upon payment in full of all of the Issuer Obligations, the Indenture
Trustee shall release all amounts remaining in the Collateral Account to or at
the direction of the Issuer.

     Section 2.16. Redemption of the Notes.

     (a) Except as set forth in clauses (b) or (c) hereof, the Notes shall not,
either individually or collectively, be subject to mandatory or optional
redemption by the Issuer or any other Person after the issuance thereof.

     (b) On any Payment Date following the Facility Termination Date on which
the aggregate Note Principal Balance of the Notes is less than or equal to 10%
of the Note Principal Balance as of the end of the Facility Period, the Servicer
may effect the early redemption of the Notes by purchasing all of the
Receivables remaining in the Trust Estate at such time at the Redemption Price.
The Servicer shall give written notice (a "Notice of Repurchase") of its intent
to effect the early redemption of the Notes pursuant to this Section 2.16(b) to
the Indenture

                                      -15-

<PAGE>

Trustee, the Issuer and the Noteholders at least 30 days prior to the Payment
Date on which such payment shall be made.

     (c) On any date following the Facility Termination Date through and
including the Redemption Termination Date, or on any date on which the Trust
Estate consists of Retained Securities only, upon the direction of the
Certificateholders, the Issuer may provide written notice (the "Redemption
Notice") to the Indenture Trustee and the Noteholders of its election to effect
the early redemption of the Notes on the date, not later than the fifth Business
Day after delivery of the Redemption Notice, specified in the Redemption Notice
(the "Redemption Date"). Not later than 10:00 a.m. New York City time on the
Redemption Date, the Issuer shall pay the Redemption Price to the Indenture
Trustee and the Indenture Trustee shall apply the Redemption Price in accordance
with Section 2.10(c).

     Section 2.17. Securities Accounts

     (a) The Issuer and the Indenture Trustee hereby appoint Bank One, NA as
securities intermediary (in such capacity, the "Securities Intermediary") with
respect to each of the Trust Accounts. The Security Entitlements and all
Financial Assets credited to the Trust Accounts, including without limitation
all amounts, securities, investments, Financial Assets, investment property and
other property from time to time deposited in or credited to such account and
all proceeds thereof, held from time to time in the Trust Accounts will continue
to be held by the Securities Intermediary for the Indenture Trustee for the
benefit of the Secured Parties. Upon the termination of this Indenture, the
Indenture Trustee shall inform the Securities Intermediary of such termination.
By acceptance of their Notes or interests therein, the Noteholders and all
beneficial owners of Notes shall be deemed to have appointed Bank One, NA as
Securities Intermediary. Bank One, NA hereby accepts such appointment as
Securities Intermediary.

          (i) With respect to any portion of the Trust Estate that is credited
     to the Trust Accounts, the Securities Intermediary agrees that:

               (A) with respect to any portion of the Trust Estate that is held
          in deposit accounts, each such deposit account shall be subject to the
          security interest granted pursuant to this Indenture, and the
          Securities Intermediary shall comply with instructions originated by
          the Indenture Trustee directing dispositions of funds in the deposit
          accounts without further consent of the Issuer and otherwise shall be
          subject to the exclusive custody and control of the Securities
          Intermediary, and the Securities Intermediary shall have sole
          signature authority with respect thereto;

               (B) the sole assets permitted in the Trust Accounts shall be
          those that the Securities Intermediary agrees to treat as Financial
          Assets;

               (C) any portion of the Trust Estate that is, or is treated as, a
          Financial Asset shall be physically delivered (accompanied by any
          required endorsements) to, or credited to an account in the name of,
          the Securities Intermediary or other eligible institution maintaining
          any Trust Account in accordance with the Securities Intermediary's
          customary procedures such that the Securities

                                      -16-

<PAGE>

          Intermediary or such other institution establishes a Security
          Entitlement in favor of the Indenture Trustee with respect thereto
          over which the Securities Intermediary or such other institution has
          control; and

               (D) it will use reasonable efforts to promptly notify the
          Indenture Trustee and the Issuer if any other Person claims that it
          has a property interest in a Financial Asset in any Trust Account and
          that it is a violation of that Person's rights for anyone else to
          hold, transfer or deal with such Financial Asset.

          (ii) The Securities Intermediary hereby confirms that (A) each Trust
     Account is an account to which Financial Assets are or may be credited, and
     the Securities Intermediary shall, subject to the terms of this Indenture,
     treat the Indenture Trustee as entitled to exercise the rights that
     comprise any Financial Asset credited to any Trust Account, (B) any portion
     of the Trust Estate in respect of any Trust Account will be promptly
     credited by the Securities Intermediary to such account, and (C) all
     securities or other property underlying any Financial Assets credited to
     any Trust Account shall be registered in the name of the Securities
     Intermediary, endorsed to the Securities Intermediary or in blank or
     credited to another securities account maintained in the name of the
     Securities Intermediary, and in no case will any Financial Asset credited
     to any Trust Account be registered in the name of the Issuer, the Servicer,
     the Depositor or the Receivables Seller, payable to the order of the
     Issuer, the Servicer, the Depositor or the Receivables Seller or specially
     endorsed to any of such Persons.

          (iii) If at any time the Securities Intermediary shall receive an
     Entitlement Order from the Indenture Trustee directing transfer or
     redemption of any Financial Asset relating to any Trust Account, the
     Securities Intermediary shall comply with such Entitlement Order without
     further consent by the Issuer, the Servicer, the Depositor, the Receivables
     Seller or any other Person. If at any time the Indenture Trustee notifies
     the Securities Intermediary in writing that this Indenture has been
     discharged in accordance herewith, then thereafter if the Securities
     Intermediary shall receive any order from the Issuer directing transfer or
     redemption of any Financial Asset relating to any Trust Account, the
     Securities Intermediary shall comply with such Entitlement Order without
     further consent by the Indenture Trustee or any other Person.

          (iv) In the event that the Securities Intermediary has or subsequently
     obtains by agreement, operation of law or otherwise a security interest in
     any Trust Account or any Financial Asset or Security Entitlement credited
     thereto, the Securities Intermediary hereby agrees that such security
     interest shall be subordinate to the security interest of the Indenture
     Trustee. The Financial Assets and Security Entitlements credited to the
     Trust Accounts will not be subject to deduction, set-off, banker's lien, or
     any other right in favor of any Person other than the Indenture Trustee in
     the case of the Trust Accounts.

          (v) There are no other agreements entered into between the Securities
     Intermediary in such capacity, and the Securities Intermediary agrees that
     it will not enter into any agreement with, the Issuer, the Servicer, the
     Depositor, the Receivables Seller or any other Person with respect to any
     Trust Account. In the event of any conflict between

                                      -17-

<PAGE>

     this Indenture (or any provision of this Indenture) and any other agreement
     now existing or hereafter entered into, the terms of this Indenture shall
     prevail.

          (vi) The rights and powers granted herein to the Indenture Trustee
     have been granted in order to perfect its interest in the Trust Accounts
     and the Security Entitlements to the Financial Assets credited thereto, and
     are powers coupled with an interest and will neither be affected by the
     bankruptcy of the Issuer, the Servicer, the Depositor or the Receivables
     Seller nor by the lapse of time. The obligations of the Securities
     Intermediary hereunder shall continue in effect until the interest of the
     Indenture Trustee in the Trust Accounts and in such Security Entitlements,
     has been terminated pursuant to the terms of this Indenture and the
     Indenture Trustee has notified the Securities Intermediary of such
     termination in writing.

     (b) Capitalized terms used in this Section 2.17 and not defined herein
shall have the meanings assigned to such terms in the New York UCC. For purposes
of Section 8-110(e) of the New York UCC, the "securities intermediary's
jurisdiction" shall be the State of New York.

     (c) None of the Securities Intermediary or any director, officer, employee
or agent of the Securities Intermediary shall be under any liability to the
Indenture Trustee or the Secured Parties for any action taken, or not taken, in
good faith pursuant to this Indenture, or for errors in judgment; provided,
however, that this provision shall not protect the Securities Intermediary
against any liability to the Indenture Trustee or the Secured Parties which
would otherwise be imposed by reason of the Securities Intermediary's willful
misconduct, bad faith or negligence in the performance of its obligations or
duties hereunder. The Securities Intermediary and any director, officer,
employee or agent of the Securities Intermediary may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. The Securities Intermediary
shall be under no duty to inquire into or investigate the validity, accuracy or
content of such document. The Issuer shall indemnify the Securities Intermediary
for and hold it harmless against any loss, liability or expense arising out of
or in connection with this Indenture and carrying out it duties hereunder,
including the costs and expenses of defending itself against any claim of
liability, except in those cases where the Securities Intermediary has been
guilty of bad faith, negligence or willful misconduct. The foregoing
indemnification shall survive any termination of this Indenture.

     (d) Prior to the date which is one year and one day, or if longer the
applicable preference period then in effect, after the payment in full of all of
the Notes, the Securities Intermediary will not institute against, or join any
other Person in instituting against, the Issuer any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other proceedings under
any bankruptcy, insolvency, reorganization or similar law in any jurisdiction.

                                      -18-

<PAGE>

                                  ARTICLE III

                           SATISFACTION AND DISCHARGE

     Section 3.01. Satisfaction and Discharge of Indenture.

     This Indenture shall cease to be of further effect except as to (i) any
surviving rights herein expressly provided for, including any rights of transfer
or exchange of Notes herein expressly provided for, (ii) in the case of clause
(1)(B) below, the rights of the Noteholders hereunder to receive payment of the
Note Principal Balance of and interest on the Notes and any other rights of the
Noteholders hereunder, and (iii) the provisions of Section 3.02 herein, when

     (1) either (A) all Notes theretofore authenticated and delivered (other
than (i) Notes which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.06 and (ii) Notes for which payment of
money has theretofore been deposited in the Note Payment Account by the
Indenture Trustee and thereafter repaid to the Issuer or discharged from such
trust, as provided in Section 5.10) have been delivered to the Note Registrar
for cancellation; or (B) all such Notes not theretofore delivered to the Note
Registrar for cancellation (i) have become due and payable, or (ii) will become
due and payable on the next Payment Date, and in the case of clause (B)(i) or
(B)(ii) above, cash in an amount sufficient to pay and discharge the entire
indebtedness on such Notes not theretofore delivered to the Note Registrar for
cancellation or sufficient to pay the Note Principal Balance thereof and any
interest thereon accrued to the date of such deposit (in the case of Notes which
have become due and payable) or to the end of the Accrual Period for the next
Payment Date has been deposited with the Indenture Trustee as trust funds in
trust for these purposes;

     (2) the Issuer has paid or caused to be paid all other sums payable or
reasonably expected to become payable by the Issuer to the Indenture Trustee and
each of the Secured Parties;

     (3) the Issuer has delivered to the Indenture Trustee an Officer's
Certificate of the Issuer stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with; and

     (4) the Issuer has furnished to the Indenture Trustee a Tax Opinion with
respect to the actions contemplated by this Section 3.01.

     Notwithstanding the foregoing, the obligations of the Issuer to the
Indenture Trustee under Section 5.04 hereof and the obligations of the Indenture
Trustee to the Noteholders under Section 3.02 hereof shall survive satisfaction
and discharge of this Indenture.

     Section 3.02. Application of Trust Money.

     Subject to the provisions of Sections 2.10, 2.15 and 5.10, all Cash
deposited with the Indenture Trustee pursuant to Section 3.01 shall be held in
the Note Payment Account and applied by the Indenture Trustee, in accordance
with the provisions of the Notes and this Indenture to pay the Persons entitled
thereto.

                                      -19-

<PAGE>

                                   ARTICLE IV

                           EVENTS OF DEFAULT; REMEDIES

     Section 4.01. Events of Default.

     "Event of Default," wherever used herein with respect to the Notes, 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):

     (a) any failure to pay all interest on and principal of any Class A Note
when the same shall be due and payable (without regard to any limitation based
on the Available Funds) or any failure to pay all interest on and principal of
the Class B and Class C Notes on the Maturity Date; or

     (b) any failure by the Issuer, the Servicer, the Receivables Seller or the
Depositor to make (or cause to be made) any payment, transfer or deposit, or
deliver (or cause to be delivered) to the Indenture Trustee any proceeds or
payment required to be so delivered under the terms of this Indenture or any of
the other Basic Documents; or

     (c) any failure on the part of the Issuer, the Servicer, the Depositor or
the Receivables Seller duly to observe or perform any covenants or agreements of
it in any of the Basic Documents and such failure continues for a period of ten
days; or

     (d) the entry of a decree or order for relief by a court or agency or
supervisory authority having jurisdiction in respect of the Issuer, the
Depositor, the Receivables Seller or AmeriCredit Corp. for the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official in any insolvency, conservatorship, receivership, readjustment
of debt, marshalling of assets and liabilities or similar proceedings for the
Issuer, the Depositor, the Receivables Seller or AmeriCredit Corp. or of any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Issuer, the Depositor, the Receivables Seller or AmeriCredit
Corp.; or

     (e) the Issuer, the Depositor, the Receivables Seller or AmeriCredit Corp.
shall voluntarily commence liquidation, consent to the appointment of a
conservator or receiver or liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Issuer, the Depositor, the Receivables Seller
or AmeriCredit Corp. or of or relating to all or substantially all of its
property; or the Issuer, the Depositor, the Receivables Seller or AmeriCredit
Corp. shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations; or

     (f) the Issuer or the Trust Estate shall have become subject to
registration as an "investment company" within the meaning of the Investment
Company Act; or

                                      -20-

<PAGE>

     (g) the Issuer shall fail to own the Trust Estate free and clear of liens
other than the liens contemplated hereby or the Issuer shall fail to have
granted to or maintained in the Indenture Trustee a first priority perfected
security interest in the Trust Estate; or

     (h) the Depositor sells, transfers, pledges or otherwise disposes of any of
the Certificates or the Class B Notes, whether voluntarily or by operation of
law, foreclosure or other enforcement by a Person of its remedies against the
Depositor; or

     (i) the Servicer fails to deposit the gross collections in respect of the
Receivables to the Collection Account, except for nominal amounts as a result of
inadvertence, error or oversight, which are corrected within two Business Days;
or

     (j) the Receivables Seller or the Servicer or the Master Servicer fails to
deliver any of the Servicer Reports or Master Servicer Certificate, respectively
required to be delivered under any of the Basic Documents and such failure
continues for two or more Business Days; or

     (k) an Overcollateralization Shortfall exists on any Payment Date following
application of the Available Funds on such Payment Date; or

     (l) on any Payment Date prior to the Facility Termination Date, the
Receivables Seller fails to sell and/or contribute Receivables to the Depositor
or the Depositor fails to sell and/or contribute Receivables to the Issuer with
a Collateral Value not less than the sum of the Receivable Amortization Amount
and the unpaid principal balance of all Delinquent Receivables on such Payment
Date prior to application of the Available Funds on such Payment Date minus the
lesser of (i) $25,000,000 and (ii) the amount on deposit in the Collateral
Account; or

     (m) any representation or warranty made or deemed made by or on behalf of
the Issuer, the Depositor, the Receivables Seller or any of their respective
Affiliates or by any officer of the foregoing under or in connection with any
Basic Document or under or in connection with any report, certificate, or other
document delivered to the Master Servicer, the Indenture Trustee or the
Noteholders pursuant to any Basic Document shall have been incorrect or
misleading in any respect when made or deemed made and the same remains
unremedied for a period of ten days after notice of such breach has been given
to the Issuer by the Indenture Trustee or the Master Servicer; or

     (n) (i) any material provision of any Basic Document shall at any time for
any reason (other than pursuant to the express terms thereof) cease to be valid
and binding on or enforceable against the Issuer, the Depositor, the Receivables
Seller or any of their respective Affiliates intended to be a party thereto,
(ii) the validity or enforceability of any Basic Document shall be contested by
the Issuer, the Depositor, the Receivables Seller or any of their respective
Affiliates, (iii) a proceeding shall be commenced by the Issuer, the Depositor,
the Receivables Seller or any of their respective Affiliates or any Governmental
Authority having jurisdiction over the Issuer, the Seller or any of their
respective Affiliates, seeking to establish the invalidity or unenforceability
thereof, or (iv) the Issuer, the Depositor, the Receivables Seller or any of
their respective Affiliates shall deny in writing that it has any liability or
obligation purported to be created under any Basic Document; or

                                      -21-

<PAGE>

     (o) the Receivables Seller, the Depositor or AmeriCredit Corp. or any of
their Affiliates shall fail to pay any principal of or premium or interest on
any Indebtedness having a principal amount of $10,000,000 (or, in the case of
the Depositor, $50,000) or greater, when the same becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) and such failure shall continue after the applicable grace period, if
any, specified in the agreement or instrument relating to such Indebtedness; or
any other default under any agreement or instrument relating to any such
Indebtedness of the Receivables Seller, the Depositor or AmeriCredit Corp. or
any of their Affiliates, as applicable, or any other event, shall occur and
shall continue after the applicable grace period, if any, specified in such
agreement or instrument if the effect of such default or event is to accelerate,
or to permit the acceleration of, the maturity of such Indebtedness; or any such
Indebtedness shall be declared to be due and payable or required to be prepaid
(other than by a regularly scheduled required prepayment), redeemed, purchased
or defeased, or an offer to prepay, redeem, purchase or defease such
Indebtedness shall be required to be made, in each case, prior to the stated
maturity thereof; or

     (p) any failure of the Issuer, the Depositor or the Receivables Seller duly
to observe or perform any covenants or agreements of it set forth in Section
4.16 of the Sale and Servicing Agreement; or

     (q) any failure of the Receivables Seller or the Servicer to deliver any of
the documents required to be delivered to the Custodian pursuant to the
Custodian Agreement or Section 3.3 of the Sale and Servicing Agreement within
the times required to be delivered therein, other than exceptions that, taken as
a whole, are immaterial and are remedied by the Receivables Seller or the
Servicer in accordance with Section 3.3 of the Sale and Servicing Agreement.

     Section 4.02. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default should occur and be continuing, then and in every
such case the Indenture Trustee shall, at the direction of the Majority
Noteholders, declare all of the Notes to be immediately due and payable, by a
notice in writing to the Issuer, and upon any such declaration the unpaid Note
Principal Balance of such Notes, together with accrued interest thereon through
the date of acceleration, shall become immediately due and payable.

     At any time after such declaration of acceleration has been made and before
a judgment or decree for payment of the money due in respect of the Notes has
been obtained by the Indenture Trustee as hereinafter provided in this Article
IV, the Majority Noteholders, by written notice to the Issuer and to the
Indenture Trustee, may rescind and annul such declaration and its consequences
if:

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

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

                                      -22-

<PAGE>

          (ii) all sums paid or advanced by the Indenture Trustee hereunder and
     the reasonable compensation, expenses, disbursements and advances of the
     Indenture Trustee and counsel, in each case incurred in connection with
     such Event of Default; and

     (b) all Events of Default, other than the nonpayment of the principal of
the Notes that has become due solely by virtue of such acceleration, have been
cured or waived as provided in Section 4.12.

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

     Section 4.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

     (a) If the Issuer fails to pay all amounts due upon an acceleration of the
Notes under Section 4.02 forthwith upon demand and such declaration and its
consequences shall not have been rescinded and annulled, the Indenture Trustee,
in its capacity as Indenture Trustee and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Issuer or any other obligor upon such Notes and
collect the monies adjudged or decreed to be payable in the manner provided by
law out of the Trust Estate, wherever situated, or may institute and prosecute
such non-judicial proceedings in lieu of judicial proceedings as are then
permitted by applicable law.

     (b) If an Event of Default occurs and is continuing, the Indenture Trustee
may, in its discretion, proceed to protect and enforce its rights and the rights
of the Noteholders under this Indenture by such appropriate proceedings as the
Indenture Trustee 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
Indenture Trustee by this Indenture or by law.

     (c) In case (x) there shall be pending, relative to the Issuer 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, (y) a receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or shall have taken possession of the
Issuer or its property or such Person or (z) there shall be pending a comparable
judicial proceeding brought by creditors of the Issuer or affecting the property
of the Issuer, the Indenture Trustee, irrespective of whether the principal of
or interest on any Notes shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Indenture 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 Indenture

                                      -23-

<PAGE>

     Trustee (including any claim for reasonable compensation to the Indenture
     Trustee and each predecessor Indenture Trustee, and their respective
     attorneys, and for reimbursement of all reasonable expenses and liabilities
     incurred, and all advances made, by the Indenture Trustee and each
     predecessor Indenture Trustee, except as a result of willful misconduct,
     negligence or bad faith of the Indenture Trustee) 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 monies 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 Indenture Trustee on
     their and its 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 Indenture
     Trustee or the Noteholders allowed in any judicial 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
     Indenture Trustee, and, in the event that the Indenture Trustee shall
     consent to the making of payments directly to such Noteholders, to pay to
     the Indenture Trustee such amounts as shall be sufficient to cover
     reasonable compensation to the Indenture Trustee, each predecessor
     Indenture Trustee and their respective attorneys, and all other expenses
     and liabilities incurred, and all advances made, by the Indenture Trustee
     and each predecessor Indenture Trustee except as a result of willful
     misconduct, negligence or bad faith of the Indenture Trustee or predecessor
     Indenture Trustee.

     (d) Nothing herein contained shall be deemed to authorize the Indenture
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 related Noteholder or to
authorize the Indenture 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.

     (e) In any proceedings brought by the Indenture Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such proceedings.

     (f) In the event that the Indenture Trustee, following an Event of Default
hereunder institutes proceedings to foreclose on the Trust Estate, the Indenture
Trustee shall promptly give a notice to that effect to each Noteholder.

     (g) All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by

                                      -24-

<PAGE>

the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee and its counsel, be for the ratable benefit of the Noteholders
in respect of which such judgment has been recovered, subject to the payment
priorities of Section 2.10.

     Section 4.04. Remedies.

     If an Event of Default has occurred and is continuing, and the Notes have
been declared due and payable pursuant to Section 4.02 hereof and such
declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may do one or more of the following:

     (a) institute, or cause to be instituted, Proceedings for the collection of
all amounts then payable on or under this Indenture with respect to the Notes,
whether by declaration of acceleration or otherwise, enforce any judgment
obtained, and collect from the Trust Estate monies adjudged due;

     (b) subject to the provisions of Section 4.15, sell, or cause to be sold,
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
applicable law, provided, however, that the Indenture Trustee shall give the
Issuer written notice of any private sale called by or on behalf of the
Indenture Trustee pursuant to this Section 4.04(b) at least 10 days prior to the
date fixed for such private sale;

     (c) institute, or cause to be instituted, Proceedings from time to time for
the complete or partial foreclosure with respect to the Trust Estate;

     (d) exercise, or cause to be exercised, 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 Indenture Trustee or the Holders of the Notes
hereunder; and

     (e) maintain possession of the Trust Estate and, in its own name or in the
name of the Issuer or otherwise, collect and otherwise receive in accordance
with this Indenture any money or property at any time payable or receivable on
account of or in exchange for any of the Collateral; provided, however, that the
Indenture Trustee shall not, unless required by law, sell or otherwise liquidate
all or any portion of the Trust Estate following any Event of Default except in
accordance with Section 4.15.

     Section 4.05. Application of Money Collected.

     Any money collected by the Indenture Trustee pursuant to this Article shall
be deposited in the Note Payment Account and, on each Payment Date, shall be
applied in accordance with Section 2.10 hereof and, in case of the distribution
of such money on account of the principal of or interest on the Notes, upon
presentation and surrender of the Notes if fully paid.

     In the event that the proceeds of any sale of any portion of the Trust
Estate consist of Retained Securities, the Indenture Trustee shall retain such
Retained Securities as part of the Trust Estate and apply all collections in
respect thereof in accordance with Section 2.10 or shall

                                      -25-

<PAGE>

sell such Retained Securities, in either case, pursuant to the direction of the
Majority Noteholders.

     Section 4.06. Limitation on Suits.

     Except as provided in Section 4.07, no Noteholder 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:

     (1) such Noteholder has previously given written notice to the Indenture
Trustee of a continuing Event of Default;

     (2) the Majority Noteholders shall have made written request to the
Indenture Trustee to institute proceedings in respect of such Event of Default
in its own name as Indenture Trustee hereunder;

     (3) such Noteholder or Noteholders have offered to the Indenture Trustee
adequate indemnity or security satisfactory to the Indenture Trustee against the
costs, expenses and liabilities to be incurred in compliance with such request;

     (4) the Indenture Trustee for 60 days after its receipt of such notice,
request and offer of indemnity or security has failed to institute any such
proceeding;

     (5) no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Majority Noteholders; and

     (6) an Event of Default shall have occurred and be continuing; it being
understood and intended that no one or more of such Noteholders shall have any
right in any manner whatever by virtue of, or by availing itself or themselves
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other of such Noteholders, or to obtain or to seek to obtain priority or
preference over any other of such Noteholders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Noteholders. Subject to the foregoing restrictions, the
Noteholders may exercise their rights under this Section 4.06 independently.

     Section 4.07. Unconditional Right of Noteholders to Receive Principal and
Interest.

     Notwithstanding any other provision in this Indenture, following the
Maturity Date, the Holder of any Note shall have the right, which is absolute
and unconditional, to receive payments of interest, principal and other amounts
then due on such Note (subject to Section 2.10) and to institute suit for the
enforcement of any such payment (subject to Section 4.06), and such rights shall
not be impaired without the consent of such Noteholder, unless a non-payment has
been cured pursuant to Section 4.02. The Issuer shall, however, be subject to
only one consolidated lawsuit by the Noteholders, or by the Indenture Trustee on
behalf of the Noteholders, for any one cause of action arising under this
Indenture or otherwise.

                                      -26-

<PAGE>

     Section 4.08. Restoration of Rights and Remedies.

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

     Section 4.09. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes in Section 2.06, no right or remedy
herein conferred upon or reserved to the Indenture Trustee 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 4.10. Delay or Omission Not Waiver.

     No delay or omission of the Indenture Trustee, or any Noteholder to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Indenture or by law
to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, to the extent permitted by
applicable law, by the Indenture Trustee or the Noteholders, as the case may be.

     Section 4.11. Control by Noteholders.

     The Noteholders holding more than 50% in aggregate Note Principal Balance
of the Outstanding Class A Notes or, after the Class A Notes have been paid in
full, the Noteholders holding more than 50% in aggregate Note Principal Balance
of the Outstanding Class C Notes (the "Majority Noteholders") shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee, or exercising any trust or power
conferred on the Indenture Trustee, provided, that such direction shall not be
in conflict with any rule of law or with this Indenture or involve the Indenture
Trustee in personal liability and provided, further, that the Indenture Trustee
may take any other action deemed proper by the Indenture Trustee which is not
inconsistent with such direction. Notwithstanding the foregoing, the Noteholders
will not be required to provide, and the Indenture Trustee will not be required
to obtain, a Tax Opinion in the case of a direction by the Noteholders to the
Indenture Trustee, following an Event of Default, to realize upon the Trust
Estate by liquidating the Collateral or otherwise.

                                      -27-

<PAGE>

     Section 4.12. Waiver of Past Defaults.

     Prior to the acceleration of the Maturity Date of the Notes, the Majority
Noteholders may on behalf of the Noteholders of all the Notes waive any past
default hereunder and its consequences, except a default

     (1) in the payment of principal of or interest on any Note, which waiver
shall require the waiver by Noteholders holding 100% in aggregate Note Principal
Balance of the Outstanding Notes affected; or

     (2) in respect of a covenant or provision hereof which under Article VIII
cannot be modified or amended without the consent of the Holder of each
Outstanding Note affected, which waiver shall require the waiver by each Holder
of an Outstanding Note affected;

     (3) depriving the Indenture Trustee or any Noteholder of a lien or the
benefit of a lien, as the case may be, upon any part of the Trust Estate, which
waiver shall require the consent of the Indenture Trustee or such Noteholder, as
the case may be; or

     (4) depriving the Indenture Trustee of any fee, reimbursement for any
expense incurred, or any indemnification to which the Indenture Trustee is
entitled, which waiver shall require the consent of the Indenture Trustee.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture, but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon. Any costs or expenses incurred
by the Indenture Trustee in connection with such acceleration and prior to such
waiver shall be reimbursable to the Indenture Trustee in accordance with Section
2.10(c).

     Section 4.13. Undertaking for Costs.

     All parties to this Indenture agree, and each Noteholder by its 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 Indenture Trustee for any action taken,
suffered or omitted by it as Indenture 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, including reasonable
attorneys' fees and expenses based on time expended, 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 any suit instituted by the Issuer, or to any suit instituted by the
Indenture Trustee, or to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate at least 25% in aggregate Note Principal
Balance of Outstanding Notes or to any suit instituted by any Noteholder for the
enforcement of the payment of the principal of or interest on any Note on or
after the Maturity Date of such Note.

                                      -28-

<PAGE>

     Section 4.14. 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 to
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which 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 such law and
covenants that it will not hinder, delay or impede the exercise of any power
herein granted to the Indenture Trustee, but will suffer and permit the exercise
of every such power as though no such law had been enacted.

     Section 4.15. Sale of Trust Estate.

     (a) The power to effect any public or private sale of any portion of the
Trust Estate pursuant to Section 4.04 hereof shall not be exhausted by any one
or more sales as to any portion of the Trust Estate remaining unsold, but shall
continue unimpaired until either the entire Trust Estate shall have been sold or
all amounts payable on the Notes and under this Indenture with respect thereto
shall have been paid. The Indenture Trustee may from time to time postpone any
sale by public announcement made at the time and place of such sale. The
Indenture Trustee hereby expressly waives its right to any amount fixed by law
as compensation for any such sale but such waiver does not apply to any amounts
to which the Indenture Trustee is otherwise entitled under Section 5.04 of this
Indenture.

     (b) The Indenture Trustee shall not sell the Trust Estate, or any portion
thereof, unless:

          (i) the Majority Noteholders consent to, or direct the Indenture
     Trustee to make, such sale; or

          (ii) the proceeds of such sale would be not less than the entire
     amount which would be payable to the Holders of the Notes, in full payment
     thereof, in accordance with Section 4.05, on the Payment Date next
     succeeding the date of such sale, together with all other amounts due under
     this Indenture.

          The foregoing provisions of this Section 4.15 shall not preclude or
limit the ability of the Indenture Trustee to purchase all or any portion of the
Trust Estate at any sale, public or private, and the purchase by the Indenture
Trustee of all or any portion of the Trust Estate at any sale shall not be
deemed a sale or disposition thereof for purposes of this Section 4.15(b).

     (c) Unless the Holders of all Outstanding Notes have otherwise consented or
directed the Indenture Trustee, at any sale of all or any portion of the Trust
Estate at which a minimum bid equal to or greater than the amount described in
paragraph (ii) of subsection (b) of this Section 4.15 has not been established
by the Indenture Trustee and no Person bids an amount equal to or greater than
such amount, the Indenture Trustee shall in accordance with paragraph (ii) of
subsection (d) of this Section 4.15 bid an amount at least $1.00 more than the
highest other bid in order to preserve the Trust Estate.

     (d) In connection with a sale of all or any portion of the Trust Estate:

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<PAGE>

          (i) any Holder or Holders of Notes may bid for and purchase the
     property offered for sale, and upon compliance with the terms of sale may
     hold, retain and possess and dispose of such property, without further
     accountability, and may, in paying the purchase money therefor, deliver any
     Outstanding Notes or claims for interest thereon in lieu of cash up to the
     amount which shall, upon distribution of the net proceeds of such sale, be
     payable thereon, and such Notes, in case the amounts so payable thereon
     shall be less than the amount due thereon, shall be returned to the Holders
     thereof after being appropriately stamped to show such partial payment;

          (ii) the Indenture Trustee may bid for and acquire the property
     offered for sale in connection with any sale thereof, and, in lieu of
     paying cash therefor, may make settlement for the purchase price by
     crediting the gross sale price against the sum of (A) the amount which
     would be distributable to the Holders of the Notes as a result of such sale
     in accordance with Section 4.05 on the Payment Date next succeeding the
     date of such sale and (B) the expenses of the sale and of any Proceedings
     in connection therewith which are reimbursable to it, without being
     required to produce the Notes in order to complete any such sale or in
     order for the net sale price to be credited against such Notes, and any
     property so acquired by the Indenture Trustee shall be held and dealt with
     by it in accordance with the provisions of this Indenture;

          (iii) the Indenture Trustee shall execute and deliver, without
     recourse, an appropriate instrument of conveyance transferring its interest
     in any portion of the Trust Estate in connection with a sale thereof;

          (iv) the Indenture Trustee is hereby irrevocably appointed the agent
     and attorney-in-fact of the Issuer to transfer and convey the Issuer's
     interest in any portion of the Trust Estate in connection with a sale
     thereof, and to take all action necessary to effect such sale;

          (v) no purchaser or transferee at such a sale shall be bound to
     ascertain the Indenture Trustee's authority, inquire into the satisfaction
     of any conditions precedent or see to the application of any monies; and

          (vi) the Indenture Trustee shall hold as part of the Trust Estate, or
     sell, at the direction of the Majority Noteholder, any securities
     (including Retained Securities) or other non-cash assets received in
     connection with the sale of any portion of the Trust Estate pursuant to
     this Article IV. Any collections or proceeds in respect of any such
     securities or other non-cash assets shall be applied in accordance with
     Section 2.10(c) hereof.

     Section 4.16. Action on Notes.

     The Indenture 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 Indenture Trustee
or the Noteholders shall be impaired by the recovery of any judgment by

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<PAGE>

the Indenture Trustee against the Issuer or by the levy of any execution under
such judgment upon any portion of the Trust Estate.

                                    ARTICLE V

                              THE INDENTURE TRUSTEE

     Section 5.01. Certain Duties and Responsibilities.

     The Issuer hereby irrevocably constitutes and appoints the Indenture
Trustee and any Responsible Officer thereof, with full power of substitution, as
its true and lawful attorney-in-fact with full irrevocable power and authority
in place and stead of the Issuer and in the name of the Issuer or in its own
name or in the name of a nominee, from time to time in the Indenture Trustee's
discretion, for the purpose of enforcing the rights, powers and remedies of the
Issuer under the Receivables Purchase Agreement and to take any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Indenture and
the Receivables Purchase and Contribution Agreement, all as set forth in this
Section.

     (a) The rights, duties and liabilities of the Indenture Trustee in respect
of this Indenture shall be as follows:

          (i) The Indenture Trustee shall have the full power and authority to
     do all things not inconsistent with the provisions of this Indenture that
     it may deem advisable in order to enforce the provisions hereof or to take
     any action with respect to a default or an Event of Default hereunder, or
     to institute, appear in or defend any suit or other proceeding with respect
     hereto, or to protect the interests of the Noteholders. The Indenture
     Trustee shall not be answerable or accountable except for its own bad
     faith, willful misconduct or negligence. The Issuer shall prepare and file
     or cause to be filed, at the Issuer's expense, and, if required by the UCC,
     the Indenture Trustee shall execute, a UCC Financing Statement, describing
     the Issuer as debtor, the Indenture Trustee as secured party and the Trust
     Estate as the collateral, in all appropriate locations promptly following
     the initial issuance of the Notes, and the Issuer shall prepare and file at
     each such office, and, if required by the UCC, the Indenture Trustee shall
     execute, continuation statements with respect thereto, in each case within
     six months prior to each fifth anniversary of the original filing. The
     Issuer is hereby authorized and obligated to make, at the expense of the
     Issuer, all required filings and refilings of which the Issuer becomes
     aware, necessary to preserve the liens created by this Indenture to the
     extent not done by the Issuer as provided herein. The Indenture Trustee
     shall not be required to take any action to exercise or enforce the trusts
     hereby created which, in the opinion of the Indenture Trustee, shall be
     likely to involve expense or liability to the Indenture Trustee, unless the
     Indenture Trustee shall have received an agreement satisfactory to it in
     its sole reasonable discretion to indemnify it against such liability and
     expense. Except as otherwise expressly provided herein, the Indenture
     Trustee shall not be required to ascertain or inquire as to the performance
     or observance of any of the covenants or agreements contained herein, or in
     the Receivables Purchase and Contribution Agreement

                                      -31-

<PAGE>

     or in any other instruments to be performed or observed by the Issuer or
     any party to the Receivables Purchase and Contribution Agreement.

          (ii) Subject to the other provisions of this Article V, the Indenture
     Trustee, upon receipt of all resolutions, certificates, statements,
     opinions, reports, documents, orders, or other instruments furnished to the
     Indenture Trustee that are specifically required to be furnished pursuant
     to any provisions of this Indenture, shall examine them to determine
     whether they are on their face substantially in the form required by this
     Indenture to the extent expressly set forth herein. If any such instrument
     is found on its face not to conform to the requirements of this Indenture
     in a material manner, the Indenture Trustee shall take such action as it
     deems appropriate to have the instrument corrected, and if the instrument
     is not corrected to the Indenture Trustee's reasonable satisfaction, the
     Indenture Trustee will provide notice thereof to the Noteholders. The
     Indenture Trustee may rely upon, and shall not incur any liability in
     acting upon, any signature, notice, request, consent, certificate, opinion,
     report, statement, direction, approval, document, or other instrument
     reasonably believed by it to be genuine. In administering the trusts
     hereunder, the Indenture Trustee may execute any of the trusts or powers
     hereunder directly or through its agents or attorneys, provided that it
     shall remain liable for the acts of all such agents and attorneys. The
     Indenture Trustee may, subject to Section 5.04, consult with counsel,
     accountants and other professionals to be selected and employed by it, and
     the Indenture Trustee shall not be liable for anything done, suffered or
     omitted in good faith by it in accordance with the advice of any such
     Person nor for any error of judgment made in good faith by a Responsible
     Officer.

          (iii) The Indenture Trustee shall not have any duty to make, arrange
     or ensure the completion of any recording, filing or registration of any
     instrument or other document (including any UCC Financing Statements), or
     any amendments or supplements to any of said instruments or to determine if
     any such instrument or other document is in a form suitable for recording,
     filing or registration, and the Indenture Trustee shall not have any duty
     to make, arrange or ensure the completion of the payment of any fees,
     charges or taxes in connection therewith.

          (iv) Whenever in performing its duties hereunder, the Indenture
     Trustee shall deem it necessary or desirable that a matter be proved or
     established prior to taking, suffering or omitting any action hereunder,
     the Indenture Trustee may, in the absence of bad faith on the part of the
     Indenture Trustee, rely upon (unless other evidence in respect thereof be
     specifically prescribed herein) an Officer's Certificate of the Issuer, and
     such Officer's Certificate shall be full warrant to the Indenture Trustee
     for any action taken, suffered or omitted by it on the faith thereof.

          (v) The Indenture Trustee shall not have any obligations to see to the
     payment or discharge of any liens (other than the liens hereof) upon the
     Receivables, or to see to the application of any payment of the principal
     of or interest on any note secured thereby or to the delivery or transfer
     to any Person of any property released from any such lien, or to give
     notice to or make demand upon any mortgagor, mortgagee, trustor,
     beneficiary or other Person for the delivery or transfer of any such
     property. The Indenture Trustee (and any successor trustee or co-trustee in
     its individual capacity) nevertheless agrees that it

                                      -32-

<PAGE>

     will, at its own cost and expense, promptly take all action as may be
     necessary to discharge any liens or encumbrances on the Receivables arising
     as a result of the Indenture Trustee (or such successor trustee or
     co-trustee, as the case may be) acting improperly in its capacity as
     Indenture Trustee (or such successor trustee or co-trustee, as the case may
     be).

          (vi) The Indenture Trustee shall not be concerned with or accountable
     to any Person for the use or application of any deposited monies or of any
     property or securities or the proceeds thereof that shall be released or
     withdrawn in accordance with the provisions hereof or of any property or
     securities or the proceeds thereof that shall be released from the lien
     hereof or thereof in accordance with the provisions hereof or thereof and
     the Indenture Trustee shall not have any liability for the acts of other
     parties that are not in accordance with the provisions hereof.

          (vii) The Indenture Trustee shall monitor the Hedge Agreements and the
     compliance by each Hedge Counterparty with the eligibility requirements for
     such Hedge Counterparty set forth in any Hedge Agreement. If a Hedge
     Counterparty is responsible for a default or event of default under a Hedge
     Agreement, the Indenture Trustee shall notify the Majority Noteholder of
     such default or event of default and take any action as the Majority
     Noteholder may direct.

     (b) The rights, duties and liabilities of the Indenture Trustee in respect
of the Receivables and this Indenture, in addition to those set forth in Section
5.01(a), shall be as follows:

          (i) except during the continuance of an Event of Default with respect
     to the Notes, the Indenture 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 Indenture Trustee; and

          (ii) the Indenture Trustee may, in the absence of bad faith on its
     part, conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Indenture Trustee and conforming to the
     requirements of this Indenture; but in the case of any such certificates or
     opinions which by any provision hereof are specifically required to be
     furnished to the Indenture Trustee, the Indenture Trustee shall be under a
     duty to examine the same to determine whether or not they conform on their
     face to the requirements of this Indenture, to the extent expressly set
     forth herein.

     (c) Subject to Section 4.12 hereof, in case an Event of Default known to
the Indenture Trustee with respect to the Notes has occurred and is continuing,
the Indenture Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of his own affairs.

                                      -33-

<PAGE>

     (d) No provision of this Indenture shall be construed to relieve the
Indenture Trustee from liability for its own negligent action, its own negligent
failure to act, or its own wilful misconduct, except that

          (i) this subsection shall not be construed to limit the effect of
     subsections (a), (b) or (c) of this Section; (ii) the Indenture Trustee
     shall not be liable for any error of judgment made in good faith by a
     Responsible Officer;

          (ii) the Indenture Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the directions of the Majority Noteholders, relating to the time, method
     and place of conducting any proceeding for any remedy available to the
     Indenture Trustee, or exercising any trust or power conferred upon the
     Indenture Trustee, under this Indenture with respect to the Notes; and

          (iii) the Indenture Trustee shall not be charged with knowledge of a
     default in the observance of any covenant contained in Section 9.06 unless
     either (i) a Responsible Officer of the Indenture Trustee shall have actual
     knowledge of such default or (ii) written notice of such default shall have
     been given by the Issuer or by any Noteholder to and received by a
     Responsible Officer of the Indenture Trustee.

     (e) Except with respect to the representations made by it in Section 5.06,
the Indenture Trustee shall not make any representations as to the validity or
sufficiency of this Indenture, any Basic Document or the Trust Estate.

     (f) The Indenture Trustee shall not at any time have any responsibility or
liability with respect to the legality, validity or enforceability of the
Receivables.

     (g) None of the provisions contained in this Indenture shall in any event
require the Indenture Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers hereunder if there are
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

     Section 5.02. Notice of Defaults.

     (a) The Indenture Trustee, promptly but not later than five (5) Business
Days after a Responsible Officer of the Indenture Trustee acquires actual
knowledge of the occurrence of any default under this Indenture, shall notify
the Issuer, the Noteholders and the Initial Noteholder of any such default,
unless all such defaults known to the Indenture Trustee shall have been cured
before the giving of such notice or unless the same is rescinded and annulled,
or waived by the Noteholders pursuant to Section 4.02 or Section 4.12. For the
purpose of this subsection (a), the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to the Notes.

     (b) The Indenture Trustee also agrees, promptly but no later than five (5)
Business Days after a Responsible Officer of the Indenture Trustee acquires
actual knowledge of the occurrence of any default or event of default under the
Receivables Purchase Agreement, to notify the Issuer, the Noteholders and the
Initial Noteholder of such default or event of default.

                                      -34-

<PAGE>

     Section 5.03. Certain Rights of Indenture Trustee.

     Subject to the provisions of Section 5.01, in connection with this
Indenture:

     (a) the Indenture Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties as may be required by such party or
parties pursuant to the terms of this Indenture;

     (b) any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request or Issuer Order;

     (c) whenever in the administration of this Indenture the Indenture Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Indenture Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officer's Certificate;

     (d) the Indenture Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel rendered thereby shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

     (e) the Indenture Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Noteholders pursuant to this Indenture, unless such Noteholders
shall have offered to the Indenture Trustee reasonable security or indemnity
against the costs, expenses and liabilities that might be incurred by it in
compliance with such request or direction;

     (f) the Indenture 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, direction, consent, order, note,
debenture, note, coupon, other evidence of indebtedness or other paper or
document, but the Indenture Trustee in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney;

     (g) the Indenture Trustee may, subject to Section 5.04, execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or by
or through agents or attorneys of the Indenture Trustee, provided that it shall
remain liable for the acts of all such attorneys and agents;

     (h) the Indenture Trustee shall not be required to provide any surety or
note of any kind in connection with the execution or performance of its duties
hereunder;

     (i) the Indenture Trustee is not required to take notice or deemed to have
notice of any Default or Event of Default hereunder unless a Responsible Officer
of the Indenture Trustee has actual knowledge thereof or has received notice in
writing of such Default or Event of

                                      -35-

<PAGE>

Default from the Issuer, the Servicer, the Receivable Seller or the Majority
Noteholder, and, in the absence of such notice, may conclusively assume that no
such Default or Event of Default exists; and

     (j) the permissive right of the Indenture Trustee to take the actions
permitted by this Indenture shall not be construed as an obligation or duty to
do so.

     Section 5.04. Compensation and Reimbursement.

     (a) Subject to Section 5.04(b), the Issuer hereby agrees:

          (1) to pay or cause to be paid to the Indenture Trustee on a monthly
     basis, the Indenture Trustee Fee as compensation for all services rendered
     by it hereunder and under the other Basic Documents (which compensation
     shall not be limited by any provision of law in regard to the compensation
     of a trustee of an express trust), and shall pay or cause to be paid to the
     Indenture Trustee all reasonable expenses, disbursements and advances
     incurred or made by the Indenture Trustee in connection with this
     Indenture, any Basic Document, the Receivables or the Notes, provided that
     the Issuer shall have no obligation to pay the Indenture Trustee's overhead
     or other internal costs or expenses;

          (2) to reimburse, indemnify and hold harmless the Indenture Trustee
     and any director, officer, employee, agent, Affiliate or Control Person of
     the Indenture Trustee for any loss, liability, expense or disbursements
     (including without limitation costs and expenses of litigation, and of
     investigation, reasonable counsel fees and expenses, damages, judgments and
     amounts paid in settlement) incurred in connection with the acceptance of
     performance of the trusts and duties by the Indenture Trustee with respect
     to this Indenture, any Basic Document, the Receivables or the Notes (other
     than any loss, liability or expense incurred by reason of willful
     misfeasance, bad faith or negligence in the performance of duties, or as
     may arise from a breach of any representation or warranty of the Indenture
     Trustee set forth herein). In the event the Indenture Trustee incurs
     expenses or renders services in any proceedings under applicable bankruptcy
     laws relating to the Issuer, the Servicer, the Receivables Seller, the
     Master Servicer or the Depositor, the expenses so incurred and compensation
     for services so rendered are intended to constitute expenses of
     administration under such bankruptcy laws.

     With respect to any third party claim:

          (i) the Indenture Trustee shall give the Issuer, the Noteholders and
     the Initial Noteholder written notice thereof promptly after the Indenture
     Trustee shall have actual knowledge thereof; provided, that failure to give
     any such notice shall not relieve the Issuer of any obligation hereunder;

          (ii) while maintaining control over its own defense, the Indenture
     Trustee shall cooperate and consult fully with the Issuer in preparing such
     defense; and

          (iii) notwithstanding the foregoing provisions of this Section
     5.04(a), the Indenture Trustee shall not be entitled to reimbursement out
     of the Note Payment

                                      -36-

<PAGE>

     Account for settlement of any such claim by the Indenture Trustee entered
     into without the prior consent of the Issuer and the Majority Noteholders,
     which consent shall not be unreasonably withheld.

     The Indenture Trustee agrees to fully perform its duties under this
Indenture notwithstanding any failure on the part of the Issuer to make any
payments, reimbursements or indemnifications to the Indenture Trustee pursuant
to this Section 5.04(a); provided, however, that (subject to Section 5.04(b))
nothing in this Section 5.04 shall be construed to limit the exercise by the
Indenture Trustee of any right or remedy permitted under this Indenture or any
Basic Document in the event of the Issuer's failure to pay any sums due the
Indenture Trustee pursuant to this Section 5.04.

     As security for the performance of the obligations of the Issuer under this
Section and under the Custodian Agreement, the Indenture Trustee and the
Custodian are hereby granted a lien on the Trust Estate payable from Available
Funds in accordance with the priorities set forth in Section 2.10(c).

     (b) The obligations of the Issuer set forth in Section 5.04(a) are
nonrecourse obligations solely of the Issuer and will be payable only from the
Trust Estate in accordance with Section 2.10(c). The Indenture Trustee hereby
agrees that it has no rights or claims against the Issuer directly and shall
only look to the Trust Estate to satisfy the Issuer's obligations under Section
5.04(a). The Indenture Trustee also hereby agrees not to file or join in filing
any petition in bankruptcy or commence any similar proceeding in respect of the
Issuer.

     Section 5.05. Corporate Indenture Trustee Required; Eligibility.

     The Issuer hereby agrees, for the benefit of the Noteholders, that there
shall at all times be an Indenture Trustee hereunder which shall be a bank
(within the meaning of Section 2(a)(5) of the 1940 Act) organized and doing
business under the laws of the United States or any State thereof, authorized
under such laws to exercise corporate trust powers, having aggregate capital,
surplus and undivided profits of at least $100,000,000, and subject to
supervision or examination by Federal or State authority, the long term debt of
which is rated not lower than "A" by any Rating Agency. If such bank publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital, surplus and undivided profits of such bank shall
be deemed to be its combined capital, surplus and undivided profits as set forth
in its most recent report of condition so published. The Indenture Trustee shall
at all times meet the requirements of Section 26(a)(1) of the 1940 Act and shall
in no event be an Affiliate of the Issuer or an Affiliate of any Person involved
in the organization or operation of the Issuer or be directly or indirectly
controlled by the Issuer. If at any time a Responsible Officer of the Indenture
Trustee becomes aware that the Indenture Trustee has ceased to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

                                      -37-

<PAGE>

     Section 5.06. Authorization of Indenture Trustee.

     The Indenture Trustee represents and warrants as to itself: that it is duly
authorized under applicable law, its articles of association and its by-laws to
execute and deliver this Indenture, and to perform its obligations hereunder,
including, without limitation, that it is duly authorized to accept the Grant to
it for the benefit of the Noteholders of the Trust Estate and is authorized to
authenticate the Notes, and that all corporate action necessary or required
therefor has been duly and effectively taken or obtained and all federal and
state governmental consents and approvals required with respect thereto have
been obtained.

     Section 5.07. Merger, Conversion, Consolidation or Succession to Business.

     Any corporation, bank, trust company or association into which the
Indenture Trustee may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or association resulting
from any merger, conversion or consolidation to which the Indenture Trustee
shall be a party, or any corporation, bank, trust company or association
succeeding to all or substantially all the corporate trust business of the
Indenture Trustee, shall be the successor of the Indenture Trustee hereunder,
provided such corporation, bank, trust company or association shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

     Section 5.08. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Indenture Trustee and no appointment
of a successor Indenture Trustee pursuant to this Article shall become effective
until (i) the acceptance of appointment by the successor Indenture Trustee in
accordance with the applicable requirements of Section 5.09 and (ii) repayment
to the predecessor Indenture Trustee of all unpaid fees and expenses.

     (b) The Indenture Trustee may resign at any time by giving written notice
thereof to the Issuer and the Initial Noteholder. If the respective instruments
of acceptance by a successor Indenture Trustee required by Section 5.09 shall
not have been delivered to each such party within 30 days after the giving of
such notice of resignation, the resigning Indenture Trustee may petition any
court of competent jurisdiction for the appointment of their respective
successors.

     (c) The Indenture Trustee may be removed at any time by the Majority
Noteholders and notice of such action by the Noteholders shall be delivered to
the Indenture Trustee and the Issuer.

     (d) If at any time:

          (i) the Indenture Trustee shall cease to be eligible under Section
     5.05, or the representations of the Indenture Trustee in Section 5.06 shall
     prove to be untrue in any material respect, and the Indenture Trustee shall
     fail to resign after written request therefor by the Issuer or Noteholders
     of 10% of the aggregate Note Principal Balance of the Outstanding Notes; or

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<PAGE>

          (ii) the Indenture Trustee shall become incapable of acting or shall
     be adjudged a bankrupt or insolvent or a receiver of the Indenture Trustee
     or of its property shall be appointed or any public officer shall take
     charge or control of the Indenture Trustee or its property or affairs for
     the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Issuer, by an Issuer Order, may remove the
Indenture Trustee, or (ii) subject to Section 4.13, any Noteholder may, on its
own behalf and on behalf of all others similarly situated, petition any court of
competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.

     (e) If the Indenture Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Indenture Trustee for
any cause, the Issuer, by an Issuer Order, shall promptly remove the Indenture
Trustee and appoint a successor Indenture Trustee who shall comply with the
applicable requirements of Section 5.09. If, within 60 days after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Indenture Trustee shall not have been appointed by the Issuer and
shall not have accepted such appointment in accordance with the applicable
requirements of Section 5.09, then a successor Indenture Trustee shall be
appointed by the Majority Noteholders by notice delivered to the Issuer and the
retiring Indenture Trustee, and the successor Indenture Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 5.09, become the successor Indenture Trustee
with respect to the Notes.

     If, within 120 days after such resignation, removal or incapacity, or the
occurrence of such vacancy, no successor Indenture Trustee shall have been so
appointed and accepted appointment in the manner required by Section 5.09, the
resigning Indenture Trustee may, on its own behalf and on behalf of all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.

     (f) The Issuer shall give notice of any resignation or removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee by giving
notice of such event to the Noteholders. Each notice shall include the name of
the successor Indenture Trustee and the address of its Corporate Trust Office.

     Section 5.09. Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Indenture Trustee, the
successor Indenture Trustee so appointed shall execute, acknowledge and deliver
to the Issuer and to the retiring Indenture Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Indenture
Trustee shall become effective and such successor Indenture Trustee without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Indenture Trustee; but, on the request
of the Issuer or the successor Indenture Trustee such retiring Indenture Trustee
shall, upon payment of each of its fees, execute and deliver an instrument
transferring to such successor Indenture Trustee all the rights, powers and
trusts of the retiring Indenture Trustee shall duly assign, transfer and deliver
to such successor Indenture Trustee all property and money held by such retiring
Indenture Trustee hereunder, shall take such action as may be requested by the

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<PAGE>

Issuer to provide for the appropriate interest in the Trust Estate to be vested
in such successor Indenture Trustee, but shall not be responsible for the
recording of such documents and instruments as may be necessary to give effect
to the foregoing.

     Upon request of any such successor Indenture Trustee, the Issuer shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Indenture Trustee all such rights, powers and
trusts referred to in this Section.

     No successor Indenture Trustee shall accept its appointment unless at the
time of such acceptance such successor Indenture Trustee shall be qualified and
eligible under this Article.

     Section 5.10. Unclaimed Funds.

     The Indenture Trustee is required to hold any payments received by it with
respect to the Notes that are not paid to the Noteholders in trust for the
Noteholders. Notwithstanding the foregoing, at the expiration of two years
following the Final Payment Date for the Notes, any monies set aside in
accordance with Section 2.10(b) for payment of principal, interest and other
amounts on such Notes remain unclaimed by any lawful owner thereof, such
unclaimed funds and, to the extent required by applicable law, any accrued
interest thereon shall be remitted to the Issuer to be held in trust by the
Issuer for the benefit of the applicable Noteholder until distributed in
accordance with applicable law, and all liability of the Indenture Trustee with
respect to such money shall thereupon cease; provided, that the Indenture
Trustee, before being required to make any such repayment, may, at the expense
of the applicable Noteholder, payable out of such unclaimed funds, to the extent
permitted by applicable law, and otherwise at the expense of the Issuer, cause
to be published at least once but not more than three times in two newspapers in
the English language customarily published on each Business Day and of general
circulation, in New York, New York, a notice to the effect that such monies
remain unclaimed and have not been applied for the purpose for which they were
deposited, and that after a date specified therein, which shall be not less than
30 days after the date of first publication of said notice, any unclaimed
balance of such monies then remaining in the hands of the Indenture Trustee will
be paid to the Issuer upon its written directions to be held in trust for the
benefit of the applicable Noteholder until distributed in accordance with
applicable law. Any successor to the Issuer through merger, consolidation or
otherwise or any recipient of substantially all the assets of the Issuer in a
liquidation of the Issuer shall remain liable for the amount of any unclaimed
balance paid to the Issuer pursuant to this Section 5.10.

     Section 5.11. Illegal Acts.

     No provision of this Indenture or any amendment or supplement hereto shall
be deemed to impose any duty or obligation on the Indenture Trustee to do any
act in the performance of its duties hereunder or to exercise any right, power,
duty or obligation conferred or imposed on it, which under any present or future
law shall be unlawful, or which shall be beyond the corporate powers,
authorization or qualification of the Indenture Trustee.

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<PAGE>

     Section 5.12. Communications by the Indenture Trustee.

     The Indenture Trustee shall send to the Issuer, within one Business Day
after the Maturity Date thereof, if any principal of or interest on such Notes
due and payable hereunder is not paid, a written demand for payment thereof.

     Section 5.13. Separate Indenture Trustees and Co-Trustees.

     (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting legal requirements applicable to it in the
performance of its duties hereunder, the Indenture Trustee shall have the power
to, and shall execute and deliver all instruments to, appoint one or more
Persons to act as separate trustees or co-trustees hereunder, jointly with the
Indenture Trustee, of any of the Trust Estate subject to this Indenture, and any
such Persons shall be such separate trustee or co-trustee, with such powers and
duties consistent with this Indenture as shall be specified in the instrument
appointing such Person but without thereby releasing the Indenture Trustee from
any of its duties hereunder. If the Indenture Trustee shall request the Issuer
to do so, the Issuer shall join with the Indenture Trustee in the execution of
such instrument, but the Indenture Trustee shall have the power to make such
appointment without making such request. A separate trustee or co-trustee
appointed pursuant to this Section 5.13 need not meet the eligibility
requirements of Section 5.05.

     (b) Every separate trustee and co-trustee shall, to the extent not
prohibited by law, be subject to the following terms and conditions:

          (i) the rights, powers, duties and obligations conferred or imposed
     upon such separate or co-trustee shall be conferred or imposed upon and
     exercised or performed by the Indenture Trustee and such separate or
     co-trustee jointly, as shall be provided in the appointing instrument,
     except to the extent that under any law of any jurisdiction in which any
     particular act is to be performed any nonresident trustee shall be
     incompetent or unqualified to perform such act, in which event such rights,
     powers, duties and obligations shall be exercised and performed by such
     separate trustee or co-trustee;

          (ii) all powers, duties, obligations and rights conferred upon the
     Indenture Trustee, in respect of the custody of all cash deposited
     hereunder shall be exercised solely by the Indenture Trustee; and

          (iii) the Indenture Trustee may at any time by written instrument
     accept the resignation of or remove any such separate trustee or
     co-trustee, and, upon the request of the Indenture Trustee, the Issuer
     shall join with the Indenture Trustee in the execution, delivery and
     performance of all instruments and agreements necessary or proper to make
     effective such resignation or removal, but the Indenture Trustee shall have
     the power to accept such resignation or to make such removal without making
     such request. A successor to a separate trustee or co-trustee so resigning
     or removed may be appointed in the manner otherwise provided herein.

     (c) Such separate trustee or co-trustee, upon acceptance of such trust,
shall be vested with the estates or property specified in such instrument,
jointly with the Indenture Trustee, and the Indenture Trustee shall take such
action as may be necessary to provide for (i) the appropriate

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<PAGE>

interest in the Trust Estate to be vested in such separate trustee or
co-trustee, (ii) the execution and delivery of any transfer documentation or
note powers that may be necessary to give effect to transfer of the Receivables
to the co-trustee. Any separate trustee or co-trustee may, at any time, by
written instrument, constitute the Indenture Trustee its agent or attorney in
fact with full power and authority, to the extent permitted by law, to do all
acts and things and exercise all discretion authorized or permitted by it, for
and on behalf of it and in its name. If any separate trustee or co-trustee shall
be dissolved, become incapable of acting, resign, be removed or die, all the
estates, property, rights, powers, trusts, duties and obligations of said
separate trustee or co-trustee, so far as permitted by law, shall vest in and be
exercised by the Indenture Trustee, without the appointment of a successor to
said separate trustee or co-trustee, until the appointment of a successor to
said separate trustee or co-trustee is necessary as provided in this Indenture.

     (d) Any notice, request or other writing, by or on behalf of any
Noteholder, delivered to the Indenture Trustee shall be deemed to have been
delivered to all separate trustees and co-trustees.

     (e) Although co-trustees may be jointly liable, no co-trustee or separate
trustee shall be severally liable by reason of any act or omission of the
Indenture Trustee or any other such trustee hereunder.

     Section 5.14. Hedge Agreements.

     The Indenture Trustee shall collect amounts due under the Hedge Agreements
and deposit such amounts into the Collection Account. If the Indenture Trustee
receives notice or obtains actual knowledge of an "Event of Default" or
"Termination Event" under any Hedge Agreement, the Indenture Trustee shall
notify the Majority Noteholder of such "Event of Default" or "Termination Event"
and take any action as the Majority Noteholder may direct.

     Section 5.15. Article V Provisions.

     Whether or not expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Indenture Trustee is subject to the provisions of this Article V.

                                   ARTICLE VI

                             REPORTS TO NOTEHOLDERS

     Section 6.01. Reports to Noteholders and Others.

     (a) On each Payment Date, the Indenture Trustee shall upon receipt from the
Servicer and the Master Servicer, respectively, make the Servicer Certificate
and the Master Servicer Certificate available each month to each Noteholder (the
"Interested Parties") by having a paper

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<PAGE>

copy mailed to them via first class mail or faxed to them by providing their
contact information to the Indenture Trustee in writing.

     (b) Within a reasonable period of time after the end of each calendar year,
upon request unless required pursuant to the Code, (but in no event more than 60
days following the end of such calendar year), the Indenture Trustee shall
prepare, or cause to be prepared, and mail to each Person who at any time during
the calendar year was a Noteholder (i) a statement containing the aggregate
amount of principal and interest payments on the Notes for such calendar year or
applicable portion thereof during which such person was a Noteholder and (ii)
such other customary information as the Indenture Trustee deems necessary or
desirable for Noteholders to prepare their federal, state and local income tax
returns. The obligations of the Indenture Trustee in the immediately preceding
sentence shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Indenture Trustee pursuant to
any requirements of the Code. As soon as practicable following the request of
any Noteholder in writing, the Indenture Trustee shall furnish to such
Noteholder such information regarding the Receivables as such holder may
reasonably request.

     Section 6.02. Reserved.

     Section 6.03. Access to Certain Information.

     (a) The Indenture Trustee shall afford to the Issuer, Master Servicer, the
Servicer, the Receivables Seller and any Holder or Holders of Notes, and to the
OTS, the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Noteholder, access to any documentation regarding
the Receivables within its control that may be required to be provided by this
Indenture or by applicable law. Such access shall be afforded without charge but
only upon reasonable prior written request and during normal business hours at
the offices of the Indenture Trustee designated by it.

     (b) The Indenture Trustee shall maintain at its office primarily
responsible for administration of the Trust Estate and shall deliver to the
Issuer, the Master Servicer, the Servicer, the Receivables Seller and any
Noteholder or Person identified to the Indenture Trustee as a prospective
transferee of a Note or an interest therein (at the reasonable request and
expense of the requesting party), copies of the following items (to the extent
that such items have been delivered to the Indenture Trustee or the Indenture
Trustee can cause such items to be delivered to it without unreasonable burden
or expense): (i) this Indenture and any of the other Basic Documents and any
amendments hereto or thereto; (ii) all reports prepared by, and all reports
delivered to, the Indenture Trustee or the Master Servicer or the Servicer since
the Closing Date; (iii) all Officer's Certificates delivered by the Master
Servicer or the Servicer since the Closing Date and all Officer's Certificates
delivered by the Issuer since the Closing Date; (iv) all Accountants' Reports
caused to be delivered by the Master Servicer or Servicer since the Closing
Date; and (v) each of the Receivables Files. The Indenture Trustee shall make
available copies of any and all of the foregoing items upon request of any party
set forth in the previous sentence. However, the Indenture Trustee shall be
permitted to require of such party the payment of a sum sufficient to cover the
reasonable costs and expenses of providing such copies as are requested by such
party.

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<PAGE>

                                   ARTICLE VII

                       PURCHASE OF ADDITIONAL RECEIVABLES

     Section 7.01. Purchase of Additional Receivables.

     On each Transfer Date following the Closing Date, subject to satisfaction
of the Funding Conditions and the other requirements of Section 7.01, the
Indenture Trustee shall pay to or at the direction of the Depositor the Sales
Price for the additional Receivables to be acquired by the Issuer on such
Transfer Date.

     Two Business Days prior to each Transfer Date, the Issuer shall provide (or
cause to be provided) to the Indenture Trustee and the Initial Noteholder a
Notice of Additional Receivables with respect to the Receivables to be conveyed
by the Receivables Seller to the Depositor and the Depositor to the Issuer on
such Transfer Date. On each Transfer Date following the Closing Date, upon
receipt by the Indenture Trustee of (i) the related S&SA Assignment and RPA
Assignment and (ii) written certification by Receivables Seller that the Funding
Conditions have been satisfied on or prior to such Transfer Date, the Indenture
Trustee shall pay the Sales Price with respect to the related Receivables in
accordance with Section 2.10(c)(vii)(C), provided that the Indenture Trustee
shall not fund the Sales Price of the additional Receivables if it receives
notice from Initial Noteholder that any of the Funding Conditions have not been
satisfied.

     The funding by the Indenture Trustee of the Sales Price with respect to any
Receivable shall be subject to the satisfaction on the related Transfer Date of
the following conditions precedent (the "Funding Conditions"):

          (i) the Issuer shall have delivered (or caused to be delivered) to the
     Indenture Trustee and the Initial Noteholder the related Notice of
     Additional Receivables, S&SA Assignment and RPA Assignment;

          (ii) as of such Transfer Date, neither the Receivables Seller nor the
     Issuer shall (A) be insolvent, (B) be made insolvent by the transfer of the
     related Receivables or (C) have reason to believe that its insolvency is
     imminent;

          (iii) the Facility Period shall not have terminated;

          (iv) as of such Transfer Date (after giving effect to the transfer of
     the related Receivables and application of the Available Funds on such
     Transfer Date), an Overcollateralization Shortfall shall not exist;

          (v) each of the representations and warranties made by the Receivables
     Seller under the Receivables Purchase and Contribution Agreement with
     respect to the Receivables shall be true and correct in all material
     respects as of such Transfer Date with the same effect as if then made and
     each of the Receivables Seller, the Depositor and the Issuer shall have
     performed all obligations to be performed by it under the Basic Documents
     on or prior to such Transfer Date;

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<PAGE>

          (vi) the Seller, the Depositor or the Issuer shall have taken any
     action reasonably requested by the Indenture Trustee or the Noteholders
     required to maintain the ownership interest of the Issuer and the first
     priority lien of the Indenture Trustee in the Trust Estate;

          (vii) all conditions precedent to the sale and contribution of the
     related Receivables pursuant to the Receivables Purchase and Contribution
     Agreement shall have been fulfilled as of such Transfer Date; and

          (viii) no action has been taken or omitted to have been taken that
     would impair the lien or rights of the Indenture Trustee in the Trust
     Estate.

                                  ARTICLE VIII

                       SUPPLEMENTAL INDENTURES; AMENDMENTS

     Section 8.01. Supplemental Indentures or Amendments Without Consent of
Noteholders.

     With the consent of the Majority Noteholders, the Issuer and the Indenture
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, or one or more amendments hereto or to the Notes
or the other Basic Documents, for any of the following purposes:

     (1) to convey, transfer, assign, mortgage or pledge any property to the
Indenture Trustee;

     (2) to correct any manifestly incorrect description, or amplify the
description, of any property subject to the lien of this Indenture;

     (3) to modify the Indenture or the Basic Documents as required by, or made
necessary by any change in, applicable law;

     (4) to evidence and provide for the acceptance of appointment by a
successor Indenture Trustee, Master Servicer or Servicer; or

     (5) to correct any mistake or typographical error or cure any ambiguity, or
to cure, correct or supplement any defective or inconsistent provision herein or
in the Notes or the other Basic Documents.

     No such supplemental indenture or amendment shall be effective unless (i)
the Issuer obtains a Tax Opinion and obtains an Opinion of Counsel to the effect
that such supplemental indenture or amendment would not cause the Notes to be
characterized other than as indebtedness for federal income tax purposes or
cause the Notes to be deemed to have been exchanged for a new debt instrument
pursuant to Treasury Regulation (S)1.1001-3, and furnishes each such Opinion of
Counsel to the Indenture Trustee in connection therewith, and (ii) with respect
to the clauses (1) and (3) above, the party requesting such supplemental
indenture or amendment furnishes to the Indenture Trustee and the Issuer an
Opinion of Counsel that, such

                                      -45-

<PAGE>

action will not adversely affect the interests of Noteholders under this
Indenture in any material way.

     Section 8.02. Supplemental Indentures With Consent of Noteholders.

     With the consent of the Noteholders of not less than 66 2/3% in aggregate
Note Principal Balance of the Outstanding Notes, the Issuer and the Indenture
Trustee may enter into one or more indentures supplemental hereto, or one or
more amendments hereto or to the Notes or the Receivables Purchase Agreement,
for the purpose of adding any provisions hereto or thereto, changing in any
manner or eliminating any of the provisions hereof or thereof or modifying in
any manner the rights of the Noteholders hereunder or thereunder; provided that
no such supplemental indenture or amendment shall be effective unless the Issuer
obtains a Tax Opinion and obtains an Opinion of Counsel to the effect that such
supplemental indenture or amendment would not cause the Notes to be
characterized other than as indebtedness for federal income tax purposes or
cause the Notes to be deemed to have been exchanged for a new debt instrument
pursuant to Treasury Regulation (S) 1.1001-3 and, furnishes each such Opinion of
Counsel to the Indenture Trustee in connection therewith; and provided, further,
that no such supplemental indenture or amendment shall, without the consent of
the Noteholders of 100% in aggregate Note Principal Balance of the Outstanding
Notes affected thereby,

          (1) change the Maturity Date or the Payment Date of any principal,
     interest or other amount on any Note, or reduce the Note Principal Balance
     thereof or the Floating Rate thereon, or authorize the Indenture Trustee to
     agree to delay the timing of, or reduce the payments to be made on or in
     respect of, the Receivables except as provided herein or in the Receivables
     Purchase Agreement, or change the coin or currency in which the principal
     of any Note or interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment on or after the
     Maturity Date thereof;

          (2) reduce the percentage of the then aggregate Note Principal Balance
     of the Outstanding Notes, the consent of whose Noteholders is required for
     any such supplemental indenture or amendment, or the consent of whose
     Noteholders is required for any waiver of defaults hereunder and their
     consequences provided for in this Indenture, or for any other reason under
     this Indenture (including for actions taken by the Indenture Trustee
     pursuant to Section 5.01(a) hereof);

          (3) change any obligation of the Issuer to maintain an office or
     agency in the places and for the purposes specified in Section 9.01;

          (4) except as otherwise expressly provided in this Indenture, deprive
     any Noteholder of the benefit of a first priority security interest in the
     Trust Estate as provided in this Indenture;

          (5) modify Section 2.10; or

          (6) release from the lien of the Indenture (except as specifically
     permitted hereby on the date of execution hereof) all or any part of the
     Trust Estate.

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<PAGE>

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

     Section 8.03. Delivery of Supplements and Amendments.

     Promptly after the execution by the Issuer and the Indenture Trustee of any
supplemental indenture or amendment pursuant to the provisions hereof, the
Indenture Trustee, at the expense of the Issuer payable out of the Trust Estate
pursuant to Section 5.04, shall furnish a notice setting forth in general terms
the substance of such supplemental indenture or amendment to each Noteholder at
the address for such Noteholder set forth in the Note Register.

     Section 8.04. Execution of Supplemental Indentures, etc.

     In executing, or accepting the additional trusts created by, any
supplemental indenture or amendment permitted by this Article or in accepting
the modifications thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, at the Issuer's expense payable out of the
Trust Estate pursuant to Section 5.04, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture, amendment or modification is authorized or permitted by this
Indenture. The Indenture Trustee may, but shall not be obligated to, enter into
any such supplemental indenture or amendment or consent to any such modification
which affects the Indenture Trustee's own rights, duties or immunities under
this Indenture or otherwise.

                                   ARTICLE IX

                              COVENANTS; WARRANTIES

     Section 9.01. Maintenance of Office or Agency.

     The Issuer shall maintain or cause to be maintained an office or agency in
the continental United States where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer shall give
prompt written notice to the Indenture Trustee and the Noteholders of the
location, and any change in the location, of such office or agency.

     The Issuer may also from time to time designate one or more other offices
or agencies outside the United States where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Issuer of its obligation to maintain an office or agency
in accordance with the requirements set forth in the preceding paragraph. The
Issuer shall give prompt written notice to the Indenture Trustee, Noteholders of
any such designation or rescission and of any change in the location of such
office or agency.

     Section 9.02. Existence.

     Subject to Section 9.09, the Issuer will keep in full effect its existence,
rights and franchises under the laws of its jurisdiction of organization, and
the existence, rights and franchises (if any) of the Issuer under the laws of
its jurisdiction of organization.

                                      -47-

<PAGE>

     Section 9.03. Payment of Taxes and Other Claims.

     The Issuer shall pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, all taxes, assessments and governmental
charges levied or imposed upon the Issuer or upon the income, profits or
property of the Issuer, or shown to be due on the tax returns filed by the
Issuer, except any such taxes, assessments, governmental charges or claims which
the Issuer is in good faith contesting in appropriate proceedings and with
respect to which reserves are established if required in accordance with GAAP,
provided, that such failure to pay or discharge will not cause a forfeiture of,
or a lien to encumber, any property included in the Trust Estate. The Indenture
Trustee is authorized to pay out of the Note Payment Account, prior to making
payments on the Notes, any such taxes, assessments, governmental charges or
claims which, if not paid, would cause a forfeiture of, or a lien to encumber,
any property included in the Trust Estate.

     Section 9.04. Validity of the Notes; Title to the Trust Estate; Lien.

     (a) The Issuer represents and warrants that the Issuer is duly authorized
under applicable law to create and issue the Notes, to execute and deliver this
Indenture, the other documents referred to herein to which it is a party and all
instruments included in the Trust Estate which it has executed and delivered,
and that all corporate action and governmental consents, authorizations and
approvals necessary or required therefor have been duly and effectively taken or
obtained. The Notes, when issued, will be, and this Indenture and such other
documents are, valid and legally binding obligations of the Issuer enforceable
in accordance with their terms.

     (b) The Issuer represents and warrants that, immediately prior to its Grant
of the Trust Estate provided for herein, it had good title to, and was the sole
owner of, each Receivable, free and clear of any pledge, lien, encumbrance or
security interest.

     (c) The Issuer represents and warrants that, upon the issuance of the
Notes, the Indenture Trustee has a valid and enforceable first priority security
interest in the Trust Estate, subject only to exceptions permitted hereby.

     (d) The Issuer represents and warrants that the Indenture is not required
to be qualified under the 1939 Act and that the Issuer is not required to be
registered as an "investment company" under the 1940 Act.

     Section 9.05. Protection of Trust Estate.

     The Issuer and, to the extent directed by the Issuer or the Majority
Noteholders, the Indenture Trustee shall execute and deliver all such amendments
and supplements hereto (subject to Sections 8.01 and 8.02) and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and shall take such other action necessary or advisable
to:

     (a) Grant more effectively all or any portion of the Trust Estate securing
the Notes;

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<PAGE>

     (b) maintain or preserve the lien (and the priority thereof) of this
Indenture or carry out more effectively the purposes hereof;

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

     (d) enforce any of the Receivables included in the Trust Estate; or

     (e) preserve and defend title to the Trust Estate securing the Notes and
the rights of the Indenture Trustee, and of the Noteholders, in the Trust Estate
against the claims of all Persons and parties.

     The Issuer hereby designates the Indenture Trustee, its agent and
attorney-in-fact, to execute any financing statement, continuation statement or
other instrument required pursuant to this Section 9.05; provided that, subject
to and consistent with Section 5.01, the Indenture Trustee will not be obligated
to prepare or file any such statements or instruments.

     Section 9.06. Nonconsolidation.

     The Issuer shall at all times:

     (a) maintain separate corporate records and books of account from any other
person or entity;

     (b) maintain separate bank accounts from any other person or entity;

     (c) maintain its assets in its own name and not commingle its assets with
those of any other person or entity;

     (d) conduct its own business in its own name;

     (e) maintain separate financial statements, showing its assets and
liabilities separate and apart from those of any other person or entity and not
have its assets listed on the financial statements of any other person or entity
(other than as required with respect to consolidated financial statements
prepared in accordance with generally accepted accounting principles, and with
respect to any consolidated or combined financial statements having appropriate
footnotes indicating that the Issuer is a separate legal entity);

     (f) pay its own liabilities and expenses only out of its own funds;

     (g) observe all corporate and other organizational formalities;

     (h) maintain an arm's length relationship with each of its Affiliates;

     (i) pay the salaries of its employees, if any, out of its own funds;

     (j) maintain a sufficient number of employees or engage independent agents,
in each case to the extent reasonably required in light of its contemplated
business operations;

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<PAGE>

     (k) not guarantee, become obligated or pay for the debts of any other
entity or person;

     (l) not hold out its credit as being available to satisfy the obligations
of any other person or entity;

     (m) not pledge its assets for the benefit of any other party (except the
pledges set forth in this Indenture);

     (n) hold itself out as a separate entity;

     (o) correct any known misunderstanding regarding its separate identity; and

     (p) maintain adequate capital in light of its contemplated business
operations.

     Section 9.07. Negative Covenants.

     The Issuer shall not:

     (a) sell, transfer, exchange or otherwise dispose of any of the Collateral,
except as expressly permitted by this Indenture;

     (b) dissolve or liquidate in whole or in part, except as provided in
Section 9.09;

     (c) engage, directly or indirectly, in any business other than that arising
out of the issue of the Notes, and the actions contemplated or required to be
performed under this Indenture or the other Basic Documents;

     (d) incur, create or assume any indebtedness for borrowed money other than
the Notes;

     (e) make or permit to remain outstanding, any loan or advance to, or own or
acquire any stock or securities of, any Person other than the Receivables and
any other instruments constituting part of the Trust Estate, it being understood
that the Issuer's purchase of Receivables does not constitute lending, making
advances or acquiring stock; or

     (f) voluntarily file a petition for bankruptcy, reorganization, assignment
for the benefit of creditors or similar proceeding.

     Section 9.08. Reserved.

     Section 9.09. Issuer may Consolidate, Etc., only on Certain Terms.

     (a) The Issuer shall not consolidate or merge with or into any other Person
or convey or transfer the Trust Estate to any Person without the consent of
Noteholders with an aggregate Note Principal Balance of not less than 66 2/3% of
the aggregate Note Principal Balance of the Outstanding Notes and unless:

          (i) the Person (if other than the Issuer) formed by or surviving such
     consolidation or merger or that acquires by conveyance or transfer the
     Trust Estate (the

                                      -50-

<PAGE>

     "Successor Person"), shall be a Person organized and existing under the
     laws of the United States of America or any State and shall have expressly
     assumed, executed and delivered to the Indenture Trustee, the obligation
     (to the same extent as the Issuer was so obligated) to make payments of
     principal, interest and other amounts on all of the Notes and pay all
     amounts owned by the Issuer under this Indenture, and the obligation to
     perform every 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 Issuer shall have delivered to the Indenture Trustee an
     Officer's Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, conveyance or transfer comply with and satisfy all
     conditions precedent relating to the transactions set forth in this Section
     9.09;

          (iv) the Successor Person shall have delivered to the Indenture
     Trustee an Officer's Certificate and an Opinion of Counsel each stating
     that, with respect to a Successor Person that is a corporation, limited
     liability company, partnership or trust, such Successor Person shall be
     duly organized, validly existing and in good standing in the jurisdiction
     in which such Successor Person is organized; that the Successor Person has
     sufficient power and authority to assume the obligations set forth in
     clause (i) above and to execute and deliver an indenture supplemental
     hereto for the purpose of assuming such obligation; that the Successor
     Person has duly authorized the execution, delivery and performance of an
     indenture supplemental hereto for the purpose of assuming such obligations;
     and that such supplemental indenture is a valid, legal and binding
     obligation of the Successor Person, enforceable in accordance with its
     terms, subject only to bankruptcy, reorganization, insolvency and other
     laws affecting the enforcement of creditor's rights generally and to
     general principles of equity (regardless of whether such enforceability is
     considered in a proceeding in equity or law); and that, immediately
     following the event which causes the Successor Person to become the
     Successor Person, (A) the Successor Person has good and marketable title,
     free and clear of any lien, security interest or charge other than the lien
     and security interest of this Indenture and any other lien permitted
     hereby, to the Collateral and (B) the Indenture Trustee continues to have a
     perfected first priority security interest in the Collateral.

     (b) Upon any consolidation or merger, or any conveyance or transfer of the
Trust Estate securing the Notes, the Successor Person 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 Successor Person had been named
as the Issuer herein. In the event of any such conveyance or transfer of the
Trust Estate permitted by this Section 9.09, the Person named as the "Issuer" in
the first paragraph of this Indenture, or any successor that shall theretofore
have become such in the manner prescribed in this Article and that has
thereafter effected such a conveyance or transfer, may be dissolved, wound-up
and liquidated at any time thereafter, and such Person thereafter shall be
released from its liabilities as obligor and maker on all of the then
Outstanding Notes and from its obligations under this Indenture.

                                      -51-

<PAGE>

     Section 9.10. Purchase of Notes.

     The Issuer may reacquire Notes, in its discretion, by open market purchases
in privately negotiated transactions or otherwise.

     Section 9.11. Indemnification.

     (a) Without limiting any other rights that an Indemnified Party may have
hereunder or under applicable law, the Issuer hereby agrees to indemnify each
Indemnified Party (as defined below) from and against any and all Indemnified
Amounts (as defined below), excluding, however, Indemnified Amounts to the
extent resulting from gross negligence, bad faith or willful misconduct on the
part of such Indemnified Party. To the extent that the foregoing undertaking to
indemnify the Indemnified Parties may be unenforceable because it is violative
of any law or public policy, the Issuer nevertheless shall pay such amounts as
may be permitted under applicable law to satisfy its indemnification obligations
hereunder to the fullest extent permissible under applicable law.

     Without limiting or being limited by the foregoing, the Issuer shall pay in
accordance with Section 2.10(c) to each Indemnified Party any and all amounts
necessary to indemnify such Indemnified Party from and against any and all
Indemnified Amounts relating to or resulting from:

          (i) a breach of any representation or warranty made by the Issuer
     under or in connection with this Indenture or any other Basic Document; or

          (ii) the failure by the Issuer to comply with any term, provision or
     covenant contained in this Indenture or any other Basic Document, or any
     agreement executed by it in connection with this Indenture or any other
     Basic Document; or

          (iii) any information prepared by and furnished or to be furnished by
     any of the Issuer or the Receivables Seller or any of their Affiliates
     pursuant to or in connection with the transactions contemplated hereby
     including, without limitation, such written information as may have been
     and may be furnished in connection with any due diligence investigation
     with respect to the business, operations, financial condition of the
     Issuer, the Receivables Seller, any of their Affiliates or with respect to
     the Receivables, to the extent such information contains any untrue
     statement or alleged untrue statement of material fact.

     (b) Any Indemnified Amounts subject to the indemnification provisions of
this Section 9.11 shall be paid to the Indemnified Party within 15 Business Days
following demand therefor; provided that, prior to an Event of Default, amounts
payable under this Section 9.11 shall only be payable on Payment Dates pursuant
to Section 2.10(c). "Indemnified Party" means any of the Indenture Trustee, the
Owner Trustee, the Securities Intermediary and the Secured Parties and their
officers, employees, directors, attorneys, consultants, agents and successors or
assigns. "Indemnified Amounts" means any and all claims, losses, liabilities,
obligations, damages, penalties, actions, judgments, suits, and related
reasonable costs and reasonable expenses of any nature whatsoever, including
reasonable attorneys' fees and disbursements,

                                      -52-

<PAGE>

imposed on, incurred by or asserted against an Indemnified Party with respect to
this Indenture or any other Basic Document.

Promptly after an Indemnified Party shall have been served with the summons or
other first legal process or shall have received written notice of the threat of
a claim in respect of which an indemnity may be claimed against the Issuer under
this Section 9.11, the Indemnified Party shall notify the Issuer in writing of
the service of such summons, other legal process or written notice, giving
information therein as to the nature and basis of the claim, but failure so to
notify the Issuer shall not relieve the Issuer from any liability which it may
have hereunder or otherwise except to the extent that the Issuer is prejudiced
by such failure so to notify the Issuer. The Issuer will be entitled, at its own
expense, to participate in the defense of any such claim or action and to assume
the defense thereof, with counsel reasonably satisfactory to such Indemnified
Party, unless the defendants in any such action include both the Indemnified
Party and the Issuer, and the Indemnified Party (upon the advice of counsel)
shall have reasonably concluded that there may be legal defenses available to it
that are different from or additional to those available to the Issuer, or one
or more Indemnified Parties, and which in the reasonable opinion of such counsel
are sufficient to create a conflict of interest for the same counsel to
represent both the Issuer and such Indemnified Party; provided, however, that
the Issuer shall not be responsible for the fees and expenses of more than one
firm of attorneys for all Indemnified Parties related to the Issuer and the
Secured Parties and one firm of attorneys for the Indenture Trustee. Each
Indemnified Party shall cooperate with the Issuer in the defense of any such
action or claim. The Issuer shall not, without the prior written consent of the
Indemnified Party, effect any settlement of any pending or threatened proceeding
in respect of which any Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such proceeding or
threatened proceeding.

                                   ARTICLE X

                                  MISCELLANEOUS

     Section 10.01. Execution Counterparts.

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

     Section 10.02. Compliance Certificates and Opinions, etc.

     Upon any application or request by the Issuer to the Indenture Trustee to
take any action under any provision of this Indenture, the Issuer shall furnish
to the Indenture Trustee 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.

                                      -53-

<PAGE>

     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

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

     Section 10.03. Form of Documents Delivered to Indenture 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 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 Issuer, stating
that the information with respect to such factual matters is in the possession
of 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 Indenture Trustee, it is provided that any Person
shall deliver any document as a condition of the granting of such application,
or as evidence of such Person'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

                                      -54-

<PAGE>

stated in such document shall in such case be conditions precedent to the right
of such Person to have such application granted or to the sufficiency of such
certificate or report. The foregoing shall not, however, be construed to affect
the Indenture Trustee's right to rely upon the truth and accuracy of any
statement or opinion contained in any such document as provided in Article V.

     Section 10.04. 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
Indenture 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. 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 5.01) conclusive in favor of
the Indenture Trustee and the Issuer, if made in the manner provided in this
Section. With respect to authorization to be given or taken by Noteholders, the
Indenture Trustee shall be authorized to follow the written directions or the
vote of the Majority Noteholders, unless any greater or lesser percentage is
required by the terms hereunder.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner that the Indenture Trustee deems
sufficient.

     (c) The Note Principal Balance and serial numbers of Notes held by any
Person, and the date of holding the same, shall be proved by the Note Register.

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

     Section 10.05. Computation of Percentage of Noteholders.

     Whenever this Indenture states that any action may be taken by a specified
percentage of the Noteholders, such statement shall mean that such action may be
taken by the Noteholders of such specified percentage of the aggregate Note
Principal Balance of the Outstanding Notes.

     Section 10.06. Notice to the Indenture Trustee, the Issuer and Certain
Other Persons.

     Any communication provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given if delivered by courier or mailed by first class mail, postage
prepaid, or if transmitted by telecopier and confirmed in a writing delivered or
mailed as aforesaid, to: (i) in the case of the Issuer, AmeriCredit Owner Trust
2003-1, c/o Deutsche Bank Trust Company Delaware, 1001 Centre

                                      -55-

<PAGE>

Road, Suite 200, Wilmington, Delaware 19805-1266 with a copy to Deutsche Bank
Trust Company Americas, Corporate Trust and Agency Services, Structured Finance
Services, 280 Park Avenue, 9th Floor, New York, New York 10017-1270 and (ii) in
the case of the Indenture Trustee, Bank One, NA, 1111 Polaris Parkway, Suite 1K,
OH1-0181, Columbus, Ohio 43240, or as to each such Person, such other address or
facsimile number as may hereafter be furnished by such Person to the parties
hereto in writing.

     Section 10.07. Notices to Noteholders; Notification Requirements and
Waiver.

     Where this Indenture provides for notice to Noteholders of any event, such
notice shall be sufficiently given if in writing and delivered by courier or
mailed by first-class mail, postage prepaid; to each Noteholder affected by such
event, at its 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 delivered or mailed in the
manner herein 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 be filed with the Indenture 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 courier and 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 Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

     Section 10.08. Successors and Assigns.

     All covenants and agreements in this Indenture by the Issuer shall bind its
successors and permitted assigns, whether so expressed or not.

     Section 10.09. Separability Clause.

     In case any provision of this Indenture or of the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall, to the extent permitted by law, not in any way be
affected or impaired thereby.

     Section 10.10. Governing Law.

     (a) THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).

                                      -56-

<PAGE>

     (b) Any action or proceeding against any of the parties hereto relating in
any way to this Indenture or any Note or the Trust Estate may be brought and
enforced in the courts of the State of New York sitting in the borough of
Manhattan or of the United States District Court for the Southern District of
New York and the Issuer irrevocably submits to the jurisdiction of each such
court in respect of any such action or proceeding. The Issuer hereby waives, to
the fullest extent permitted by law, any right to remove any such action or
proceeding by reason of improper venue or inconvenient forum.

     Section 10.11. 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 10.12. Benefits of Indenture.

     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, the
Noteholders and any other party secured hereunder or named as a beneficiary of
any provision hereof, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

     Section 10.13. Recording of Indenture.

     If this Indenture is subject to recording in any appropriate public
recording offices, such recording is to be effected by and at the expense of the
Issuer upon written request of the Initial Noteholder accompanied by an Opinion
of Counsel (which may be rendered by counsel reasonably acceptable to the
Initial Noteholder and which shall be an expense of the Issuer) 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 Indenture Trustee under this Indenture.

     Section 10.14. Non-Recourse Obligation.

     Notwithstanding any other provision of this Indenture, the obligations of
the Issuer under this Indenture and the Notes are limited recourse obligations
of the Issuer, payable solely from the Collateral in accordance with the terms
of this Indenture.

     No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer on the Notes or under this Indenture (other than with
respect to Permitted Investments as to which such Person is the issuer) or any
certificate or other writing delivered in connection herewith or therewith,
against (i) any owner of an interest in the Issuer or (ii) any partner, owner,
beneficiary, agent, officer, director, employee, agent or Control Person of the
Indenture Trustee in its individual capacity, the Indenture Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee does not have any such obligations
in its individual capacity). It is understood that the foregoing provisions of
this Section shall not (i) prevent recourse to the Collateral for the sums due
or to become due under any security, instrument or agreement which is part of
the Collateral or (ii) constitute a waiver, release or discharge of any
indebtedness or obligation evidenced by the Notes or secured by this Indenture,
and the same shall continue until paid or discharged. It is further understood

                                      -57-

<PAGE>

that the foregoing provisions of this Section shall not limit the right of any
person to name the Issuer as a party defendant in any action or suit or in the
exercise of any other remedy under the Notes or this Indenture, so long as no
judgment in the nature of a deficiency judgment or seeking personal liability
shall be asked for or (if obtained) enforced against any such person or entity.

     Section 10.15. Inspection.

     The Issuer agrees that, on reasonable prior notice, it will permit any
representative of the Indenture Trustee, 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 relating to the Receivables with the Issuer's
officers, employees, and independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) or the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.

     Section 10.16. Method of Payment.

     Except as otherwise provided in Section 2.10(b), all amounts payable or to
be remitted pursuant to this Indenture shall be paid or remitted or caused to be
paid or remitted in immediately available funds by wire transfer to an account
specified in writing by the recipient thereof.

     Section 10.17. No Recourse.

     It is expressly understood and agreed by the parties hereto that (a) this
Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not
individually or personally but solely as Owner Trustee of the Issuer, in the
exercise of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Deutsche Bank Trust Company Delaware but is made and intended for
the purpose of binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability on Deutsche Bank Trust Company Delaware,
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties
hereto and (d) under no circumstances shall Deutsche Bank Trust Company Delaware
be personally liable for the payment of any indebtedness or expenses of the
Issuer or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuer under this Agreement or
any other related documents.

     Section 10.18. Bank One.

     Each of the parties hereto acknowledges that Bank One, NA, either directly
or through one or more of its Affiliates provides, or may in the future from
time to time provide, various products and services to AmeriCredit Financial
Services, Inc. and/or its Affiliates, either directly

                                      -58-

<PAGE>

or as agent, trustee, custodian, securities intermediary, paying agent,
liquidity provider or in some other similar or dissimilar role (collectively,
the "Bank One Roles") and each of the parties hereto hereby acknowledges and
consents to the Bank One Roles and agrees that Bank One, NA may hold such Bank
One Roles with the same rights that it would have if it were not Indenture
Trustee hereunder, provided that Bank One, NA shall not set off any amounts
received by Bank One, NA in its capacity as Indenture Trustee hereunder against
any amounts owed to Bank One, NA in any other capacity including, without
limitation, any Bank One Roles.

                                      -59-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                     AMERICREDIT OWNER TRUST 2003-1

                                     By: DEUTSCHE BANK TRUST COMPANY DELAWARE,
                                     not in its individual capacity but
                                     solely as Owner Trustee


                                     By: /s/ Louis Bodi
                                         ---------------------------------------
                                     Name: Louis Bodi
                                     Title: Vice President


                                     BANK ONE, NA, as Indenture Trustee


                                     By: /s/ John J. Rothrock
                                         ---------------------------------------
                                     Name: John J. Rothrock
                                     Title: Authorized Signer

<PAGE>

STATE OF                            )
                                    )ss.:
COUNTY OF                           )

     On this      day of March, 2003, before me, the undersigned officer,
             ----
personally appeared                                       , and acknowledged
                    --------------------------------------
himself to me to be the                       of                         , and
                        ---------------------    ------------------------
that as such officer, being duly authorized to do so pursuant to such entity's
by-laws or a resolution of its board of directors, executed and acknowledged the
foregoing instrument for the purposes therein contained, by signing the name of
such entity by himself or herself as such officer as his or her free and
voluntary act and deed and the free and voluntary act and deed of said entity.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                --------------------------------
                                                Notary Public

NOTARIAL SEAL

<PAGE>

STATE OF                   )
                           ):ss.
COUNTY OF                  )

     On this     day of March, 2003, before me, the undersigned officer,
             ---
personally appeared                     , and acknowledged himself to me to be
                    --------------------
the                              of                            , and that as
    ----------------------------    ---------------------------
such officer, being duly authorized to do so pursuant to such entity's by-laws
or a resolution of its board of directors, executed and acknowledged the
foregoing instrument for the purposes therein contained, by signing the name of
such entity by himself or herself as such officer as his or her free and
voluntary act and deed and the free and voluntary act and deed of said entity.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                 -------------------------------
                                                 Notary Public

NOTARIAL SEAL

<PAGE>

                                    EXHIBIT A

                             FORM OF [CLASS A] NOTES

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
MAXIMUM NOTE PRINCIPAL BALANCE SHOWN ON THE FACE HEREOF.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) FOR SO LONG AS THIS NOTE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE
1933 ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE 1933 ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS OF
THE INDENTURE AND APPLICABLE STATE SECURITIES LAWS.

THIS NOTE MAY NOT BE TRANSFERRED UNLESS THE INDENTURE TRUSTEE HAS RECEIVED A
CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT THE TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT PLAN OR ARRANGEMENT SUBJECT TO TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (EACH, A "PLAN"), AND IS
NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.

Aggregate Principal Balance: $
Maximum Note Principal Balance: $
Initial Percentage Interest: 100%
No.

                                     A-1-1

<PAGE>

                         AmeriCredit Owner Trust 2003-1

                     RECEIVABLES-BACKED NOTES, SERIES 2003-1

          AmeriCredit Owner Trust 2003-1, a Delaware statutory trust (the
"Issuer"), for value received, hereby promises to pay to
                            , or registered assigns (the "Noteholder"), the
----------------------------
principal sum of                             ($    ) or so much thereof as may
                 ---------------------------   ----
be advanced and outstanding hereunder and to pay interest on such principal sum
or such part thereof as shall remain unpaid from time to time, at the rate and
at the times provided in the Indenture. Principal of this Note is payable on
each Payment Date in an amount equal to the result obtained by multiplying (i)
the Percentage Interest of this Note by (ii) the principal amount distributed in
respect of such Payment Date.

          The Outstanding Note Principal Balance of this Note bears interest at
the Note Rate. On each Payment Date amounts in respect of interest on this Note
will be paid in an amount equal to the result obtained by multiplying (i) the
Percentage Interest of this Note by (ii) the aggregate amount paid in respect of
interest on the Notes with respect to such Payment Date.

          Capitalized terms used but not defined herein have the meanings set
forth in the Indenture (the "Indenture"), dated as of March 18, 2003 between the
Issuer and Bank One, NA, as Indenture Trustee (the "Indenture Trustee").

          Absent manifest error, the Note Principal Balance of each Note as set
forth in the notations made by the related Noteholder on such Note shall be
binding upon the Indenture Trustee and the Issuer; provided that failure by a
Noteholder to make such recordation on its Note or any error in such notation
shall not adversely affect any Noteholder's rights with respect to its Note
Principal Balance and its right to receive principal and interest payments in
respect thereof.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          The statements in the legend set forth above are an integral part of
the terms of this Note and by acceptance hereof each Holder of this Note agrees
to be subject to and bound by the terms and provisions set forth in such legend.

          Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Indenture Trustee, by manual signature,
this Note shall not entitle the Noteholder hereof to any benefit under the
Indenture or the Note Purchase Agreement and/or be valid for any purpose.

          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN
THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PROVISIONS THEREOF.

                                     A-1-2

<PAGE>

     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.

Date: March   , 2003
            --
                                     AMERICREDIT OWNER TRUST 2003-1

                                     By: DEUTSCHE BANK TRUST COMPANY DELAWARE,
                                     not in its individual capacity but solely
                                     as Owner Trustee


                                     By:
                                        ----------------------------------------
                                        Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: March    , 2003
             --
                                     BANK ONE, NA, not in its individual
                                     capacity but solely as Indenture Trustee


                                     By:
                                         ------------------------------
                                              Authorized Signatory

                                      A-1-3

<PAGE>

                                [Reverse Of Note]

          This Note is one of the duly authorized Notes of the Issuer,
designated as its Receivables-Backed Notes, Series 2003-1 (herein called the
"Notes"), all issued under the Indenture. Reference is hereby made to the
Indenture and all indentures supplemental thereto, and the Note Purchase
Agreement for a statement of the respective rights and obligations thereunder of
the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent
that any provision of this Note contradicts or is inconsistent with the
provisions of the Indenture or the Note Purchase Agreement, the provisions of
the Indenture or the Note Purchase Agreement, as applicable, shall control and
supersede such contradictory or inconsistent provision herein. The Notes are
subject to all terms of the Indenture and the Note Purchase Agreement.

          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 private debts. All payments made by the Issuer
with respect to this Note shall be applied in accordance with the Indenture and
the Note Purchase Agreement.

          The entire unpaid principal amount of this Note shall be due and
payable on the Maturity Date of the Notes pursuant to the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee, at the direction or upon
the prior written consent of the Majority Noteholders, has declared the Notes to
be immediately due and payable in the manner provided in the Indenture. All
payments of principal, interest and other amounts due on the Notes shall be made
pro rata to the Holders of the Notes entitled thereto.

          The Collateral secures this Note and all other Notes equally and
ratably without prejudice, priority or distinction between any Note and any
other Note. The Notes are non-recourse obligations of the Issuer and are limited
in right of payment to amounts available from the Collateral, as provided in the
Indenture. The Issuer shall not otherwise be liable for payments on the Notes,
and none of the owners, agents, officers, directors, employees, or successors or
assigns of the Issuer shall be personally liable for any amounts payable, or
performance due, under the Notes or the Indenture.

          Any installment of interest or principal or other payment on this Note
shall be paid on the applicable Payment Date to the Person in whose name this
Note (or one or more predecessor Notes) is registered in the Note Register as of
the close of business on the related Record Date by wire transfer in immediately
available funds to the account specified in writing by the related Noteholder to
the extent provided by the Indenture and otherwise by check mailed to the
Noteholder.

          Any reduction in the principal amount of this Note (or any one or more
predecessor Notes) effected by any payments made on any Payment 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.

                                      A-1-4

<PAGE>

          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, duly endorsed by, or
accompanied by a written instrument of transfer in the form attached hereto duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Securities Transfer Agent's Medallion Program
("STAMP"), 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 Issuer may require
the Noteholder 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.

          Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture 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
"control person" within the meaning of the 1933 Act and the Exchange Act of the
Indenture Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer or the Indenture Trustee or of any successor or assign of
the Indenture Trustee in its individual capacity, except as any such Person may
have expressly agreed 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.

          Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees by accepting the benefits of the Indenture that such
Noteholder will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes or the Basic Documents.

          The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to
treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.

          Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee 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 none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

                                      A-1-5

<PAGE>

          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 Majority Noteholders. The Indenture
also contains provisions permitting the Holders of Notes representing specified
Percentage Interests of the Outstanding Notes, on behalf of all of the
Noteholders, 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 or 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
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of any Noteholder.

          The term "Issuer" as used in this Note includes any successor to the
Issuer 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.

          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 Basic Documents, none of the Issuer in its individual capacity,
any owner of a beneficial interest in the Issuer, or 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 this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The Holder of this Note by its acceptance hereof
agrees that, except as expressly provided in 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-1-6

<PAGE>

                                   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:

                                                                              */

                              Signature Guaranteed:

                                                                              */

*/NOTICE: 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 whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of STAMP.

                                      A-1-7

<PAGE>

EXHIBIT B

                                      A-2-1

<PAGE>

                                  EXHIBIT B-1A

       FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES TO QUALIFIED
                              INSTITUTIONAL BUYERS

                                     [Date]

Bank One, NA

--------------------

--------------------

--------------------

     Re: AmeriCredit Owner Trust 2003-1, Receivables-Backed Notes, Series 2003-1
(the "Notes")

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
                     (the "Transferor") to                               (the
--------------------                       -----------------------------
"Transferee") of the Notes [having an initial Note Principal Balance as of March
   , 2003 (the "Closing Date") of $              ]. The Notes were issued
---                                --------------
pursuant to an Indenture, dated as of March 18, 2003 (the "Indenture"), between
AmeriCredit Owner Trust 2003-1 as issuer and Bank One, NA as indenture trustee.
All terms used herein and not otherwise defined shall have the meanings set
forth in the Indenture. The Transferee hereby certifies, represents and warrants
to you, as Note Registrar, that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended, and has completed one of the
     forms of certification to that effect attached hereto as Annex A and Annex
     B. The Transferee is aware that the sale to it of the Notes is being made
     in reliance on Rule 144A. The Transferee is acquiring the Notes for its own
     account or for the account of a Qualified Institutional Buyer, and
     understands that such Notes may be resold, pledged or transferred only (i)
     to a person reasonably believed to be a Qualified Institutional Buyer that
     purchases for its own account or for the account of a Qualified
     Institutional Buyer to whom notice is given that the resale, pledge or
     transfer is being made in reliance on Rule 144A, or (ii) pursuant to
     another exemption from registration under the Securities Act.

          2. The Transferee understands that it may not sell or otherwise
     transfer any Notes except in compliance with the provisions of the
     Indenture, which provisions it has carefully reviewed, and that each Notes
     will bear the following legend:

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
          NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
          ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
          THE

                                     B-1A-1

<PAGE>

          ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM,
          OR NOT SUBJECT TO, REGISTRATION.

          3. The Transferee represents to the Issuer and the Indenture Trustee
     that it is not, and is not purchasing on behalf of, as fiduciary of, or
     with assets of, an employee benefit plan within the meaning of section 3(3)
     of the Employee Retirement Income Security Act of 1974, as amended, or a
     plan within the meaning of section 4975 of the Internal Revenue Code of
     1986.

          4. The Transferee has been furnished with all information regarding
     (a) the Notes and distributions thereon, (b) the nature, performance and
     servicing of the Receivables, (c) the Indenture and (d) any other matter
     related thereto, that it has requested.

                                             Very truly yours,

                                             (Transferor)


                                             By:
                                                 -------------------------------
                                             Name:
                                             Title:

                                     B-1A-2

<PAGE>

                                                         ANNEX 1 TO EXHIBIT B-1A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [for Transferees other than Registered Investment Companies]

     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Note Registrar], as Note Registrar, with respect to
the Notes (the "Notes") being transferred as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity purchasing the Notes (the "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule l44A under the Securities Act of 1933 ("Rule 144A") because
     (i) the Transferee owned and/or invested on a discretionary basis
     $                in securities (other than the excluded securities referred
      ---------------
     to below) as of the end of the Transferee's most recent fiscal year (such
     amount being calculated in accordance with Rule 144A) and (ii) the
     Transferee satisfies the criteria in the category marked below.

     ---  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986.

     ---  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any State, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the State or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Note in the case of a U.S. bank, and
          not more than 18 months preceding such date of sale for a foreign bank
          or equivalent institution.

     ---  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar institution, which is supervised and
          examined by a State or Federal authority having supervision over any
          such institutions or is a foreign savings and loan association or
          equivalent institution and (b) has an audited net worth of at least
          $25,000,000 as demonstrated in its latest annual financial statements,
          a copy of which is attached hereto, as of a date not more than 16
          months preceding the date of sale of the Note in the case of a U.S.
          savings and loan association, and not more than 18 months preceding
          such date of sale for a foreign savings and loan association or
          equivalent institution.

                                     B-1A-3

<PAGE>

     ---  Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934.

     ---  Insurance Company. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a State, U.S. territory or the District
          of Columbia.

     ---  State or Local Plan. The Transferee is a plan established and
          maintained by a State, its political subdivisions, or any agency or
          instrumentality of the State or its political subdivisions, for the
          benefit of its employees.

     ---  ERISA Plan. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974, as amended.

     ---  Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940.

     ---  Other. (Please supply a brief description of the entity and a
          cross-reference to the paragraph and subparagraph under subsection
          (a)(1) of Rule 144A pursuant to which it qualifies. Note that
          registered investment companies should complete Annex B rather than
          this Annex A.)

          3. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee, (ii)
     securities that are part of an unsold allotment to or subscription by the
     Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
     certificates of deposit, (iv) loan participations, (v) repurchase
     agreements, (vi) securities owned but subject to a repurchase agreement and
     (vii) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis by the Transferee, the Transferee did not include any
     of the securities referred to in this paragraph.

          4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by the Transferee, the
     Transferee used the cost of such securities to the Transferee, unless the
     Transferee reports its securities holdings in its financial statements on
     the basis of their market value, and no current information with respect to
     the cost of those securities has been published, in which case the
     securities were valued at market. Further, in determining such aggregate
     amount, the Transferee may have included securities owned by subsidiaries
     of the Transferee, but only if such subsidiaries are consolidated with the
     Transferee in its financial statements prepared in accordance with
     generally accepted accounting principles and if the investments of such
     subsidiaries are managed under the Transferee's direction. However, such
     securities were not included if the Transferee is a majority-owned,
     consolidated subsidiary of another enterprise and the Transferee is not
     itself a reporting company under the Securities Exchange Act of 1934.

                                     B-1A-4

<PAGE>

          5. The Transferee acknowledges that it is familiar with Rule 144A and
     understands that the Transferor and other parties related to the Notes are
     relying and will continue to rely on the statements made herein because one
     or more sales to the Transferee may in reliance on Rule 144A.

          ---  ---   Will the Transferee be purchasing the Notes
          Yes  No    only for the Transferee's own account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is purchasing for an account other than its own, such
     account belongs to a third party that is itself a "qualified institutional
     buyer" within the meaning of Rule l44A, and the "qualified institutional
     buyer" status of such third party has been established by the Transferee
     through one or more of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's purchase of the Notes
     will constitute a reaffirmation of this certification as of the date of
     such purchase. In addition, if the Transferee is a bank or savings and loan
     as provided above, the Transferee agrees that it will furnish to such
     parties any updated annual financial statements that become available on or
     before the date of such purchase, promptly after they become available.

                                             Print Name of Transferee


                                             By:
                                                 -------------------------------
                                             Name:
                                             Title:
                                             Date:

                                     B-1A-5

<PAGE>

                                                         ANNEX 2 TO EXHIBIT B-1A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [for Transferees that are Registered Investment Companies]

     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Note Registrar], as Note Registrar, with respect to
the Notes (the "Notes") being transferred as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity purchasing the Notes (the "Transferee") or, if the Transferee is
     a "qualified institutional buyer" as that term is defined in Rule 144A
     under the Securities Act of 1933 ("Rule 144A") because the Transferee is
     part of a Family of Investment Companies (as defined below), is an
     executive officer of the investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
     Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, and (ii) as marked below, the
     Transferee alone owned and/or invested on a discretionary basis, or the
     Transferee's Family of Investment Companies owned, at least $100,000,000 in
     securities (other than the excluded securities referred to below) as of the
     end of the Transferee's most recent fiscal year. For purposes of
     determining the amount of securities owned by the Transferee or the
     Transferee's Family of Investment Companies, the cost of such securities
     was used, unless the Transferee or any member of the Transferee's Family of
     Investment Companies, as the case may be, reports its securities holdings
     in its financial statements on the basis of their market value, and no
     current information with respect to the cost of those securities has been
     published, in which case the securities of such entity were valued at
     market.

     ---  The Transferee owned and/or invested on a discretionary basis
          $              in securities (other than the excluded securities
           -------------
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

     ---  The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $             in securities (other than the excluded
                            ------------
          securities referred to below) as of the end of the Transferee's most
          recent fiscal year (such amount being calculated in accordance with
          Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
     or more registered investment companies (or series thereof) that have the
     same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).

                                     B-1A-1

<PAGE>

          4. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee or are part
     of the Transferee s Family of Investment Companies, (ii) bank deposit notes
     and certificates of deposit, (iii) loan participations, (iv) repurchase
     agreements, (v) securities owned but subject to a repurchase agreement and
     (vi) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis by the Transferee, or owned by the Transferee's Family
     of Investment Companies, the securities referred to in this paragraph were
     excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
     parties to which this certification is being made are relying and will
     continue to rely on the statements made herein because one or more sales to
     the Transferee will be in reliance on Rule 144A.

          ---  ---   Will the Transferee be purchasing the Notes
          Yes  No    only for the Transferee's own account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is purchasing for an account other than its own, such
     account belongs to a third party that is itself a "qualified institutional
     buyer" within the meaning of Rule 144A, and the "qualified institutional
     buyer" status of such third party has been established by the Transferee
     through one or more of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
     is made of any changes in the information and conclusions herein. Until
     such notice, the Transferee's purchase of the Notes will constitute a
     reaffirmation of this certification by the undersigned as of the date of
     such purchase.

                                             Print Name of Transferee or Adviser


                                             By:
                                                 -------------------------------
                                             Name:
                                             Title:

                                             IF AN ADVISER:

                                             -----------------------------------
                                             Print Name of Transferee

                                             Date:

                                     B-1A-2

<PAGE>

                                  EXHIBIT B-1B

            FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES TO
                       INSTITUTIONAL ACCREDITED INVESTORS

                                     [Date]

Bank One, NA

--------------------

--------------------

--------------------

     Re:  AmeriCredit Owner Trust 2003-1, Receivables-Backed Notes, Series
          2003-1 (the "Notes")

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
                     (the "Transferor") to                               (the
--------------------                       -----------------------------
"Transferee") of the Notes [having an initial Note Principal Balance as of March
   , 2003 (the "Closing Date") of $               ]. The Notes were issued
---                                ---------------
pursuant to an Indenture, dated as of March 18, 2003 (the "Indenture"), between
AmeriCredit Owner Trust 2003-1 as issuer and Bank One, NA as indenture trustee.
All terms used herein and not otherwise defined shall have the meanings set
forth in the Indenture. The Transferee hereby certifies, represents and warrants
to you, as Note Registrar, that:

          1. The Transferee is acquiring the Notes for its own account for
     investment and not with a view to or for sale or transfer in connection
     with any distribution thereof, in whole or in part, in any manner which
     would violate the Securities Act of 1933, as amended (the "Securities
     Act"), or any applicable state securities laws.

          2. The Transferee understands that (a) the Notes has not been and will
     not be registered under the Securities Act or registered or qualified under
     any applicable state securities laws, (b) none of the Issuer, the Indenture
     Trustee, the Note Registrar or any other person is obligated so to register
     or qualify the Notes, and (c) no Note may be resold or transferred unless
     it is (i) registered pursuant to the Securities Act and registered or
     qualified pursuant to any applicable state securities laws or (ii) sold or
     transferred in transactions which are exempt from such registration and
     qualification and the Note Registrar has received either: (A) a certificate
     from the prospective transferee of the holder desiring to effect such
     transfer substantially in the form attached as Exhibit B-1A or as Exhibit
     B-1B to the Indenture or (B) an opinion of counsel satisfactory to the
     Indenture Trustee with respect to the availability of such exemption from
     registration under the Securities Act, together with copies of the written
     certifications from the transferor and transferee setting forth the facts
     surrounding the transfer upon which such opinion is based.

                                     B-1B-1

<PAGE>

          3. The Transferee understands that it may not sell or otherwise
     transfer any Note except in compliance with the provisions of Sections 4.02
     and 4.03 of the Indenture, which provisions it has carefully reviewed, and
     that each Note will bear the following legend:

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
          NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
          ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
          THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT
          FROM, OR NOT SUBJECT TO, REGISTRATION.

          4. Neither the Transferee nor anyone acting on its behalf has (a)
     offered, pledged, sold, disposed of or otherwise transferred any Note, any
     interest in any Note or any other similar security to any person in any
     manner, (b) solicited any offer to buy or accept a pledge, disposition or
     other transfer of any Note, any interest in any Note or any other similar
     security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Note, any interest in any Note or any other
     similar security with any person in any manner, (d) made any general
     solicitation with respect to any Note, any interest in any Note or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Note, any
     interest in any Note or any other similar security, which (in the case of
     any of the acts described in clauses (a) through (e) above) would
     constitute a distribution of the Notes under the Securities Act, would
     render the disposition of the Notes a violation of Section 5 of the
     Securities Act or any state securities law or would require registration or
     qualification of the Notes pursuant thereto. The Transferee will not act,
     nor has it authorized or will it authorize any person to act, in any manner
     set forth in the foregoing sentence with respect to any Note, any interest
     in any Note or any other similar security.

          5. The Transferee represents to the Issuer and the Indenture Trustee
     that it is not, and is not purchasing on behalf of, as fiduciary of, or
     with assets of, an employee benefit plan within the meaning of section 3(3)
     of the Employee Retirement Income Security Act of 1974, as amended, or a
     plan within the meaning of section 4975 of the Internal Revenue Code of
     1986.

          6. The Transferee has been furnished with all information regarding
     (a) the Issuer, (b) the Notes, (c) the Indenture, (d) the trusts created
     pursuant thereto, (e) the nature of the Receivables and (f) all related
     matters, that it has requested.

          7. The Transferee is an "accredited investor" as defined in paragraph
     (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an entity
     in which all of the equity owners come within such paragraphs. The
     Transferee has such knowledge and experience in financial and business
     matters as to be capable of evaluating the merits and risks of an
     investment in the Notes; the Transferee has sought such accounting, legal
     and tax advice as it has considered necessary to make an informed
     investment decision; and

                                     B-1B-2

<PAGE>

     the Transferee is able to bear the economic risks of such investment and
     can afford a complete loss of such investment.

                                             Very truly yours,

                                             (Transferor)


                                             By:
                                                 -------------------------------
                                             Name:
                                             Title:

                                     B-1B-3

<PAGE>

                                    EXHIBIT C

                           FORM OF PAYMENT DATE REPORT

             [On File with AmeriCredit and Thacher Proffitt & Wood]

                                       C-1