QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 4.1    
  


AMERICREDIT OWNER TRUST 2003-1
  as Issuer 


and



BANK ONE, NA
  as Indenture Trustee 




INDENTURE  


Dated As Of March 18, 2003 




AmeriCredit
Owner Trust 2003-1

Receivables-Backed Notes, Series 2003-1 






   TABLE OF CONTENTS  


PRELIMINARY STATEMENT 


GRANTING
CLAUSE 


GENERAL
COVENANT 



	
 
	
 	

 
	
 	

Page

	ARTICLE I    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	2
	 	

Section 1.01.	
 	

Definitions	
 	

2
	 	Section 1.02.	 	Rules of Construction	 	2
	

ARTICLE II    THE NOTES	
 	

3
	 	

Section 2.01.	
 	

Forms; Denominations	
 	

3
	 	Section 2.02.	 	Execution, Authentication, Delivery and Dating	 	3
	 	Section 2.03.	 	Acknowledgment of Receipt of the Receivables	 	4
	 	Section 2.04.	 	The Notes Generally	 	4
	 	Section 2.05.	 	Registration of Transfer and Exchange of Notes	 	5
	 	Section 2.06.	 	Mutilated, Destroyed, Lost or Stolen Notes	 	6
	 	Section 2.07.	 	Noteholder Lists	 	7
	 	Section 2.08.	 	Persons Deemed Owners	 	8
	 	Section 2.09.	 	Accounts	 	8
	 	Section 2.10.	 	Payments on the Notes	 	8
	 	Section 2.11.	 	Final Payment Notice	 	11
	 	Section 2.12.	 	Compliance with Withholding Requirements	 	12
	 	Section 2.13.	 	Cancellation	 	12
	 	Section 2.14.	 	Reserved	 	12
	 	Section 2.15.	 	Collateral Account	 	12
	 	Section 2.16.	 	Redemption of the Notes	 	13
	 	Section 2.17.	 	Securities Accounts	 	13



i





 

	

ARTICLE III    SATISFACTION AND DISCHARGE	
 	

16
	 	

Section 3.01.	
 	

Satisfaction and Discharge of Indenture	
 	

16
	 	Section 3.02.	 	Application of Trust Money	 	16
	

ARTICLE IV    EVENTS OF DEFAULT; REMEDIES	
 	

16
	 	

Section 4.01.	
 	

Events of Default	
 	

16
	 	Section 4.02.	 	Acceleration of Maturity; Rescission and Annulment	 	18
	 	Section 4.03.	 	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	 	19
	 	Section 4.04.	 	Remedies	 	21
	 	Section 4.05.	 	Application of Money Collected	 	21
	 	Section 4.06.	 	Limitation on Suits	 	21
	 	Section 4.07.	 	Unconditional Right of Noteholders to Receive Principal and Interest	 	22
	 	Section 4.08.	 	Restoration of Rights and Remedies	 	22
	 	Section 4.09.	 	Rights and Remedies Cumulative	 	22
	 	Section 4.10.	 	Delay or Omission Not Waiver	 	22
	 	Section 4.11.	 	Control by Noteholders	 	23
	 	Section 4.12.	 	Waiver of Past Defaults	 	23
	 	Section 4.13.	 	Undertaking for Costs	 	23
	 	Section 4.14.	 	Waiver of Stay or Extension Laws	 	24
	 	Section 4.15.	 	Sale of Trust Estate	 	24
	 	Section 4.16.	 	Action on Notes	 	25
	

ARTICLE V    THE INDENTURE TRUSTEE	
 	

25
	 	

Section 5.01.	
 	

Certain Duties and Responsibilities	
 	

25
	 	Section 5.02.	 	Notice of Defaults	 	28
	 	Section 5.03.	 	Certain Rights of Indenture Trustee	 	28
	 	Section 5.04.	 	Compensation and Reimbursement	 	29



ii





 

	 	Section 5.05.	 	Corporate Indenture Trustee Required; Eligibility	 	30
	 	Section 5.06.	 	Authorization of Indenture Trustee	 	31
	 	Section 5.07.	 	Merger, Conversion, Consolidation or Succession to Business	 	31
	 	Section 5.08.	 	Resignation and Removal; Appointment of Successor	 	31
	 	Section 5.09.	 	Acceptance of Appointment by Successor	 	32
	 	Section 5.10.	 	Unclaimed Funds	 	32
	 	Section 5.11.	 	Illegal Acts	 	33
	 	Section 5.12.	 	Communications by the Indenture Trustee	 	33
	 	Section 5.13.	 	Separate Indenture Trustees and Co-Trustees	 	33
	 	Section 5.14.	 	Hedge Agreements	 	34
	 	Section 5.15.	 	Article V Provisions	 	34
	

ARTICLE VI    REPORTS TO NOTEHOLDERS	
 	

34
	 	

Section 6.01.	
 	

Reports to Noteholders and Others	
 	

34
	 	Section 6.02.	 	Reserved	 	35
	 	Section 6.03.	 	Access to Certain Information	 	35
	

ARTICLE VII    PURCHASE OF ADDITIONAL RECEIVABLES	
 	

36
	 	

Section 7.01.	
 	

Purchase of Additional Receivables	
 	

36
	

ARTICLE VIII    SUPPLEMENTAL INDENTURES; AMENDMENTS	
 	

37
	 	

Section 8.01.	
 	

Supplemental Indentures or Amendments Without Consent of Noteholders	
 	

37
	 	Section 8.02.	 	Supplemental Indentures With Consent of Noteholders	 	37
	 	Section 8.03.	 	Delivery of Supplements and Amendments	 	38
	 	Section 8.04.	 	Execution of Supplemental Indentures, etc.	 	38
	

ARTICLE IX    COVENANTS; WARRANTIES	
 	

38
	 	

Section 9.01.	
 	

Maintenance of Office or Agency	
 	

38
	 	Section 9.02.	 	Existence	 	39



iii





 

	 	Section 9.03.	 	Payment of Taxes and Other Claims	 	39
	 	Section 9.04.	 	Validity of the Notes; Title to the Trust Estate; Lien	 	39
	 	Section 9.05.	 	Protection of Trust Estate	 	39
	 	Section 9.06.	 	Nonconsolidation	 	40
	 	Section 9.07.	 	Negative Covenants	 	41
	 	Section 9.08.	 	Reserved	 	41
	 	Section 9.09.	 	Issuer may Consolidate, Etc., only on Certain Terms	 	41
	 	Section 9.10.	 	Purchase of Notes	 	42
	 	Section 9.11.	 	Indemnification	 	42
	

ARTICLE X    MISCELLANEOUS	
 	

43
	 	

Section 10.01.	
 	

Execution Counterparts	
 	

43
	 	Section 10.02.	 	Compliance Certificates and Opinions, etc.	 	43
	 	Section 10.03.	 	Form of Documents Delivered to Indenture Trustee	 	44
	 	Section 10.04.	 	Acts of Noteholders	 	44
	 	Section 10.05.	 	Computation of Percentage of Noteholders	 	45
	 	Section 10.06.	 	Notice to the Indenture Trustee, the Issuer and Certain Other Persons	 	45
	 	Section 10.07.	 	Notices to Noteholders; Notification Requirements and Waiver	 	45
	 	Section 10.08.	 	Successors and Assigns	 	46
	 	Section 10.09.	 	Separability Clause	 	46
	 	Section 10.10.	 	Governing Law	 	46
	 	Section 10.11.	 	Effect of Headings and Table of Contents	 	46
	 	Section 10.12.	 	Benefits of Indenture	 	46
	 	Section 10.13.	 	Recording of Indenture	 	46
	 	Section 10.14.	 	Non-Recourse Obligation	 	46
	 	Section 10.15.	 	Inspection	 	47



iv





 

	 	Section 10.16.	 	Method of Payment	 	47
	 	Section 10.17.	 	No Recourse	 	47
	 	Section 10.18.	 	Bank One	 	48





	
Exhibit
 
	
 	

 
	
 	

 

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




v








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


PRELIMINARY STATEMENT  


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


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


GRANTING CLAUSE  


        The Issuer hereby Grants to the Indenture Trustee, at the Closing Date, for the benefit of the Secured Parties, all of the Issuer's right, title and interest in
and to (a) the Receivables; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in
the Financed Vehicles; (c) any proceeds with respect to the Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the
related Dealer Agreement or repurchased by a Third-Party Lender, pursuant to an Auto Loan Purchase and Sale Agreement, as a result of a breach of representation or warranty in the related Auto Loan
Purchase and Sale Agreement; (d) all rights under any Service Contracts on the related Financed Vehicles; (e) any proceeds with respect to the Receivables from claims on any physical
damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (f) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts, and in all
investments and proceeds thereof and all rights of the Issuer therein (including all income thereon); (g) the Issuer's rights and benefits, but none of its obligations or burdens, under the
Receivables Purchase and Contribution Agreement and each RPA Assignment thereunder, including the delivery requirements, representations and warranties and the cure and repurchase obligations of
AmeriCredit under the Receivables Purchase and Contribution Agreement and each RPA Assignment thereunder; (h) all items contained in the Receivable Files and any and all other documents
relating to the Receivables, the Obligors or the Financed Vehicles, (i) the Issuer's rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement
(including all rights of the Depositor under the Receivables Purchase and Contribution Agreement and each RPA Assignment thereunder assigned to
the Issuer pursuant to the Sale and Servicing Agreement); (j) the Issuer's rights and benefits, but none of its obligations or burdens, under any Hedge Agreement; (k) Retained
Securities; and (l) all present and future claims, demands, causes and choses of action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the
"Collateral" or the "Trust Estate"). 


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





 



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


GENERAL COVENANT  


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


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION 


        Section 1.01.    Definitions.  


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


        Section 1.02.    Rules of Construction.  


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



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


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


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



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


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


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


2





 
ARTICLE II



THE NOTES 


        Section 2.01.    Forms; Denominations.  


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


        Section 2.02.    Execution, Authentication, Delivery and Dating.  


        (a) The Notes shall be executed by manual or facsimile signature on behalf of the Issuer by any Authorized Officer of the Issuer. Notes bearing the manual or
facsimile signatures of individuals who were at any time the authorized officers of the Issuer shall be entitled to all benefits under this Indenture, subject to the following sentence,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. No
Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Note a certificate of authentication substantially in the form
provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has
been duly authenticated and delivered hereunder. All Notes shall be dated the date of their authentication. 


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


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



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


3





 



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


        Section 2.03.    Acknowledgment of Receipt of the Receivables.  


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


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



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


        Section 2.04.    The Notes Generally.  


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


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



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


        (d)
Anything in this Indenture, the Note Purchase Agreement or the Notes to the contrary notwithstanding, the rights of the holders of the Class C Notes to payment by the Issuer
of interest on and principal of the Class C Notes and other amounts payable on the Class C Notes shall be subordinate and junior to the Class B Notes, to the extent and in the
manner set forth in this Indenture. If any Event of Default has occurred and has not been cured or waived and acceleration 


4





 




occurs in accordance with Article IV, the Class B Notes shall be paid in full in Cash before any further payment or distribution is made on account of the Class C Notes. The
Holders of the Class C Notes agree, for the benefit of the Holders of the Class B Notes, not to cause the filing of a petition in bankruptcy against the Issuer for failure to pay to them
amounts due under the Class C Notes or hereunder prior to the date which is one year and one day (or, if longer, the applicable preference period) after the payment in full of principal of and
interest on the Class B Notes. 


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


        Section 2.05.    Registration of Transfer and Exchange of Notes.  


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


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


5





 



        (c)
No transfer of a Note or any interest therein shall be made to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities,
Keogh plans and bank collective investment funds, insurance company general separate accounts and other entities in which such plans, accounts or arrangements are invested, that is subject to ERISA or
the Code (each, a "Plan"), or to any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if any
such transfer will result in any prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. Accordingly, each purchaser of a Note will be required to certify that
either (i) no part of the assets to be used by it to acquire and hold the Notes constitutes assets of any Plan or (ii) one or more statutory or administrative exemptions applies, such
that its acquisition and holding of the Notes does not and will not constitute or otherwise result in a nonexempt prohibited transaction in violation of Section 406 of ERISA or
Section 4975 of the Code. 


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


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


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



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


        (h)
No service charge shall be imposed for any transfer or exchange of Notes, but the Issuer, the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. 



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


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


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


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


        If
there shall be delivered to the Issuer, the Indenture Trustee and the Note Registrar (i) evidence to their satisfaction of the destruction (including mutilation tantamount to
destruction), loss or theft of any Note and the ownership thereof, and (ii) such security or indemnity as may be reasonably required 


6





 




by them to hold each of them, and any agent of any of them harmless, then, in the absence of notice to the Issuer or the Note Registrar that such Note has been acquired by a bona fide purchaser, the
Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same tenor and denomination registered in the same
manner, dated the date of its authentication and bearing a number not contemporaneously outstanding. 



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


        Every
new Note issued pursuant to this Section 2.06 in lieu of any destroyed, mutilated, lost or stolen Note shall constitute an original additional contractual obligation of the
Issuer, whether or not the destroyed, mutilated, lost or stolen Note shall be at any time enforceable by any Person, and such new Note shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder. 


        The
provisions of this Section 2.06 are exclusive and shall preclude (to the extent permitted by applicable law) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes. 


        Section 2.07.    Noteholder Lists.  


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


7







   
        Section 2.08.    Persons Deemed Owners.    


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


        Section 2.09.    Accounts.    


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


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


        Section 2.10.    Payments on the Notes.    



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




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


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




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



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


8





 




York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day. 


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


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


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


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



        (i)    to
the Indenture Trustee and the Custodian, (A) an amount equal to the sum of the Indenture Trustee Fee and the Custodian Fee for such Payment Date, plus all
accrued and unpaid Indenture Trustee Fees and Custodian Fees, if any, for prior Payment Dates and (B) all amounts to which the Indenture Trustee and the Custodian are entitled to reimbursement
in accordance with this Indenture and the Custodian Agreement, not to exceed the Trustee and Custodian Cap; 


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


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



9





 





foregoing limitations that is not applied to the payment of reimbursements in the specified period may be applied to increase the limitation for any subsequent period, and (D) if the Master
Servicer is the successor Servicer, any Ancillary Payments for such Payment Date; 


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


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


        (vi)        during
the Facility Period: 




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



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



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



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



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



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



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



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



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





10





 









        (vii)    following
the Facility Termination Date: 




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



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



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



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



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



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



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



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



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






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


        Section 2.11.    Final Payment Notice.    


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


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


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


11





 



        Section 2.12.    Compliance with Withholding Requirements.    


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


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


        Section 2.13.    Cancellation.    


        The
Issuer may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly canceled by the Note Registrar. 



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


        Section 2.14.    Reserved.    


        Section 2.15.    Collateral Account.    



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


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


12





 




Collateral Account and deposit the same into the Note Payment Account to be applied to the payment of any amounts due pursuant to Section 2.10(c). 



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


        Section 2.16.    Redemption of the Notes.    


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



        (b)    On
any Payment Date following the Facility Termination Date on which the aggregate Note Principal Balance of the Notes is less than or equal to 10% of the Note Principal
Balance as of the end of the Facility Period, the Servicer may effect the early redemption of the Notes by purchasing all of the Receivables remaining in the Trust Estate at such time at the
Redemption Price. The Servicer shall
give written notice (a "Notice of Repurchase") of its intent to effect the early redemption of the Notes pursuant to this Section 2.16(b) to the Indenture Trustee, the Issuer and the
Noteholders at least 30 days prior to the Payment Date on which such payment shall be made. 



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


        Section 2.17.    Securities Accounts    


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



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



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



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




13





 





        (C)    any
portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to
an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account in accordance with the Securities Intermediary's customary procedures such that the
Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other
institution has control; and 


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




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



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



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


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


        (vi)    The
rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Trust Accounts and the Security Entitlements to
the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by 



14





 





the bankruptcy of the Issuer, the Servicer, the Depositor or the Receivables Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until
the interest of the Indenture Trustee in the Trust Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the
Securities Intermediary of such termination in writing. 




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


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



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


15






   ARTICLE III



SATISFACTION AND DISCHARGE 


        Section 3.01.    Satisfaction and Discharge of Indenture.  


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


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


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


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


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


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


        Section 3.02.    Application of Trust Money.  


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


ARTICLE IV



EVENTS OF DEFAULT; REMEDIES 


        Section 4.01.    Events of Default.  


        "Event of Default," wherever used herein with respect to the Notes, means any one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or 


16





 




involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 



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


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



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


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


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


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


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



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


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


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


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


        (l)
on any Payment Date prior to the Facility Termination Date, the Receivables Seller fails to sell and/or contribute Receivables to the Depositor or the Depositor fails to sell and/or
contribute 


17





 




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


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


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


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


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


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


        Section 4.02.    Acceleration of Maturity; Rescission and Annulment.  


        If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee shall, at the direction of the Majority Noteholders,
declare all of the Notes to be immediately due and payable, by a notice in writing to the Issuer, and upon any such declaration the unpaid Note 


18





 




Principal Balance of such Notes, together with accrued interest thereon through the date of acceleration, shall become immediately due and payable. 


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


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



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


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




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


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


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


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


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



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



        (i)
to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be 



19





 


necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their
respective attorneys, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a
result of willful misconduct, negligence or bad faith of the Indenture Trustee) and of the Noteholders allowed in such proceedings; 


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


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


        (iv)
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any
judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by
each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the
Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective attorneys, and all other
expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of willful misconduct, negligence or bad faith of the
Indenture Trustee or predecessor Indenture Trustee. 




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


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



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


        (g)
All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its counsel, be for the ratable benefit of the Noteholders in
respect of which such judgment has been recovered, subject to the payment priorities of Section 2.10. 


20





 



        Section 4.04.    Remedies.  


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


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



        (b)
subject to the provisions of Section 4.15, sell, or cause to be sold, the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private
sales called and conducted in any manner permitted by applicable law, provided, however, that the Indenture Trustee shall give the Issuer written notice of any private sale called by or on behalf of
the Indenture Trustee pursuant to this Section 4.04(b) at least 10 days prior to the date fixed for such private sale; 


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



        (d)
exercise, or cause to be exercised, any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the
Indenture Trustee or the Holders of the Notes hereunder; and 


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


        Section 4.05.    Application of Money Collected.  


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


        In
the event that the proceeds of any sale of any portion of the Trust Estate consist of Retained Securities, the Indenture Trustee shall retain such Retained Securities as part of the
Trust Estate and apply all collections in respect thereof in accordance with Section 2.10 or shall sell such Retained Securities, in either case, pursuant to the direction of the Majority
Noteholders. 


        Section 4.06.    Limitation on Suits.  



        Except as provided in Section 4.07, no Noteholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 


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


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


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


21





 



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



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


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


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


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


        Section 4.08.    Restoration of Rights and Remedies.  


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


        Section 4.09.    Rights and Remedies Cumulative.  


        Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.06, no right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


        Section 4.10.    Delay or Omission Not Waiver.  


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


22





 



        Section 4.11.    Control by Noteholders.  


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


        Section 4.12.    Waiver of Past Defaults.  


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


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


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



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


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


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


        Section 4.13.    Undertaking for Costs.  


        All parties to this Indenture agree, and each Noteholder by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses based on time expended, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Issuer, or to any suit instituted by the Indenture Trustee, or to any suit instituted by any Noteholder, or group of Noteholders, holding in
the aggregate at least 25% in aggregate Note Principal Balance of Outstanding Notes or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on
any Note on or after the Maturity Date of such Note. 


23







   
        Section 4.14.    Waiver of Stay or Extension Laws.  


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


        Section 4.15.    Sale of Trust Estate.  


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


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



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



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




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


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


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



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


        (ii)
the Indenture Trustee may bid for and acquire the property offered for sale in connection with any sale thereof, and, in lieu of paying cash therefor, may make settlement for the
purchase price by crediting the gross sale price against the sum of (A) the amount which would be distributable to the Holders of the Notes as a result of such sale in accordance with
Section 4.05 



24





 


on the Payment Date next succeeding the date of such sale and (B) the expenses of the sale and of any Proceedings in connection therewith which are reimbursable to it, without being required
to produce the Notes in order to complete any such sale or in order for the net sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and
dealt with by it in accordance with the provisions of this Indenture; 


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


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



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


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




        Section 4.16.    Action on Notes.  


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


ARTICLE V



THE INDENTURE TRUSTEE 


        Section 5.01.    Certain Duties and Responsibilities.  


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


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



        (i)
The Indenture Trustee shall have the full power and authority to do all things not inconsistent with the provisions of this Indenture that it may deem advisable in order to enforce
the provisions hereof or to take any action with respect to a default or an Event of Default hereunder, or to institute, appear in or defend any suit or other proceeding with respect hereto, or to
protect the interests of the Noteholders. The Indenture Trustee shall not be answerable or accountable except for its own bad faith, willful misconduct or negligence. The Issuer shall prepare 



25





 


and file or cause to be filed, at the Issuer's expense, and, if required by the UCC, the Indenture Trustee shall execute, a UCC Financing Statement, describing the Issuer as debtor, the Indenture
Trustee as secured party and the Trust Estate as the collateral, in all appropriate locations promptly following the initial issuance of the Notes, and the Issuer shall prepare and file at each such
office, and, if required by the UCC, the Indenture Trustee shall execute, continuation statements with respect thereto, in each case within six months prior to each fifth anniversary of the original
filing. The Issuer is hereby authorized and obligated to make, at the expense of the Issuer, all required filings and refilings of which the Issuer becomes aware, necessary to preserve the liens
created by this Indenture to the extent not done by the Issuer as provided herein. The Indenture Trustee shall not be required to take any action to exercise or enforce the trusts hereby created
which, in the opinion of the Indenture Trustee, shall be likely to involve expense or liability to the Indenture Trustee, unless the Indenture Trustee shall have received an agreement satisfactory to
it in its sole reasonable discretion to indemnify it against such liability and expense. Except as otherwise expressly provided herein, the Indenture Trustee shall not be required to ascertain or
inquire as to the performance or observance of any of the covenants or agreements contained herein, or in the Receivables Purchase and Contribution Agreement or in any other instruments to be
performed or observed by the Issuer or any party to the Receivables Purchase and Contribution Agreement. 


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


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


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



26





 

        (v)
The Indenture Trustee shall not have any obligations to see to the payment or discharge of any liens (other than the liens hereof) upon the Receivables, or to see to the application
of any payment of the principal of or interest on any note secured thereby or to the delivery or transfer to any Person of any property released from any such lien, or to give notice to or make demand
upon any mortgagor, mortgagee, trustor, beneficiary or other Person for the delivery or transfer of any such property. The Indenture Trustee (and any successor trustee or co-trustee in its
individual capacity) nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens or encumbrances on the Receivables arising as a
result of the Indenture Trustee (or such successor trustee or co-trustee, as the case may be) acting improperly in its capacity as Indenture Trustee (or such successor trustee or
co-trustee, as the case may be). 


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


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




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



        (i)
except during the continuance of an Event of Default with respect to the Notes, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and 


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




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


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



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


        (ii)
the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directions of the Majority Noteholders,
relating to 



27





 


the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture
with respect to the Notes; and 


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




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


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


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


        Section 5.02.    Notice of Defaults.  


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


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



        Section 5.03.    Certain Rights of Indenture Trustee.  


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


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


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


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


28





 

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


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


        (f)
the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, note, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Indenture Trustee in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Issuer, personally or by agent or attorney; 


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


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



        (i)
the Indenture Trustee is not required to take notice or deemed to have notice of any Default or Event of Default hereunder unless a Responsible Officer of the Indenture Trustee has
actual knowledge thereof or has received notice in writing of such Default or Event of Default from the Issuer, the Servicer, the Receivable Seller or the Majority Noteholder, and, in the absence of
such notice, may conclusively assume that no such Default or Event of Default exists; and 


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



        Section 5.04.    Compensation and Reimbursement.  


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



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


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



29





 


Issuer, the Servicer, the Receivables Seller, the Master Servicer or the Depositor, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of
administration under such bankruptcy laws. 




        With
respect to any third party claim: 



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


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



        (iii)
notwithstanding the foregoing provisions of this Section 5.04(a), the Indenture Trustee shall not be entitled to reimbursement out of the Note Payment Account for settlement
of any such claim by the Indenture Trustee entered into without the prior consent of the Issuer and the Majority Noteholders, which consent shall not be unreasonably withheld. 




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


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



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




        Section 5.05.    Corporate Indenture Trustee Required; Eligibility.  


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


30







  





        Section 5.06.    Authorization of Indenture Trustee.    


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


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


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


        Section 5.08.    Resignation and Removal; Appointment of Successor.    



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


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


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


        (d)    If
at any time: 



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


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




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


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


31





 


applicable requirements of Section 5.09, then a successor Indenture Trustee shall be appointed by the Majority Noteholders by notice delivered to the Issuer and the retiring Indenture Trustee,
and the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 5.09, become the successor
Indenture Trustee with respect to the Notes. 


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


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


        Section 5.09.    Acceptance of Appointment by Successor.    


        In
case of the appointment hereunder of a successor Indenture Trustee, the successor Indenture Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to the
retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture
Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on the request of the Issuer or the
successor Indenture Trustee such retiring Indenture Trustee shall, upon payment of each of its fees, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights,
powers and trusts of the retiring Indenture Trustee shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee
hereunder, shall take such action as may be requested by the Issuer to provide for the appropriate interest in the Trust Estate to be vested in such successor Indenture Trustee, but shall not be
responsible for the recording of such documents and instruments as may be necessary to give effect to the foregoing. 


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


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



        Section 5.10.    Unclaimed Funds.    


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


32





 


notice, any unclaimed balance of such monies then remaining in the hands of the Indenture Trustee will be paid to the Issuer upon its written directions to be held in trust for the benefit of the
applicable Noteholder until distributed in accordance with applicable law. Any successor to the Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of
the Issuer in a liquidation of the Issuer shall remain liable for the amount of any unclaimed balance paid to the Issuer pursuant to this Section 5.10. 



        Section 5.11.    Illegal Acts.    


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


        Section 5.12.    Communications by the Indenture Trustee.    



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


        Section 5.13.    Separate Indenture Trustees and Co-Trustees.    


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


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



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


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


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



33





 

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



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


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


        Section 5.14.    Hedge Agreements.    



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


        Section 5.15.    Article V Provisions.    



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


 
 

ARTICLE VI
  
    REPORTS TO NOTEHOLDERS    



        Section 6.01.    Reports to Noteholders and Others.    



        (a)    On
each Payment Date, the Indenture Trustee shall upon receipt from the Servicer and the Master Servicer, respectively, make the Servicer Certificate and the Master
Servicer Certificate available each month to each Noteholder (the "Interested Parties") by having a paper copy mailed to them via first class mail or faxed to them by providing their contact
information to the Indenture Trustee in writing. 


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


34





 


the request of any Noteholder in writing, the Indenture Trustee shall furnish to such Noteholder such information regarding the Receivables as such holder may reasonably request. 


        Section 6.02.    Reserved.    


        Section 6.03.    Access to Certain Information.    


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


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


35






  



 
 

ARTICLE VII
  
    PURCHASE OF ADDITIONAL RECEIVABLES    



        Section 7.01.    Purchase of Additional Receivables.  


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


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


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



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


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


        (iii)
the Facility Period shall not have terminated; 


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


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



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


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


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



36





 




 
 

ARTICLE VIII
  
    SUPPLEMENTAL INDENTURES; AMENDMENTS    




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


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



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


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


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


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



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




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


        Section 8.02.    Supplemental Indentures With Consent of Noteholders.  


        With the consent of the Noteholders of not less than 662/3% in aggregate Note Principal Balance of the Outstanding Notes, the Issuer and the
Indenture Trustee may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes or the Receivables Purchase
Agreement, for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the
Noteholders hereunder or thereunder; provided that no such supplemental indenture or amendment shall be effective unless the Issuer obtains a Tax Opinion and obtains an Opinion of Counsel to the
effect that such supplemental indenture or amendment would not cause the Notes to be characterized other than as indebtedness for federal income tax purposes or cause the Notes to be deemed to have
been exchanged for a new debt instrument pursuant to Treasury Regulation § 1.1001-3 and, furnishes each such Opinion of Counsel to the Indenture Trustee in connection
therewith; and provided, further, that no such supplemental indenture or amendment shall, without the consent of the Noteholders of 100% in aggregate Note Principal Balance of the Outstanding Notes
affected thereby, 



        (1)
change the Maturity Date or the Payment Date of any principal, interest or other amount on any Note, or reduce the Note Principal Balance thereof or the Floating Rate thereon, or
authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Receivables except as provided herein or in the Receivables Purchase
Agreement, or change the coin or currency in which the principal of any Note or interest 



37





 


thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity Date thereof; 


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


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


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



        (5)
modify Section 2.10; or 


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




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


        Section 8.03.    Delivery of Supplements and Amendments.  


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


        Section 8.04.    Execution of Supplemental Indentures, etc.  


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


 
 

ARTICLE IX
  
    COVENANTS; WARRANTIES    



        Section 9.01.    Maintenance of Office or Agency.  


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


        The
Issuer may also from time to time designate one or more other offices or agencies outside the United States where the Notes may be presented or surrendered for any or all such
purposes and may 


38





 




from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in
accordance with the requirements set forth in the preceding paragraph. The Issuer shall give prompt written notice to the Indenture Trustee, Noteholders of any such designation or rescission and of
any change in the location of such office or agency. 


        Section 9.02.    Existence.  


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


        Section 9.03.    Payment of Taxes and Other Claims.  


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


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



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


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


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


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




        Section 9.05.    Protection of Trust Estate.  


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



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



39





 

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


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


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


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




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


        Section 9.06.    Nonconsolidation.  


        The Issuer shall at all times: 



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


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



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


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


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


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


        (g)
observe all corporate and other organizational formalities; 


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


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


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


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


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



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


        (n)
hold itself out as a separate entity; 


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


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



40





 





        Section 9.07.    Negative Covenants.  


        The Issuer shall not: 



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


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



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


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


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



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




        Section 9.08.    Reserved.  


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



        (a)
The Issuer shall not consolidate or merge with or into any other Person or convey or transfer the Trust Estate to any Person without the consent of Noteholders with an aggregate Note
Principal Balance of not less than 662/3% of the aggregate Note Principal Balance of the Outstanding Notes and unless: 



        (i)
the Person (if other than the Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Trust Estate (the "Successor Person"), shall
be a Person organized and existing under the laws of the United States of America or any State and shall have expressly assumed, executed and delivered to the Indenture Trustee, the obligation (to the
same extent as the Issuer was so obligated) to make payments of principal, interest and other amounts on all of the Notes and pay all amounts owned by the Issuer under this Indenture, and the
obligation to perform every covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; 


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


        (iii)
the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer
comply with and satisfy all conditions precedent relating to the transactions set forth in this Section 9.09; 


        (iv)
the Successor Person shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a
corporation, limited liability company, partnership or trust, such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is
organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplemental hereto for
the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such
obligations; and that such supplemental indenture is 




41





 






a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the
enforcement of creditor's rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately
following the event which causes the Successor Person to become the Successor Person, (A) the Successor Person has good and marketable title, free and clear of any lien, security interest or
charge other than the lien and security interest of this Indenture and any other lien permitted hereby, to the Collateral and (B) the Indenture Trustee continues to have a perfected first
priority security interest in the Collateral. 




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




        Section 9.10.    Purchase of Notes.    


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


        Section 9.11.    Indemnification.    



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


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



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


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


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



42







  





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


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


 
 

ARTICLE X
  
    MISCELLANEOUS    



        Section 10.01.    Execution Counterparts.    



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


        Section 10.02.    Compliance Certificates and Opinions, etc.    


        Upon
any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with. 


43





 



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



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



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


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


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




        Section 10.03.    Form of Documents Delivered to Indenture Trustee.    


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



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



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


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


        Section 10.04.    Acts of Noteholders.    


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


44





 


embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of the
Majority Noteholders, unless any greater or lesser percentage is required by the terms hereunder. 


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


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



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


        Section 10.05.    Computation of Percentage of Noteholders.    



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


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


        Any
communication provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier
or mailed by first class mail, postage prepaid, or if transmitted by telecopier and confirmed in a writing delivered or mailed as aforesaid, to: (i) in the case of the Issuer, AmeriCredit Owner
Trust 2003-1, c/o Deutsche Bank Trust Company Delaware, 1001 Centre Road, Suite 200, Wilmington, Delaware 19805-1266 with a copy to Deutsche Bank Trust Company Americas,
Corporate Trust and Agency Services, Structured Finance Services, 280 Park Avenue, 9th Floor, New York, New York 10017-1270 and (ii) in the case of the Indenture
Trustee, Bank One, NA, 1111 Polaris Parkway, Suite 1K, OH1-0181, Columbus, Ohio 43240,
or as to each such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing. 



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


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


        Where
this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such a waiver. 


45





 



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


        Section 10.08.    Successors and Assigns.    


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


        Section 10.09.    Separability Clause.    



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


        Section 10.10.    Governing Law.    


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



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


        Section 10.11.    Effect of Headings and Table of Contents.    



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


        Section 10.12.    Benefits of Indenture.    


        Nothing
in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders and any other party
secured hereunder or named as a beneficiary of any provision hereof, any benefit or any legal or equitable right, remedy or claim under this Indenture. 



        Section 10.13.    Recording of Indenture.    


        If
this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by and at the expense of the Issuer upon written request of the
Initial Noteholder accompanied by an Opinion of Counsel (which may be rendered by counsel reasonably acceptable to the Initial Noteholder and which shall be an expense of the Issuer) to the effect
that such recording is
necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. 



        Section 10.14.    Non-Recourse Obligation.    


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


46





 



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


        Section 10.15.    Inspection.    


        The
Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of
account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the
Issuer's affairs, finances and accounts relating to the Receivables with the Issuer's officers, employees, and independent certified public accountants, all at such reasonable times and as often as
may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) or the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. 


        Section 10.16.    Method of Payment.    


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


        Section 10.17.    No Recourse.    


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


47





 



        Section 10.18.    Bank One.    


        Each
of the parties hereto acknowledges that Bank One, NA, either directly or through one or more of its Affiliates provides, or may in the future from time to time provide, various
products and services to AmeriCredit Financial Services, Inc. and/or its Affiliates, either directly or as agent, trustee, custodian, securities intermediary, paying agent, liquidity provider
or in some other similar or dissimilar role (collectively, the "Bank One Roles") and each of the parties hereto hereby acknowledges and consents to the Bank One Roles and agrees that Bank One, NA may
hold such Bank One Roles with the same rights that it would have if it were not Indenture Trustee hereunder, provided that Bank One, NA shall not set off any amounts received by Bank One, NA in its
capacity as Indenture Trustee hereunder against any amounts owed to Bank One, NA in any other capacity including, without limitation, any Bank One Roles. 


48





 

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



	 	 	AMERICREDIT OWNER TRUST 2003-1

BY: DEUTSCHE BANK TRUST COMPANY

DELAWARE, not in its individual capacity but solely as Owner Trustee
	

 	
 	

By:	

/s/  LOUIS BODI      
 Name: Louis Bodi

Title: Vice President
	

 	
 	
BANK ONE, NA, AS INDENTURE TRUSTEE
	

 	
 	
By:	

/s/  JOHN J. ROTHROCK      
 Name: John J. Rothrock

Title: Authorized Signer





49






   EXHIBIT A  


 FORM OF [CLASS A] NOTES  


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


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


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


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



	

Aggregate Principal Balance:	
 	
$	

 	
 	

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




A-1-1





 
AmeriCredit Owner Trust 2003-1  


 RECEIVABLES-BACKED NOTES, SERIES 2003-1  


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


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



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


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



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


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


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



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


A-1-2





 


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


Date:
March    , 2003 



	 	 	AMERICREDIT OWNER TRUST 2003-1

By: DEUTSCHE BANK TRUST COMPANY

DELAWARE, not in its individual capacity but solely as Owner Trustee
	

 	
 	

By:	

 Authorized Signatory




INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION  


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


Date:
March    , 2003 



	 	 	BANK ONE, NA, not in its individual capacity but solely as Indenture Trustee
	

 	
 	

By:	

 Authorized Signatory




A-1-3






   
[Reverse Of Note] 


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


        The
principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture and the Note Purchase Agreement. 



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



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


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


        Any
reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. 


        As
provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto
duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the
Securities Transfer Agent's Medallion Program ("STAMP"), and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated
transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the Noteholder to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. 



        Each
Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or "control person" within the
meaning of the 1933 Act and the Exchange Act of the Indenture Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Indenture Trustee or of any 


A-1-4





 


successor or assign of the Indenture Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 


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


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


        Prior
to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary. 


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


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


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


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



        Anything
herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in
the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of
this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer
for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. 


A-1-5





 
ASSIGNMENT 


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


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




(name
and address of assignee) 


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


Dated:




	 	 	 	 	
	 	*/
	 	 	 	 	 	 	 
	 	 	Signature Guaranteed:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	
	 	*/







*/NOTICE:    The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular,
without alteration, enlargement or any change whatever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of STAMP. 


A-1-6






  



 
 

EXHIBIT B-1A    
  


 
 

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


 
 

[DATE]    
  


Bank
One, NA














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


Ladies
and Gentlemen: 


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



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


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



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




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



B-1-A-1





 

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



	 
	 	 
	 	 

	 	 	Very truly yours,
	

 	
 	

(Transferor)
	 	 	 	 	 
	 	 	By:	 	
 Name:

Title:




B-1-A-2






  



 
 

ANNEX 1 TO EXHIBIT B-1A    
  


 
 

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A    
  


        [for Transferees other than Registered Investment Companies]


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



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


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



	
	 	Corporation, etc.    The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust,
partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986.
	 	 	 
	
	 	Bank.    The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank,
and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.
	 	 	 
	
	 	Savings and Loan.    The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution,
which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. savings
and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.
	 	 	 
	
	 	Broker-dealer.    The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
	 	 	 
	
	 	Insurance Company.    The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.
	 	 	 



B-1A-3





 


	
	 	State or Local Plan.    The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its
political subdivisions, for the benefit of its employees.
	 	 	 
	
	 	ERISA Plan.    The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.
	 	 	 
	
	 	Investment Advisor.    The Transferee is an investment advisor registered under the Investment Advisers Act of 1940.
	 	 	 
	
	 	Other.    (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which
it qualifies. Note that registered investment companies should complete Annex B rather than this Annex A.)






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


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


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



	
 Yes	 	
 No	 	Will the Transferee be purchasing the Notes

only for the Transferee's own account?






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


        7.    The
Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given,
the Transferee's purchase of the Notes will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided
above, the 



B-1A-4





 





Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available. 



	

 	
 	

 	
 	

 
	 	 	Print Name of Transferee
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	
 Name:

Title:

Date:




B-1A-5






  



 
 

ANNEX 2 TO EXHIBIT B-1A    
  


 
 

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A    
  


        [for Transferees that are Registered Investment Companies]


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



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



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



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





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


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



B-1A-1





 




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



	
 Yes	 	
 No	 	Will the Transferee be purchasing the Notes

only for the Transferee's own account?






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


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



	

 	
 	

 	
 	

 
	 	 	Print Name of Transferee or Adviser
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	
 Name:

Title:
	 	 	 	 	 
	 	 	 	 	 
	 	 	IF AN ADVISER:
	 	 	 	 	 
	 	 	 	 	 
	 	 	
 Print Name of Transferee
	 	 	 	 	 
	 	 	 	 	 
	 	 	Date:






B-1A-2






  



 
 

EXHIBIT B-1B    
  


FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES TO

INSTITUTIONAL ACCREDITED INVESTORS  


[Date]  


Bank
One, NA















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






Ladies and Gentlemen: 


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



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



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


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



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




B-1B-1





 




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


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


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


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



	

 	
 	

 	
 	

 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	 	 	 
	 	 	(Transferor)
	 	 	By:	 	
 Name:

Title:






B-1B-2






  



 
 

EXHIBIT C    
  


FORM OF PAYMENT DATE REPORT  


[On
File with AmeriCredit and Dewey Ballantine LLP] 


C-1









QuickLinks



Exhibit 4.1




ARTICLE VI REPORTS TO NOTEHOLDERS


ARTICLE VII PURCHASE OF ADDITIONAL RECEIVABLES

ARTICLE VIII SUPPLEMENTAL INDENTURES; AMENDMENTS

ARTICLE IX COVENANTS; WARRANTIES


ARTICLE X MISCELLANEOUS


EXHIBIT B-1A

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

[DATE]



ANNEX 1 TO EXHIBIT B-1A


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




ANNEX 2 TO EXHIBIT B-1A


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




EXHIBIT B-1B





EXHIBIT C