Prepared and filed by St Ives Burrups




      Exhibit 4.2

      EXECUTION COPY

 







	
	
	





AMENDED AND RESTATED

      

  TRUST AGREEMENT

  

  

  

  between

  

  

  

  AFS FUNDING TRUST

  Seller

  

  

  

  and

  

  

  

  WILMINGTON TRUST COMPANY

  Owner Trustee

  

  

  

  Dated as of February 4, 2004

	
	
	






 

TABLE OF CONTENTS

	ARTICLE I.  DEFINITIONS	1
	 	 	 	 	 
	     SECTION
            1.1.

    	 	 	Capitalized
          Terms	1
	     SECTION
            1.2.

    	 	 	Other Definitional
          Provisions	3
	 	 	 	 	 
	ARTICLE II.  ORGANIZATION	4
	 	 	 	 	 
	     SECTION
            2.1.

    	 	 	Name	4
	     SECTION
            2.2.

    	 	 	Office	4
	     SECTION
            2.3.

    	 	 	Purposes and
          Powers	4
	     SECTION
            2.4.

    	 	 	Appointment
          of Owner Trustee	5
	     SECTION
            2.5.

    	 	 	Initial Capital
          Contribution of Trust Estate	5
	     SECTION
            2.6.

    	 	 	Declaration
          of Trust	5
	     SECTION
            2.7.

    	 	 	Title to Trust
          Property	5
	     SECTION
            2.8.

    	 	 	Situs of Trust	6
	     SECTION
          2.9.

    	 	 	Representations and Warranties
        of the Depositor	6
	     SECTION
          2.10.

    	 	 	Covenants of the Certificateholder	7
	     SECTION
          2.11.

    	 	 	Federal Income Tax Treatment
        of the Trust	7
	 	 	 	 	 
	ARTICLE III.  CERTIFICATE
          AND TRANSFER OF INTEREST	8
	 	 	 	 	 
	     SECTION
          3.1.

    	 	 	Initial Ownership	8
	     SECTION
          3.2.

    	 	 	The Certificate	8
	     SECTION
          3.3.

    	 	 	Authentication of Certificate	8
	     SECTION
          3.4.

    	 	 	Registration of Transfer
        and Exchange of Certificate	8
	     SECTION
          3.5.

    	 	 	Mutilated, Destroyed, Lost
        or Stolen Certificates	9
	     SECTION
          3.6.

    	 	 	Persons Deemed Certificateholders	10
	     SECTION
          3.7.

    	 	 	Maintenance of Office or
        Agency	10
	     SECTION
          3.8.

    	 	 	Disposition in Whole But
        Not in Part	10
	     SECTION
          3.9.

    	 	 	ERISA Restrictions	10
	 	 	 	 	 
	ARTICLE IV.  VOTING
          RIGHTS AND OTHER ACTIONS	10
	 	 	 	 	 
	     SECTION
          4.1.

    	 	 	Prior Notice to Holder with
        Respect to Certain Matters	10
	     SECTION
          4.2.

    	 	 	Action by Certificateholder
        with Respect to Certain Matters	11
	     SECTION
          4.3.

    	 	 	Restrictions
          on Certificateholder’s
        Power	11
	     SECTION
          4.4.

    	 	 	Rights of Security Insurer	12
	     SECTION
          4.5.

    	 	 	Action with Respect to Bankruptcy
        Action	12
	     SECTION
          4.6.

    	 	 	Covenants and Restrictions
        on Conduct of Business	13
	 	 	 	 	 
	ARTICLE V.  AUTHORITY
          AND DUTIES OF OWNER TRUSTEE	14
	 	 	 	 	 
	     SECTION
          5.1.

    	 	 	General Authority	14
	     SECTION
          5.2.

    	 	 	General Duties	15
	     SECTION
          5.3.

    	 	 	Action upon Instruction	15
	     SECTION
          5.4.

    	 	 	No Duties Except as Specified
        in this Agreement or in Instructions	16


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	     SECTION
          5.5.

    	 	 	No Action Except under Specified
        Documents or Instructions	16
	     SECTION
          5.6.

    	 	 	Restrictions	16
	 	 	 	 	 
	ARTICLE VI.  CONCERNING
          THE OWNER TRUSTEE	17
	 	 	 	 	 
	     SECTION
          6.1.

    	 	 	Acceptance of Trusts and
        Duties	17
	     SECTION
          6.2.

    	 	 	Furnishing of Documents	18
	     SECTION
          6.3.

    	 	 	Representations and Warranties	18
	     SECTION
          6.4.

    	 	 	Reliance; Advice of Counsel	19
	     SECTION
          6.5.

    	 	 	Not Acting in Individual
        Capacity	19
	     SECTION
          6.6.

    	 	 	Owner Trustee Not Liable
        for Certificate or Receivables	19
	     SECTION
          6.7.

    	 	 	Owner Trustee May Own Notes	20
	     SECTION
          6.8.

    	 	 	Payments from Owner Trust
        Estate	20
	     SECTION
          6.9.

    	 	 	Doing Business in Other Jurisdictions	20
	 	 	 	 	 
	ARTICLE VII.  COMPENSATION
        OF OWNER TRUSTEE	21
	 	 	 	 	 
	     SECTION
          7.1.

    	 	 	Owner Trustee’s
        Fees and Expenses	21
	     SECTION
          7.2.

    	 	 	Indemnification	21
	     SECTION
          7.3.

    	 	 	Payments to the Owner Trustee	21
	     SECTION
          7.4.

    	 	 	Non-recourse Obligations	21
	 	 	 	 	 
	ARTICLE VIII.  TERMINATION
        OF TRUST AGREEMENT	22
	 	 	 	 	 
	     SECTION
          8.1.

    	 	 	Termination of Trust Agreement	22
	 	 	 	 	 
	ARTICLE IX.  SUCCESSOR
        OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES	23
	 	 	 	 	 
	     SECTION
            9.1.

    	 	 	Eligibility
          Requirements for Owner Trustee	23
	     SECTION
          9.2.

    	 	 	Resignation or Removal of
        Owner Trustee	23
	     SECTION
          9.3.

    	 	 	Successor Owner Trustee	24
	     SECTION
          9.4.

    	 	 	Merger or Consolidation of
        Owner Trustee	24
	     SECTION
          9.5.

    	 	 	Appointment of Co-Trustee
        or Separate Trustee	25
	 	 	 	 	 
	ARTICLE X.  MISCELLANEOUS	26
	 	 	 	 	 
	     SECTION
          10.1.

    	 	 	Supplements and Amendments	26
	     SECTION
          10.2.

    	 	 	No Legal Title to Owner Trust
        Estate in Certificateholder	27
	     SECTION
          10.3.

    	 	 	Limitations on Rights of
        Others	27
	     SECTION
          10.4.

    	 	 	Notices	27
	     SECTION
          10.5.

    	 	 	Severability	28
	     SECTION
          10.6.

    	 	 	Separate Counterparts	28
	     SECTION
          10.7.

    	 	 	Assignments; Security Insurer	28
	     SECTION
          10.8.

    	 	 	No Recourse	28
	     SECTION
          10.9.

    	 	 	Headings	28
	     SECTION
          10.10.

    	 	 	GOVERNING LAW	28
	     SECTION
          10.11.

    	 	 	Servicer	29
	     SECTION
          10.12.

    	 	 	Nonpetition Covenants	29


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EXHIBITS

	EXHIBIT A     FORM
          OF CERTIFICATE	 
	EXHIBIT B     FORM
          OF CERTIFICATE OF TRUST


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This AMENDED AND RESTATED
    TRUST AGREEMENT dated as of February 4, 2004 between AFS FUNDING TRUST, a
    Delaware statutory trust (the “Seller”), and WILMINGTON
    TRUST COMPANY, a Delaware banking corporation, as Owner Trustee, amends and
    restates in its entirety that certain Trust Agreement dated as of January
    15, 2004 between the Seller and the Owner Trustee.
    ARTICLE
        I.

    Definitions




  SECTION 1.1.     Capitalized
        Terms.     For all purposes of this Agreement,
        the following terms shall have the meanings set forth below:




  “AmeriCredit” shall
      mean AmeriCredit Financial Services, Inc.




  “Agreement” shall
      mean this Trust Agreement, as the same may be amended and supplemented
      from time to time.




  “Assignment” means
      the Assignment dated as of October 19, 1999, by AFS Funding Corp. to the Seller.




  “Basic Documents” shall
      mean this Agreement, the Certificate of Trust, the Sale and Servicing Agreement,
      the Spread Account Agreement, the Spread Account Agreement Supplement,
      the Insurance Agreement, the Assignment, the Indenture and the other documents
      and certificates delivered in connection therewith, each of which shall
      also be an “Underlying Transaction Document” as defined in the
      Second Amended and Restated Trust Agreement of the Depositor, dated as
      of August 15, 2002.




  “Benefit Plan” shall
      have the meaning assigned to such term in Section 3.9.




  “Certificate” means
      a trust certificate evidencing the beneficial interest of a Certificateholder
      in the Trust, substantially in the form of Exhibit A attached hereto.




  “Certificateholder” or “Holder” shall
      mean the person in whose name a Certificate is registered on the Certificate
      Register, initially the Seller.




  “Certificate of Trust” shall
      mean the Certificate of Trust in the form of Exhibit B to be filed for
      the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.




  “Certificate Register” and “Certificate
        Registrar” shall mean the register mentioned and the registrar
        appointed pursuant to Section 3.4.




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




  “Corporate Trust Office” shall
      mean, with respect to the Owner Trustee, the principal corporate trust
      office of the Owner Trustee located at Rodney Square North, 1100 North
      Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
      Administration, or at such other address as the Owner Trustee may designate
      by notice to the Depositor, or the principal corporate trust office of
      any successor Owner Trustee (the address of which the successor owner
      trustee will notify the Depositor).



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  “Depositor” shall
      mean the Seller in its capacity as Depositor hereunder.




  “Distribution Date” shall
      have the meaning set forth in the Sale and Servicing Agreement.




  “ERISA” shall
      have the meaning assigned to such term in Section 3.9.




  “Expenses” shall
      have the meaning assigned to such term in Section 7.2.




  “Indemnified Parties” shall
      have the meaning assigned to such term in Section 7.2.




  “Indenture” shall
      mean the Indenture dated as of February 4, 2004, among the Issuer and Wells
      Fargo Bank, National Association, as Trust Collateral Agent and Trustee,
      as the same may be amended and supplemented from time to time.




  “Owner Trust Estate” shall
      mean all right, title and interest of the Trust in and to the property
      and rights assigned to the Trust pursuant to Article II of the
      Sale and Servicing Agreement, all funds on deposit from time to time
      in the Trust Accounts and all other property of the Trust from time to
      time, including any rights of the Owner Trustee and the Trust pursuant
      to the Sale and Servicing Agreement and the Spread Account Agreement.




  “Owner Trustee” shall
      mean Wilmington Trust Company, a Delaware banking corporation, not in its
      individual capacity but solely as owner trustee under this Agreement, and
      any successor Owner Trustee hereunder.




  “Record Date” shall
      mean with respect to any Distribution Date, the close of business on the
      last Business Day immediately preceding such Distribution Date.




  “Responsible Officer” shall
      mean, with respect to the Owner Trustee, any officer within the Corporate
      Trust Administration office of the Owner Trustee with direct responsibility
      for the administration of the Trust and also, with respect to a particular
      matter, any other officer to whom such matter is referred because of such
      officer’s knowledge of and familiarity with the particular subject.




  “Sale and Servicing Agreement” shall
      mean the Sale and Servicing Agreement dated as of February 4, 2004,
      among the Trust, the Seller, AmeriCredit Financial Services, Inc. and the
      Trust Collateral Agent, as the same may be amended and supplemented from
      time to time.




  “Secretary of State” shall
      mean the Secretary of State of the State of Delaware.




  “Security Insurer” shall
      mean Financial Security Assurance Inc., or its successor in interest.



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  “Spread Account” shall
      mean the Series Spread Account established and maintained pursuant to the
      Spread Account Agreement.




  “Spread Account Agreement” shall
      mean the Spread Account Agreement dated as December 1, 1994 as amended
      and restated as of May 11, 1998, as further amended and restated as of
      September 10, 2003 among the Insurer, the Seller and the Collateral Agent,
      as the same may be amended, supplemented or otherwise modified in accordance
      with the terms thereof.




  “Statutory Trust Statute” shall
      mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et
      seq. as the same may be amended from time to time.




  “Treasury Regulations” shall
      mean regulations, including proposed or temporary regulations, promulgated
      under the Code. References herein to specific provisions of proposed or
      temporary regulations shall include analogous provisions of final Treasury
      Regulations or other successor Treasury Regulations.




  “Trust” shall
      mean the trust established by this Agreement.




  “Trust Collateral Agent” shall
      mean, initially, Wells Fargo Bank, National Association, in its capacity
      as collateral agent, including its successors in interest, until and unless
      a successor Person shall have become the Trust Collateral Agent pursuant
      to the Sale and Servicing Agreement, and thereafter “Trust Collateral
      Agent” shall mean such successor Person.




  SECTION 1.2.     Other
        Definitional Provisions.




  (a)     Capitalized
      terms used herein and not otherwise defined have the meanings assigned
      to them in the Sale and Servicing Agreement or, if not defined therein,
      in the Spread Account Agreement or in the Indenture.




  (b)     All
      terms defined in this Agreement shall have the defined meanings when used
      in any certificate or other document made or delivered pursuant hereto
      unless otherwise defined therein.




  (c)     As
      used in this Agreement and in any certificate or other document made or
      delivered pursuant hereto or thereto, accounting terms not defined in this
      Agreement or in any such certificate or other document, and accounting
      terms partly defined in this Agreement or in any such certificate or other
      document to the extent not defined, shall have the respective meanings
      given to them under generally accepted accounting principles as in effect
      on the date of this Agreement or any such certificate or other document,
      as applicable. To the extent that the definitions of accounting terms in
      this Agreement or in any such certificate or other document are inconsistent
      with the meanings of such terms under generally accepted accounting principles,
      the definitions contained in this Agreement or in any such certificate
      or other document shall control.




  (d)     The
      words “hereof,” “herein,” “hereunder” and
      words of similar import when used in this Agreement shall refer to this
      Agreement as a whole and not to any particular provision of this Agreement;
      Section and Exhibit references contained in this Agreement are references
      to Sections and Exhibits in or to this Agreement unless otherwise specified;
      and the term “including” shall mean “including without limitation.”



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  (e)     The
      definitions contained in this Agreement are applicable to the singular
      as well as the plural forms of such terms and to the masculine as well
      as to the feminine and neuter genders of such terms.



	ARTICLE
          II.

    


	 
	Organization

    



  SECTION 2.1.     Name.     There
      is hereby formed a trust to be known as “AmeriCredit Automobile Receivables
      Trust 2004-A-F,” in which name the Owner Trustee may conduct the business
      of the Trust, make and execute contracts and other instruments on behalf
      of the Trust and sue and be sued.




  SECTION 2.2.     Office.     The
      office of the Trust shall be in care of the Owner Trustee at the Corporate
      Trust Office or at such other address as the Owner Trustee may designate
      by written notice to the Certificateholder.




  SECTION 2.3.     Purposes
        and Powers.




  (a)     The
      purpose of the Trust is, and the Trust shall have the power and authority,
      to engage in the following activities:



	 	          (i)         to
          issue the Notes pursuant to the Indenture and the Certificate pursuant
          to this Agreement, and to sell the Notes; 

    


	 	 
	 	          (ii)       with
          the proceeds of the sale of the Notes, to fund the Spread Account and
          to pay the organizational, start-up and transactional expenses of the
          Trust and to pay the balance to the Depositor pursuant to the Sale
          and Servicing Agreement; 

    


	 	 
	 	          (iii)     to
          acquire from time to time the Owner Trust Estate, to assign, grant,
          transfer, pledge, mortgage and convey the Owner Trust Estate to the
          Trust Collateral Agent pursuant to the Indenture for the benefit of
          the Security Insurer and the Indenture Trustee on behalf of the Noteholders
          and to hold, manage and distribute to the Certificateholder pursuant
          to the terms of the Sale and Servicing Agreement any portion of the
          Owner Trust Estate released from the Lien of, and remitted to the Trust
          pursuant to, the Indenture; 

    


	 	 
	 	          (iv)     to
          enter into and perform its obligations under the Basic Documents to
          which it is a party; 

    


	 	 
	 	          (v)       to
          engage in those activities, including entering into agreements, that
          are necessary, suitable or convenient to accomplish the foregoing or
          are incidental thereto or connected therewith (including the sale,
          from time to time, of Receivables at the direction of the Servicer
          pursuant to Section 4.3(c) of the Sale and Servicing Agreement) and
          the filing of state business licenses (and any renewal thereof) as
          prepared and instructed by the Certificateholder or Servicer without
          further consent or instruction from the Instructing Party, including
          a Sales Finance Company Application (and any renewal thereof) with
          the Pennsylvania Department of Banking, Licensing Division, and a Financial
          Regulation Application (and any renewal thereof) with the Maryland
          Department of Labor, Licensing and Regulation; and

    


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	 	          (vi)     subject
          to compliance with the Basic Documents, to engage in such other activities
          as may be required in connection with conservation of the Owner Trust
          Estate and the making of distributions to the Certificateholder and
          the Noteholders.

    



  The Trust is hereby authorized
      to engage in the foregoing activities. The Trust shall not engage in any
      activity other than in connection with the foregoing or other than as required
      or authorized by the terms of this Agreement or the Basic Documents.




  SECTION 2.4.     Appointment
        of Owner Trustee.     The Depositor hereby
        appoints the Owner Trustee as trustee of the Trust effective as of the
        date hereof, to have all the rights, powers and duties set forth herein.
        The Owner Trustee hereby accepts such appointment.




  SECTION 2.5.     Initial
        Capital Contribution of Trust Estate.     The
        Owner Trustee hereby acknowledges receipt in trust from AFS Funding Trust
        of the sum of $1,000 which contribution shall constitute the initial
        Owner Trust Estate. AFS Funding Trust acknowledges that such contribution
        has been transferred to, and is being held by, Wells Fargo Bank, National
        Association, as agent for the Trust in an account established by Wells
        Fargo Bank, National Association, on behalf of the Trust, which contribution
        shall constitute the initial Trust Estate. The Depositor shall pay organizational
        expenses of the Trust as they may arise.




  SECTION 2.6.     Declaration
        of Trust.     The Owner Trustee hereby declares
        that it will hold the Owner Trust Estate in trust upon and subject to
        the conditions set forth herein for the use and benefit of the Holder,
        subject to the obligations of the Trust under the Basic Documents. It
        is the intention of the parties hereto that the Trust constitute
        a statutory trust under the Statutory Trust Statute and that this Agreement
        constitute the governing instrument of such statutory trust. Effective
        as of the date hereof, the Owner Trustee shall have all rights, powers
        and duties set forth herein and to the extent not inconsistent herewith,
        in the Statutory Trust Statute with respect to accomplishing the purposes
        of the Trust. The Owner Trustee shall file the Certificate of Trust with
        the Secretary of State.




  The Holder shall not have any personal
      liability for any liability or obligation of the Trust.




  SECTION 2.7.     Title
        to Trust Property.




  (a)     Legal
      title to all the Owner Trust Estate shall be vested at all times in the
      Trust as a separate legal entity except where applicable law in any jurisdiction
      requires title to any part of the Owner Trust Estate to be vested in a
      trustee or trustees, in which case title shall be deemed to be vested in
      the Owner Trustee, a co-trustee and/or a separate trustee, as the case
      may be.



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  (b)     The
      Holder shall not have legal title to any part of the Trust Property. The
      Holder shall be entitled to receive distributions with respect to its undivided
      ownership interest therein only in accordance with Article VIII. No
      transfer, by operation of law or otherwise, of any right, title or interest
      by the Certificateholder of its ownership interest in the Owner Trust Estate
      shall operate to terminate this Agreement or the trusts hereunder or entitle
      any transferee to an accounting or to the transfer to it of legal title
      to any part of the Trust Property.




  SECTION 2.8.     Situs
        of Trust.     The Trust will be located
        and administered in the State of Delaware. All bank accounts maintained
        by the Owner Trustee on behalf of the Trust shall be located in the State
        of Delaware or the State of New York. Payments will be received by the
        Trust only in Delaware or New York and payments will be made by the Trust
        only from Delaware or New York. The Trust shall not have any employees
        in any state other than Delaware; provided, however, that
        nothing herein shall restrict or prohibit the Owner Trustee, the Servicer
        or any agent of the Trust from having employees within or without the
        State of Delaware. The only office of the Trust will be at the Corporate
        Trust Office located in Delaware.




  SECTION 2.9.     Representations
        and Warranties of the Depositor.     The
        Depositor makes the following representations and warranties on which
        the Owner Trustee relies in accepting the Owner Trust Estate in trust
        and issuing the Certificate and upon which the Security Insurer relies
        in issuing the Note Policy.




  (a)     Organization
        and Good Standing. The Depositor is duly organized and validly existing
        as a Delaware statutory trust with power and authority to own its properties
        and to conduct its business as such properties are currently owned and
        such business is presently conducted and is proposed to be conducted
        pursuant to this Agreement and the Basic Documents.




  (b)     Due
        Qualification.     It is duly qualified
        to do business, is in good standing, and has obtained all necessary licenses
        and approvals, in all jurisdictions in which the ownership or lease of
        its property, the conduct of its business and the performance of its
        obligations under this Agreement and the Basic Documents requires such
        qualification.




  (c)     Power
        and Authority.     The Depositor has the
        power and authority to execute and deliver this Agreement and to carry
        out its terms; the Depositor has full power and authority to sell and
        assign the property to be sold and assigned to and deposited with the
        Trust and the Depositor has duly authorized such sale and assignment
        and deposit to the Trust by all necessary action; and the execution,
        delivery and performance of this Agreement has been duly authorized by
        the Depositor by all necessary action.




  (d)     No
        Consent Required.     No consent, license,
        approval or authorization or registration or declaration with, any Person
        or with any governmental authority, bureau or agency is required in connection
        with the execution, delivery or performance of this Agreement and the
        Basic Documents, except for such as have been obtained, effected or made.



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  (e)     No
        Violation.     The consummation of the transactions
        contemplated by this Agreement and the fulfillment of the terms hereof
        do not conflict with, result in any breach of any of the terms and provisions
        of, or constitute (with or without notice or lapse of time) a default
        under the trust agreement of the Depositor, or any material indenture,
        agreement or other instrument to which the Depositor is a party or by
        which it is bound; nor result in the creation or imposition of any Lien
        upon any of its properties pursuant to the terms of any such indenture,
        agreement or other instrument (other than pursuant to the Basic Documents);
        nor violate any law or, to the best of the Depositor’s knowledge,
        any order, rule or regulation applicable to the Depositor of any court
        or of any Federal or state regulatory body, administrative agency or
        other governmental instrumentality having jurisdiction over the Depositor
        or its properties.




  (f)     No
        Proceedings.     There are no proceedings
        or investigations pending or, to its knowledge threatened against it
        before any court, regulatory body, administrative agency or other tribunal
        or governmental instrumentality having jurisdiction over it or its properties
        (A) asserting the invalidity of this Agreement or any of the Basic Documents,
        (B) seeking to prevent the issuance of the Certificate or the Notes or
        the consummation of any of the transactions contemplated by this
        Agreement or any of the Basic Documents, (C) seeking any determination
        or ruling that might materially and adversely affect its performance
        of its obligations under, or the validity or enforceability of, this
        Agreement or any of the Basic Documents, or (D) seeking to adversely
        affect the federal income tax or other federal, state or local tax
        attributes of the Certificate.




  SECTION 2.10.     Covenants
        of the Certificateholder.     The Certificateholder
        agrees:




  (a)     to
      be bound by the terms and conditions of the Certificate of which the Holder
      is the beneficial owner and of this Agreement, including any supplements
      or amendments hereto and to perform the obligations of a Holder as set
      forth therein or herein, in all respects as if it were a signatory hereto.
      This undertaking is made for the benefit of the Trust, the Owner Trustee
      and the Security Insurer; and




  (b)     until
      the completion of the events specified in Section 8.1(d), not to, for any
      reason, institute proceedings for the Trust to be adjudicated a bankrupt
      or insolvent, or consent to the institution of bankruptcy or insolvency
      proceedings against the Trust, or file a petition seeking or consenting
      to reorganization or relief under any applicable federal or state law relating
      to bankruptcy, or consent to the appointment of a receiver, liquidator,
      assignee, trustee, sequestrator (or other similar official) of the Trust
      or a substantial part of its property, or cause or permit the Trust to
      make any assignment for the benefit of its creditors, or admit in writing
      its inability to pay its debts generally as they become due, or declare
      or effect a moratorium on its debt or take any action in furtherance of
      any such action.




  SECTION 2.11.     Federal
        Income Tax Treatment of the Trust.




  (a)     For
      so long as the Trust has a single owner for federal income tax purposes,
      it will, pursuant to Treasury Regulations promulgated under section 7701
      of the Code, be disregarded as an entity distinct from the Certificateholder
      for all federal income tax purposes. Accordingly, for federal income tax
      purposes, the Certificateholder will be treated as (i) owning all assets
      owned by the Trust, (ii) having incurred all liabilities incurred by the
      Trust, and (iii) all transactions between the Trust and the Certificateholder
      will be disregarded.



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  (b)     Neither
      the Owner Trustee nor any Certificateholder will, under any circumstances,
      and at any time, make an election on IRS Form 8832 or otherwise, to classify
      the Trust as an association taxable as a corporation for federal, state
      or any other applicable tax purpose.




  (c)     In
      the event that the Trust has two equity owners for federal income tax purposes,
      the Trust will be treated as a partnership. At any such time that the Trust
      has two equity owners, this Agreement will be amended, in accordance with
      Section 10.1 herein, and appropriate provisions will be added so as to
      provide for treatment of the Trust as a partnership.



	ARTICLE III.

    


	 
	Certificate and Transfer
            of Interest

    



  SECTION 3.1.     Initial
        Ownership.     Upon the formation of the
        Trust by the contribution by the Depositor pursuant to Section 2.5 and
        until the issuance of the Certificate to the initial Certificateholder,
        the Depositor shall be the sole beneficiary of the Trust.




  SECTION 3.2.     The
        Certificate.     The Certificate shall be
        executed on behalf of the Trust by manual or facsimile signature of an
        authorized officer of the Owner Trustee. A Certificate bearing the manual
        or facsimile signatures of individuals who were, at the time when such
        signatures shall have been affixed, authorized to sign on behalf of the
        Trust, shall be validly issued and entitled to the benefit of this Agreement,
        notwithstanding that such individuals or any of them shall have ceased
        to be so authorized prior to the authentication and delivery of such
        Certificate or did not hold such offices at the date of authentication
        and delivery of such Certificate. A transferee of a Certificate shall
        become a Certificateholder, and shall be entitled to the rights and subject
        to the obligations of a Certificateholder hereunder, upon due registration
        of such Certificate in such transferee’s name pursuant to Section
        3.4.




  SECTION 3.3.     Authentication
        of Certificate.     Concurrently with the
        sale of the Receivables to the Trust pursuant to the Sale and Servicing
        Agreement, the Owner Trustee shall cause the Certificate to be executed
        on behalf of the Trust, authenticated and delivered to or upon the written
        order of the Depositor, signed by its chairman of the board, its president
        or any vice president, its treasurer or any assistant treasurer without
        further corporate action by the Depositor, in authorized denominations.
        No Certificate shall entitle its holder to any benefit under this Agreement,
        or shall be valid for any purpose, unless there shall appear on such
        Certificate a certificate of authentication substantially in the form
        set forth in Exhibit A, executed by the Owner Trustee or Wilmington Trust
        Company as the Owner Trustee’s authentication agent, by manual signature;
        such authentication shall constitute conclusive evidence that such Certificate
        shall have been duly authenticated and delivered hereunder. The Certificate
        shall be dated the date of its authentication.




  SECTION 3.4.     Registration
        of Transfer and Exchange of Certificate.     The
        Certificate Registrar shall keep or cause to be kept, at the office or
        agency maintained pursuant to Section 3.7, a Certificate Register in
        which, subject to such reasonable regulations as it may prescribe, the
        Owner Trustee shall provide for the registration of the Certificate and
        of transfers and exchanges of the Certificate as herein provided. Wilmington
        Trust Company shall be the initial Certificate Registrar.



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  The Certificate Registrar shall
      provide the Trust Collateral Agent with the name and address of the Certificateholder
      on the Closing Date. Upon any transfers of the Certificate, the Certificate
      Registrar shall notify the Trust Collateral Agent of the name and address
      of the transferee in writing, by facsimile, on the day of such transfer.




  Upon surrender for registration
      of transfer of the Certificate at the office or agency maintained pursuant
      to Section 3.7, the Owner Trustee shall execute, authenticate and deliver
      (or shall cause Wilmington Trust Company as its authenticating agent to
      authenticate and deliver), in the name of the designated transferee, a
      new Certificate dated the date of authentication by the Owner Trustee
      or any authenticating agent.




  A Certificate presented or surrendered
      for registration of transfer or exchange shall be accompanied by a written
      instrument of transfer in form satisfactory to the Owner Trustee and the
      Certificate Registrar duly executed by the Certificateholder or his
      attorney duly authorized in writing, with such signature guaranteed by
      an “eligible guarantor institution” meeting the requirements
      of the Certificate Registrar, which requirements include membership or
      participation in the Securities Transfer Agent’s Medallion Program
      (“STAMP”) or such other “signature guarantee program” as
      may be determined by the Certificate Registrar in addition to, or in substitution
      for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered
      for registration of transfer or exchange shall be canceled and subsequently
      disposed of by the Owner Trustee in accordance with its customary practice.




  No service charge shall be made
      for any registration of transfer or exchange of the Certificate, but the
      Owner Trustee or the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or governmental charge that may be imposed
      in connection with any transfer or exchange of the Certificate.




  SECTION 3.5.     Mutilated,
        Destroyed, Lost or Stolen Certificates.     If
        (a) any mutilated Certificate shall be surrendered to the Certificate
        Registrar, or if the Certificate Registrar shall receive evidence to
        its satisfaction of the destruction, loss or theft of any Certificate
        and (b) there shall be delivered to the Certificate Registrar, the Owner
        Trustee and (unless an Insurer Default shall have occurred and be continuing)
        the Security Insurer, such security or indemnity as may be required by
        them to save each of them harmless, then in the absence of notice that
        such Certificate shall have been acquired by a bona fide purchaser, the
        Owner Trustee on behalf of the Trust shall execute and the Owner Trustee,
        or Wilmington Trust Company, as the Owner Trustee’s authenticating
        agent, shall authenticate and deliver, in exchange for or in lieu of
        any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
        of like class, tenor and denomination. In connection with the issuance
        of any new Certificate under this Section, the Owner Trustee or the Certificate
        Registrar may require the payment of a sum sufficient to cover any tax
        or other governmental charge that may be imposed in connection therewith.
        Any duplicate Certificate issued pursuant to this Section shall constitute
        conclusive evidence of an ownership interest in the Trust, as if originally
        issued, whether or not the lost, stolen or destroyed Certificate shall
        be found at any time.



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SECTION
    3.6.     Persons Deemed Certificateholders.     Every
    Person by virtue of becoming a Certificateholder in accordance with this
    Agreement shall be deemed to be bound by the terms of this Agreement. Prior
    to due presentation of the Certificate for registration of transfer, the
    Owner Trustee, the Certificate Registrar and the Security Insurer and any
    agent of the Owner Trustee, the Certificate Registrar and the Security Insurer,
    may treat the person in whose name any Certificate shall be registered in
    the Certificate Register as the owner of such Certificate for the purpose
    of receiving distributions pursuant to the Sale and Servicing Agreement and
    for all other purposes whatsoever, and none of the Owner Trustee, the Certificate
    Registrar or the Security Insurer nor any agent of the Owner Trustee, the
    Certificate Registrar or the Security Insurer shall be bound by any notice
    to the contrary.


  SECTION 3.7.     Maintenance
        of Office or Agency.     The Owner Trustee
        shall maintain an office or offices or agency or agencies where the Certificate
        may be surrendered for registration of transfer or exchange and where
        notices and demands to or upon the Owner Trustee in respect of the Certificate
        and the Basic Documents may be served. The Owner Trustee initially designates
        the Corporate Trust Office for such purposes. The Owner Trustee shall
        give prompt written notice to the Depositor, the Certificateholder and
        (unless an Insurer Default shall have occurred and be continuing) the
        Security Insurer of any change in the location of the Certificate Register
        or any such office or agency.




  SECTION 3.8.     Disposition
        in Whole But Not in Part.     The Certificate
        may be transferred in whole but not in part. Any attempted transfer of
        the Certificate that would divide the ownership of the Owner Trust Estate
        shall be void. The Certificate is only transferable (i) to an Affiliate
        of AmeriCredit Corp. whose stock has been pledged to the Security Insurer
        or (ii) to another entity with the prior written consent of the Security
        Insurer in its sole discretion. The Owner Trustee shall cause any Certificate
        issued to contain a legend stating “THIS CERTIFICATE IS NOT
        TRANSFERABLE, EXCEPT UNDER THE LIMITED CONDITIONS SPECIFIED IN THE TRUST
        AGREEMENT.”




  SECTION 3.9.     ERISA
        Restrictions.     The Certificate may not
        be acquired by or for the account of (i) an employee benefit plan
        (as defined in Section 3(3) of the Employee Retirement Income Security
        Act of 1974, as amended (“ERISA”)) that is subject to
        the provisions of Title I of ERISA, (ii) a plan (as defined in Section
        4975(e)(1) of the Code) that is subject to Section 4975 of the Code,
        or (iii) any entity whose underlying assets include assets of a plan
        described in (i) or (ii) above by reason of such plan’s investment
        in the entity (each, a “Benefit Plan”). By accepting
        and holding its beneficial ownership interest in its Certificate, the
        Holder thereof shall be deemed to have represented and warranted that
        it is not a Benefit Plan.



ARTICLE IV.

Voting Rights and Other Actions


  SECTION 4.1.     Prior
        Notice to Holder with Respect to Certain Matters.     With
        respect to the following matters, the Owner Trustee shall not take action
        unless at least 30 days before the taking of such action, the Owner Trustee
        shall have notified the Certificateholder in writing of the proposed
        action and the Certificateholder shall not have notified the Owner Trustee
        in writing prior to the 30th day after such notice is given that the
        Certificateholder has withheld consent or provided alternative direction:



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  (a)     the
      election by the Trust to file an amendment to the Certificate of Trust
      (unless such amendment is required to be filed under the Statutory Trust
      Statute or unless such amendment would not materially and adversely affect
      the interests of the Holder);




  (b)     the
      amendment of the Indenture by a supplemental indenture in circumstances
      where the consent of any Noteholder is required;




  (c)     the
      amendment of the Indenture by a supplemental indenture in circumstances
      where the consent of any Noteholder is not required and such amendment
      materially adversely affects the interest of the Certificateholder; or




  (d)     except
      pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the amendment,
      change or modification of the Sale and Servicing Agreement, except to cure
      any ambiguity or defect or to amend or supplement any provision in a manner
      that would not materially adversely affect the interests of the Certificateholder.



The Owner Trustee shall notify the
    Certificateholder in writing of any appointment of a successor Note Registrar
    or Trust Collateral Agent within five Business Days after receipt of notice
    thereof.


  SECTION 4.2.     Action
        by Certificateholder with Respect to Certain Matters.     The
        Owner Trustee shall not have the power, except upon the direction of
        the Certificateholder or the Security Insurer in accordance with the
        Basic Documents, to (a) remove the Servicer under the Sale and Servicing
        Agreement pursuant to Section 9.2 thereof or (b) except as expressly
        provided in the Basic Documents, sell the Receivables after the termination
        of the Indenture. The Owner Trustee shall take the actions referred to
        in the preceding sentence only upon written instructions signed by the
        Certificateholder and the furnishing of indemnification satisfactory
        to the Owner Trustee by the Certificateholder.




  SECTION 4.3.     Restrictions
        on Certificateholder’s Power.




  (a)     The
      Certificateholder shall not direct the Owner Trustee to take or refrain
      from taking any action if such action or inaction would be contrary to
      any obligation of the Trust or the Owner Trustee under this Agreement or
      any of the Basic Documents or would be contrary to Section 2.3 nor shall
      the Owner Trustee be obligated to follow any such direction, if given.




  (b)     The
      Certificateholder shall not have any right by virtue or by availing itself
      of any provisions of this Agreement to institute any suit, action, or proceeding
      in equity or at law upon or under or with respect to this Agreement or
      any Basic Document, unless the Certificateholder is the Instructing Party
      pursuant to Section 5.3 and unless the Certificateholder previously shall
      have given to the Owner Trustee a written notice of default and of the
      continuance thereof, as provided in this Agreement, and also unless Certificateholder
      shall have made written request upon the Owner Trustee to institute such
      action, suit or proceeding in its own name as Owner Trustee under this
      Agreement and shall have offered to the Owner Trustee such reasonable indemnity
      as it may require against the costs, 



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expenses and liabilities to be incurred
    therein or thereby, and the Owner Trustee, for 30 days after its receipt
    of such notice, request, and offer of indemnity, shall have neglected or
    refused to institute any such action, suit, or proceeding, and during such
    30-day period no request or waiver inconsistent with such written request
    has been given to the Owner Trustee pursuant to and in compliance with this
    Section or Section 5.3. For the protection and enforcement of the provisions
    of this Section, the Certificateholder and the Owner Trustee shall be entitled
    to such relief as can be given either at law or in equity.


  SECTION 4.4.     Rights
        of Security Insurer.     Notwithstanding
        anything to the contrary in the Basic Documents, without the prior written
        consent of the Security Insurer (so long as no Insurer Default shall
        have occurred and be continuing), the Owner Trustee shall not (i) remove
        the Servicer, (ii) initiate any claim, suit or proceeding by the Trust
        or compromise any claim, suit or proceeding brought by or against the
        Trust, other than with respect to the enforcement of any Receivable or
        any rights of the Trust thereunder, (iii) authorize the merger or consolidation
        of the Trust with or into any other statutory trust or other entity (other
        than in accordance with Section 3.10 of the Indenture) or (iv) amend
        the Certificate of Trust (unless such amendment is required to be filed
        under the Statutory Trust Statute).




  SECTION 4.5.     Action
        with Respect to Bankruptcy Action




  (a)     The
      Trust shall not, without the prior written consent of the Owner Trustee,
      (a) institute any proceedings to adjudicate the Trust a bankrupt or insolvent,
      (b) consent to the institution of bankruptcy or insolvency proceedings
      against the Trust, (c) file a petition seeking or consenting to reorganization
      or relief under any applicable federal or state law relating to bankruptcy
      with respect to the Trust, (d) consent to the appointment of a receiver,
      liquidator, assignee, trustee, sequestrator (or other similar official)
      of the Trust or a substantial part of its property, (e) make any assignment
      for the benefit of the Trust’s creditors; (f) cause the Trust to admit
      in writing its inability to pay its debts generally as they become due;
      or (g) take any action in furtherance of any of the foregoing (any of the
      above foregoing actions, a “Bankruptcy Action”). In considering
      whether to give or withhold written consent to a Bankruptcy Action by the
      Trust, the Owner Trustee, with the consent of the Certificateholders (hereby
      given, which consent the Certificateholders believe to be in the best interests
      of the Certificateholders and the Trust), shall consider the interest of
      the Noteholders and the Security Insurer in addition to the interests of
      the Trust and whether the Trust is insolvent; provided, however,
      that the Owner Trustee shall not be deemed to owe any fiduciary duty
      to the Noteholders or the Security Insurer. The Owner Trustee shall have
      no duty to give such written consent to a Bankruptcy Action by the Trust
      if the Owner Trustee shall not have been furnished (at the expense of the
      Trust) or the Person that requested that such letter be furnished to the
      Owner Trustee) a letter from an independent accounting firm of national
      reputation stating that in the opinion of such firm the Trust is then insolvent.
      The Owner Trustee (as such and in its individual capacity) shall not be
      personally liable to any Person on account of the Owner Trustee’s
      good faith reliance on the provisions of this Section or in connection
      with the Owner Trustee’s giving prior written consent to a Bankruptcy
      Action by the Trust in accordance herewith, or withholding such consent,
      in good faith, and neither the Trust nor any Certificateholder shall have
      any claim for breach of fiduciary duty or otherwise against the Owner Trustee
      (as such and in its individual capacity) for giving or withholding its
      consent to any such Bankruptcy Action.



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  (b)     The
      parties hereto stipulate and agree that no Certificateholder has power
      to commence any Bankruptcy Action on the part of the Trust or to direct
      the Owner Trustee to take any Bankruptcy Action on the part of the Trust
      except as provided in Section 4.5(a). To the extent permitted by applicable
      law, the consent of the Security Insurer and the Trust Collateral Agent
      shall be obtained prior to taking any Bankruptcy Action by the Trust.




  (c)     The
      provisions of this Section do not constitute an acknowledgement or admission
      by the Trust, the Owner Trustee, any Certificateholder or any creditor
      of the Trust that the Trust is eligible to be a debtor, under the United
      States Bankruptcy Code, I1 U.S.C. §§ 101 et seq., as amended.




  SECTION 4.6.     Covenants
        and Restrictions on Conduct of Business.




  (a)     The
      Owner Trustee on behalf of the Trust agrees to abide by the following restrictions:



	 	          (i)     other
          than as contemplated by the Basic Documents and related documentation,
          the Trust shall not incur any indebtedness;

    


	 	 
	 	          (ii)     other
          than as contemplated by the Basic Documents and related documentation,
          the Trust shall not engage in any dissolution, liquidation, consolidation,
          merger or sale of assets;

    


	 	 
	 	          (iii)     the
          Trust shall not engage in any business activity in which it is not
          currently engaged other than as contemplated by the Basic Documents
          and related documentation; and

    


	 	 
	 	          (iv)     the
          Trust shall not form, or cause to be formed, any subsidiaries and shall
          not own or acquire any asset other than as contemplated by the Basic
          Documents and related documentation.

    



  (b)     The
      Owner Trustee on behalf of the Trust shall:



	 	          (i)     maintain
          books and records separate from any other person or entity;

    


	 	 
	 	          (ii)     maintain
          its office and bank accounts separate from any other person or entity;

    


	 	 
	 	          (iii)     not
          commingle its assets with those of any other person or entity;

    


	 	 
	 	          (iv)     conduct
          its own business in its own name and use stationery or other business
          forms under its own name and not that of any Certificateholder or any
          Affiliate;

    


	 	 
	 	          (v)     other
          than as contemplated by the Basic Documents and related documentation,
          pay its own liabilities and expenses only out of its own funds;

    


	 	 
	 	          (vi)     observe
          all formalities required under the Statutory Trust Statute;

    


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

    


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

    


	 	 
	 	          (ix)     not
          acquire the obligations or securities of its Certificateholders or
          its Affiliates;

    


	 	 
	 	          (x)     other
          than as contemplated by the Basic Documents and related documentation,
          not make loans to any other person or entity or buy or hold evidence
          of indebtedness issued by any other person or entity;

    


	 	 
	 	          (xi)     other
          than as contemplated by the Basic Documents and related documentation,
          not pledge its assets for the benefit of any other person or entity;

    


	 	 
	 	          (xii)     hold
          itself out as a separate entity from each Certificateholder and not
          conduct any business in the name of any Certificateholder;

    


	 	 
	 	          (xiii)     correct
          any known misunderstanding regarding its separate identity;

    


	 	 
	 	          (xiv)     not
          identify itself as a division of any other person or entity; and

    


	 	 
	 	          (xv)     except
          as required or specifically provided in the Trust Agreement, the Trust
          will conduct business with the Certificateholders or any Affiliate
          thereof on an arm’s length basis.

    



  (c)     So
      long as the Notes or any other amounts owed under the Indenture remain
      outstanding, the Trust shall not amend this Section 4.6 unless the Rating
      Agency Condition has been satisfied and without the prior written consent
      of the Security Insurer.



ARTICLE V.

Authority and Duties of Owner
      Trustee


  SECTION 5.1.     General
        Authority.




  (a)     The
      Owner Trustee is authorized and directed to execute and deliver the Basic
      Documents to which the Trust is named as a party and each certificate or
      other document attached as an exhibit to or contemplated by the Basic Documents
      to which the Trust is named as a party and any amendment thereto and on
      behalf of the Trust, each state business license (and any renewal thereof)
      prepared by the Certificateholder or Servicer, including a Sales Finance
      Company Application (and any renewal thereof) with the Pennsylvania Department
      of Banking, Licensing Division, and a Financial Regulation Application
      (and any renewal thereof) with the Maryland Department of Labor, Licensing
      and Regulation, in each case, in such form as the Depositor shall approve
      as evidenced conclusively by the Owner Trustee’s execution thereof,
      and on behalf of the Trust, to direct the Indenture Trustee to authenticate
      and deliver Class A-1 Notes



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in the aggregate principal amount
    of $222,000,000, Class A-2 Notes in the aggregate principal amount of $203,000,000,
    Class A-3 Notes in the aggregate principal amount of $160,000,000 and Class
    A-4 Notes in the aggregate principal amount of $165,000,000. In addition
    to the foregoing, the Owner Trustee is authorized, but shall not be obligated,
    to take all actions required of the Trust pursuant to the Basic Documents.
    The Owner Trustee is further authorized from time to time to take such action
    as the Instructing Party recommends with respect to the Basic Documents so
    long as such activities are consistent with the terms of the Basic Documents.


  (b)     The
      Owner Trustee shall sign on behalf of the Trust any applicable tax returns
      of the Trust, unless applicable law requires a Certificateholder to sign
      such documents.




  SECTION 5.2.     General
        Duties.     It shall be the duty of the
        Owner Trustee to discharge (or cause to be discharged) all of its responsibilities
        pursuant to the terms of this Agreement and the Sale and Servicing Agreement
        and to administer the Trust in the interest of the Holder, subject to
        the Basic Documents and in accordance with the provisions of this Agreement.
        Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
        discharged its duties and responsibilities hereunder and under the Basic
        Documents to the extent the Servicer has agreed in the Sale and Servicing
        Agreement to perform any act or to discharge any duty of the Trust or
        the Owner Trustee hereunder or under any Basic Document, and the Owner
        Trustee shall not be liable for the default or failure of the Servicer
        to carry out its obligations under the Sale and Servicing Agreement.




  SECTION 5.3.     Action
        upon Instruction.




  (a)     Subject
      to Article IV and the terms of the Spread Account Agreement, the Security
      Insurer (so long as an Insurer Default shall not have occurred and
      be continuing) or the Certificateholder (if an Insurer Default shall have
      occurred and be continuing) (the “Instructing Party”)
      shall have the exclusive right to direct the actions of the Owner Trustee
      in the management of the Trust, so long as such instructions are not inconsistent
      with the express terms set forth herein or in any Basic Document. The Instructing
      Party shall not instruct the Owner Trustee in a manner inconsistent with
      this Agreement or the Basic Documents.




  (b)     The
      Owner Trustee shall not be required to take any action hereunder or under
      any Basic Document if the Owner Trustee shall have reasonably determined,
      or shall have been advised by counsel, that such action is likely to result
      in liability on the part of the Owner Trustee or is contrary to the terms
      hereof or of any Basic Document or is otherwise contrary to law.




  (c)     Whenever
      the Owner Trustee is unable to decide between alternative courses of action
      permitted or required by the terms of this Agreement or any Basic Document,
      the Owner Trustee shall promptly give notice (in such form as shall be
      appropriate under the circumstances) to the Instructing Party requesting
      instruction as to the course of action to be adopted, and to the extent
      the Owner Trustee acts in good faith in accordance with any written instruction
      of the Instructing Party received, the Owner Trustee shall not be liable
      on account of such action to any Person. If the Owner Trustee shall not
      have received appropriate instruction within ten days of such notice (or
      within such shorter period of time as reasonably may be specified in such
      notice or may be necessary under the circumstances) it may, but shall be
      under no duty to, take or refrain from taking such action, not inconsistent
      with this Agreement or the Basic Documents, as it shall deem to be in the
      best interests of the Certificateholder, and shall have no liability to
      any Person for such action or inaction.



