Form of Amended and Restated Trust Agreement



 Exhibit 4.4 
  

  
 AMENDED AND RESTATED 
  
 TRUST AGREEMENT 
  
 between 
  
 [AFS SENSUB CORP.]/[AFS FUNDING TRUST] 
 Seller 
  
 and 
  
 [OWNER TRUSTEE] 
 Owner Trustee 
  
 Dated as of             , 200     
  








 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	  	6
	 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	  	8
	 SECTION 2.12.
	  	[Reserved]	  	8
		
	 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	  	9
	 SECTION 3.4.
	  	Registration of Transfer and Exchange of Certificate	  	9
	 SECTION 3.5.
	  	Mutilated, Destroyed, Lost or Stolen Certificates	  	10
	 SECTION 3.6.
	  	Persons Deemed Certificateholders	  	10
	 SECTION 3.7.
	  	Maintenance of Office or Agency	  	11
	 SECTION 3.8.
	  	Disposition in Whole But Not in Part	  	11
	 SECTION 3.9.
	  	ERISA Restrictions	  	11
		
	 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS
	  	11
			
	 SECTION 4.1.
	  	Prior Notice to Holder with Respect to Certain Matters	  	11
	 SECTION 4.2.
	  	Action by Certificateholder with Respect to Certain Matters	  	12
	 SECTION 4.3.
	  	Restrictions on Certificateholder’s Power	  	12
	 SECTION 4.4.
	  	[Rights of Security Insurer]	  	13
	 SECTION 4.5.
	  	Action with Respect to Bankruptcy Action	  	13
	 SECTION 4.6.
	  	Covenants and Restrictions on Conduct of Business	  	14
		
	 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE
	  	15
			
	 SECTION 5.1.
	  	General Authority	  	15
	 SECTION 5.2.
	  	General Duties	  	16
	 SECTION 5.3.
	  	Action upon Instruction	  	16
	 SECTION 5.4.
	  	No Duties Except as Specified in this Agreement or in Instructions	  	17









					
	 SECTION 5.5.
	  	No Action Except under Specified Documents or Instructions	  	18
	 SECTION 5.6.
	  	Restrictions	  	18
		
	 ARTICLE VI. CONCERNING THE OWNER TRUSTEE
	  	18
			
	 SECTION 6.1.
	  	Acceptance of Trusts and Duties	  	18
	 SECTION 6.2.
	  	Furnishing of Documents	  	19
	 SECTION 6.3.
	  	Representations and Warranties	  	20
	 SECTION 6.4.
	  	Reliance; Advice of Counsel	  	20
	 SECTION 6.5.
	  	Not Acting in Individual Capacity	  	21
	 SECTION 6.6.
	  	Owner Trustee Not Liable for Certificate or Receivables	  	21
	 SECTION 6.7.
	  	Owner Trustee May Own Notes	  	21
	 SECTION 6.8.
	  	Payments from Owner Trust Estate	  	21
	 SECTION 6.9.
	  	Doing Business in Other Jurisdictions	  	22
		
	 ARTICLE VII. COMPENSATION OF OWNER TRUSTEE
	  	22
			
	 SECTION 7.1.
	  	Owner Trustee’s Fees and Expenses	  	22
	 SECTION 7.2.
	  	Indemnification	  	22
	 SECTION 7.3.
	  	Payments to the Owner Trustee	  	23
	 SECTION 7.4.
	  	Non-recourse Obligations	  	23
		
	 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT
	  	23
			
	 SECTION 8.1.
	  	Termination of Trust Agreement	  	23
		
	 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	  	24
			
	 SECTION 9.1.
	  	Eligibility Requirements for Owner Trustee	  	24
	 SECTION 9.2.
	  	Resignation or Removal of Owner Trustee	  	25
	 SECTION 9.3.
	  	Successor Owner Trustee	  	26
	 SECTION 9.4.
	  	Merger or Consolidation of Owner Trustee	  	26
	 SECTION 9.5.
	  	Appointment of Co-Trustee or Separate Trustee	  	26
		
	 ARTICLE X. MISCELLANEOUS
	  	28
			
	 SECTION 10.1.
	  	Supplements and Amendments	  	28
	 SECTION 10.2.
	  	No Legal Title to Owner Trust Estate in Certificateholder	  	29
	 SECTION 10.3.
	  	Limitations on Rights of Others	  	29
	 SECTION 10.4.
	  	Notices	  	29
	 SECTION 10.5.
	  	Severability	  	30
	 SECTION 10.6.
	  	Separate Counterparts	  	30
	 SECTION 10.7.
	  	[Assignments; Security Insurer]	  	30
	 SECTION 10.8.
	  	No Recourse	  	30
	 SECTION 10.9.
	  	Headings	  	30
	 SECTION 10.10.
	  	GOVERNING LAW	  	30
	 SECTION 10.11.
	  	Servicer	  	31
	 SECTION 10.12.
	  	Nonpetition Covenants	  	31
	 SECTION 10.13.
	  	[Third Party Beneficiary]	  	31

  

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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
            , 200   between [AFS SENSUB CORP., a Nevada corporation]/[AFS FUNDING TRUST, a Delaware statutory trust] (the “Seller”), and [OWNER
TRUSTEE], a                      banking
                    , as Owner Trustee, amends and restates in its entirety that certain Trust Agreement dated as of
            , 200   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 Insurance Agreement,] the Indenture, the Underwriting Agreement, the Lockbox
Agreement, the Custodian Agreement[, the Assignment] 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 [Address], Attention:                     , 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). 
  
 “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             , 200  , among the Issuer and [Trust Collateral Agent], 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 [Owner Trustee], a
                     banking
                    , 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             , 200  , among the Trust, the Seller, AmeriCredit Financial Services, Inc.,
the Trust Collateral Agent and the Backup Servicer, 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 [Insurer], or its successor
in interest. 
  

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 “Spread Account” shall mean the Spread Account established and maintained pursuant to
the Spread Account Agreement. 
  
 “Spread Account
Agreement” shall mean the Spread Account Agreement dated as of             , 200  , among the Trust, the Security Insurer, the Collateral Agent, the Trustee
and the Trust 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, [Trust Collateral Agent], 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 

  

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references to Sections and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without
limitation.” 
  
 (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 200  -  ,” 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 Pre-Funding Account, the Capitalized Interest Account and] [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; 
  

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 (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 Part], 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

  
 (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 SenSub Corp.]/[AFS Funding Trust] of the sum of $1,000 which contribution shall
constitute the initial Owner Trust Estate. [AFS SenSub Corp.]/[AFS Funding Trust] acknowledges that such contribution has been transferred to, and is being held by, [Trust Collateral Agent], as agent for the Trust in an account established by [Trust
Collateral Agent], 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. 
  

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 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. 
  
 (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 [Nevada corporation]/[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 [as a foreign corporation]/[, 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. 
  

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 (c) Power and Authority. The Depositor has the [corporate] 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 [corporate] action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary [corporate] 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. 
  
 (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 [certificate of incorporation or by-laws]/[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 

  

 7 








 
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 and (ii) having incurred all liabilities incurred by the Trust, and all transactions between the Trust and the Certificateholder will be
disregarded. 
  
 (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 or more equity owners for federal
income tax purposes, the Trust will be treated as a partnership. At any such time that the Trust has two or more 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. 
  
 SECTION 2.12. [Reserved] 
  
 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 

  

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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 [Owner Trustee] 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. [Owner Trustee] shall be the initial Certificate Registrar. 
  
 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 [Owner Trustee] 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 

  

 9 








 
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. 
  
 [Notwithstanding the foregoing, no sale or
transfer of a Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar or be effective hereunder, if the sale or transfer thereof
increases to more than 99 the number of Certificateholders. For purposes of determining the total number of Certificateholders, a beneficial owner of an interest in a partnership, grantor trust, S corporation or other flow-through entity that owns,
directly or through other flow-through entities, a Certificate is treated as a holder of a Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the flow-through entity is
attributed to the flow-through entity’s interest in the Certificate and (ii) a principal purpose of the use of the flow-through entity to hold the Certificate is to satisfy the 99 holder limitation set out above.] 
  
 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 [Owner Trustee], 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. 
  
 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 

  

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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: 
  
 (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); 
  

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 (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 the 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, 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, 

  

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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, 11 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; 
  

 14 








 (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, 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 in the aggregate principal amount of $            ,
Class A-2 Notes in the aggregate principal 

  

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amount of $                    , Class A-3
Notes in the aggregate principal amount of $                     and [Class A-4 Notes in the aggregate principal amount of
$                    ], [Class B Notes in the aggregate principal amount of
$                    , Class C Notes in the aggregate principal amount of
$                    , Class D Notes in the aggregate principal amount of
$                     and Class E Notes in the aggregate principal amount of
$                    .] 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, [provided, however, that the Owner Trustee shall be permitted to treat the
Security Insurer as the Instructing Party until such time as the Owner Trustee has received written notice that the Security Insurer is no longer the Instructing Party as a result of the occurrence and continuance of an Insurer Default. The
Instructing Party] [the Certificateholder] 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. 
  

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 (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] [the Certificateholder] 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] [the Certificateholder] 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. 
  
 (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] [the Certificateholder] 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 

  

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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. 
  
 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; 
  

 18 








 (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; 
  
 (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 [the] [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. 
  

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 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). 
  
 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 

  

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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 [Owner Trustee] 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, 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 

  

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the income and proceeds of the Owner Trust Estate and only to the extent that the Owner Trustee shall have received income or proceeds from the Owner Trust
Estate to make such payments in accordance with the terms hereof. [Owner Trustee] 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 [Owner Trustee] 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 [Owner
Trustee] (or any successor thereto); or (iii) subject [Owner Trustee] (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 [Owner Trustee] (or any successor thereto) or the Owner Trustee, as the case may be, contemplated hereby. 
  
 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 

  

 22 








 
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. 
  
 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 or the Insurance 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 

  

 23 








 
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 and the Security Insurer 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 the Certificate shall not have been surrendered for cancellation, 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; [and] (iii) having a combined
capital and surplus of at least $50,000,000 and subject to 

  

 24 








 
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, 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. 
  

 25 








 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, [the Security Insurer] 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 [and the Security Insurer]. 
  
 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 

  

 26 








 
necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, 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]. 
  
 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. 
  

 27 








 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. 
  
 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. 
  

 28 








 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 SenSub Corp., 2265 B Renaissance Drive, Suite 17, Las Vegas, Nevada 89119, Attention: Chief Financial Officer, with a copy
to AFS SenSub Corp., c/o AmeriCredit Financial Services, Inc., as Administrator, 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102, Attention: Chief Financial Officer]/[AFS Funding Trust, c/o Deutsche Bank Trust Company Delaware, 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, Attention: Chief Financial Officer]; [if to the Security Insurer, addressed to Security Insurer, [Insurer], [Address], Attention:
                    , Facsimile No.: (            )
            -            , Confirmation:
(            )             -             (in
each case in which notice or other communication to [Insurer] refers to an Event of Default, a claim on the Note Policy or with respect to which failure on the part of [Insurer] to respond shall be deemed to constitute consent 

  

 29 








 
or acceptance, then a copy of such notice or other communication should also be sent to the attention of the General Counsel “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 the Security Insurer 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 does 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. 
  

 30 








 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. 
  
 SECTION 10.13. [Third Party Beneficiary] 
  
 [The Security Insurer shall be an express third party beneficiary of this Agreement, entitled to enforce the provisions hereof as if a party hereto.]

  
 [Remainder of page intentionally left blank.] 
  

 31 








 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. 
  

			
	 [OWNER TRUSTEE],
as Owner Trustee

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	 [AFS SENSUB CORP.]/[AFS FUNDING TRUST],

	
	 [By: AMERICREDIT FINANCIAL SERVICES, INC., as Administrator]

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	 ACKNOWLEDGED AND AGREED TO:

	
	 AMERICREDIT CORP.,
 Solely with respect to Sections 7.1 and 7.2

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 

  
 [Amended and Restated
Trust Agreement] 







 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 SenSub Corp.]/[AFS Funding Trust]. 
  
 (This Certificate does not represent an interest in or obligation of [AFS SenSub Corp.]/[AFS Funding Trust] or any of its Affiliates, except to the extent described
below.) 
  
 THIS CERTIFIES THAT [AFS SenSub Corp.]/[AFS
Funding Trust] is the registered owner of a nonassessable, fully-paid, beneficial ownership interest in certain distributions of AmeriCredit Automobile Receivables Trust 200    -     (the
“Trust”) formed by [AFS SenSub Corp., a Nevada corporation]/[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. 
  

			
	 [OWNER TRUSTEE] not in its individual
 capacity but solely as
 Owner Trustee

		
	by:	 	 
	 	 	 
	
	 Authenticating Agent

		
	by:	 	 








 The Trust was created pursuant to a Trust Agreement dated as of
            , 200    , as amended and restated as of             ,
200     (the “Trust Agreement”), between the Seller and [Owner Trustee], 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             , 200    , among the Trust, [Trustee], as trustee and indenture collateral agent, are [four/seven]
classes of Notes designated as “Class A-1             % Asset Backed Notes” (the “Class A-1 Notes”), “Class
A-2             % Asset Backed Notes” (the “Class A-2 Notes”), “Class
A-3             % Asset Backed Notes” (the “Class A-3 Notes[“) and “Class
A-4             % 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”).][“Class B             % Asset Backed Notes” (the “Class B Notes”), “Class C
            % Asset Backed Notes” (the “Class C Notes”), “Class D             % Asset
Backed Notes” (the “Class D Notes”) and “Class E             % Asset Backed Notes” (the “Class E Notes” and together with the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D 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 the [Initial] Cutoff Date, [in the case of the Initial Receivables, and the Subsequent Cutoff Date, in the
case of the Subsequent Receivables,] 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             , 200     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 or any other Basic Document 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. 
  

 A-2 








 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. 
  
 THIS CERTIFICATE 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. 
  

 A-3 








 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
200    -    
  
 By:   [OWNER TRUSTEE]
not in its individual capacity but solely as Owner Trustee

				
	Dated:             , 200    	 	 	 	By:	 	 

  

 A-4 








 (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 [Owner Trustee]. 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. 
  
 [No sale or transfer of a Trust Certificate shall be permitted (including,
without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar or be effective hereunder, if the sale or transfer thereof increases to more than 99 the sum of the number of
Certificateholders.] 
  
 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 

  

 A-5 








 
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. 
  
 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. 
  

 A-6 








 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. 


 

 A-7 








 EXHIBIT B 
  

FORM OF 
  
 CERTIFICATE OF TRUST 
  
 OF 
  
 AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 200_-_ 
  
 THIS Certificate of
Trust of AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 200_-_ (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 200_-_.”

  
 2. Delaware Trustee. The name and business address of
the trustee of the Trust in the State of Delaware is [Owner Trustee], [Address]. 
  
 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. 
  

			
	[OWNER TRUSTEE], not in its individual capacity but solely as trustee of the Trust
		
	 By:   
	 	 
	 Name:
	 	 
	 Title: