Exhibit
4.1


 


EXECUTION
COPY


 


 




 


 





AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2003-A-M


 


 


Class A-1 1.2975%
Asset Backed Notes


Class A-2-A 1.67%
Asset Backed Notes


Class A-2-B
Floating Rate Asset Backed Notes


Class A-3-A 2.37%
Asset Backed Notes


Class A-3-B Floating
Rate Asset Backed Notes


Class A-4-A 3.10%
Asset Backed Notes


Class A-4-B
Floating Rate Asset Backed Notes


 


 












 


 


INDENTURE


 


 


Dated as of April
10, 2003


 


 












 


 


JPMORGAN CHASE
BANK

Trustee and Trust Collateral Agent


 


 




 




















 


TABLE OF CONTENTS


 


	
  ARTICLE I  DEFINITIONS
  AND INCORPORATION BY REFERENCE

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  1.1

  	
  Definitions

  
	
   

  	
  SECTION
  1.2

  	
  Incorporation
  by Reference of Trust Indenture Act

  
	
   

  	
  SECTION 1.3

  	
  Rules of Construction

  
	
   

  	
   

  	
   

  
	
  ARTICLE II  THE NOTES

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.1

  	
  Form

  
	
   

  	
  SECTION
  2.2

  	
  Execution,
  Authentication and Delivery

  
	
   

  	
  SECTION 2.3

  	
  Temporary Notes

  
	
   

  	
  SECTION
  2.4

  	
  Registration;
  Registration of Transfer and Exchange

  
	
   

  	
  SECTION
  2.5

  	
  Mutilated,
  Destroyed, Lost or Stolen Notes

  
	
   

  	
  SECTION 2.6

  	
  Persons Deemed Owner

  
	
   

  	
  SECTION
  2.7

  	
  Payment
  of Principal and Interest; Defaulted Interest.

  
	
   

  	
  SECTION
  2.8

  	
  Cancellation

  
	
   

  	
  SECTION 2.9

  	
  Release of Collateral

  
	
   

  	
  SECTION 2.10

  	
  Book-Entry Notes

  
	
   

  	
  SECTION 2.11

  	
  Notices to
  Clearing Agency

  
	
   

  	
  SECTION 2.12

  	
  Definitive Notes

  
	
   

  	
   

  	
   

  
	
  ARTICLE III  COVENANTS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  3.1

  	
  Payment
  of Principal and Interest

  
	
   

  	
  SECTION 3.2

  	
  Maintenance
  of Office or Agency

  
	
   

  	
  SECTION
  3.3

  	
  Money
  for Payments to be Held in Trust

  
	
   

  	
  SECTION
  3.4

  	
  Existence

  
	
   

  	
  SECTION 3.5

  	
  Protection of
  Trust Estate

  
	
   

  	
  SECTION 3.6

  	
  Opinions as to
  Trust Estate.

  
	
   

  	
  SECTION
  3.7

  	
  Performance
  of Obligations; Servicing of Receivables.

  
	
   

  	
  SECTION 3.8

  	
  Negative Covenants

  
	
   

  	
  SECTION
  3.9

  	
  Annual
  Statement as to Compliance

  
	
   

  	
  SECTION 3.10

  	
  Issuer May
  Consolidate, Etc. Only on Certain Terms.

  
	
   

  	
  SECTION 3.11

  	
  Successor or
  Transferee.

  
	
   

  	
  SECTION 3.12

  	
  No Other Business

  
	
   

  	
  SECTION
  3.13

  	
  No
  Borrowing

  
	
   

  	
  SECTION 3.14

  	
  Servicer’s Obligations

  
	
   

  	
  SECTION
  3.15

  	
  Guarantees,
  Loans, Advances and Other Liabilities

  
	
   

  	
  SECTION 3.16

  	
  Capital Expenditures

  
	
   

  	
  SECTION 3.17

  	
  Compliance with Laws

  
	
   

  	
  SECTION 3.18

  	
  Restricted Payments

  
	
   

  	
  SECTION 3.19

  	
  Notice of
  Events of Default

  
	
   

  	
  SECTION 3.20

  	
  Further
  Instruments and Acts

  
	
   

  	
  SECTION
  3.21

  	
  Amendments
  of Sale and Servicing Agreement and Trust Agreement

  
	
   

  	
  SECTION 3.22

  	
  Income Tax
  Characterization

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV  SATISFACTION AND DISCHARGE 

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.1

  	
  Satisfaction
  and Discharge of Indenture

  
	
   

  	
  SECTION 4.2

  	
  Application of
  Trust Money

  
	
   

  	
  SECTION
  4.3

  	
  Repayment
  of Moneys Held by Note Paying Agent

  
	
   

  	
   

  	
   

  
	
  ARTICLE V  REMEDIES

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.1

  	
  Events of Default

  
	
   

  	
  SECTION 5.2

  	
  Rights Upon
  Event of Default.

  



 


i

















 


	
   

  	
  SECTION
  5.3

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee.

  
	
   

  	
  SECTION
  5.4

  	
  Remedies.

  
	
   

  	
  SECTION
  5.5

  	
  Optional
  Preservation of the Receivables

  
	
   

  	
  SECTION
  5.6

  	
  Priorities.

  
	
   

  	
  SECTION 5.7

  	
  Limitation of Suits

  
	
   

  	
  SECTION
  5.8

  	
  Unconditional
  Rights of Noteholders To Receive Principal and Interest

  
	
   

  	
  SECTION
  5.9

  	
  Restoration
  of Rights and Remedies

  
	
   

  	
  SECTION
  5.10

  	
  Rights and
  Remedies Cumulative

  
	
   

  	
  SECTION
  5.11

  	
  Delay or
  Omission Not a Waiver

  
	
   

  	
  SECTION 5.12

  	
  Control by
  Noteholders

  
	
   

  	
  SECTION 5.13

  	
  Waiver of Past
  Defaults

  
	
   

  	
  SECTION 5.14

  	
  Undertaking for
  Costs

  
	
   

  	
  SECTION
  5.15

  	
  Waiver of
  Stay or Extension Laws

  
	
   

  	
  SECTION 5.16

  	
  Action on Notes

  
	
   

  	
  SECTION
  5.17

  	
  Performance
  and Enforcement of Certain Obligations.

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI  THE TRUSTEE
  AND THE TRUST COLLATERAL AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.1

  	
  Duties of Trustee.

  
	
   

  	
  SECTION 6.2

  	
  Rights of Trustee.

  
	
   

  	
  SECTION 6.3

  	
  Individual
  Rights of Trustee

  
	
   

  	
  SECTION 6.4

  	
  Trustee’s Disclaimer

  
	
   

  	
  SECTION 6.5

  	
  Notice of Defaults

  
	
   

  	
  SECTION 6.6

  	
  Reports by
  Trustee to Holders

  
	
   

  	
  SECTION 6.7

  	
  Compensation and
  Indemnity.

  
	
   

  	
  SECTION 6.8

  	
  Replacement of
  Trustee

  
	
   

  	
  SECTION 6.9

  	
  Successor
  Trustee by Merger

  
	
   

  	
  SECTION
  6.10

  	
  Appointment
  of Co-Trustee or Separate Trustee.

  
	
   

  	
  SECTION 6.11

  	
  Eligibility:
  Disqualification.

  
	
   

  	
  SECTION
  6.12

  	
  Preferential
  Collection of Claims Against Issuer

  
	
   

  	
  SECTION 6.13

  	
  Appointment and
  Powers

  
	
   

  	
  SECTION 6.14

  	
  Performance of
  Duties

  
	
   

  	
  SECTION 6.15

  	
  Limitation on
  Liability

  
	
   

  	
  SECTION 6.16

  	
  Reliance Upon
  Documents

  
	
   

  	
  SECTION
  6.17

  	
  Successor
  Trust Collateral Agent.

  
	
   

  	
  SECTION 6.18

  	
  Compensation

  
	
   

  	
  SECTION
  6.19

  	
  Representations
  and Warranties of the Trust Collateral Agent

  
	
   

  	
  SECTION 6.20

  	
  Waiver of Setoffs

  
	
   

  	
  SECTION
  6.21

  	
  Control
  by the Controlling Party

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII  NOTEHOLDERS’ LISTS AND
  REPORTS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  7.1

  	
  Issuer
  To Furnish To Trustee Names and Addresses of Noteholders

  
	
   

  	
  SECTION
  7.2

  	
  Preservation
  of Information; Communications to Noteholders.

  
	
   

  	
  SECTION 7.3

  	
  Reports by Issuer.

  
	
   

  	
  SECTION 7.4

  	
  Reports by Trustee

  
	
   

  
	
  ARTICLE VIII  ACCOUNTS,
  DISBURSEMENTS AND RELEASES

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.1

  	
  Collection of Money

  
	
   

  	
  SECTION 8.2

  	
  Release of Trust
  Estate.

  
	
   

  	
  SECTION 8.3

  	
  Opinion of Counsel

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX SUPPLEMENTAL
  INDENTURES

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.1

  	
  Supplemental
  Indentures Without Consent of Noteholders.

  
	
   

  	
  SECTION
  9.2

  	
  Supplemental
  Indentures with Consent of Noteholders

  
	
   

  	
  SECTION
  9.3

  	
  Execution
  of Supplemental Indentures

  
	
   

  	
  SECTION
  9.4

  	
  Effect of
  Supplemental Indenture

  
	
   

  	
  SECTION
  9.5

  	
  Conformity
  With Trust Indenture Act

  



 


ii

















 


	
   

  	
  SECTION
  9.6

  	
  Reference
  in Notes to Supplemental Indentures

  
	
   

  	
   

  	
   

  
	
  ARTICLE X  REDEMPTION
  OF NOTES

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.1

  	
  Redemption.

  
	
   

  	
  SECTION 10.2

  	
  Form of Redemption.

  
	
   

  	
  SECTION
  10.3

  	
  Notes
  Payable on Redemption Date

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  11.1

  	
  Compliance
  Certificates and Opinions, etc

  
	
   

  	
  SECTION
  11.2

  	
  Form
  of Documents Delivered to Trustee

  
	
   

  	
  SECTION 11.3

  	
  Acts of Noteholders.

  
	
   

  	
  SECTION
  11.4

  	
  Notices,
  etc., to Trustee, Issuer and Rating Agencies

  
	
   

  	
  SECTION
  11.5

  	
  Notices to
  Noteholders; Waiver

  
	
   

  	
  SECTION
  11.6

  	
  [Reserved]

  
	
   

  	
  SECTION
  11.7

  	
  Conflict
  with Trust Indenture Act

  
	
   

  	
  SECTION
  11.8

  	
  Effect
  of Headings and Table of Contents

  
	
   

  	
  SECTION 11.9

  	
  Successors and
  Assigns

  
	
   

  	
  SECTION 11.10

  	
  Separability

  
	
   

  	
  SECTION 11.11

  	
  Benefits of
  Indenture

  
	
   

  	
  SECTION 11.12

  	
  Legal Holidays

  
	
   

  	
  SECTION 11.13

  	
  GOVERNING LAW

  
	
   

  	
  SECTION 11.14

  	
  Counterparts

  
	
   

  	
  SECTION 11.15

  	
  Recording of
  Indenture

  
	
   

  	
  SECTION 11.16

  	
  Trust Obligation

  
	
   

  	
  SECTION
  11.17

  	
  No
  Petition

  
	
   

  	
  SECTION
  11.18

  	
  Inspection

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT A-1

  	
  Form of Class A-1 Note

  
	
   

  	
  EXHIBIT A-2-A

  	
  Form of Class A-2-A Note

  
	
   

  	
  EXHIBIT A-2-B

  	
  Form of Class A-2-B Note

  
	
   

  	
  EXHIBIT A-3-A

  	
  Form of Class A-3-A Note

  
	
   

  	
  EXHIBIT A-3-B

  	
  Form of Class A-3-B Note

  
	
   

  	
  EXHIBIT A-4-A

  	
  Form of Class A-4-A Note

  
	
   

  	
  EXHIBIT A-4-B

  	
  Form of Class A-4-B Note

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  	
   

  
	
   

  	
  SCHEDULE
  A

  	
  Representations
  and Warranties of the Issuer

  



 


iii

















 


INDENTURE dated as of
April 10, 2003, between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2003-A-M, a
Delaware statutory trust (the “Issuer”), and JPMORGAN CHASE BANK, a New
York banking corporation, as trustee (the “Trustee”) and Trust
Collateral Agent (as defined below).


 


Each party agrees as
follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Issuer’s Class A-1 1.2975% Asset Backed Notes
(the “Class A-1 Notes”), the Class A-2-A 1.67% Asset Backed Notes (the “Class
A-2-A Notes”), the Class A-2-B Floating Rate Asset Backed Notes (the “Class
A-2-B Notes”), the Class A-3-A 2.37% Asset Backed Notes (the “Class
A-3-A Notes”), the Class A-3-B Floating Rate Asset Backed Notes (the “Class
A-3-B Notes”), the Class A-4-A 3.10% Asset Backed Notes (the “Class
A-4-A Notes”) and the Class A-4-B Floating Rate Asset Backed Notes (the “Class
A-4-B Notes” and together with the Class A-1 Notes, the Class A-2-A Notes,
the Class A-2-B Notes, the Class A-3-A Notes, the Class A-3-B Notes and the
Class A-4-A Notes, the “Notes”).


 


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


 


MBIA Insurance
Corporation (the “Security Insurer”) has issued and delivered a note
guaranty insurance policy, dated the Closing Date (with endorsements, the “Note
Policy”), pursuant to which the Security Insurer guarantees Insured
Payments, as defined in the Note Policy.


 


As an inducement to the Security
Insurer to issue and deliver the Note Policy, the Issuer and the Security
Insurer have executed and delivered the Insurance Agreement, dated as of April
10, 2003 (as amended from time to time, the “Insurance Agreement”),
among the Security Insurer, the Issuer, the Trustee, the Trust Collateral
Agent, the Backup Servicer, AmeriCredit Financial Services, Inc. and AFS SenSub
Corp.


 


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


 

















 


GRANTING CLAUSE


 


The Issuer hereby Grants
to the Trust Collateral Agent at the Closing Date, for the benefit of the
Issuer Secured Parties, all of the Issuer’s right, title and interest in and to
(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 Purchase Agreement,
including the delivery requirements, representations and warranties and the
cure and repurchase obligations of AmeriCredit under the Purchase Agreement;
(h) all items contained in the Receivable Files and any and all other documents
that AmeriCredit keeps on file in accordance with its customary procedures
relating to the Receivables, the Obligors or the Financed Vehicles, (i) the
Issuer’s rights and benefits, but none of its obligations or burdens, under the
Sale and Servicing Agreement (including all rights of the Seller under the
Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing
Agreement); (j) the Issuer’s rights and benefits, but none of its obligations
or burdens under the Swap Agreements (the “Swap Collateral”) and (k) all
present and future claims, demands, causes and choses of action in respect of
any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the “Collateral”).


 


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


 


2

















 


ARTICLE I


 


Definitions and Incorporation by Reference


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Business Day”
means any day other than (a) a Saturday or a Sunday, (b) a day on which the
Security Insurer is closed or (c) a day on which banking institutions in New
York City, Fort Worth, Texas or in the city in which the corporate trust office
of the Trustee under the Indenture or the Owner Trustee under the Trust
Agreement is located are authorized or obligated by law or executive order to
be closed.


 


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


 


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


 


3

















 


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


 


“Class A-1 Interest
Rate” means 1.2975% per annum (computed on the basis of a 360-day year and
the actual number of days in the related Interest Period).


 


“Class A-1 Notes”
means the Class A-1 1.2975% Asset Backed Notes, substantially in the form of
Exhibit A-1.


 


“Class A-2-A Interest
Rate” means 1.67% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).


 


“Class A-2-A Notes”
means the Class A-2-A 1.67% Asset Backed Notes, substantially in the form of
Exhibit A-2-A.


 


“Class A-2-B Interest
Rate” means LIBOR plus 0.27% per annum (computed on the basis of a 360-day
year and the actual number of days in the related Interest Period).


 


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


 


“Class A-3-A Interest
Rate” means 2.37% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).


 


“Class A-3-A Notes”
means the Class A-3-A 2.37% Asset Backed Notes, substantially in the form of
Exhibit A-3-A.


 


“Class A-3-B Interest
Rate” means LIBOR plus 0.37% per annum (computed on the basis of a 360-day
year and the actual number of days in the related Interest Period).


 


“Class A-3-B Notes”
means the Class A-3-B Floating Rate Asset Backed Notes, substantially in the
form of Exhibit A-3-B.


 


“Class A-4-A Interest
Rate” means 3.10% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).


 


“Class A-4-A Notes”
means the Class A-4-A 3.10% Asset Backed Notes, substantially in the form of
Exhibit A-4-A.


 


“Class A-4-B Interest
Rate” means LIBOR plus 0.47% per annum (computed on the basis of a 360-day
year and the actual number of days in the related Interest Period).


 


“Class A-4-B Notes”
means the Class A-4-B Floating Rate Asset Backed Notes, substantially in the
form of Exhibit A-4-B.


 


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


 


4

















 


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


 


“Closing Date”
means April 16, 2003.


 


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


 


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


 


“Controlling Party”
means the Security Insurer, so long as no Insurer Default shall have occurred
and be continuing, and the Trustee, for so long as an Insurer Default shall
have occurred and be continuing.


 


“Corporate Trust
Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered which office
at date of the execution of this Indenture is located at 4 New York Plaza, 6th
Floor, New York, New York 10004 (facsimile number (212) 623-5932), Attention:
Institutional Trust Services, AmeriCredit 2003-A-M, or at such other address as
the Trustee may designate from time to time by notice to the Noteholders, the
Security Insurer, the Servicer and the Issuer, or the principal corporate trust
office of any successor Trustee (the address of which the successor Trustee
will notify the Noteholders and the Issuer).


 


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


 


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


 


“Distribution Amount”
means the sum of (a) Available Funds and (b) Additional Funds Available.


 


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


 


“ERISA” has the
meaning specified in Section 2.4.


 


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


 


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


 


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


 


“Grant” means mortgage,
pledge, bargain, warrant, alienate, remise, release, convey, assign, transfer,
create, grant a lien upon and a security interest in and right of set-off


 


5

















 


against, deposit, set over and confirm pursuant to this Indenture.  A Grant of the Collateral or of any other
agreement or instrument shall include all rights, powers and options (but none
of the obligations) of the Granting party thereunder, including the immediate
and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other
moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring proceedings in the name of the Granting party or otherwise
and generally to do and receive anything that the Granting party is or may be
entitled to do or receive thereunder or with respect thereto.


 


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


 


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


 


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


 


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


 


“Independent
Certificate” means a certificate or opinion to be delivered to the Trust
Collateral Agent under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.1, prepared by an Independent
appraiser or other expert appointed by an Issuer Order and approved by the
Trust Collateral Agent in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of
“Independent” in this Indenture and that the signer is Independent within the
meaning thereof.


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Notice of Claim”
has the meaning specified in the Sale and Servicing Agreement.


 


“Officer’s Certificate”
means a certificate signed by any Authorized Officer of the Owner Trustee,
under the circumstances described in, and otherwise complying with, the


 


7

















 


applicable requirements of Section 11.1 and TIA § 314, and
delivered to the Trustee.  Unless
otherwise specified, any reference in this Indenture to an Officer’s
Certificate shall be to an Officer’s Certificate of any Authorized Officer of
the Issuer.


 


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


 


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


 


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


 


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


 


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


 


provided,
however, that Notes which have been paid with proceeds of the Note
Policy shall continue to remain Outstanding for purposes of this Indenture
until the Security Insurer has been paid as subrogee hereunder or reimbursed
pursuant to the Insurance Agreement as evidenced by a written notice from the
Security Insurer delivered to the Trustee, and the Security Insurer shall be
deemed to be the Holder thereof to the extent of any payments thereon made by
the Security Insurer; provided, further, that in determining
whether the Holders of the requisite Outstanding Amount of the Notes have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder or under any Basic Document, Notes owned by the Issuer, any other
obligor upon the Notes, the Seller or any Affiliate of any of the foregoing
Persons shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Responsible Officer of the Trustee either actually knows to be so
owned or has received written notice thereof shall be so disregarded.  Notes so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Notes and that the pledgee is not the Issuer, any other obligor upon the Notes,
the Seller or any Affiliate of any of the foregoing Persons.


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Sale and Servicing
Agreement” means the Sale and Servicing Agreement dated as of April 10,
2003, among the Issuer, the Seller, the Servicer, the Trustee as Trustee and
Trust Collateral Agent and the Backup Servicer, as the same may be amended or
supplemented from time to time.


 


9

















 


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


 


“Swap Agreements”
means the ISDA Master Agreements dated April 16, 2003 between the Issuer and
the applicable Swap Provider, including the Schedule thereto, the Credit
Support Annex thereto, the Confirmations relating to the Class A-2-B Notes the
Class A-3-B Notes and the Class A-4-B Notes, and together with any
replacement swap agreement thereafter approved by the Security Insurer; provided,
that no additional swap agreement shall be a “Swap Agreement” under the Basic
Documents for so long as the Swap Agreement is outstanding without the prior,
written consent of the applicable Swap Provider unless the Swap Agreement has
terminated as a result of an Event of Default or Termination Event relating to
the Swap Provider.


 


“Swap Provider”
means Deutsche Bank, AG, New York branch, with respect to the Class A-2-B
Notes, the Class A-3-B Notes and the Class A-4-B Notes, together with any
replacement Swap Provider thereafter approved by the Security Insurer.


 


“Swap Provider Policy”
means the financial guaranty insurance policies issued by the Security Insurer
to Deutsche Bank, AG, New York branch, in its capacity as Swap Provider with
respect to the Class A-2-B Notes, the Class A-3-B and Class A-4-B Notes.


 


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


 


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


 


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


 


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


 


“Trustee” means
JPMorgan Chase Bank, a New York banking corporation, not in its individual
capacity but as trustee under this Indenture, or any successor trustee under
this Indenture.


 


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


 


10

















 


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


 


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


 


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


 


“Commission” means the
Securities and Exchange Commission.


 


“indenture securities”
means the Notes.


 


“indenture security
holder” means a Noteholder.


 


“indenture to be
qualified” means this Indenture.


 


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


 


“obligor” on the
indenture securities means the Issuer.


 


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


 


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


 


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


 


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


 


(iii)                               “or”
is not exclusive;


 


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


 


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


 


ARTICLE II


 


The Notes


 


SECTION 2.1                          Form.  The Class A-1 Notes, the Class A-2-A Notes,
the Class A-2-B Notes, the Class A-3-A Notes, the Class A-3-B Notes, the Class
A-4-A Notes and the Class A-4-B Notes, in each case together with the Trustee’s
certificate of authentication, shall be


 


11

















 


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


 


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


 


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


 


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


 


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


 


The Trustee shall, upon
receipt of the Note Policy and Issuer Order, authenticate and deliver Class A-1
Notes for original issue in an aggregate principal amount of $188,000,000,
Class A-2-A Notes for original issue in the aggregate principal amount of
$186,000,000, Class A-2-B Notes for original issue in the aggregate principal
amount of $186,000,000, Class A-3-A Notes for original issue in an aggregate
principal amount of $73,500,000, Class A-3-B Notes for original issue in the
aggregate principal amount of $73,500,000, Class A-4-A Notes for original issue
in the aggregate principal amount of $146,500,000 and Class A-4-B Notes for
original issue in an aggregate principal amount of $146,500,000.  The Class A-1 Notes, Class A-2-A Notes,
Class A-2-B, Class A-3-A Notes, Class A-3-B Notes, Class A-4-A Notes and Class
A-4-B Notes outstanding at any time may not exceed such amounts except as
provided in Section 2.5.


 


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


 


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


 


12

















 


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


 


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


 


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


 


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


 


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


 


At the option of the
Noteholder, Notes may be exchanged for other Notes in any authorized
denominations, of the same class and a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for
exchange, subject to Sections 2.10 and 2.12 hereof, if the requirements of
Section 8-401(1) of the UCC are met the Issuer shall execute and upon its
request the Trustee shall authenticate and the Noteholder shall obtain from the
Trustee, the Notes which the Noteholder making the exchange is entitled to
receive.


 


13

















 


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


 


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


 


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


 


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


 


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


 


SECTION 2.5                          Mutilated,
Destroyed, Lost or Stolen Notes.  If
(i) any mutilated Note is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Trustee and the Security Insurer (unless an
Insurer Default shall have occurred and be continuing) such security or
indemnity as may be required by it to hold the Issuer, the Trustee and the
Security Insurer harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Trustee that such Note has been acquired by a bona fide
purchaser, and provided that the requirements of Section 8-405 of the UCC are
met, the Issuer shall execute and upon its request the Trustee shall


 


14

















 


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


 


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


 


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


 


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


 


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


 


SECTION 2.7                          Payment of Principal and
Interest; Defaulted Interest.


 


(a)                                  The
Notes shall accrue interest as provided in the forms of the Class A-1 Note, the
Class A-2-A Note, the Class A-2-B Note, the Class A-3-A Note, the Class A-3-B
Note, the Class A-4-A Note and the Class A-4-B Note set forth in Exhibits A-1,
A-2-A, A-2-B, A-3-A, A-3-B, A-4-A and A-4-B, respectively, and such interest
shall be due and payable on each Distribution Date, as specified therein.  Any installment of interest or principal, if
any, payable on any Note which is punctually paid or duly provided for by the
Issuer on the applicable


 


15

















 


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


 


(b)                                 The
principal of each Note shall be payable in installments on each Distribution
Date, as applicable, as provided in the forms of the Class A-1 Note, the Class
A-2-A Note, the Class A-2-B Notes, the Class A-3-A Note, the Class A-3-B Note,
the Class A-4-A Note and the Class A-4-B Note set forth in Exhibits A-1, A-2-A,
A-2-B, A-3-A, A-3-B, A-4-A and A-4-B, respectively.  Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes shall be due and payable, if not previously paid, on the date on
which an Event of Default shall have occurred and be continuing, if the Trustee
or the Noteholders representing not less than a majority of the Outstanding
Amount of the Notes have declared the Notes to be immediately due and payable
in the manner provided in Section 5.2. 
All principal payments on each class of Notes shall be made pro rata to
the Noteholders of such class entitled thereto.  Upon written notice from the Issuer, the Trustee shall notify the
Person in whose name a Note is registered at the close of business on the
Record Date preceding the Distribution Date on which the Issuer expects that
the final installment of principal of and interest on such Note will be
paid.  Such notice shall be mailed or
transmitted by facsimile prior to such final Distribution Date and shall
specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment.  Notices in connection with redemptions of
Notes shall be mailed to Noteholders as provided in Section 10.2.


 


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


 


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


 


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


 


SECTION 2.9                          Release
of Collateral.  The Trust
Collateral Agent shall, on or after the Termination Date, release any remaining
portion of the Trust Estate from the lien created by this Indenture and deposit
in the Collection Account any funds then on deposit in any other Trust
Account.  The Trust Collateral Agent
shall release property from the lien created by this Indenture pursuant to this
Section 2.9 only upon receipt of an Issuer Request accompanied by an Officer’s
Certificate, an Opinion of Counsel and (if required by the TIA) Independent
Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the
applicable requirements of Section 11.1.


 


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


 


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


 


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


 


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


 


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


 


17

















 


transmit payments of principal of and interest on the Notes to such
Clearing Agency Participants;


 


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


 


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


 


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


 


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


 


ARTICLE III


 


Covenants


 


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


 


18

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


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


 


SECTION 3.4                          Existence.  Except as otherwise permitted by the
provisions of Section 3.10, the Issuer will keep in full effect its existence,
rights and franchises as a statutory trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States of America,


 


20

















 


in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.


 


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


 


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


 


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


 


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


 


(iv)                              enforce
any of the Collateral;


 


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


 


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


 


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


 


SECTION 3.6                          Opinions as to Trust
Estate.


 


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


 


21

















 


(b)                                 Within
120 days after the beginning of each calendar year, beginning with the first
calendar year beginning more than six months after the Closing Date, the Issuer
shall furnish to the Trustee, Trust Collateral Agent, the Backup Servicer and
the Security Insurer an Opinion of Counsel either stating that, in the opinion
of such counsel, such action has been taken with respect to the recording,
filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements as
are necessary to maintain the lien and security interest created by this
Indenture and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest.  Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until January 31
in the following calendar year.


 


SECTION 3.7                          Performance of
Obligations; Servicing of Receivables.


 


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


 


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


 


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


 


(d)                                 If
a responsible officer of the Owner Trustee shall have actual knowledge of the
occurrence of a Servicer Termination Event under the Sale and Servicing
Agreement, the Issuer shall promptly notify the Trustee, the Security Insurer
and the Rating Agencies thereof in accordance with Section 11.4, and shall
specify in such notice the action, if any, the Issuer is


 


22

















 


taking in respect of such default. 
If a Servicer Termination Event shall arise from the failure of the
Servicer to perform any of its duties or obligations under the Sale and
Servicing Agreement with respect to the Receivables, the Issuer shall take all
reasonable steps available to it to remedy such failure.


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.9                          Annual Statement as to
Compliance.  The Issuer will
deliver to the Trustee and the Security Insurer, within 120 days after the end
of each fiscal year of the Issuer (commencing with the fiscal year ended June
30, 2003), and otherwise in compliance with the requirements of TIA Section
314(a)(4) an Officer’s Certificate stating, as to the Authorized Officer
signing such Officer’s Certificate, that


 


23

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)                              the
Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Trustee and the Security Insurer (so long as no Insurer
Default shall have occurred and be continuing)) to the effect that such
transaction will not have any material adverse tax consequence to the Trust,
the Security Insurer, any Noteholder or the Certificateholder;


 


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


 


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


 


(vii)                           so long as no Insurer
Default shall have occurred and be continuing, the Issuer shall have given the
Security Insurer written notice of such conveyance or transfer at least 20
Business Days prior to the consummation of such action and shall have


 


24

















 


received the prior written approval of the Security Insurer of such
conveyance or transfer and the Issuer or the Person (if other than the Issuer)
formed by or surviving such conveyance or transfer has a net worth, immediately
after such conveyance or transfer, that is (a) greater than zero and (b) not
less than the net worth of the Issuer immediately prior to giving effect to
such conveyance or transfer.


 


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


 


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


 


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


 


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


 


(iv)                              the
Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Trustee and the Security Insurer (so long as no Insurer
Default shall have occurred and be continuing)) to the effect that such
transaction will not have any material adverse tax consequence to the Trust,
the Security Insurer, any Noteholder or the Certificateholder;


 


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


 


(vi)                              the
Issuer shall have delivered to the Trustee and the Security Insurer an
Officer’s Certificate and an Opinion of Counsel each stating that such
conveyance or transfer and such supplemental indenture comply with this Article
III and that all


 


25

















 


conditions precedent herein provided for relating to such transaction
have been complied with (including any filing required by the Exchange Act);
and


 


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


 


SECTION 3.11                    Successor or Transferee.


 


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


 


(b)                                 Upon
a conveyance or transfer of all the assets and properties of the Issuer
pursuant to Section 3.10 (b), AmeriCredit Automobile Receivables Trust 2003-A-M
will be released from every covenant and agreement of this Indenture to be
observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Trustee stating that
AmeriCredit Automobile Receivables Trust 2003-A-M is to be so released.


 


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


 


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


 


SECTION 3.14                    Servicer’s
Obligations.  The Issuer
shall cause the Servicer to comply with Sections 4.9, 4.10, 4.11 and 5.10 of
the Sale and Servicing Agreement.


 


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


 


26

















 


(or agree contingently to do so) any stock, obligations, assets or
securities of, or any other interest in, or make any capital contribution to,
any other Person.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


ARTICLE IV


 


Satisfaction and Discharge


 


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


 


(A)                              either


 


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


 


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


 


(i)                                     have
become due and payable,


 


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


 


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


 


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


 


(B)                                the
Issuer has paid or caused to be paid all Insurer Issuer Secured Obligations,
all Trustee Issuer Secured Obligations and all amounts due and payable to the
Swap Providers; and


 


28

















 


(C)                                the
Issuer has delivered to the Trustee, the Trust Collateral Agent and the
Security Insurer an Officer’s Certificate, an Opinion of Counsel and if
required by the TIA, the Trustee, the Trust Collateral Agent or the Security
Insurer (so long as an Insurer Default shall not have occurred and be
continuing) an Independent Certificate from a firm of certified public
accountants, each meeting the applicable requirements of Section 11.1(a) and
each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.  If the Indenture has been satisfied and
discharged in accordance with the provisions of Section 4.1(A)(2) then such
opinion of counsel shall also include an opinion that amounts deposited by the
Issuer in accordance with Section 4.1(A)(2) would not be characterized as a
voidable preference.


 


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


 


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


 


ARTICLE V


 


Remedies


 


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


 


(i)                                     default
in the payment of any interest on any Note when the same becomes due and
payable, and such default shall continue for a period of five days (solely for
purposes of this clause, a payment on the Notes funded by the Security Insurer
or the Collateral Agent pursuant to the Spread Account Agreement shall be
deemed to be a payment made by the Issuer); or


 


(ii)                                  default
in the payment of the principal of or any installment of the principal of any
Note when the same becomes due and payable (solely for purposes of


 


29

















 


this clause, a payment on the Notes funded by the Security Insurer or
the Collateral Agent pursuant to the Spread Account Agreement shall be deemed
to be a payment made by the Issuer); or


 


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


 


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


 


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


 


(vi)                              the
commencement by the Issuer of a voluntary case under any applicable federal or
State bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by the Issuer to the entry of an order for relief in an
involuntary case under any such law, or the consent by the Issuer to the
appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the


 


30

















 


Issuer or for any substantial part of the Trust Estate, or the making
by the Issuer of any general assignment for the benefit of creditors, or the
failure by the Issuer generally to pay its debts as such debts become due, or
the taking of action by the Issuer in furtherance of any of the foregoing.


 


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


 


SECTION 5.2                          Rights Upon Event of
Default.


 


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


 


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


 


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


 


Payments under the Swap
Provider Policy following acceleration of the Notes shall be applied to pay the
applicable Swap Provider amounts due and unpaid pursuant to the Swap Agreement
and the Sale and Servicing Agreement.


 


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


 


(c)                                  If
an Insurer Default shall have occurred and be continuing and an Event of
Default shall have occurred and be continuing, the Trustee in its discretion
may, or, if so requested in writing by Holders holding Notes representing not
less than a majority of the Outstanding Amount of the Notes, shall declare by
written notice to the Issuer that the Notes


 


31

















 


become, whereupon they shall become, immediately due and payable at
par, together with accrued interest thereon.


 


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


 


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


 


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


 


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


 


(ii)                                  all
Events of Default, other than the nonpayment of the principal of the Notes that
has become due solely by such acceleration, have been cured or waived as
provided in Section 5.12.


 


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


 


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


 


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


 


(b)                                 Each
Issuer Secured Party hereby irrevocably and unconditionally appoints the
Controlling Party as the true and lawful attorney-in-fact of such Issuer
Secured Party for so long as such Issuer Secured Party is not the Controlling
Party, with full power of substitution, to execute, acknowledge and deliver any
notice, document, certificate, paper, pleading or instrument and to do in the
name of the Controlling Party as well as in the name, place and stead of such
Issuer Secured Party such acts, things and deeds for or on behalf of and in the
name of such Issuer Secured Party under this Indenture (including specifically
under


 


32

















 


Section 5.4) and under the Basic Documents which such Issuer Secured
Party could or might do or which may be necessary, desirable or convenient in
such Controlling Party’s sole discretion to effect the purposes contemplated
hereunder and under the Basic Documents and, without limitation, following the
occurrence of an Event of Default, exercise full right, power and authority to
take, or defer from taking, any and all acts with respect to the
administration, maintenance or disposition of the Trust Estate.


 


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


 


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


 


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


 


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


 


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


 


33

















 


(iv)                              to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee or the Noteholders allowed
in any 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 Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to such Noteholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee except as a result of negligence or bad faith.


 


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


 


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


 


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


 


SECTION 5.4                          Remedies.


 


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


 


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


 


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


 


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


 


34

















 


(iv)                              direct
the Trust Collateral Agent to sell the Trust Estate or any portion thereof or
rights or interest therein, at one or more public or private sales called and
conducted in any manner permitted by law; provided, however, that
if the Trustee is the Controlling Party, the Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default unless:


 


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


 


(B)                                either


 


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


 


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


 


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


 


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


 


SECTION 5.5                          Optional Preservation of
the Receivables.  If the
Trustee is the Controlling Party and if the Notes have been declared to be due
and payable under Section 5.2 following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, the
Trustee may, but need not, elect to direct the Trust Collateral Agent to
maintain possession of the Trust Estate. 
It is the desire of the parties hereto and the Noteholders that there be
at all times sufficient funds for the payment of principal of and interest on
the Notes and amounts due to the Security Insurer, and the Trustee shall take
such desire into account when determining whether or not to direct the Trust
Collateral Agent to maintain possession of the Trust Estate.  In determining whether to direct the Trust
Collateral Agent to maintain possession of the Trust Estate, the Trustee may,
but need not, obtain and conclusively rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.


 


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SECTION 5.6                          Priorities.


 


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


 


FIRST:                                   amounts due and
owing and required to be distributed to the Servicer (provided there is no
Servicer Event of Default), the Swap Provider (other than any Swap Termination
Payments due under the Swap Agreement which are not covered by the Swap
Provider Policy), the Lockbox Bank, the Owner Trustee, the Trustee, Back Up
Servicer and the Trust Collateral Agent, respectively, pursuant to priorities
(i), (ii) and (iii) of Section 5.7(a) of the Sale and Servicing Agreement and
not previously distributed, in the order of such priorities as set forth
therein and without limitation, preference or priority of any kind within such
priorities;


 


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


 


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


 


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


 


FIFTH:                                              to the
Swap Provider, Swap Termination Payments not covered by the Swap Provider
Policy and then to the Collateral Agent to be applied as provided in the Spread
Account Agreement;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.13                    Waiver
of Past Defaults.  Prior to
the declaration of the acceleration of the maturity of the Notes as provided in
Section 5.4, the Security Insurer or, if an Insurer Default shall have occurred
and be continuing, the Noteholders of not less than a majority of the
Outstanding Amount of the Notes may waive any past Default or Event of Default
and its consequences except a Default (a) in payment of principal of or
interest on any of the Notes or (b) in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Note.  In the case of any such
waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored
to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereto.


 


Upon any such waiver,
such Default shall cease to exist and be deemed to have been cured and not to
have occurred, and any Event of Default arising therefrom shall be deemed to
have been cured and not to have occurred, for every purpose of this Indenture;
but no such


 


38

















 


waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereto.


 


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


 


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


 


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


 


SECTION 5.17                    Performance and Enforcement of
Certain Obligations.


 


(a)                                  Promptly
following a request from the Trustee to do so and at the Servicer’s expense,
the Issuer agrees to take all such lawful action as the Trustee may request to
compel or secure the performance and observance by the Seller and the Servicer,
as applicable, of each of their obligations to the Issuer under or in
connection with the Sale and Servicing Agreement in accordance with the terms
thereof, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with the Sale and
Servicing Agreement to the extent and in the manner directed by the Trustee,
including the transmission of notices of default on the part of the Seller or
the Servicer thereunder and the institution of legal or administrative actions
or Proceedings to compel or secure performance by the Seller or the Servicer of
each of their obligations under the Sale and Servicing Agreement.


 


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


 


ARTICLE VI


 


The Trustee and the Trust Collateral Agent


 


SECTION 6.1                          Duties
of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)                                  Without
limiting the generality of this Section 6.1, the Trustee shall have no duty (i)
to see to any recording, filing or depositing of this Indenture or any
agreement referred to herein or any financing statement evidencing a security
interest in the Financed Vehicles, or to see to the maintenance of any such
recording or filing or depositing or to any recording, refiling or redepositing
of any thereof, (ii) to see to any insurance of the Financed Vehicles or
Obligors or to effect or maintain any such insurance, (iii) to see to the
payment or discharge of any tax, assessment or other governmental charge or any
Lien or encumbrance of any kind owing with respect to, assessed or levied
against any part of the Trust, (iv) to confirm or verify the contents of any
reports or certificates delivered to the Trustee pursuant to this Indenture or
the Sale and Servicing Agreement believed by the Trustee to be genuine and to
have been signed or presented by the proper party or parties, or (v) to inspect
the Financed Vehicles at any time or ascertain or inquire as to the performance
of observance of any of the Issuer’s, the Seller’s or the Servicer’s
representations, warranties or covenants or the Servicer’s duties and
obligations as Servicer and as custodian of the Receivable Files under the Sale
and Servicing Agreement.


 


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


 


SECTION 6.2                          Rights
of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


42

















 


Servicing Agreement, the Trustee may require reasonable indemnity
against such cost, expense or liability as a condition to so proceeding; the
reasonable expense of every such examination shall be paid by the Person making
such request, or, if paid by the Trustee, shall be reimbursed by the Person
making such request upon demand.


 


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


 


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


 


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


 


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


 


SECTION 6.6                          Reports by Trustee to
Holders.  The Trustee shall
deliver to each Noteholder such information as may be reasonably required to enable
such Holder to prepare its federal and state income tax returns.


 


SECTION 6.7                          Compensation and Indemnity.


 


(a)                                  Pursuant
to Section 5.7(a) of the Sale and Servicing Agreement, the Issuer shall, or
shall cause the Servicer to, pay to the Trustee from time to time compensation
for its services.  The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Issuer shall cause the
Servicer to reimburse the Trustee and the Trust Collateral Agent for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection,
in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s, the Backup Servicer’s,
the Collateral Agent’s and the Trust Collateral Agent’s agents, counsel,
accountants and experts.  The Issuer
shall cause the Servicer to indemnify the Trustee,


 


43

















 


the Trust Collateral Agent and their respective officers, directors,
employees and agents against any and all loss, liability or expense (including
attorneys’ fees and expenses) incurred by each of them in connection with the
acceptance or the administration of this Trust and the performance of its
duties hereunder.  The Trustee, Trust
Collateral Agent, the Collateral Agent or the Backup Servicer shall notify the
Issuer and the Servicer promptly of any claim for which it may seek indemnity.  Failure by the Trustee or Trust Collateral
Agent to so notify the Issuer and the Servicer shall not relieve the Issuer of
its obligations hereunder or the Servicer of its obligations under Article XI
of the Sale and Servicing Agreement. 
The Issuer shall cause the Servicer to defend the claim, and the
Trustee, Trust Collateral Agent, the Collateral Agent or the Backup Servicer
may have separate counsel and the Issuer shall cause the Servicer to pay the
fees and expenses of such counsel. 
Neither the Issuer nor the Servicer need reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee or
Trust Collateral Agent through the Trustee’s or Trust Collateral Agent’s own
willful misconduct, negligence or bad faith.


 


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


 


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


 


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


 


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


 


(iii)                               an involuntary case
under the federal bankruptcy laws, as now or hereafter in effect, or another
present or future federal or State bankruptcy, insolvency or similar


 


44

















 


law is commenced with respect to the Trustee and such case is not
dismissed within 60 days;


 


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


 


(v)                                 the
Trustee otherwise becomes incapable of acting.


 


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


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee, the
Security Insurer (provided that no Insurer Default shall have occurred and be
continuing) and to the Issuer.  Thereupon
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
retiring Trustee under this Indenture subject to satisfaction of the Rating
Agency Condition.  The successor Trustee
shall mail a notice of its succession to Noteholders.  The retiring Trustee shall promptly transfer all property held by
it as Trustee to the successor Trustee.


 


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


 


If the Trustee fails to
comply with Section 6.11, any Noteholder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


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


 


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


 


SECTION 6.9                          Successor Trustee by
Merger.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets


 


45

















 


to, another corporation or banking association, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.  The Trustee shall
provide the Rating Agencies and the Security Insurer prior written notice of
any such transaction.


 


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


 


SECTION 6.10                    Appointment of Co-Trustee or
Separate Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.13                    Appointment
and Powers.  Subject to the
terms and conditions hereof, each of the Issuer Secured Parties hereby appoints
JPMorgan Chase Bank, as the Trust Collateral Agent with respect to the
Collateral, and JPMorgan Chase Bank hereby accepts such appointment and agrees
to act as Trust Collateral Agent with respect to the Collateral for the Issuer
Secured Parties, to maintain custody and possession of such Collateral (except
as otherwise provided hereunder) and to perform the other duties of the Trust
Collateral Agent in accordance with the provisions of this Indenture and the
other Basic Documents.  Each Issuer
Secured Party hereby authorizes the Trust Collateral Agent to take such action
on its behalf, and


 


47

















 


to exercise such rights, remedies, powers and privileges hereunder, as
the Controlling Party may direct and as are specifically authorized to be
exercised by the Trust Collateral Agent by the terms hereof, together with such
actions, rights, remedies, powers and privileges as are reasonably incidental
thereto, including, but not limited to, the execution of any powers of
attorney.  The Trust Collateral Agent
shall act upon and in compliance with the written instructions of the Controlling
Party delivered pursuant to this Indenture promptly following receipt of such
written instructions; provided that the Trust Collateral Agent shall not act in
accordance with any instructions (i) which are not authorized by, or in
violation of the provisions of, this Indenture, (ii) which are in violation of
any applicable law, rule or regulation or (iii) for which the Trust Collateral
Agent has not received reasonable indemnity. 
Receipt of such instructions shall not be a condition to the exercise by
the Trust Collateral Agent of its express duties hereunder, except where this
Indenture provides that the Trust Collateral Agent is permitted to act only
following and in accordance with such instructions.


 


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


 


SECTION 6.15                    Limitation on Liability.  Neither the Trust Collateral Agent nor any
of its directors, officers or employees shall be liable for any action taken or
omitted to be taken by it or them hereunder, or in connection herewith, except
that the Trust Collateral Agent shall be liable for its negligence, bad faith
or willful misconduct; nor shall the Trust Collateral Agent be responsible for
the validity, effectiveness, value, sufficiency or enforceability against the
Issuer of this Indenture or any of the Collateral (or any part thereof).  Notwithstanding any term or provision of
this Indenture, the Trust Collateral Agent shall incur no liability to the
Issuer or the Issuer Secured Parties for any action taken or omitted by the
Trust Collateral Agent in connection with the Collateral, except for the
negligence, bad faith or willful misconduct on the part of the Trust Collateral
Agent, and, further, shall incur no liability to the Issuer Secured Parties
except for negligence, bad faith or willful misconduct in carrying out its
duties to the Issuer Secured Parties. 
The Trust Collateral Agent shall be protected and shall incur no
liability to any such party in relying upon the accuracy, acting in reliance
upon the contents, and assuming the genuineness of any notice, demand,
certificate, signature, instrument or other document reasonably believed by the
Trust Collateral Agent to be genuine and to have been duly executed by the appropriate
signatory, and (absent actual knowledge to the contrary by a Responsible
Officer of the Trust Collateral Agent) the Trust Collateral Agent shall not be
required to make any independent investigation with respect thereto.  The Trust Collateral Agent shall at all
times be free independently to establish to its reasonable satisfaction, but
shall have no duty to independently verify, the existence or nonexistence of
facts that are a condition to the exercise or enforcement of any right or
remedy hereunder or under any of the Basic Documents.  The Trust Collateral Agent may consult with counsel, and shall
not be liable for any action taken or omitted to be taken by it hereunder in
good faith and in accordance with the advice of such counsel.  The Trust Collateral Agent shall not be
under any obligation to exercise any of the


 


48

















 


remedial rights or powers vested in it by this Indenture or to follow
any direction from the Controlling Party or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder
unless it shall have received reasonable security or indemnity satisfactory to
the Trust Collateral Agent against the costs, expenses and liabilities which
might be incurred by it.


 


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


 


SECTION 6.17                    Successor
Trust Collateral Agent.


 


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


 


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


 


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


 


49

















 


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


 


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


 


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


 


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


 


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


 


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


 


50

















 


Collateral Agent, or the performance by the Trust Collateral Agent, of
this Indenture and such other Basic Documents.


 


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


 


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


 


SECTION 6.20                    Waiver
of Setoffs.  The Trust
Collateral Agent hereby expressly waives any and all rights of setoff that the
Trust Collateral Agent may otherwise at any time have under applicable law with
respect to any Trust Account and agrees that amounts in the Trust Accounts
shall at all times be held and applied solely in accordance with the provisions
hereof and the Sale and Servicing Agreement.


 


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


 


ARTICLE VII


 


Noteholders’ Lists and Reports


 


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


 


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SECTION 7.2                          Preservation of
Information; Communications to Noteholders.


 


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


 


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


 


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


 


SECTION 7.3                          Reports
by Issuer.


 


(a)                                  The
Issuer shall:


 


(i)                                     file
with the Trustee, within 15 days after the Issuer is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Issuer may be required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act;


 


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


 


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


 


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


 


SECTION 7.4                          Reports
by Trustee.  If required by
TIA § 313(a), within 60 days after each May 31, beginning with May 31,
2003, the Trustee shall mail to each Noteholder as required by TIA
§ 313(c) a brief report dated as of such date that complies with TIA
§ 313(a).  The Trustee also shall
comply with TIA § 313(b).


 


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


 


52

















 


ARTICLE VIII


 


Accounts, Disbursements and Releases


 


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


 


SECTION 8.2                          Release
of Trust Estate.


 


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


 


(b)                                 The
Trust Collateral Agent shall, at such time as there are no Notes outstanding
and all sums due the Trustee pursuant to Section 6.7 and all amounts due to the
Security Insurer under the Basic Documents have been paid, release any
remaining portion of the Trust Estate that secured the Notes from the lien of
this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Trust Accounts.  The Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.2(b) only upon receipt of an Issuer
Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if
required by the TIA) Independent Certificates in accordance with TIA
§§ 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.


 


SECTION 8.3                          Opinion
of Counsel.  The Trust
Collateral Agent shall receive at least seven days’ notice when requested by
the Issuer to take any action pursuant to Section 8.2(a), accompanied by copies
of any instruments involved, and the Trustee shall also require as a condition
to such action, an Opinion of Counsel in form and substance satisfactory to the
Trustee, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with and such action will not
materially and adversely impair the security for the Notes or the rights of the
Noteholders in contravention of the provisions of this Indenture; provided,
however, that such Opinion of Counsel shall not be required to express
an opinion as to the fair


 


53

















 


value of the Trust Estate. 
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Trustee in connection with any such action.


 


ARTICLE IX


 


Supplemental Indentures


 


SECTION 9.1                          Supplemental Indentures
Without Consent of Noteholders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


54

















 


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


 


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


 


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


 


SECTION 9.2                          Supplemental Indentures
with Consent of Noteholders. 
The Issuer and the Trustee, when authorized by an Issuer Order, also
may, with prior notice to the Rating Agencies, with the consent of the Security
Insurer (unless an Insurer Default shall have occurred and be continuing) and
with the consent of the Holders of not less than a majority of the outstanding
Amount of the Notes, by Act of such Holders delivered to the Issuer and the
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided, however,
that the consent of the Swap Provider shall also be required to enter into any
such supplemental indenture if the terms thereof adversely affect in any
material respect the interests of the Swap Provider; provided  further,
however, that, subject to the express rights of the Security Insurer
under the Basic Documents, no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:


 


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


 


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


 


(iii)                               reduce the percentage of
the Outstanding Amount of the Notes, the consent of the Holders of which is
required for any such supplemental indenture, or the


 


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consent of the Holders of which is required for any waiver of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences provided for in this Indenture;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 9.3                          Execution of Supplemental
Indentures.  In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the amendments or modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive,
shall be fully protected in relying upon, an Opinion of


 


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Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. 
The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise.


 


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


 


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


 


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


 


ARTICLE X


 


Redemption of Notes


 


SECTION 10.1                    Redemption.


 


(a)                                  The
Notes are subject to redemption in whole, but not in part, at the direction of
the Servicer or the Seller pursuant to Section 10.1(a) of the Sale and
Servicing Agreement, on any Distribution Date on which the Servicer or Seller
exercises its option to purchase the Trust Estate pursuant to said Section
10.1(a) for a purchase price equal to the Redemption Price; provided, however,
that the Issuer has available funds sufficient to pay the Redemption Price and
all amounts due and payable to the Security Insurer under the Insurance
Agreement.  The Servicer or the Issuer
shall furnish the Security Insurer and the Rating Agencies notice of such
redemption.  If the Notes are to be
redeemed pursuant to this Section 10.1(a), the Servicer or the Issuer shall
furnish notice of such election to the Trustee not later than 25 days prior to
the Redemption Date and the Issuer shall deposit with the Trustee in the Note
Distribution Account the Redemption Price of the Notes to be redeemed whereupon
all such Notes shall be due and payable on the Redemption Date upon the
furnishing of a notice complying with Section 10.2 to each Holder of Notes.


 


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


 


SECTION 10.2                    Form of Redemption.


 


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


 


All notices of redemption
shall state:


 


(i)                                     the
Redemption Date;


 


(ii)                                  the
Redemption Price;


 


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


 


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


 


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


 


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


 


ARTICLE XI


 


Miscellaneous


 


SECTION 11.1                    Compliance Certificates and
Opinions, etc.  Upon any
application or request by the Issuer to the Trustee or the Trust Collateral
Agent to take any action under any provision of this Indenture, the Issuer
shall furnish to the Trustee or the Trust


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


59

















 


the related Officer’s Certificate is less than $25,000 or less than 1%
percent of the Outstanding Amount of the Notes.


 


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


 


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


 


(v)                                 Notwithstanding
Section 2.9 or any other provision of this Section, the Issuer may (A) collect,
liquidate, sell or otherwise dispose of Receivables as and to the extent
permitted or required by the Basic Documents and (B) make cash payments out of
the Trust Accounts as and to the extent permitted or required by the Basic
Documents.


 


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


 


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


 


60

















 


should know, that the certificate or opinion or representations with
respect to such matters are erroneous.


 


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


 


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


 


SECTION 11.3                    Acts
of Noteholders.


 


(a)                                  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in
writing; and except as herein otherwise expressly provided such action shall
become effective when such instrument or instruments are delivered to the
Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Noteholders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Trustee and the Issuer, if made in the manner provided in this
Section.  In the event the Trustee shall
receive conflicting or inconsistent requests and indemnity from two or more
groups of Noteholders, each representing less than a majority of the
Outstanding Amount of the Notes, the Trustee in its sole discretion may
determine what action, if any, shall be taken, notwithstanding any other
provisions of this Indenture.


 


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


 


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


 


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


 


SECTION 11.4                    Notices,
etc., to Trustee, Issuer and Rating Agencies.  Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or other


 


61

















 


documents provided or permitted by this Indenture to be made upon,
given or furnished to or filed with:


 


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


 


(b)                                 The
Issuer by the Trustee or by any Noteholder shall be sufficient for every
purpose hereunder if personally delivered, delivered by overnight courier or
mailed certified mail, return receipt requested and shall deemed to have been
duly given upon receipt to the Issuer addressed to: AmeriCredit Automobile
Receivables Trust 2003-A-M, in care of Deutsche Bank Trust Company Delaware,
E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Suite
200, Wilmington, Delaware 19805, with a copy to Deutsche Bank Trust Company
Americas, 280 Park Avenue, MS NY307-098, New York, New York 10017, Attention:
Corporate Trust Administration, or at any other address previously furnished in
writing to the Trustee by Issuer.  The
Issuer shall promptly transmit any notice received by it from the Noteholders
to the Trustee.


 


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


 


To the Security Insurer:                                                                  MBIA
Insurance Corporation

113 King Street

Armonk, New York 10504 

Attention: Insured Portfolio Management–

Structured Finance (AmeriCredit 2003-A-M)



Facsimile No.:  (914) 765-3810

Confirmation:   (914) 765-3781


 


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


 


Notices required to be given to the Rating Agencies by the Issuer, the
Trustee or the Owner Trustee shall be in writing, personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested to (i) in the case of Moody’s, at the following address: Moody’s
Investors Service, Inc., 99 Church Street, New York, New York 10007,
(ii) in the case of Standard & Poor’s, at the following address:
Standard & Poor’s, A Division of The McGraw-Hill Companies, Inc., 55 Water
Street, 40th Floor, New York, New York 10041, Attention of Asset
Backed Surveillance Department and (iii) in the case of Fitch, at the
following


 


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address:  Fitch Ratings, One
State Street Plaza, New York, New York 10004; or as to each of the foregoing,
at such other address as shall be designated by written notice to the other
parties.


 


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


 


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


 


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


 


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


 


SECTION 11.6                    [Reserved]


 


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


 


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


 


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


 


SECTION 11.9                    Successors and Assigns.  All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed


 


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or not.  All agreements of the Trustee
in this Indenture shall bind its successors. 
All agreements of the Trust Collateral Agent in this Indenture shall
bind its successors.


 


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


 


SECTION 11.11              Benefits of Indenture.  The Security Insurer and its successors and
assigns shall be a third-party beneficiary to the provisions of this Indenture,
and shall be entitled to rely upon and directly to enforce such provisions of
this Indenture so long as no Insurer Default shall have occurred and be
continuing.  The Swap Providers shall be
third-party beneficiaries to the provisions of this 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 Swap Provider and
the Noteholders, and any other party secured hereunder, and any other person
with an Ownership interest in any part of the Trust Estate, any benefit or any
legal or equitable right, remedy or claim under this Indenture.  The Security Insurer may disclaim any of its
rights and powers under this Indenture (in which case the Trustee may exercise
such right or power hereunder), but not its duties and obligations under the
Note Policy, upon delivery of a written notice to the Trustee.


 


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


 


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


 


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


 


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


 


SECTION 11.15              Recording of Indenture.  If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by
the Issuer and at its expense accompanied by an Opinion of Counsel (which may
be counsel to the


 


64

















 


Trustee or any other counsel reasonably acceptable to the Trustee and
the Security Insurer) to the effect that such recording is necessary either for
the protection of the Noteholders or any other person secured hereunder or for
the enforcement of any right or remedy granted to the Trustee or the Trust
Collateral Agent under this Indenture or the Collateral Agent under the Spread
Account Agreement.


 


SECTION 11.16              Trust Obligation.  No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Seller, the
Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee on the
Notes or under this Indenture, any other Basic Document or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Seller, the Servicer, the Trustee, the Trust
Collateral Agent or the Owner Trustee in its individual capacity, any holder of
a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee,
the Trust Collateral Agent or the Trustee or of any successor or assign of the
Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Trustee, the Trust Collateral
Agent and the Owner Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or
call owing to such entity.  For all
purposes of this Indenture, in the performance of any duties or obligations of
the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Article VI, VII and VIII of the
Trust Agreement.


 


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


 


SECTION 11.18              Inspection.  The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Trustee or of the Security
Insurer, during the Issuer’s normal business hours, to examine all the books of
account, records, reports, and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by independent certified
public accountants, and to discuss the Issuer’s affairs, finances and accounts
with the Issuer’s officers, employees, and independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested.  Notwithstanding anything
herein to the contrary, the foregoing shall not be construed to prohibit (i)
disclosure of any and all information that is or becomes publicly known, (ii)
disclosure of any and all information (A) if required to do so by any
applicable statute, law, rule or regulation, (B) to any government agency or
regulatory body having or claiming authority to regulate or oversee any
respects of the Trustee’s business or that of its affiliates, (C) pursuant to
any subpoena, civil investigative demand or similar demand or request of any
court, regulatory authority, arbitrator or arbitration


 


65

















 


to which the Trustee or an affiliate or an officer, director, employer
or shareholder thereof is a party, (D) in any preliminary or final offering
circular, registration statement or contract or other document pertaining to
the transactions contemplated by the Indenture approved in advance by the
Servicer or the Issuer or (E) to any independent or internal auditor, agent,
employee or attorney of the Trustee having a need to know the same, provided
that the Trustee advises such recipient of the confidential nature of the
information being disclosed, or (iii) any other disclosure authorized by the
Servicer or the Issuer.


 


[SIGNATURE PAGE
FOLLOWS]


 


66

















 


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


 


	
   

  	
  AMERICREDIT AUTOMOBILE
  RECEIVABLES 

  TRUST 2003-A-M,

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  
	
   

  	
  not in its individual
  capacity but solely as 

  Trustee and Trust Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jenniffer H.
  McCourt

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jennifer H. McCourt

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


 


[Indenture]


 


67

















 


EXHIBIT A-1


 


	
  REGISTERED

  	
  $188,000,000

  



 


No. RB-A-1


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


CUSIP NO. 03061N
FY 0


 


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


 


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


 


AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2003-A-M


 


CLASS A-1 1.2975%
ASSET BACKED NOTE


 


AmeriCredit Automobile Receivables Trust 2003-A-M, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of ONE HUNDRED EIGHTY-EIGHT
MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is
$188,000,000 and the denominator of which is $188,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A-1 Notes pursuant to the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on May 6, 2004 Distribution Date (the “Final Scheduled Distribution Date”).  The Issuer will pay interest on this Note at
the rate per annum shown above on each Distribution Date until the principal of
this Note is paid or made available for payment.  Interest on this Note will accrue for each Distribution Date from
the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from
April 16, 2003.  Interest will be
computed on the basis of a 360-day year and the actual number of days in the
related Interest Period.  Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.


 


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


 


A-1-1

















 


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


 


The Notes are entitled to the benefits of a note guaranty insurance
policy (the “Note Policy”) issued by MBIA Insurance Corporation (the “Security
Insurer”), pursuant to which the Security Insurer has unconditionally
guaranteed payments of the Noteholders’ Interest Distributable Amount (net of
any interest shortfall resulting from the application of the Soldiers’ and
Sailors’ Civil Relief Act of 1940, as amended, or any similar state legislation
or regulations) and the Noteholders’ Parity Deficit Amount with respect to each
Distribution Date and the unpaid principal balance of the Notes on the Final
Schedule Distribution Date, all as more fully set forth in the Note Policy.


 


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


 


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


 


A-1-2

















 


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


 


	
   

  	
  AMERICREDIT AUTOMOBILE
  RECEIVABLES 

  TRUST 2003-A-M

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  DELAWARE, not in its individual capacity but 

  solely as Owner Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
  Date: April 16, 2003

  	
  JPMORGAN CHASE BANK,
  not in its individual 

  capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signer

  



 


A-1-3

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-1 1.2975% Asset Backed Notes (herein called the “Class
A-1 Notes”), all issued under an Indenture dated as of April 10, 2003 (such
indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and JPMorgan Chase Bank, as trustee (the “Trustee,”
which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any
successor Trust Collateral Agent) to which Indenture and all indentures
supplemental thereto reference is hereby made for a state­ment of the respective
rights and obligations thereunder of the Issuer, the Trustee and the Holders of
the Notes.  The Notes are subject to all
terms of the Indenture.  All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


 


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


 


Principal of the Class A-1 Notes will be payable on each Distribution
Date in an amount described on the face hereof.  “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day,
commencing May 6, 2003.  The term “Distribution
Date,” shall be deemed to include the Final Scheduled Distribution Date.


 


As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to the Indenture.  As described above, a portion of the unpaid
principal balance of this Note shall be due and payable on the Redemption Date,
if any.  Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable (i) on
the date on which an Event of Default shall have occurred and be continuing if
the Security Insurer has declared the Notes to be immediately due and payable
in the manner provided in the Indenture, so long as an Insurer Default shall
not have occurred and be continuing or (ii) if an Insurer Default shall have
occurred and be continuing, on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing at least 66-2/3% of the Outstanding Amount of the Notes have
declared the Notes to be immediately due and payable in the manner provided in
the Indenture.  All principal payments
on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders
entitled thereto.


 


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


 


A-1-4

















 


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


 


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


 


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


 


Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the Trustee or the Owner
Trustee in its individual capacity, (b) any owner of a beneficial interest in
the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or
employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call


 


A-1-5

















 


 


owing to such entity, and (ii) to treat the Notes as indebtedness for
purposes of federal income, state and local income and franchise and any other
income taxes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither Deutsche Bank Trust
Company Delaware in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be


 


A-1-6

















 


personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on, or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of
the Issuer.  The Holder of this Note by
the acceptance hereof agrees that except as expressly provided in the Indenture
or the Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.


 


A-1-7

















 


ASSIGNMENT


 


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


 


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


(name and address of
assignee)


 


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


 


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 












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


 


A-1-8

















 


EXHIBIT A-2-A


 


	
  REGISTERED

  	
  $186,000,000

  



 


No. RB-A-2-A


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


CUSIP NO. 03061N
FZ 7


 


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


 


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


 


AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2003-A-M


 


CLASS A-2-A 1.67%
ASSET BACKED NOTE


 


AmeriCredit Automobile Receivables Trust 2003-A-M, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of ONE HUNDRED EIGHTY-SIX
MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is
$186,000,000 and the denominator of which is $186,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A-2-A Notes pursuant to the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on October 6, 2006 Distribution Date (the “Final Scheduled Distribution Date”).  The Issuer will pay interest on this Note at
the rate per annum shown above on each Distribution Date until the principal of
this Note is paid or made available for payment.  Interest on this Note will accrue for each Distribution Date from
the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from
April 16, 2003.  Interest will be
computed on the basis of a 360 day year consisting of twelve 30-day
months.  Such principal of and interest
on this Note shall be paid in the manner specified on the reverse hereof.


 


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


 


A-2-A-1

















 


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


 


The Notes are entitled to the benefits of a note guaranty insurance
policy (the “Note Policy”) issued by MBIA Insurance Corporation (the “Security
Insurer”), pursuant to which the Security Insurer has unconditionally
guaranteed payments of the Noteholders’ Interest Distributable Amount (net of
any interest shortfall resulting from the application of the Soldiers’ and
Sailors’ Civil Relief Act of 1940, as amended, or any similar state legislation
or regulations) and the Noteholders’ Parity Deficit Amount with respect to each
Distribution Date and the unpaid principal balance of the Notes on the Final
Schedule Distribution Date, all as more fully set forth in the Note Policy.


 


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


 


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


 


A-2-A-2

















 


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


 


	
   

  	
  AMERICREDIT AUTOMOBILE
  RECEIVABLES 

  TRUST 2003-A-M

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  DELAWARE, not in its individual capacity but 

  solely as Owner Trustee under the Trust 

  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
  Date:  April 16, 2003

  	
  JPMORGAN CHASE BANK,
  not in its individual 

  capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signer

  



 


A-2-A-3

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2-A 1.67% Asset Backed Notes (herein called the “Class
A-2-A Notes”), all issued under an Indenture dated as of April 10, 2003
(such indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and JPMorgan Chase Bank, as trustee (the “Trustee,”
which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any
successor Trust Collateral Agent) to which Indenture and all indentures
supplemental thereto reference is hereby made for a state­ment of the
respective rights and obligations thereunder of the Issuer, the Trustee and the
Holders of the Notes.  The Notes are
subject to all terms of the Indenture. 
All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.


 


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


 


Principal of the Class A-2-A Notes will be payable on each Distribution
Date in an amount described on the face hereof.  “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day,
commencing May 6, 2003.  The term “Distribution
Date,” shall be deemed to include the Final Scheduled Distribution Date.


 


As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to the Indenture.  As described above, a portion of the unpaid
principal balance of this Note shall be due and payable on the Redemption Date,
if any.  Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable (i) on
the date on which an Event of Default shall have occurred and be continuing if
the Security Insurer has declared the Notes to be immediately due and payable
in the manner provided in the Indenture, so long as an Insurer Default shall
not have occurred and be continuing or (ii) if an Insurer Default shall have
occurred and be continuing, on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing at least 66-2/3% of the Outstanding Amount of the Notes have
declared the Notes to be immediately due and payable in the manner provided in
the Indenture.  All principal payments
on the Class A-2-A Notes shall be made pro rata to the Class A-2-A Noteholders
entitled thereto.


 


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


 


A-2-A-4

















 


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


 


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


 


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


 


Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the Trustee or the Owner
Trustee in its individual capacity, (b) any owner of a beneficial interest in
the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or
employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call


 


A-2-A-5

















 


owing to such entity, and (ii) to treat the Notes as indebtedness for
purposes of federal income, state and local income and franchise and any other
income taxes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither Deutsche Bank Trust
Company Delaware in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be


 


A-2-A-6

















 


personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on, or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of
the Issuer.  The Holder of this Note by
the acceptance hereof agrees that except as expressly provided in the Indenture
or the Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.


 


A-2-A-7

















 


ASSIGNMENT


 


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


 


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


(name and address
of assignee)


 


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


 


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 












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


 


A-2-A-8

















 


EXHIBIT A-2-B


 


	
  REGISTERED

  	
  $186,000,000

  



 


No. RB-A-2-B


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


CUSIP NO. 03061N
GA 1


 


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


 


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


 


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2003-A-M


 


CLASS A-2-B
FLOATING RATE ASSET BACKED NOTE


 


AmeriCredit Automobile Receivables Trust 2003-A-M, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of ONE HUNDRED EIGHTY-SIX
MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is
$186,000,000 and the denominator of which is $186,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A-2-B Notes pursuant to the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on October 6, 2006 Distribution Date (the “Final Scheduled Distribution Date”).  The Issuer will pay interest on this Note at
the rate per annum equal to LIBOR plus 0.27% on each Distribution Date until
the principal of this Note is paid or made available for payment.  Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from April 16, 2003. 
Interest will be computed on the basis of a 360-day year and the actual
number of days in the related Interest Period. 
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.


 


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


 


A-2-B-1

















 


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


 


The Notes are entitled to the benefits of a note guaranty insurance
policy (the “Note Policy”) issued by MBIA Insurance Corporation (the “Security
Insurer”), pursuant to which the Security Insurer has unconditionally
guaranteed payments of the Noteholders’ Interest Distributable Amount (net of
any interest shortfall resulting from the application of the Soldiers’ and
Sailors’ Civil Relief Act of 1940, as amended, or any similar state legislation
or regulations) and the Noteholders’ Parity Deficit Amount with respect to each
Distribution Date and the unpaid principal balance of the Notes on the Final
Schedule Distribution Date, all as more fully set forth in the Note Policy.


 


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


 


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


 


A-2-B-2

















 


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


 


	
   

  	
  AMERICREDIT AUTOMOBILE
  RECEIVABLES 

  TRUST 2003-A-M

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  DELAWARE, not in its individual capacity but 

  solely as Owner Trustee under the Trust 

  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
  Date: April 16, 2003

  	
  JPMORGAN CHASE BANK,
  not in its individual 

  capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signer

  



 


A-2-B-3

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2-B Floating Rate Asset Backed Notes (herein called
the “Class A-2-B Notes”), all issued under an Indenture dated as of
April 10, 2003 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and JPMorgan Chase Bank, as trustee
(the “Trustee,” which term includes any successor Trustee under the
Indenture) and as trust collateral agent (the “Trust Collateral Agent”),
which term includes any successor Trust Collateral Agent) to which Indenture
and all indentures supplemental thereto reference is hereby made for a state­ment
of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes.  The Notes
are subject to all terms of the Indenture. 
All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.


 


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


 


Principal of the Class A-2-B Notes will be payable on each Distribution
Date in an amount described on the face hereof.  “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day,
commencing May 6, 2003.  The term “Distribution
Date,” shall be deemed to include the Final Scheduled Distribution Date.


 


As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to the Indenture.  As described above, a portion of the unpaid
principal balance of this Note shall be due and payable on the Redemption Date,
if any.  Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable (i) on
the date on which an Event of Default shall have occurred and be continuing if
the Security Insurer has declared the Notes to be immediately due and payable
in the manner provided in the Indenture, so long as an Insurer Default shall
not have occurred and be continuing or (ii) if an Insurer Default shall have
occurred and be continuing, on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing at least 66-2/3% of the Outstanding Amount of the Notes have
declared the Notes to be immediately due and payable in the manner provided in
the Indenture.  All principal payments
on the Class A-2-B Notes shall be made pro rata to the Class A-2-B Noteholders
entitled thereto.


 


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


 


A-2-B-4

















 


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


 


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


 


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


 


Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the Trustee or the Owner
Trustee in its individual capacity, (b) any owner of a beneficial interest in
the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or
employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call


 


A-2-B-5

















 


owing to such entity, and (ii) to treat the Notes as indebtedness for
purposes of federal income, state and local income and franchise and any other
income taxes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither Deutsche Bank Trust
Company Delaware in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be


 


A-2-B-6

















 


personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on, or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of
the Issuer.  The Holder of this Note by
the acceptance hereof agrees that except as expressly provided in the Indenture
or the Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.


 


A-2-B-7

















 


ASSIGNMENT


 


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


 


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


(name and address
of assignee)


 


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


 


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 












 


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


 


A-2-B-8

















 


EXHIBIT A-3-A


 


	
  REGISTERED

  	
  $73,500,000

  



 


No. RB-A-3-A


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


CUSIP NO. 03061N
GB 9


 


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


 


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


 


AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2003-A-M


 


CLASS A-3-A 2.37%
ASSET BACKED NOTE


 


AmeriCredit Automobile Receivables Trust 2003-A-M, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of SEVENTY-THREE MILLION
FIVE HUNDRED THOUSAND DOLLARS payable on each Distribution Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $73,500,000 and the denominator of which is $73,500,000 by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on the Class A-3-A Notes pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be
due and payable on June 6, 2007 Distribution Date (the “Final Scheduled
Distribution Date”).  The Issuer
will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available
for payment.  Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from April 16, 2003.  Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months.  Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.


 


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


 


A-3-A-1

















 


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


 


The Notes are entitled to the benefits of a note guaranty insurance
policy (the “Note Policy”) issued by MBIA Insurance Corporation (the “Security
Insurer”), pursuant to which the Security Insurer has unconditionally
guaranteed payments of the Noteholders’ Interest Distributable Amount (net of
any interest shortfall resulting from the application of the Soldiers’ and
Sailors’ Civil Relief Act of 1940, as amended, or any similar state legislation
or regulations) and the Noteholders’ Parity Deficit Amount with respect to each
Distribution Date and the unpaid principal balance of the Notes on the Final
Schedule Distribution Date, all as more fully set forth in the Note Policy.


 


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


 


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


 


A-3-A-2

















 


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


 


	
   

  	
  AMERICREDIT AUTOMOBILE
  RECEIVABLES 

  TRUST 2003-A-M

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  DELAWARE, not in its individual capacity but 

  solely as Owner Trustee under the Trust 

  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
  Date:  April 16, 2003

  	
  JPMORGAN CHASE BANK,
  not in its individual 

  capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signer

  



 


A-3-A-3

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3-A 2.37% Asset Backed Notes (herein called the “Class
A-3 Notes”), all issued under an Indenture dated as of April 10, 2003 (such
indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and JPMorgan Chase Bank, as trustee (the “Trustee,”
which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any
successor Trust Collateral Agent) to which Indenture and all indentures
supplemental thereto reference is hereby made for a state­ment of the
respective rights and obligations thereunder of the Issuer, the Trustee and the
Holders of the Notes.  The Notes are
subject to all terms of the Indenture.  All
terms used in this Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the
Indenture, as so supplemented or amended.


 


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


 


Principal of the Class A-3-A Notes will be payable on each Distribution
Date in an amount described on the face hereof. “Distribution Date” means the
sixth day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing May 6, 2003.  The term “Distribution Date,” shall be deemed to include
the Final Scheduled Distribution Date.


 


As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Final Scheduled Distribution Date
and the Redemption Date, if any, pursuant to the Indenture.  As described above, a portion of the unpaid
principal balance of this Note shall be due and payable on the Redemption Date,
if any.  Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable (i) on
the date on which an Event of Default shall have occurred and be continuing if
the Security Insurer has declared the Notes to be immediately due and payable
in the manner provided in the Indenture, so long as an Insurer Default shall
not have occurred and be continuing or (ii) if an Insurer Default shall have
occurred and be continuing, on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing at least 66-2/3% of the Outstanding Amount of the Notes have
declared the Notes to be immediately due and payable in the manner provided in
the Indenture.  All principal payments
on the Class A-3-A Notes shall be made pro rata to the Class A-3-A Noteholders
entitled thereto.


 


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


 


A-3-A-4

















 


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


 


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


 


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


 


Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the Trustee or the Owner
Trustee in its individual capacity, (b) any owner of a beneficial interest in
the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or
employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner, owner
or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call


 


A-3-A-5

















 


owing to such entity, and (ii) to treat the Notes as indebtedness for
purposes of federal income, state and local income and franchise and any other
income taxes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither Deutsche Bank Trust
Company Delaware in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be


 


A-3-A-6

















 


personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on, or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of
the Issuer.  The Holder of this Note by
the acceptance hereof agrees that except as expressly provided in the Indenture
or the Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.


 


A-3-A-7

















 


ASSIGNMENT


 


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


 


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


(name and address
of assignee)


 


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


 


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 












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


 


A-3-A-8

















 


EXHIBIT A-3-B


 


	
  REGISTERED

  	
  $73,500,000

  



 


No. RB-A-3-B


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


CUSIP NO. 03061N
GC 7


 


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


 


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


 


AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2003-A-M


 


CLASS A-3-B
FLOATING RATE ASSET BACKED NOTE


 


AmeriCredit Automobile Receivables Trust 2003-A-M, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of SEVENTY-THREE MILLION
FIVE HUNDRED THOUSAND DOLLARS payable on each Distribution Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $73,500,000 and the denominator of which is $73,500,000 by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on the Class A-3-B Notes pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be
due and payable on June 6, 2007 Distribution Date (the “Final Scheduled
Distribution Date”).  The Issuer
will pay interest on this Note at the rate per annum equal to LIBOR plus 0.37%
on each Distribution Date until the principal of this Note is paid or made
available for payment.  Interest on this
Note will accrue for each Distribution Date from the most recent Distribution
Date on which interest has been paid to but excluding such Distribution Date
or, if no interest has yet been paid, from April 16, 2003.  Interest will be computed on the basis of a
360-day year and the actual number of days in the related Interest Period.  Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.


 


A-3-B-1

















 


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 first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


The Notes are entitled to the benefits of a note guaranty insurance
policy (the “Note Policy”) issued by MBIA Insurance Corporation (the “Security
Insurer”), pursuant to which the Security Insurer has unconditionally
guaranteed payments of the Noteholders’ Interest Distributable Amount (net of
any interest shortfall resulting from the application of the Soldiers’ and
Sailors’ Civil Relief Act of 1940, as amended, or any similar state legislation
or regulations) and the Noteholders’ Parity Deficit Amount with respect to each
Distribution Date and the unpaid principal balance of the Notes on the Final
Schedule Distribution Date, all as more fully set forth in the Note Policy.


 


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


 


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


 


A-3-B-2

















 


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


 


	
   

  	
  AMERICREDIT AUTOMOBILE
  RECEIVABLES 

  TRUST 2003-A-M

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  DELAWARE, not in its individual capacity but 

  solely as Owner Trustee under the Trust 

  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
  Date: April 16, 2003

  	
  JPMORGAN CHASE BANK,
  not in its individual 

  capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signer

  



 


A-3-B-3

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3-B Floating Rate Asset Backed Notes (herein called
the “Class A-3-B Notes”), all issued under an Indenture dated as of
April 10, 2003 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and JPMorgan Chase Bank, as trustee
(the “Trustee,” which term includes any successor Trustee under the
Indenture) and as trust collateral agent (the “Trust Collateral Agent”),
which term includes any successor Trust Collateral Agent) to which Indenture
and all indentures supplemental thereto reference is hereby made for a state­ment
of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes.  The Notes
are subject to all terms of the Indenture. 
All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.


 


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


 


Principal of the Class A-3-B Notes will be payable on each Distribution
Date in an amount described on the face hereof.  “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day,
commencing May 6, 2003.  The term “Distribution
Date,” shall be deemed to include the Final Scheduled Distribution Date.


 


As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to the Indenture.  As described above, a portion of the unpaid
principal balance of this Note shall be due and payable on the Redemption Date,
if any.  Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable (i) on
the date on which an Event of Default shall have occurred and be continuing if
the Security Insurer has declared the Notes to be immediately due and payable
in the manner provided in the Indenture, so long as an Insurer Default shall
not have occurred and be continuing or (ii) if an Insurer Default shall have
occurred and be continuing, on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing at least 66-2/3% of the Outstanding Amount of the Notes have
declared the Notes to be immediately due and payable in the manner provided in
the Indenture.  All principal payments
on the Class A-3-B Notes shall be made pro rata to the Class A-3-B Noteholders
entitled thereto.


 


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


 


A-3-B-4

















 


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


 


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


 


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


 


Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the Trustee or the Owner
Trustee in its individual capacity, (b) any owner of a beneficial interest in
the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or
employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner, owner
or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call


 


A-3-B-5

















 


owing to such entity, and (ii) to treat the Notes as indebtedness for
purposes of federal income, state and local income and franchise and any other
income taxes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither Deutsche Bank Trust
Company Delaware in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be


 


A-3-B-6

















 


personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on, or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of the
Issuer.  The Holder of this Note by the
acceptance hereof agrees that except as expressly provided in the Indenture or
the Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.


 


A-3-B-7

















 


ASSIGNMENT


 


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


 


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


(name and address
of assignee)


 


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


 


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 












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


 


A-3-B-8

















 


EXHIBIT A-4-A


 


	
  REGISTERED

  	
  $146,500,000

  



 


No. RB-A-4-A


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


CUSIP NO. 03061N
GD 5


 


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


 


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


 


AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2003-A-M


 


CLASS A-4-A 3.10%
ASSET BACKED NOTE


 


AmeriCredit Automobile Receivables Trust 2003-A-M, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of ONE HUNDRED FORTY-SIX
MILLION FIVE HUNDRED THOUSAND DOLLARS payable on each Distribution Date in an
amount equal to the result obtained by multiplying (i) a fraction the numerator
of which is $146,500,000 and the denominator of which is $146,500,000 by (ii)
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A-4-A Notes pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be
due and payable on November 6, 2009 Distribution Date (the “Final Scheduled
Distribution Date”).  The Issuer
will pay interest on this Note at the per annum shown above on each
Distribution Date until the principal of this Note is paid or made available
for payment.  Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from April 16, 2003.  Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. 
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.


 


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


 


A-4-A-1

















 


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


 


The Notes are entitled to the benefits of a note guaranty insurance
policy (the “Note Policy”) issued by MBIA Insurance Corporation (the “Security
Insurer”), pursuant to which the Security Insurer has unconditionally
guaranteed payments of the Noteholders’ Interest Distributable Amount (net of
any interest shortfall resulting from the application of the Soldiers’ and
Sailors’ Civil Relief Act of 1940, as amended, or any similar state legislation
or regulations) and the Noteholders’ Parity Deficit Amount with respect to each
Distribution Date and the unpaid principal balance of the Notes on the Final
Schedule Distribution Date, all as more fully set forth in the Note Policy.


 


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


 


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


 


A-4-A-2

















 


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


 


	
   

  	
  AMERICREDIT AUTOMOBILE
  RECEIVABLES 

  TRUST 2003-A-M

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  DELAWARE, not in its individual capacity but 

  solely as Owner Trustee under the Trust 

  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
  Date: April 16, 2003

  	
  JPMORGAN CHASE BANK,
  not in its individual 

  capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signer

  



 


A-4-A-3

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-4-A 3.10% Asset Backed Notes (herein called the “Class
A-4-A Notes”), all issued under an Indenture dated as of April 10, 2003
(such indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and JPMorgan Chase Bank, as trustee (the “Trustee,”
which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any
successor Trust Collateral Agent) to which Indenture and all indentures supplemental
thereto reference is hereby made for a state­ment of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the
Notes.  The Notes are subject to all
terms of the Indenture.  All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


 


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


 


Principal of the Class A-4-A Notes will be payable on each Distribution
Date in an amount described on the face hereof. “Distribution Date” means the
sixth day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing May 6, 2003.  The term “Distribution Date,” shall be deemed to include
the Final Scheduled Distribution Date.


 


As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to the Indenture.  As described above, a portion of the unpaid
principal balance of this Note shall be due and payable on the Redemption Date,
if any.  Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable (i) on
the date on which an Event of Default shall have occurred and be continuing if
the Security Insurer has declared the Notes to be immediately due and payable
in the manner provided in the Indenture, so long as an Insurer Default shall
not have occurred and be continuing or (ii) if an Insurer Default shall have
occurred and be continuing, on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing at least 66-2/3% of the Outstanding Amount of the Notes have
declared the Notes to be immediately due and payable in the manner provided in
the Indenture.  All principal payments
on the Class A-4-A Notes shall be made pro rata to the Class A-4-A Noteholders
entitled thereto.


 


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


 


A-4-A-4

















 


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


 


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


 


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


 


Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the Trustee or the Owner
Trustee in its individual capacity, (b) any owner of a beneficial interest in
the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or
employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Seller, the Servicer, the Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Trustee and the Owner Trustee have no such obligations in
their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call


 


A-4-A-5

















 


owing to such entity, and (ii) to treat the Notes as indebtedness for
purposes of federal income, state and local income and franchise and any other
income taxes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither Deutsche Bank Trust
Company Delaware in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be


 


A-4-A-6

















 


personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on, or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of
the Issuer.  The Holder of this Note by
the acceptance hereof agrees that except as expressly provided in the Indenture
or the Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.


 


A-4-A-7

















 


ASSIGNMENT


 


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


 


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


(name and address
of assignee)


 


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


 


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 












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


 


A-4-A-8

















 


EXHIBIT A-4-B


 


	
  REGISTERED

  	
  $146,500,000

  



 


No. RB-A-4-B


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


CUSIP NO. 03061N
GE 3


 


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


 


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


 


AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2003-A-M


 


CLASS A-4-B
FLOATING RATE ASSET BACKED NOTE


 


AmeriCredit Automobile Receivables Trust 2003-A-M, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of ONE HUNDRED FORTY-SIX
MILLION FIVE HUNDRED THOUSAND DOLLARS payable on each Distribution Date in an
amount equal to the result obtained by multiplying (i) a fraction the numerator
of which is $146,500,000 and the denominator of which is $146,500,000 by (ii)
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A-4-B Notes pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be
due and payable on November 6, 2009 Distribution Date (the “Final Scheduled
Distribution Date”).  The Issuer
will pay interest on this Note at the rate per annum equal to LIBOR plus 0.47%
on each Distribution Date until the principal of this Note is paid or made
available for payment.  Interest on this
Note will accrue for each Distribution Date from the most recent Distribution
Date on which interest has been paid to but excluding such Distribution Date
or, if no interest has yet been paid, from April 16, 2003.  Interest will be computed on the basis of a
360-day year and the actual number of days in the related Interest Period.  Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.


 


A-4-B-1

















 


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 first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


The Notes are entitled to the benefits of a note guaranty insurance
policy (the “Note Policy”) issued by MBIA Insurance Corporation (the “Security
Insurer”), pursuant to which the Security Insurer has unconditionally
guaranteed payments of the Noteholders’ Interest Distributable Amount (net of
any interest shortfall resulting from the application of the Soldiers’ and
Sailors’ Civil Relief Act of 1940, as amended; or any similar state legislation
or regulations) and the Noteholders’ Parity Deficit Amount with respect to each
Distribution Date and the unpaid principal balance of the Notes on the Final
Schedule Distribution Date, all as more fully set forth in the Note Policy.


 


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


 


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


 


A-4-B-2

















 


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


 


 


	
   

  	
  AMERICREDIT AUTOMOBILE
  RECEIVABLES 

  TRUST 2003-A-M

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  DELAWARE, not in its individual capacity but 

  solely as Owner Trustee under the Trust 

  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
  Date: April 16, 2003

  	
  JPMORGAN CHASE BANK,
  not in its individual 

  capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signer

  



 


A-4-B-3

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-4-B Floating Rate Asset Backed Notes (herein called
the “Class A-4-B Notes”), all issued under an Indenture dated as of
April 10, 2003 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and JPMorgan Chase Bank, as trustee
(the “Trustee,” which term includes any successor Trustee under the
Indenture) and as trust collateral agent (the “Trust Collateral Agent”),
which term includes any successor Trust Collateral Agent) to which Indenture and
all indentures supplemental thereto reference is hereby made for a state­ment
of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes.  The Notes
are subject to all terms of the Indenture. 
All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.


 


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


 


Principal of the Class A-4-B Notes will be payable on each Distribution
Date in an amount described on the face hereof.  “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day,
commencing May 6, 2003.  The term “Distribution
Date,” shall be deemed to include the Final Scheduled Distribution Date.


 


As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to the Indenture.  As described above, a portion of the unpaid
principal balance of this Note shall be due and payable on the Redemption Date,
if any.  Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable (i) on
the date on which an Event of Default shall have occurred and be continuing if
the Security Insurer has declared the Notes to be immediately due and payable
in the manner provided in the Indenture, so long as an Insurer Default shall
not have occurred and be continuing or (ii) if an Insurer Default shall have
occurred and be continuing, on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes representing
at least 66-2/3% of the Outstanding Amount of the Notes have declared the Notes
to be immediately due and payable in the manner provided in the Indenture.  All principal payments on the Class A-4-B
Notes shall be made pro rata to the Class A-4-B Noteholders entitled thereto.


 


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


 


A-4-B-4

















 


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


 


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


 


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


 


Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the Trustee or the Owner
Trustee in its individual capacity, (b) any owner of a beneficial interest in
the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or
employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Seller, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call


 


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owing to such entity, and (ii) to treat the Notes as indebtedness for
purposes of federal income, state and local income and franchise and any other
income taxes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither Deutsche Bank Trust
Company Delaware in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be


 


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personally liable for, nor shall recourse be had to any of them for,
the payment of principal of or interest on, or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of
the Issuer.  The Holder of this Note by
the acceptance hereof agrees that except as expressly provided in the Indenture
or the Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.


 


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ASSIGNMENT


 


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


 


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


(name and address
of assignee)


 


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


 


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 












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


 


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SCHEDULE A



REPRESENTATIONS AND WARRANTIES OF THE ISSUER


 


Representations and
Warranties Regarding the Receivables:


 


1.                                       Security
Interest in Financed Vehicle.  This Indenture creates a valid and continuing
security interest (as defined in the applicable UCC) in the Receivables in
favor of the Trust Collateral Agent, which security interest is prior to all
other Liens, and is enforceable as such as against creditors of and purchasers
from the Seller.


 


2.                                       All
Filings Made.  The Issuer has caused or will have caused, within ten
days of the Closing Date, the filing of all appropriate financing statements in
the proper filing office in the State of Delaware under applicable law in order
to perfect the security interest in the Receivables granted to the Trust
Collateral Agent hereunder.


 


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


 


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


 


5.                                       Good
Title.  Immediately prior to the
pledge of the Receivables to the Trust Collateral Agent pursuant to this
Indenture, the Issuer was the sole owner thereof and had good and indefeasible
title thereto, free of any Lien and, upon execution and delivery of this
Agreement, the Trust shall have good and indefeasible title to and will be the
sole owner of such Receivables, free of any Lien.  No Dealer or Third-Party Lender has a participation in, or other
right to receive, proceeds of any Receivable. 
The Issuer has not taken any action to convey any right to any Person
that would result in such Person having a right to payments received under the
related Insurance Policies or the related Dealer Agreements, Auto Loan Purchase
and Sale Agreements, Dealer Assignments or Third-Party Lender Assignments or to
payments due under such Receivables.


 


Representations and
Warranties Regarding the Swap Collateral:


 


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


 


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


 


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


 


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


 


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


 


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


 


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