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  (d)     In
      the event that the Owner Trustee is unsure as to the application of any
      provision of this Agreement or any Basic Document or any such provision
      is ambiguous as to its application, or is, or appears to be, in conflict
      with any other applicable provision, or in the event that this Agreement
      permits any determination by the Owner Trustee or is silent or is incomplete
      as to the course of action that the Owner Trustee is required to take with
      respect to a particular set of facts, the Owner Trustee may give notice
      (in such form as shall be appropriate under the circumstances) to the Instructing
      Party requesting instruction and, to the extent that the Owner Trustee
      acts or refrains from acting in good faith in accordance with any such
      instruction received, the Owner Trustee shall not be liable, on account
      of such action or inaction, to any Person. If the Owner Trustee shall not
      have received appropriate instruction within 10 days of such notice (or
      within such shorter period of time as reasonably may be specified in such
      notice or may be necessary under the circumstances) it may, but shall be
      under no duty to, take or refrain from taking such action, not inconsistent
      with this Agreement or the Basic Documents, as it shall deem to be in the
      best interests of the Certificateholder, and shall have no liability to
      any Person for such action or inaction.




  SECTION 5.4.     No
        Duties Except as Specified in this Agreement or in Instructions.     The
        Owner Trustee shall not have any duty or obligation to manage, make any
        payment with respect to, register, record, sell, dispose of, or otherwise
        deal with the Owner Trust Estate, or to otherwise take or refrain from
        taking any action under, or in connection with, any document contemplated
        hereby to which the Owner Trustee is a party, except as expressly provided
        by the terms of this Agreement or in any document or written instruction
        received by the Owner Trustee pursuant to Section 5.3; and no implied
        duties or obligations shall be read into this Agreement or any Basic
        Document against the Owner Trustee. The Owner Trustee shall have no responsibility
        for filing any financing or continuation statement in any public office
        at any time or to otherwise perfect or maintain the perfection of any
        security interest or lien granted to it hereunder or to prepare or file
        any Commission filing (including any filings required pursuant to the
        Sarbanes-Oxley Act of 2002 or any rule or regulation promulgated thereunder)
        for the Trust or to record this Agreement or any Basic Document. The
        Owner Trustee nevertheless agrees that it will, at its own cost and expense,
        promptly take all action as may be necessary to discharge any Liens on
        any part of the Owner Trust Estate that result from actions by, or claims
        against, the Owner Trustee (solely in its individual capacity) and that
        are not related to the ownership or the administration of the Owner Trust
        Estate.




  SECTION 5.5.     No
        Action Except under Specified Documents or Instructions.     The
        Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
        deal with any part of the Owner Trust Estate except (i) in accordance
        with the powers granted to and the authority conferred upon the Owner
        Trustee pursuant to this Agreement, (ii) in accordance with the Basic
        Documents and (iii) in accordance with any document or instruction delivered
        to the Owner Trustee pursuant to Section 5.3.




  SECTION 5.6.     Restrictions.     The
      Owner Trustee shall not take any action (a) that is inconsistent with the
      purposes of the Trust set forth in Section 2.3 or (b) that, to the actual
      knowledge of the Owner Trustee, would result in the Trust’s becoming
      taxable as a corporation for Federal income tax purposes. The Certificateholder
      shall not direct the Owner Trustee to take action that would violate the
      provisions of this Section.



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ARTICLE VI.

Concerning the Owner Trustee


  SECTION 6.1.     Acceptance
        of Trusts and Duties.     The Owner Trustee
        accepts the trusts hereby created and agrees to perform its duties hereunder
        with respect to such trusts but only upon the terms of this Agreement.
        The Owner Trustee also agrees to disburse all moneys actually received
        by it constituting part of the Owner Trust Estate upon the terms of the
        Basic Documents and this Agreement. The Owner Trustee shall not be answerable
        or accountable hereunder or under any Basic Document under any circumstances,
        except (i) for its own willful misconduct, bad faith or negligence, (ii)
        in the case of the inaccuracy of any representation or warranty contained
        in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities
        arising from the failure of the Owner Trustee to perform obligations
        expressly undertaken by it in the last sentence of Section 5.4 hereof,
        (iv) for any investments issued by the Owner Trustee or any branch or
        affiliate thereof in its commercial capacity or (v) for taxes, fees or
        other charges on, based on or measured by, any fees, commissions or compensation
        received by the Owner Trustee. In particular, but not by way of limitation
        (and subject to the exceptions set forth in the preceding sentence):




  (a)     the
      Owner Trustee shall not be liable for any error of judgment made by a Responsible
      Officer of the Owner Trustee (except in the case of willful misconduct,
      bad faith or negligence);




  (b)     the
      Owner Trustee shall not be liable with respect to any action taken or omitted
      to be taken by it in accordance with the instructions of the Instructing
      Party, the Servicer or the Certificateholder;




  (c)     no
      provision of this Agreement or any Basic Document shall require the Owner
      Trustee to expend or risk funds or otherwise incur any financial liability
      in the performance of any of its rights or powers hereunder or under any
      Basic Document if the Owner Trustee shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured or provided to it;




  (d)     under
      no circumstances shall the Owner Trustee be liable for indebtedness evidenced
      by or arising under any of the Basic Documents, including the principal
      of and interest on the Notes;




  (e)     the
      Owner Trustee shall not be responsible for or in respect of the validity
      or sufficiency of this Agreement or for the due execution hereof by the
      Depositor or for the form, character, genuineness, sufficiency, value or
      validity of any of the Owner Trust Estate or for or in respect of the validity
      or sufficiency of the Basic Documents, other than the certificate of authentication
      on the Certificate, and the Owner Trustee shall in no event assume or incur
      any liability, duty or obligation to the Security Insurer, Trustee, Trust
      Collateral Agent, the Collateral Agent, any Noteholder or to any Certificateholder,
      other than as expressly provided for herein and in the Basic Documents;



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  (f)     the
      Owner Trustee shall not be liable for the default or misconduct of the
      Security Insurer, the Trustee, the Trust Collateral Agent or the Servicer
      under any of the Basic Documents or otherwise and the Owner Trustee shall
      have no obligation or liability to perform the obligations under this Agreement
      or the Basic Documents that are required to be performed by the Trustee
      under the Indenture or the Trust Collateral Agent or the Servicer under
      the Sale and Servicing Agreement; and




  (g)     the
      Owner Trustee shall be under no obligation to exercise any of the rights
      or powers vested in it by this Agreement, or to institute, conduct or defend
      any litigation under this Agreement or otherwise or in relation to this
      Agreement or any Basic Document, at the request, order or direction of
      the Instructing Party or the Certificateholder, unless such Instructing
      Party or Certificateholder has offered to the Owner Trustee security or
      indemnity satisfactory to it against the costs, expenses and liabilities
      that may be incurred by the Owner Trustee therein or thereby. The right
      of the Owner Trustee to perform any discretionary act enumerated in this
      Agreement or in any Basic Document shall not be construed as a duty, and
      the Owner Trustee shall not be answerable for other than its negligence,
      bad faith or willful misconduct in the performance of any such act.




  SECTION 6.2.     Furnishing
        of Documents.     The Owner Trustee shall
        furnish to the Certificateholder promptly upon receipt of a written request
        therefor, duplicates or copies of all reports, notices, requests, demands,
        certificates, financial statements and any other instruments furnished
        to the Owner Trustee under the Basic Documents.




  SECTION 6.3.     Representations
        and Warranties.     The Owner Trustee hereby
        represents and warrants to the Depositor, the Holder and the Security
        Insurer (which shall have relied on such representations and warranties
        in issuing the Note Policy), that:




  (a)     It
      is a Delaware banking corporation, duly organized and validly existing
      in good standing under the laws of the State of Delaware. It has all requisite
      corporate power and authority to execute, deliver and perform its obligations
      under this Agreement.




  (b)     It
      has taken all corporate action necessary to authorize the execution and
      delivery by it of this Agreement, and this Agreement will be executed and
      delivered by one of its officers who is duly authorized to execute and
      deliver this Agreement on its behalf.




  (c)     Neither
      the execution nor the delivery by it of this Agreement, nor the consummation
      by it of the transactions contemplated hereby nor compliance by it with
      any of the terms or provisions hereof will contravene any federal or Delaware
      state law, governmental rule or regulation governing the banking or trust
      powers of the Owner Trustee or any judgment or order binding on it, or
      constitute any default under its charter documents or by-laws or any indenture,
      mortgage, contract, agreement or instrument to which it is a party or by
      which any of its properties may be bound.




  (d)     The
      Agreement has been, or, when executed and delivered will have been, duly
      authorized, validly executed and delivered by the Owner Trustee and constitutes,
      a valid and binding agreement of the Owner Trustee, enforceable against
      the Owner Trustee in accordance with its terms, except to the extent that
      enforceability may (A) be subject to insolvency, reorganization, moratorium,
      or other similar laws, regulations or procedures of general applicability
      now or hereinafter in effect relating to or affecting creditor’s rights
      generally and (B) be limited by general principles of equity (whether considered
      in a proceeding at law or in equity).



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  SECTION 6.4.     Reliance;
        Advice of Counsel.




  (a)     The
      Owner Trustee shall incur no liability to anyone in acting upon any signature,
      instrument, notice, resolution, request, consent, order, certificate, report,
      opinion, bond or other document or paper believed by it to be genuine and
      believed by it to be signed by the proper party or parties. The Owner Trustee
      may accept a certified copy of a resolution of the board of directors or
      other governing body of any corporate party as conclusive evidence that
      such resolution has been duly adopted by such body and that the same is
      in full force and effect. As to any fact or matter the method of the determination
      of which is not specifically prescribed herein, the Owner Trustee may for
      all purposes hereof rely on a certificate, signed by the president or any
      vice president or by the treasurer, secretary or other authorized officers
      of the relevant party, as to such fact or matter, and such certificate
      shall constitute full protection to the Owner Trustee for any action taken
      or omitted to be taken by it in good faith in reliance thereon.




  (b)     In
      the exercise or administration of the trusts hereunder and in the performance
      of its duties and obligations under this Agreement or the Basic Documents,
      the Owner Trustee (i) may act directly or through its agents or attorneys
      pursuant to agreements entered into with any of them, and the Owner Trustee
      shall not be liable for the conduct or misconduct of such agents or attorneys
      if such agents or attorneys shall have been selected by the Owner Trustee
      with reasonable care, and (ii) may consult with counsel, accountants and
      other skilled persons to be selected with reasonable care and employed
      by it. The Owner Trustee shall not be liable for anything done, suffered
      or omitted in good faith by it in accordance with the written opinion or
      advice of any such counsel, accountants or other such persons and according
      to such opinion not contrary to this Agreement or any Basic Document.




  SECTION 6.5.     Not
        Acting in Individual Capacity.     Except
        as provided in this Article VI, in accepting the trust hereby created
        Wilmington Trust Company acts solely as Owner Trustee hereunder and not
        in its individual capacity and all Persons having any claim against the
        Owner Trustee by reason of the transactions contemplated by this Agreement
        or any Basic Document shall look only to the Owner Trust Estate for payment
        or satisfaction thereof.




  SECTION 6.6.     Owner
        Trustee Not Liable for Certificate or Receivables.     The
        recitals contained herein and in the Certificate (other than the signature
        and countersignature of the Owner Trustee on the Certificate) shall be
        taken as the statements of the Depositor and the Owner Trustee assumes
        no responsibility for the correctness thereof. The Owner Trustee makes
        no representations as to the validity or sufficiency of this Agreement,
        of any Basic Document or of the Certificate (other than the signature
        and countersignature of the Owner Trustee on the Certificate) or the
        Notes, or of any Receivable or related documents. The Owner Trustee shall
        at no time have any responsibility or liability for or with respect to
        the legality, validity and enforceability of any Receivable, 



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or the perfection and priority of
    any security interest created by any Receivable in any Financed Vehicle or
    the maintenance of any such perfection and priority, or for or with respect
    to the sufficiency of the Owner Trust Estate or its ability to generate the
    payments to be distributed to Certificateholder under this Agreement or the
    Noteholders under the Indenture, including, without limitation: the existence,
    condition and ownership of any Financed Vehicle; the existence and enforceability
    of any insurance thereon; the existence and contents of any Receivable on
    any computer or other record thereof; the validity of the assignment of any
    Receivable to the Trust or of any intervening assignment; the completeness
    of any Receivable; the performance or enforcement of any Receivable; the
    compliance by the Depositor, the Servicer or any other Person with any warranty
    or representation made under any Basic Document or in any related document
    or the accuracy of any such warranty or representation or any action of the
    Trustee or the Servicer or any subservicer taken in the name of the Owner
    Trustee.


  SECTION 6.7.     Owner
        Trustee May Own Notes.     The Owner Trustee
        in its individual or any other capacity may become the owner or pledgee
        of the Notes and may deal with the Depositor, the Trustee and the Servicer
        in banking transactions with the same rights as it would have if it were
        not Owner Trustee.




  SECTION 6.8.     Payments
        from Owner Trust Estate.     All payments
        to be made by the Owner Trustee under this Agreement or any of the Basic
        Documents to which the Trust or the Owner Trustee is a party shall be
        made only from the income and proceeds of the Owner Trust Estate and
        only to the extent that the Owner Trust shall have received income or
        proceeds from the Owner Trust Estate to make such payments in accordance
        with the terms hereof. Wilmington Trust Company, or any successor thereto,
        in its individual capacity, shall not be liable for any amounts payable
        under this Agreement or any of the Basic Documents to which the Trust
        or the Owner Trustee is a party.




  SECTION 6.9.     Doing
        Business in Other Jurisdictions.     Notwithstanding
        anything contained herein to the contrary, neither Wilmington Trust Company
        or any successor thereto, nor the Owner Trustee shall be required to
        take any action in any jurisdiction other than in the State of Delaware
        if the taking of such action will, even after the appointment of a co-trustee
        or separate trustee in accordance with Section 9.5 hereof, (i) require
        the consent or approval or authorization or order of or the giving of
        notice to, or the registration with or the taking of any other action
        in respect of, any state or other governmental authority or agency of
        any jurisdiction other than the State of Delaware; (ii) result in any
        fee, tax or other governmental charge under the laws of the State of
        Delaware becoming payable by Wilmington Trust Company (or any successor
        thereto); or (iii) subject Wilmington Trust Company (or any successor
        thereto) to personal jurisdiction in any jurisdiction other than the
        State of Delaware for causes of action arising from acts unrelated to
        the consummation of the transactions by Wilmington Trust Company (or
        any successor thereto) or the Owner Trustee, as the case may be, contemplated hereby.



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ARTICLE VII.

Compensation of Owner Trustee


  SECTION 7.1.     Owner
        Trustee’s Fees and Expenses.     The
        Owner Trustee shall receive as compensation for its services hereunder
        such fees as have been separately agreed upon before the date hereof
        between AmeriCredit and the Owner Trustee, and the Owner Trustee shall
        be entitled to be reimbursed by the Depositor for its other reasonable
        expenses hereunder, including the reasonable compensation, expenses and
        disbursements of such agents, representatives, experts and counsel as
        the Owner Trustee may employ in connection with the exercise and performance
        of its rights and its duties hereunder and under the Basic Documents.
        AmeriCredit Corp. shall be jointly and severally liable for the fees
        and expenses owing to the Owner Trustee under this Section 7.1.




  SECTION 7.2.     Indemnification.     The
      Depositor shall be liable as primary obligor for, and shall indemnify the
      Owner Trustee and its officers, directors, successors, assigns, agents
      and servants (collectively, the “Indemnified Parties”)
      from and against, any and all liabilities, obligations, losses, damages,
      taxes, claims, actions and suits, and any and all reasonable costs, expenses
      and disbursements (including reasonable legal fees and expenses) of any
      kind and nature whatsoever (collectively, “Expenses”)
      which may at any time be imposed on, incurred by, or asserted against the
      Owner Trustee or any Indemnified Party in any way relating to or arising
      out of this Agreement, the Basic Documents, the Owner Trust Estate, the
      administration of the Owner Trust Estate or the action or inaction of the
      Owner Trustee hereunder, except only that the Depositor shall not be liable
      for or required to indemnify the Owner Trustee from and against Expenses
      arising or resulting from any of the matters described in the third sentence
      of Section 6.1. The indemnities contained in this Section and the rights
      under Section 7.1 shall survive the resignation or termination of the Owner
      Trustee or the termination of this Agreement. In any event of any claim,
      action or proceeding for which indemnity will be sought pursuant to this
      Section, the Owner Trustee’s choice of legal counsel shall be subject
      to the approval of the Depositor which approval shall not be unreasonably
      withheld. AmeriCredit Corp. shall be jointly and severally liable for the
      indemnification duties and obligations of the Depositor which are described
      in this Section 7.2.




  SECTION 7.3.     Payments
        to the Owner Trustee.     Any amounts paid
        to the Owner Trustee pursuant to this Article VII shall be deemed not
        to be a part of the Owner Trust Estate immediately after such payment.




  SECTION 7.4.     Non-recourse
        Obligations.     Notwithstanding anything
        in this Agreement or any Basic Document, the Owner Trustee agrees in
        its individual capacity and in its capacity as Owner Trustee for the
        Trust that all obligations of the Trust to the Owner Trustee individually
        or as Owner Trustee for the Trust shall be with recourse to the Owner
        Trust Estate only and specifically shall be without recourse to the assets
        of the Holder.



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ARTICLE VIII.

Termination of Trust Agreement


  SECTION 8.1.     Termination
        of Trust Agreement.




  (a)     This
      Agreement and the Trust shall terminate in accordance with Section 3808
      of the Statutory Trust Statute and be of no further force or effect upon
      the latest of (i) the maturity or other liquidation of the last Receivable
      (including the purchase by the Servicer at its option or by the Seller
      at its option of the corpus of the Trust as described in Section 10.1 of
      the Sale and Servicing Agreement) and the subsequent distribution of amounts
      in respect of such Receivables as provided in the Basic Documents, or (ii)
      the payment to the Certificateholder of all amounts required to be paid
      to it pursuant to this Agreement and the payment to the Security Insurer
      of all amounts payable or reimbursable to it pursuant to the Sale and Servicing
      Agreement; provided, however, that the rights to indemnification
      under Section 7.2 and the rights under Section 7.1 shall survive the termination
      of the Trust. The Seller or the Servicer shall promptly notify the Owner
      Trustee and the Security Insurer of any prospective termination pursuant
      to this Section. The bankruptcy, liquidation, dissolution, death or incapacity
      of the Certificateholder, shall not (x) operate to terminate this Agreement
      or the Trust, nor (y) entitle the Certificateholder’s legal representatives
      or heirs to claim an accounting or to take any action or proceeding in
      any court for a partition or winding up of all or any part of the Trust
      or Owner Trust Estate nor (z) otherwise affect the rights, obligations
      and liabilities of the parties hereto.




  (b)     Neither
      the Depositor nor the Certificateholder shall be entitled to revoke or
      terminate the Trust.




  (c)     Notice
      of any termination of the Trust, specifying the Distribution Date upon
      which the Certificateholder shall surrender the Certificate to the Trust
      Collateral Agent for payment of the final distribution and cancellation,
      shall be given by the Owner Trustee by letter to the Certificateholder
      mailed within five Business Days of receipt of notice of such termination
      from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing
      Agreement, stating (i) the Distribution Date upon or with respect to which
      final payment of the Certificate shall be made upon presentation and surrender
      of the Certificate at the office of the Trust Collateral Agent therein
      designated, (ii) the amount of any such final payment, (iii) that the Record
      Date otherwise applicable to such Distribution Date is not applicable,
      payments being made only upon presentation and surrender of the Certificate
      at the office of the Trust Collateral Agent therein specified and (iv)
      interest will cease to accrue on the Certificate. The Owner Trustee shall
      give such notice to the Trust Collateral Agent at the time such notice
      is given to the Certificateholder. Upon presentation and surrender of the
      Certificate, the Trust Collateral Agent shall cause to be distributed to
      the Certificateholder amounts distributable on such Distribution Date pursuant
      to Section 5.7 of the Sale and Servicing Agreement.




  In the event that the Certificateholder
      shall not surrender the Certificate for cancellation within six months
      after the date specified in the above mentioned written notice, the Owner
      Trustee shall give a second written notice to the Certificateholder to
      surrender the Certificate for cancellation and receive the final distribution
      with respect thereto. If within one year after the second notice all the
      Certificate shall not have been surrendered for cancellation,



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the Owner Trustee may take appropriate
    steps, or may appoint an agent to take appropriate steps, to contact the
    Certificateholder concerning surrender of its Certificate, and the cost thereof
    shall be paid out of the funds and other assets that shall remain subject
    to this Agreement. Any funds remaining in the Trust after exhaustion of such
    remedies shall be distributed, subject to applicable escheat laws, by the
    Owner Trustee to the Holder.


  (d)     Upon
      the completion of the winding up of the Trust in accordance with Section
      3808 of the Statutory Trust Statute and its termination, the Owner Trustee
      shall cause the Certificate of Trust to be canceled by filing a certificate
      of cancellation with the Secretary of State in accordance with the provisions
      of Section 3810 of the Statutory Trust Statute.



ARTICLE IX.

Successor Owner Trustees and
      Additional Owner Trustees


  SECTION 9.1.     Eligibility
        Requirements for Owner Trustee.     The
        Owner Trustee shall at all times be a corporation (i) satisfying the
        provisions of Section 3807(a) of the Statutory Trust Statute; (ii) authorized
        to exercise corporate trust powers; (iii) having a combined capital and
        surplus of at least $50,000,000 and subject to supervision or examination
        by Federal or State authorities; and (iv) acceptable to the Security
        Insurer in its sole discretion, so long as an Insurer Default shall not
        have occurred and be continuing. If such corporation shall publish reports
        of condition at least annually, pursuant to law or to the requirements
        of the aforesaid supervising or examining authority, then for the purpose
        of this Section, the combined capital and surplus of such corporation
        shall be deemed to be its combined capital and surplus as set forth in
        its most recent report of condition so published. In case at any time
        the Owner Trustee shall cease to be eligible in accordance with the provisions
        of this Section, the Owner Trustee shall resign immediately in the manner
        and with the effect specified in Section 9.2.




  SECTION 9.2.     Resignation
        or Removal of Owner Trustee.     The Owner
        Trustee may at any time resign and be discharged from the trusts hereby
        created by giving written notice thereof to the Depositor, the Security
        Insurer and the Servicer. Upon receiving such notice of resignation,
        the Depositor shall promptly appoint a successor Owner Trustee by written
        instrument, in duplicate, one copy of which instrument shall be delivered
        to the resigning Owner Trustee and one copy to the successor Owner Trustee,
        provided that the Depositor shall have received written confirmation
        from each of the Rating Agencies that the proposed appointment will not
        result in an increased capital charge to the Security Insurer by either
        of the Rating Agencies. If no successor Owner Trustee shall have been
        so appointed and have accepted appointment within 30 days after the giving
        of such notice of resignation, the resigning Owner Trustee or the Security
        Insurer may petition any court of competent jurisdiction for the appointment
        of a successor Owner Trustee.




  If at any time the Owner Trustee
      shall cease to be eligible in accordance with the provisions of Section
      9.1 and shall fail to resign after written request therefor by the Depositor,
      or if at any time the Owner Trustee shall be legally unable to act, or
      shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee
      or of its property shall be appointed, or any public officer shall take
      charge or control of the Owner Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation, 



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then the Depositor with the consent
    of the Security Insurer (so long as an Insurer Default shall not have occurred
    and be continuing) may remove the Owner Trustee. If the Depositor shall remove
    the Owner Trustee under the authority of the immediately preceding sentence,
    the Depositor shall promptly appoint a successor Owner Trustee by written
    instrument, in duplicate, one copy of which instrument shall be delivered
    to the outgoing Owner Trustee so removed, one copy to the Security Insurer
    and one copy to the successor Owner Trustee and payment of all fees owed
    to the outgoing Owner Trustee.


  Any resignation or removal of the
      Owner Trustee and appointment of a successor Owner Trustee pursuant to
      any of the provisions of this Section shall not become effective until
      acceptance of appointment by the successor Owner Trustee pursuant to Section
      9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee.
      The Depositor shall provide notice of such resignation or removal of the
      Owner Trustee to each of the Rating Agencies.




  SECTION 9.3.     Successor
        Owner Trustee.     Any successor Owner Trustee
        appointed pursuant to Section 9.2 shall execute, acknowledge and deliver
        to the Depositor, the Servicer, the Security Insurer and to its predecessor
        Owner Trustee an instrument accepting such appointment under this Agreement,
        and thereupon the resignation or removal of the predecessor Owner Trustee
        shall become effective and such successor Owner Trustee, without any
        further act, deed or conveyance, shall become fully vested with all the
        rights, powers, duties and obligations of its predecessor under this
        Agreement, with like effect as if originally named as Owner Trustee.
        The predecessor Owner Trustee shall upon payment of its fees and expenses
        deliver to the successor Owner Trustee all documents and statements and
        monies held by it under this Agreement; and the Depositor and the predecessor
        Owner Trustee shall execute and deliver such instruments and do such
        other things as may reasonably be required for fully and certainly vesting
        and confirming in the successor Owner Trustee all such rights, powers,
        duties and obligations.




  No successor Owner Trustee shall
      accept appointment as provided in this Section unless at the time of such
      acceptance such successor Owner Trustee shall be eligible pursuant to Section
      9.1.




  Upon acceptance of appointment
      by a successor Owner Trustee pursuant to this Section, the Servicer shall
      mail notice of the successor of such Owner Trustee to the Certificateholder,
      the Trustee, the Noteholders and the Rating Agencies. If the Servicer shall
      fail to mail such notice within 10 days after acceptance of appointment
      by the successor Owner Trustee, the successor Owner Trustee shall cause
      such notice to be mailed at the expense of the Servicer.




  SECTION 9.4.     Merger
        or Consolidation of Owner Trustee.     Any
        corporation into which the Owner Trustee may be merged or converted or
        with which it may be consolidated, or any corporation resulting from
        any merger, conversion or consolidation to which the Owner Trustee shall
        be a party, or any corporation succeeding to all or substantially all
        of the corporate trust business of the Owner Trustee, shall be the successor
        of the Owner Trustee hereunder, provided such corporation shall be eligible
        pursuant to Section 9.1, without the execution or filing of any instrument
        or any further act on the part of any of the parties hereto, anything
        herein to the contrary notwithstanding; provided further that the Owner
        Trustee shall mail notice of such merger or consolidation to the Rating
        Agencies.



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  SECTION 9.5.     Appointment
        of Co-Trustee or Separate Trustee.     Notwithstanding
        any other provisions of this Agreement, at any time, for the purpose
        of meeting any legal requirements of any jurisdiction in which any part
        of the Owner Trust Estate or any Financed Vehicle may at the time be
        located, the Servicer and the Owner Trustee acting jointly shall have
        the power and shall execute and deliver all instruments to appoint one
        or more Persons approved by the Owner Trustee and the Security Insurer
        to act as co-trustee, jointly with the Owner Trustee, or separate trustee
        or separate trustees, of all or any part of the Owner Trust Estate, and
        to vest in such Person, in such capacity, such title to the Trust, or
        any part thereof, and, subject to the other provisions of this Section,
        such powers, duties, obligations, rights and trusts as the Servicer and
        the Owner Trustee may consider necessary or desirable. If the Servicer
        shall not have joined in such appointment within 15 days after the receipt
        by it of a request so to do, the Owner Trustee subject, unless an Insurer
        Default shall have occurred and be continuing, to the approval of the
        Security Insurer (which approval shall not be unreasonably withheld)
        shall have the power to make such appointment. No co-trustee or separate
        trustee under this Agreement shall be required to meet the terms of eligibility
        as a successor trustee pursuant to Section 9.1 and no notice of the appointment
        of any co-trustee or separate trustee shall be required pursuant to Section
        9.3.




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



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

    


	 	 
	 	          (ii)     no
          trustee under this Agreement shall be personally liable by reason of
          any act or omission of any other trustee under this Agreement; and 

    


	 	 
	 	          (iii)     the
          Servicer and the Owner Trustee acting jointly may at any time accept
          the resignation of or remove any separate trustee or co-trustee.

    



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



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



ARTICLE X.

Miscellaneous


  SECTION 10.1.     Supplements
        and Amendments.




  (a)     This
      Agreement may be amended by the Depositor and the Owner Trustee, with the
      prior written consent of the Security Insurer (so long as an Insurer Default
      shall not have occurred and be continuing) and with prior written notice
      to the Rating Agencies, without the consent of any of the Noteholders or
      the Certificateholder, (i) to cure any ambiguity or defect or (ii) to correct,
      supplement or modify any provisions in this Agreement; provided, however,
      that such action shall not, as evidenced by an Opinion of Counsel which
      may be based upon a certificate of the Servicer, adversely affect in any
      material respect the interests of any Noteholder or Certificateholder.




  (b)     This
      Agreement may also be amended from time to time, with the prior written
      consent of the Security Insurer (so long as an Insurer Default shall not
      have occurred and be continuing) by the Depositor and the Owner Trustee,
      with prior written notice to the Rating Agencies, to the extent such amendment
      materially and adversely affects the interests of the Noteholders, with
      the consent of the Noteholders evidencing not less than a majority of the
      Outstanding Amount of the Notes, and the consent of the Certificateholder
      (which consent of any Holder of a Certificate or Note given pursuant to
      this Section or pursuant to any other provision of this Agreement shall
      be conclusive and binding on such Holder) for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of this Agreement or of modifying in any manner the rights of the Noteholders
      or the Certificateholder; provided, however, that subject
      to the express rights of the Security Insurer under the Basic Documents,
      no such amendment shall (a) increase or reduce in any manner the amount
      of, or accelerate or delay the timing of, collections of payments on Receivables
      or distributions that shall be required to be made for the benefit of the
      Noteholders or the Certificateholder or (b) reduce the aforesaid percentage
      of the Outstanding Amount of the Notes and the Certificate Balance required
      to consent to any such amendment, without the consent of the Holders of
      all the outstanding Notes and the Certificateholder.



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  Promptly after the execution of
      any such amendment or consent, the Owner Trustee shall furnish written
      notification of the substance of such amendment or consent to the Certificateholder,
      the Trustee and each of the Rating Agencies.




  It shall not be necessary for the
      consent of Certificateholder, the Noteholders or the Trustee pursuant to
      this Section to approve the particular form of any proposed amendment or
      consent, but it shall be sufficient if such consent shall approve the substance
      thereof. The manner of obtaining such consents (and any other consents
      of the Certificateholder provided for in this Agreement or in any other
      Basic Document) and of evidencing the authorization of the execution thereof
      by Certificateholder shall be subject to such reasonable requirements as
      the Owner Trustee may prescribe. Promptly after the execution of any amendment
      to the Certificate of Trust, the Owner Trustee shall cause the filing of
      such amendment with the Secretary of State.




  Prior to the execution of any amendment
      to this Agreement or the Certificate of Trust, the Owner Trustee shall
      be entitled to receive and rely upon an Opinion of Counsel stating that
      the execution of such amendment is authorized or permitted by this Agreement
      and that all conditions precedent to the execution and delivery of such
      amendment have been satisfied. The Owner Trustee may, but shall not be
      obligated to, enter into any such amendment which affects the Owner Trustee’s
      own rights, duties or immunities under this Agreement or otherwise.




  SECTION 10.2.     No
        Legal Title to Owner Trust Estate in Certificateholder.     The
        Certificateholder shall not have legal title to any part of the Owner
        Trust Estate. The Certificateholder shall be entitled to receive distributions
        in accordance with Article VIII. No transfer, by operation of law or
        otherwise, of any right, title or interest of the Certificateholder to
        and in its ownership interest in the Owner Trust Estate shall operate
        to terminate this Agreement or the trust hereunder or entitle any transferee
        to an accounting or to the transfer to it of legal title to any part
        of the Owner Trust Estate.




  SECTION 10.3.     Limitations
        on Rights of Others.     The provisions
        of this Agreement are solely for the benefit of the Owner Trustee, the
        Depositor, the Certificateholder, the Servicer and, to the extent expressly
        provided herein, the Security Insurer, the Trustee and the Noteholders,
        and nothing in this Agreement, whether express or implied, shall be construed
        to give to any other Person any legal or equitable right, remedy or claim
        in the Owner Trust Estate or under or in respect of this Agreement or
        any covenants, conditions or provisions contained herein.




  SECTION 10.4.     Notices.




  (a)     Unless
      otherwise expressly specified or permitted by the terms hereof, all notices
      shall be in writing and shall be deemed given upon receipt personally delivered,
      delivered by overnight courier or mailed first class mail or certified
      mail, in each case return receipt requested, and shall be deemed to have
      been duly given upon receipt, if to the Owner Trustee, addressed to the
      Corporate Trust Office; if to the Depositor, addressed to AFS Funding Trust,
      c/o Deutsche Bank Trust Company, as Owner Trustee, E.A. Delle Donne Corporate
      Center, Montgomery Building, 1011 Centre Road, Suite 200, Wilmington, Delaware
      19805-1266, Attention: Corporate Trust, with a copy to AFS Funding Trust,
      c/o AmeriCredit Financial Services, Inc., as Administrator, 801 Cherry
      Street, Suite 3900, Fort Worth, Texas 76102,



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Attention: Chief Financial Officer;
    if to the Security Insurer, addressed to Security Insurer, Financial Security
    Assurance Inc., 350 Park Avenue, New York, NY 10022, Attention: Transaction
    Oversight Department, Telex No.: (212) 688-3101, Confirmation: (212) 826-0100,
    Telecopy Nos.: (212) 339-3518, (212) 339-3529 (in each case in which notice
    or other communication to Financial Security refers to an Event of Default,
    a claim on the Note Policy or with respect to which failure on the part of
    Financial Security to respond shall be deemed to constitute consent or acceptance,
    then a copy of such notice or other communication should also be sent to
    the attention of the General Counsel and the Head-Financial Guaranty Group “URGENT
    MATERIAL ENCLOSED”); or, as to each party, at such other address
    as shall be designated by such party in a written notice to each other party.


  (b)     Any
      notice required or permitted to be given to a Certificateholder shall be
      given by first-class mail, postage prepaid, at the address of the Holder.
      Any notice so mailed within the time prescribed in this Agreement shall
      be conclusively presumed to have been duly given, whether or not the Certificateholder
      receives such notice.




  SECTION 10.5.     Severability.     Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent
      of such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision
      in any other jurisdiction.




  SECTION 10.6.     Separate
        Counterparts.     This Agreement may be
        executed by the parties hereto in separate counterparts, each of which
        when so executed and delivered shall be an original, but all such counterparts
        shall together constitute but one and the same instrument.




  SECTION 10.7.     Assignments;
        Security Insurer.     This Agreement shall
        inure to the benefit of and be binding upon the parties hereto and their
        respective successors and permitted assigns.




  SECTION 10.8.     No
        Recourse.     The Certificateholder by accepting
        a Certificate acknowledges that the Certificate represents a beneficial
        interest in the Trust only and do not represent interests in or obligations
        of the Seller, the Servicer, the Owner Trustee, the Trustee, the Security
        Insurer or any Affiliate thereof and no recourse may be had against such
        parties or their assets, except as may be expressly set forth or contemplated
        in this Agreement, the Certificate or the Basic Documents.




  SECTION 10.9.     Headings.     The
      headings of the various Articles and Sections herein are for convenience
      of reference only and shall not define or limit any of the terms or provisions
      hereof.




  SECTION 10.10.     GOVERNING
        LAW.     THIS AGREEMENT SHALL BE GOVERNED
        BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE,
        WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
        RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
        WITH SUCH LAWS.



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  SECTION 10.11.     Servicer.     The
      Servicer is authorized to prepare, or cause to be prepared, execute and
      deliver on behalf of the Trust all such documents, reports, filings, instruments,
      certificates and opinions as it shall be the duty of the Trust or Owner
      Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon
      written request, the Owner Trustee shall execute and deliver to the Servicer
      a limited power of attorney appointing the Servicer the Trust’s agent
      and attorney-in-fact to prepare, or cause to be prepared, execute and deliver
      all such documents, reports, filings, instruments, certificates and opinions.




  SECTION 10.12.     Nonpetition
        Covenants.     Notwithstanding any prior
        termination of this Agreement, the Certificateholder shall not, prior
        to the date which is one year and one day after the termination of this
        Agreement with respect to the Trust, acquiesce, petition or otherwise
        invoke or cause the Trust to invoke the process of any court or government
        authority for the purpose of commencing or sustaining a case against
        the Trust under any federal or state bankruptcy, insolvency or similar
        law or appointing a receiver, liquidator, assignee, trustee, custodian,
        sequestrator or other similar official of the Trust or any substantial
        part of its property, or ordering the winding up or liquidation of the
        affairs of the Trust.



[Remainder of page intentionally
    left blank.]

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  IN WITNESS WHEREOF, the parties
      hereto have caused this Trust Agreement to be duly executed by their respective
      officers hereunto duly authorized as of the day and year first above written.





 

	 	 	WILMINGTON TRUST COMPANY,
	 	 	          as
        Owner Trustee
	 	 	 
	 	By:	/s/ Janel R. Havrilla
	 	Name:	Janel R. Havrilla
	 	Title:	Financial Services Officer
	 	 	 
	 	 	AFS FUNDING TRUST,
	 	 	 
	 	By:	AMERICREDIT FINANCIAL SERVICES,
        INC.,
	 	 	            as
        Administrator
	 	 	 
	 	By:	/s/ Susan B. Sheffield
	 	Name:	 Susan B. Sheffield
	 	Title:	Senior Vice President, Structured
        Finance


	 	ACKNOWLEDGED AND AGREED TO:	 
	 	 	 
	 	AMERICREDIT CORP.,

      Solely with respect to Sections 7.1 and 7.2	 
	 	 	 
	By:	 /s/ Sheli Fitzgerald

    	 
	Name:	Sheli Fitzgerald	 
	Title:	Assistant Vice President, Structured Finance	 


[Amended and Restated Trust Agreement]



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EXHIBIT A

NUMBER

  R-1

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE IS NOT TRANSFERABLE,

  EXCEPT UNDER THE LIMITED CONDITIONS

  SPECIFIED IN THE TRUST AGREEMENT



ASSET BACKED CERTIFICATE

evidencing a beneficial ownership
    interest in certain distributions of the Trust, as defined below, the property
    of which includes a pool of retail installment sale contracts secured by
    new or used automobiles, vans or light duty trucks and sold to the Trust
    by AFS Funding Trust.

(This Certificate does not represent
      an interest in or obligation of AFS Funding Trust or any of its Affiliates,
      except to the extent described below.)


            THIS
      CERTIFIES THAT AFS Funding Trust is the registered owner of a nonassessable,
      fully-paid, beneficial ownership interest in certain distributions of AmeriCredit
      Automobile Receivables Trust 2004-A-F (the “Trust”) formed
      by AFS Funding Trust, a Delaware statutory trust (the “Seller”).



OWNER TRUSTEE’S CERTIFICATE
    OF AUTHENTICATION


            This
      is the Certificate referred to in the within-mentioned Trust Agreement.



WILMINGTON TRUST COMPANY

  not in its individual capacity but solely as

  Owner Trustee

by: ________________________

Authenticating Agent

by: ________________________

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          The
    Trust was created pursuant to a Trust Agreement dated as of January 15, 2004,
    as amended and restated as of February 4, 2004 (the “Trust Agreement”),
    between the Seller and Wilmington Trust Company, as owner trustee (the “Owner
    Trustee”), a summary of certain of the pertinent provisions of which
    is set forth below. To the extent not otherwise defined herein, the capitalized
    terms used herein have the meanings assigned to them in the Trust Agreement.


            This
      is the duly authorized Certificate designated as “Asset Backed
      Certificate” (herein called the “Certificate”).
      Also issued under the Indenture, dated as of September, 2003, among the
      Trust, Wells Fargo Bank, National Association, as trustee and indenture
      collateral agent, are four classes of Notes designated as “Class
      A-1 1.08% Asset Backed Notes” (the “Class A-1 Notes”), “Class
      A-2 1.49% Asset Backed Notes” (the “Class A-2 Notes”), “Class
      A-3 2.18% Asset Backed Notes” (the “Class A-3 Notes”)
      and “Class A-4 2.87% Asset Backed Notes” (the “Class
      A-4 Notes” and together with the Class A-1 Notes, the Class A-2
      Notes, and the Class A-3 Notes, the “Notes”). This Certificate
      is issued under and is subject to the terms, provisions and conditions
      of the Trust Agreement, to which Trust Agreement the holder of this Certificate
      by virtue of the acceptance hereof assents and by which such holder is
      bound. The property of the Trust includes a pool of retail installment
      sale contracts secured by new and used automobiles, vans or light duty
      trucks (the “Receivables”), all monies due thereunder
      on or after Cutoff Date, security interests in the vehicles financed thereby,
      certain bank accounts and the proceeds thereof, proceeds from claims on
      certain insurance policies and certain other rights under the Trust Agreement
      and the Sale and Servicing Agreement, all right to and interest of the
      Seller in and to the Purchase Agreement dated as of February 4, 2004 among
      AmeriCredit Financial Services, Inc. and the Seller and all proceeds of
      the foregoing.




            The
      holder of this Certificate acknowledges and agrees that its rights to receive
      distributions in respect of this Certificate are subordinated to the rights
      of the Noteholders as described in the Sale and Servicing Agreement, the
      Indenture and the Trust Agreement, as applicable.




            Distributions
      on this Certificate will be made as provided in the Trust Agreement by
      the Owner Trustee by wire transfer or check mailed to the Certificateholder
      without the presentation or surrender of this Certificate or the making
      of any notation hereon. Except as otherwise provided in the Trust Agreement
      and notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Owner Trustee of the pendency of such
      distribution and only upon presentation and surrender of this Certificate
      at the office or agency maintained for the purpose by the Owner Trustee
      in the Corporate Trust Office.




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




            Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, by manual signature, this Certificate
      shall not entitle the holder hereof to any benefit under the Trust Agreement
      or the Sale and Servicing Agreement or be valid for any purpose.



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            THIS
      CERTIFICATE SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
      AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
      BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



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            IN
      WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
      individual capacity, has caused this Certificate to be duly executed.



	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES

      TRUST 2004-A-F
	 	 	 
	 	By: 	WILMINGTON TRUST COMPANY

      not in its individual capacity but

      solely as Owner Trustee
	 	 	 
	Dated: February 11, 2004	By: 	________________________
	 	 	 


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(Reverse of Certificate)


            The
      Certificate does not represent an obligation of, or an interest in, the
      Seller, the Servicer, the Owner Trustee or any Affiliates of any of them
      and no recourse may be had against such parties or their assets, except
      as may be expressly set forth or contemplated herein or in the Trust Agreement,
      the Indenture or the Basic Documents. In addition, this Certificate is
      not guaranteed by any governmental agency or instrumentality and is limited
      in right of payment to certain collections with respect to the Receivables,
      all as more specifically set forth herein and in the Sale and Servicing
      Agreement. A copy of each of the Sale and Servicing Agreement and the Trust
      Agreement may be examined during normal business hours at the principal
      office of the Seller, and at such other places, if any, designated by the
      Seller, by any Certificateholder upon written request.




            The
      Trust Agreement permits, with certain exceptions therein provided, the
      amendment thereof and the modification of the rights and obligations of
      the Seller under the Trust Agreement at any time by the Seller and the
      Owner Trustee with the consent of the Note Majority and the Certificateholder.
      Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and on all future Holders of this Certificate
      and of any Certificate issued upon the transfer hereof or in exchange hereof
      or in lieu hereof whether or not notation of such consent is made upon
      this Certificate. The Trust Agreement also permits the amendment thereof,
      in certain limited circumstances, without the consent of the Certificateholder.




            As
      provided in the Trust Agreement and subject to certain limitations therein
      set forth, the transfer of this Certificate is registrable in the Certificate
      Register upon surrender of this Certificate for registration of transfer
      at the offices or agencies of the Certificate Registrar maintained by the
      Owner Trustee in the Corporate Trust Office, accompanied by a written instrument
      of transfer in form satisfactory to the Owner Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney
      duly authorized in writing, and thereupon a new Certificate evidencing
      the same aggregate interest in the Trust will be issued to the designated
      transferee. The initial Certificate Registrar appointed under the Trust
      Agreement is Wilmington Trust Company. No service charge will be made for
      any such registration of transfer or exchange, but the Owner Trustee or
      the Certificate Registrar may require payment of a sum sufficient to cover
      any tax or governmental charge payable in connection therewith.




            The
      Owner Trustee, the Security Insurer and any agent of the Owner Trustee
      or the Security Insurer may treat the person in whose name this Certificate
      is registered as the owner hereof for all purposes, and none of the Owner
      Trustee, the Security Insurer nor any such agent shall be affected by any
      notice to the contrary.




            The
      obligations and responsibilities created by the Trust Agreement and the
      Trust created thereby shall terminate upon the payment to the Certificateholder
      of all amounts required to be paid to it pursuant to the Trust Agreement
      and the Sale and Servicing Agreement and the disposition of all property
      held as part of the Trust. The Seller or the Servicer of the Receivables
      may at its option purchase the corpus of the Trust at a price specified
      in the Sale and Servicing Agreement, and such purchase of the Receivables
      and other property of the Trust will effect early retirement of the Certificate;
      however, such right of purchase is exercisable, subject to certain restrictions,
      only as of the last day of any Collection Period as of which the Pool Balance
      is 10% or less of the Original Pool Balance.



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            The
      Certificate may not be acquired by (a) an employee benefit plan (as defined
      in Section 3(3) of ERISA) that is subject to the provisions of Title I
      of ERISA, (b) a plan (as defined in Section 4975(e)(1) of the Code) that
      is subject to subject to Section 4975 or (c) any entity whose underlying
      assets include assets of a plan described in (a) or (b) above by reason
      of such plan’s investment in the entity (each, a “Benefit
      Plan”). By accepting and holding this Certificate, the Holder
      hereof shall be deemed to have represented and warranted that it is not
      a Benefit Plan.




            The
      recitals contained herein shall be taken as the statements of the Depositor
      or the Servicer, as the case may be, and the Owner Trustee assumes no responsibility
      for the correctness thereof. The Owner Trustee makes no representations
      as to the validity or sufficiency of this Certificate or of any Receivable
      or related document.




            Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, by manual or facsimile signature,
      this Certificate shall not entitle the Holder hereof to any benefit under
      the Trust Agreement or the Sale and Servicing Agreement or be valid for
      any purpose.



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ASSIGNMENT


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



PLEASE INSERT SOCIAL SECURITY

  OR OTHER IDENTIFYING NUMBER

  OF ASSIGNEE

	

    
	(Please print or type name and address, including
        postal zip code, of assignee)
	 
	

    
	the within Certificate, and all rights thereunder,
        hereby irrevocably constituting and appointing
	 
	

    
	Attorney to transfer said Certificate on
        the books of the Certificate Registrar, 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 Certificate in every particular,
          without alteration, enlargement or any change whatever. Such signature
          must be guaranteed by an “eligible guarantor institution” meeting
          the requirements of the Certificate Registrar, which requirements include
          membership or participation in STAMP or such other “signature
          guarantee program” as may be determined by the Certificate Registrar
          in addition to, or in substitution for, STAMP, all in accordance with
          the Securities Exchange Act of 1934, as amended.

    


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EXHIBIT B

FORM OF

CERTIFICATE OF TRUST

OF

AMERICREDIT AUTOMOBILE RECEIVABLES
      TRUST 2004-A-F


            THIS
      Certificate of Trust of AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2004-A-F
      (the “Trust”) is being duly executed and filed on behalf
      of the Trust by the undersigned, as trustee, to form a statutory trust
      under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.)
      (the “Act”).




            1.     Name. The
      name of the statutory trust formed by this Certificate of Trust is “AmeriCredit
      Automobile Receivables Trust 2004-A-F.”




            2.     Delaware
        Trustee. The name and business address of the trustee of the Trust
        in the State of Delaware is Wilmington Trust Company, Rodney Square North,
        1100 North Market Street, Wilmington, Delaware 19890-0001.




            3.     Effective
        Date. This Certificate of Trust shall be effective upon filing.




            IN
      WITNESS WHEREOF, the undersigned has duly executed this Certificate of
      Trust in accordance with Section 3811(a)(1) of the Act.



	 	 	WILMINGTON TRUST COMPANY,
          not in its 

        individual capacity but solely as trustee of the Trust

    
	 	 	 
	 	By:	 ________________________________
	 	Name:	 
	 	Title: