Exhibit
4.2


EXECUTION
COPY


 




 





 


AMENDED AND
RESTATED


 


TRUST AGREEMENT


 


 


between


 


 


AFS SENSUB CORP.


Seller


 


 


and


 


 


DEUTSCHE BANK
TRUST COMPANY DELAWARE


Owner Trustee


 


 


Dated as of April
10, 2003


 




 




















 


TABLE OF CONTENTS


 


	
  ARTICLE I. DEFINITIONS

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.1.

  	
  Capitalized Terms

  
	
   

  	
  SECTION 1.2.

  	
  Other Definitional Provisions

  
	
   

  
	
  ARTICLE
  II. ORGANIZATION

  
	
   

  
	
   

  	
  SECTION 2.1.

  	
  Name

  
	
   

  	
  SECTION 2.2.

  	
  Office

  
	
   

  	
  SECTION 2.3.

  	
  Purposes and Powers

  
	
   

  	
  SECTION 2.4.

  	
  Appointment of Owner Trustee

  
	
   

  	
  SECTION 2.5.

  	
  Initial Capital Contribution of Trust
  Estate

  
	
   

  	
  SECTION 2.6.

  	
  Declaration of Trust

  
	
   

  	
  SECTION 2.7.

  	
  Title to Trust Property

  
	
   

  	
  SECTION 2.8.

  	
  Situs of Trust

  
	
   

  	
  SECTION 2.9.

  	
  Representations and Warranties of the
  Depositor

  
	
   

  	
  SECTION 2.10.

  	
  Covenants of the Certificateholder

  
	
   

  	
  SECTION 2.11.

  	
  Federal Income Tax Treatment of the Trust

  
	
   

  	
  SECTION 2.12.

  	
  [Reserved]

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III. CERTIFICATE AND TRANSFER OF INTEREST

  
	
   

  
	
   

  	
  SECTION 3.1.

  	
  Initial Ownership

  
	
   

  	
  SECTION 3.2.

  	
  The Certificate

  
	
   

  	
  SECTION 3.3.

  	
  Authentication of Certificate

  
	
   

  	
  SECTION 3.4.

  	
  Registration of Transfer and Exchange of
  Certificate

  
	
   

  	
  SECTION 3.5.

  	
  Mutilated, Destroyed, Lost or Stolen
  Certificates

  
	
   

  	
  SECTION 3.6.

  	
  Persons Deemed Certificateholders

  
	
   

  	
  SECTION 3.7.

  	
  Maintenance of Office or Agency

  
	
   

  	
  SECTION 3.8.

  	
  Disposition in Whole But Not in Part

  
	
   

  	
  SECTION 3.9.

  	
  ERISA Restrictions

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS

  
	
   

  
	
   

  	
  SECTION 4.1.

  	
  Prior Notice to Holder with Respect to
  Certain Matters

  
	
   

  	
  SECTION 4.2.

  	
  Action by Certificateholder with Respect to
  Certain Matters

  
	
   

  	
  SECTION 4.3.

  	
  Restrictions on Certificateholder’s Power

  
	
   

  	
  SECTION 4.4.

  	
  Rights of Security Insurer

  
	
   

  	
  SECTION 4.5.

  	
  Action with Respect to Bankruptcy Action

  
	
   

  	
  SECTION 4.6.

  	
  Covenants and Restrictions on Conduct of
  Business

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V. AUTHORITY AND DUTIES OF OWNER TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.1.

  	
  General Authority

  
	
   

  	
  SECTION 5.2.

  	
  General Duties

  
	
   

  	
  SECTION 5.3.

  	
  Action upon Instruction

  
	
   

  	
  SECTION 5.4.

  	
  No Duties Except as Specified in this
  Agreement or in Instructions

  



 

















 


	
   

  	
  SECTION 5.5.

  	
  No Action Except under Specified Documents
  or Instructions

  
	
   

  	
  SECTION 5.6.

  	
  Restrictions

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI.
  CONCERNING THE OWNER TRUSTEE

  
	
   

  
	
   

  	
  SECTION 6.1.

  	
  Acceptance of Trusts and Duties

  
	
   

  	
  SECTION 6.2.

  	
  Furnishing of Documents

  
	
   

  	
  SECTION 6.3.

  	
  Representations and Warranties

  
	
   

  	
  SECTION 6.4.

  	
  Reliance; Advice of Counsel.

  
	
   

  	
  SECTION 6.5.

  	
  Not Acting in Individual Capacity

  
	
   

  	
  SECTION 6.6.

  	
  Owner Trustee Not Liable for Certificate or
  Receivables

  
	
   

  	
  SECTION 6.7.

  	
  Owner Trustee May Own Notes

  
	
   

  	
  SECTION 6.8.

  	
  Payments from Owner Trust Estate

  
	
   

  	
  SECTION 6.9.

  	
  Doing Business in Other Jurisdictions

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII. COMPENSATION OF OWNER TRUSTEE

  
	
   

  
	
   

  	
  SECTION 7.1.

  	
  Owner Trustee’s Fees and Expenses

  
	
   

  	
  SECTION 7.2.

  	
  Indemnification

  
	
   

  	
  SECTION 7.3.

  	
  Payments to the Owner Trustee

  
	
   

  	
  SECTION 7.4.

  	
  Non-recourse Obligations

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII. TERMINATION OF TRUST AGREEMENT

  
	
   

  
	
   

  	
  SECTION 8.1.

  	
  Termination of Trust Agreement.

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

  
	
   

  
	
   

  	
  SECTION 9.1.

  	
  Eligibility Requirements for Owner Trustee

  
	
   

  	
  SECTION 9.2.

  	
  Resignation or Removal of Owner Trustee

  
	
   

  	
  SECTION 9.3.

  	
  Successor Owner Trustee

  
	
   

  	
  SECTION 9.4.

  	
  Merger or Consolidation of Owner Trustee

  
	
   

  	
  SECTION 9.5.

  	
  Appointment of Co-Trustee or Separate
  Trustee

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X. MISCELLANEOUS

  
	
   

  
	
   

  	
  SECTION 10.1.

  	
  Supplements and Amendments

  
	
   

  	
  SECTION 10.2.

  	
  No Legal Title to Owner Trust Estate in
  Certificateholder

  
	
   

  	
  SECTION 10.3.

  	
  Limitations on Rights of Others

  
	
   

  	
  SECTION 10.4.

  	
  Notices

  
	
   

  	
  SECTION 10.5.

  	
  Severability

  
	
   

  	
  SECTION 10.6.

  	
  Separate Counterparts

  
	
   

  	
  SECTION 10.7.

  	
  Assignments; Security Insurer

  
	
   

  	
  SECTION 10.8.

  	
  No Recourse

  
	
   

  	
  SECTION 10.9.

  	
  Headings

  
	
   

  	
  SECTION 10.10.

  	
  GOVERNING LAW

  
	
   

  	
  SECTION 10.11.

  	
  Servicer

  



 


ii

















 


EXHIBITS


 


	
  Exhibit A

  	
  Form of Certificate

  
	
  Exhibit B

  	
  Form of
  Certificate of Trust

  



 


iii

















 


This AMENDED AND RESTATED
TRUST AGREEMENT dated as of April 10, 2003 between AFS SENSUB CORP., a Nevada
corporation (the “Seller”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a
Delaware banking corporation, as Owner Trustee, amends and restates in its
entirety that certain Trust Agreement dated as of January 23, 2003 between the
Seller and the Owner Trustee.


 


ARTICLE I.


 


Definitions


 


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


 


“AmeriCredit”
shall mean AmeriCredit Financial Services, Inc.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Corporate Trust
Office” shall mean, with respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee located at E.A. Delle Donne
Corporate Center, Montgomery Building, 1011 Centre Road, Suite 200, Wilmington,
Delaware 19805, with a copy of all notices and other documents to be also
furnished to Deutsche Bank Trust Company Americas, 100 Plaza One, Jersey City,
New Jersey 07310, Attention:  Corporate
Trust Agency, Structured Finance, 6th floor, or at such other address as the Owner
Trustee may designate by notice to the Depositor, or the principal corporate
trust office of any successor Owner Trustee (the address of which the successor
owner trustee will notify the Depositor).


 

















 


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


 


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


 


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


 


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


 


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


 


“Indenture” shall
mean the Indenture dated as of April 10, 2003, among the Issuer and JPMorgan
Chase Bank, as Trust Collateral Agent and Trustee, as the same may be amended
and supplemented from time to time.


 


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


 


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


 


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


 


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


 


“Sale and Servicing
Agreement” shall mean the Sale and Servicing Agreement dated as of April
10, 2003, among the Trust, the Seller, AmeriCredit Financial Services,
Inc.,  the Trust Collateral Agent and
Systems & Services Technologies, Inc., as Backup servicer, as the same may
be amended and supplemented from time to time.


 


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


 


“Security Insurer”
shall mean MBIA Insurance Corporation, or its successor in interest.


 


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


 


2

















 


“Spread Account
Agreement” shall mean the Spread Account Agreement dated as of April 10,
2003, among the Trust, the Security Insurer, the Collateral Agent, the Trustee
and the Trust Collateral Agent, as the same may be amended, supplemented or
otherwise modified in accordance with the terms thereof.


 


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


 


“Swap Agreements” means the ISDA Master Agreements dated April
16, 2003 between the Trust and the applicable Swap Provider, including the
Schedule thereto, the Credit Support Annex thereto, the Confirmation 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
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 Swap Provider unless the
Swap Agreement has terminated as a result of an event of default or a
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 Insurer.


 


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


 


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


 


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


 


SECTION 1.2.                   Other
Definitional Provisions.


 


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


 


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


 


(c)                              As used in this Agreement
and in any certificate or other document made or delivered pursuant hereto or
thereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this
Agreement or in any such certificate or other document to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles as in effect on the date


 


3

















 


of this Agreement or any such certificate or other document, as
applicable.  To the extent that the
definitions of accounting terms in this Agreement or in any such certificate or
other document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Agreement or
in any such certificate or other document shall control.


 


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


 


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


 


ARTICLE II.


 


Organization


 


SECTION 2.1.                   Name.  There is hereby formed a trust to be known
as “AmeriCredit Automobile Receivables Trust 2003-A-M,” in which name the Owner
Trustee may conduct the business of the Trust, make and execute contracts and
other instruments on behalf of the Trust and sue and be sued.


 


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


 


SECTION 2.3.                   Purposes
and Powers.


 


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


 


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


 


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


 


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


 


4

















 


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


 


(v)                                 to
engage in those activities, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or are incidental
thereto or connected therewith (including the sale, from time to time, of
Receivables at the Direction of the Servicer pursuant to Section 4.3(c) of the
Sale and Servicing Agreement; and


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.7.                   Title
to Trust Property.


 


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


 


5

















 


deemed to be vested in the Owner Trustee, a co-trustee and/or a
separate trustee, as the case may be.


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                             No Consent Required.  No consent, license, approval or
authorization or registration or declaration with, any Person or with any
governmental authority, bureau or 


 


6

















 


agency is required in connection with the execution, delivery or
performance of this Agreement and the Basic Documents, except for such as have
been obtained, effected or made.


 


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


 


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


 


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


 


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


 


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


 


7

















 


SECTION 2.11.             Federal
Income Tax Treatment of the Trust.


 


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


 


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


 


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


 


SECTION 2.12.             [Reserved]


 


ARTICLE III.


 


Certificate and Transfer
of Interest


 


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


 


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


 


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


 


8

















 


evidence that such Certificate shall have been duly authenticated and
delivered hereunder.  The Certificate
shall be dated the date of its authentication.


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.5.                   Mutilated,
Destroyed, Lost or Stolen Certificates. 
If (a) any mutilated Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (b) there
shall be delivered to the Certificate Registrar, the Owner Trustee and (unless
an Insurer Default shall have occurred and be continuing) the Security Insurer,
such security or indemnity as may be required by them to save each of them
harmless, then in the absence of notice that such Certificate shall have been
acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust
shall execute and the Owner Trustee, or Deutsche Bank Trust Company Americas,
as the Owner Trustee’s authenticating agent, shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a 


 


9

















 


new Certificate of like class, tenor and denomination.  In connection with the issuance of any new
Certificate under this Section, the Owner Trustee or the Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to
this Section shall constitute conclusive evidence of an ownership interest in
the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.


 


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


 


SECTION 3.7.                   Maintenance
of Office or Agency.  The Owner
Trustee shall maintain in New York, an office or offices or agency or agencies
where the Certificate may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Owner Trustee in respect
of the Certificate and the Basic Documents may be served.   The Owner Trustee initially designates
Deutsche Bank Trust Company Americas, 280 Park Avenue, MSNY307-0918, New York,
NY 10017, as its principal corporate trust office for such purposes.  The Owner Trustee shall give prompt written
notice to the Depositor, the Certificateholder and (unless an Insurer Default
shall have occurred and be continuing) the Security Insurer of any change in
the location of the Certificate Register or any such office or agency.


 


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


 


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


 


10

















 


ARTICLE IV.


 


Voting Rights and Other
Actions


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 4.3.                   Restrictions
on Certificateholder’s Power.


 


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


 


11

















 


(b)                             The Certificateholder shall
not have any right by virtue or by availing itself of any provisions of this
Agreement to institute any suit, action, or proceeding in equity or at law upon
or under or with respect to this Agreement or any Basic Document, unless the
Certificateholder is the Instructing Party pursuant to Section 5.3 and unless
the Certificateholder previously shall have given to the Owner Trustee a
written notice of default and of the continuance thereof, as provided in this
Agreement, and also unless Certificateholder shall have made written request
upon the Owner Trustee to institute such action, suit or proceeding in its own
name as Owner Trustee under this Agreement and shall have offered to the Owner
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Owner Trustee, for
30 days after its receipt of such notice, request, and offer of indemnity,
shall have neglected or refused to institute any such action, suit, or
proceeding, and during such 30-day period no request or waiver inconsistent
with such written request has been given to the Owner Trustee pursuant to and
in compliance with this Section or Section 5.3.  For the protection and enforcement of the provisions of this
Section, the Certificateholder and the Owner Trustee shall be entitled to such
relief as can be given either at law or in equity.


 


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


 


SECTION 4.5.                   Action
with Respect to Bankruptcy Action


 


(a)                              The Trust shall not,
without the prior written consent of the Owner Trustee, (a) institute any
proceedings to adjudicate the Trust a bankrupt or insolvent, (b) consent to the
institution of bankruptcy or insolvency proceedings against the Trust, (c) file
a petition seeking or consenting to reorganization or relief under any
applicable federal or state law relating to bankruptcy with respect to the
Trust, (d) consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Trust or a substantial
part of its property, (e) make any assignment for the benefit of the Trust’s
creditors; (f) cause the Trust to admit in writing its inability to pay its
debts generally as they become due; or (g) take any action in furtherance of
any of the foregoing (any of the above foregoing actions, a “Bankruptcy
Action”).  In considering whether to
give or withhold written consent to the Bankruptcy Action by the Trust, the
Owner Trustee, with the consent of the Certificateholders (hereby given, which
consent the Certificateholders believe to be in the best interests of
Certificateholders and the Trust), shall consider the interest of the
Noteholders and the Security Insurer in addition to the interests of the Trust
and whether the Trust is insolvent; provided, however, that the
Owner Trustee shall not be deemed to owe any fiduciary duty to the Noteholders
or the Security Insurer.  The Owner
Trustee shall have no duty to give such written consent to Bankruptcy Action by
the Trust if the Owner Trustee shall not have been furnished (at the expense of
the Trust) or the Person that requested that such letter be furnished to the
Owner Trustee) a letter from an independent accounting firm of national
reputation stating that in the opinion of such firm the 


 


12

















 


Trust is then insolvent.  The
Owner Trustee (as such and in its individual capacity) shall not be personally
liable to any Person on account of the Owner Trustee’s good faith reliance on
the provisions of this Section or in connection with the Owner Trustee’s giving
prior written consent to Bankruptcy Action by the Trust in accordance herewith,
or withholding such consent, in good faith, and neither the Trust nor any
Certificateholder shall have any claim for breach of fiduciary duty or
otherwise against the Owner Trustee (as such and in its individual capacity)
for giving or withholding its consent to any such Bankruptcy Action.


 


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


 


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


 


SECTION 4.6.                   Covenants
and Restrictions on Conduct of Business.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE V.


 


Authority and Duties of
Owner Trustee


 


SECTION 5.1.                   General
Authority.


 


(a)                              The Owner Trustee is
authorized and directed to execute and deliver the Basic Documents to which the
Trust is named as a party and each certificate or other document attached as an
exhibit to or contemplated by the Basic Documents to which the Trust is named
as 


 


14

















 


a party and any amendment thereto, in each case, in such form as the
Depositor shall approve as evidenced conclusively by the Owner Trustee’s
execution thereof, and on behalf of the Trust, to direct the Indenture Trustee
to authenticate and deliver Class A-1 Notes in the aggregate principal amount
of $188,000,000, Class A-2-A Notes in the aggregate principal amount of
$186,000,000, Class A-2-B Notes in the aggregate principal amount of
$186,000,000, Class A-3-A Notes in the aggregate principal amount of
$73,500,000, Class A-3-B Notes in the aggregate principal amount of
$73,500,000, Class A-4-A Notes in the aggregate principal amount of
$146,500,000 and Class A-4-B Notes in the aggregate principal amount of
$146,500,000.  In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust pursuant to the Basic Documents.  The Owner Trustee is further authorized from
time to time to take such action as the Instructing Party recommends with respect
to the Basic Documents so long as such activities are consistent with the terms
of the Basic Documents.


 


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


 


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


 


SECTION 5.3.                   Action
upon Instruction.


 


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


 


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


 


(c)                              Whenever the Owner Trustee
is unable to decide between alternative courses of action permitted or required
by the terms of this Agreement or any Basic Document, the Owner Trustee shall
promptly give notice (in such form as shall be appropriate under the


 


15

















 


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


 


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


 


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


 


SECTION 5.5.                   No
Action Except under Specified Documents or Instructions.  The Owner Trustee shall not manage, control,
use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate
except (i) in accordance with the powers granted to and the 


 


16

















 


authority conferred upon the Owner Trustee pursuant to this Agreement,
(ii) in accordance with the Basic Documents and (iii) in accordance with any
document or instruction delivered to the Owner Trustee pursuant to Section 5.3.


 


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


 


ARTICLE VI.


 


Concerning the Owner
Trustee


 


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


 


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


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                              Neither the execution nor
the delivery by it of this Agreement, nor the consummation by it of the
transactions contemplated hereby nor compliance by it with any of the terms or
provisions hereof will contravene any federal or Delaware state law,
governmental rule


 


18

















 


or regulation governing the banking or trust powers of the Owner
Trustee or any judgment or order binding on it, or constitute any default under
its charter documents or by-laws or any indenture, mortgage, contract,
agreement or instrument to which it is a party or by which any of its
properties may be bound.


 


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


 


SECTION 6.4.
                  Reliance;
Advice of Counsel.


 


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


 


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


 


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


 


19

















 


SECTION 6.6.                   Owner
Trustee Not Liable for Certificate or Receivables.  The recitals contained herein and in the
Certificate (other than the signature and countersignature of the Owner Trustee
on the Certificate) shall be taken as the statements of the Depositor and the
Owner Trustee assumes no responsibility for the correctness thereof.  The Owner Trustee makes no representations
as to the validity or sufficiency of this Agreement, of any Basic Document or
of the Certificate (other than the signature and countersignature of the Owner
Trustee on the Certificate) or the Notes, or of any Receivable or related
documents.  The Owner Trustee shall at
no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Receivable, or the perfection and
priority of any security interest created by any Receivable in any Financed
Vehicle or the maintenance of any such perfection and priority, or for or with
respect to the sufficiency of the Owner Trust Estate or its ability to generate
the payments to be distributed to Certificateholder under this Agreement or the
Noteholders under the Indenture, including, without limitation:  the existence, condition and ownership of
any Financed Vehicle; the existence and enforceability of any insurance
thereon; the existence and contents of any Receivable on any computer or other
record thereof; the validity of the assignment of any Receivable to the Trust
or of any intervening assignment; the completeness of any Receivable; the
performance or enforcement of any Receivable; the compliance by the Depositor,
the Servicer or any other Person with any warranty or representation made under
any Basic Document or in any related document or the accuracy of any such
warranty or representation or any action of the Trustee or the Servicer or any
subservicer taken in the name of the Owner Trustee.


 


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


 


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


 


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


 


20

















 


than the State of Delaware for causes of action arising from acts
unrelated to the consummation of the transactions by Deutsche Bank Trust Company
Delaware (or any successor thereto) or the Owner Trustee, as the case may be,
contemplated hereby.


 


ARTICLE VII.


 


Compensation of Owner Trustee


 


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


 


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


 


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


 


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


 


21

















 


ARTICLE VIII.


 


Termination of Trust
Agreement


 


SECTION 8.1.                   Termination
of Trust Agreement.


 


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


 


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


 


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


 


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


 


22

















 


year after the second notice all the Certificate shall not have been
surrendered for cancellation, the Owner Trustee may take appropriate steps, or
may appoint an agent to take appropriate steps, to contact the
Certificateholder concerning surrender of its Certificate, and the cost thereof
shall be paid out of the funds and other assets that shall remain subject to
this Agreement.  Any funds remaining in
the Trust after exhaustion of such remedies shall be distributed, subject to
applicable escheat laws, by the Owner Trustee to the Holder.


 


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


 


ARTICLE IX.


 


Successor Owner Trustees and Additional Owner Trustees


 


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


 


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


 


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


 


23

















 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


to the contrary notwithstanding; provided, further, that
the Owner Trustee shall mail notice of such merger or consolidation to the
Rating Agencies and the Security Insurer.


 


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


 


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


 


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


 


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


 


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


 


Any notice, request or
other writing given to the Owner Trustee shall be deemed to have been given to
each of the then separate trustees and co-trustees, as effectively as if given
to each of them.  Every instrument appointing
any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article.  Each
separate trustee and co-trustee, upon its acceptance of the trusts conferred,
shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Owner Trustee or separately, as may be 


 


25

















 


provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the Owner
Trustee.  Each such instrument shall be
filed with the Owner Trustee and a copy thereof given to the Servicer and the
Security Insurer.


 


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


 


ARTICLE X.


 


Miscellaneous


 


SECTION 10.1.             Supplements
and Amendments.


 


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


 


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


 


26

















 


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


 


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


 


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


 


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


 


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


 


SECTION 10.4.             Notices.


 


(a)                              Unless otherwise expressly
specified or permitted by the terms hereof, all notices shall be in writing and
shall be deemed given upon receipt personally delivered, delivered by overnight
courier or mailed first class mail or certified mail, in each case return
receipt requested, and shall be deemed to have been duly given upon receipt, if
to the Owner Trustee, addressed to the Corporate Trust Office; if to the
Depositor, addressed to AFS SenSub Corp., 639 Isbell Road, Suite 390 Reno,
Nevada 89509, Attention: Chief Financial Officer, with a copy to AFS SenSub
Corp., c/o AmeriCredit Financial Services, Inc., as Administrator, 801 Cherry
Street, Suite 3900, Fort Worth, Texas 76102, Attention: Chief Financial
Officer; if to the Security Insurer, addressed to Security Insurer, MBIA
Insurance Corporation, 113 King Street, 


 


27

















 


Armonk, NY 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 MBIA
refers to an Event of Default, a claim on the Note Policy or with respect to
which failure on the part of MBIA 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”); or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 10.11.           Servicer.  The Servicer is authorized to prepare, or
cause to be prepared, execute and deliver on behalf of the Trust the Swap
Agreements and all such 


 


28

















 


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


 


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


 


 


[Remainder of page
intentionally left blank.]


 


29

















 


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


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY DELAWARE,

  
	
   

  	
  as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Robert T. Hastings

  	
   

  
	
   

  	
   

  	
  Name:
  Robert T. Hastings

  
	
   

  	
   

  	
  Title:  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AFS
  SENSUB CORP.,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Susan B. Sheffield

  	
   

  
	
   

  	
   

  	
  Name:
  Susan B. Sheffield

  
	
   

  	
   

  	
  Title:  Vice President, Structured Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED TO:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AMERICREDIT CORP.,

  	
   

  
	
  Solely with respect to Sections 7.1 and 7.2

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Beth
  Sorensen

  	
   

  	
   

  
	
   

  	
  Name: Beth Sorensen

  	
   

  	
   

  
	
   

  	
  Title: 
  Senior Vice President, Finance

  	
   

  	
   

  



 


 


[Amended and Restated
Trust Agreement]


 


30

















 


EXHIBIT
A


 


NUMBER


R-1


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


THIS CERTIFICATE IS NOT TRANSFERABLE,

EXCEPT UNDER THE LIMITED CONDITIONS

SPECIFIED IN THE TRUST AGREEMENT












ASSET BACKED CERTIFICATE


 


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


 


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


 


THIS CERTIFIES
THAT AFS SenSub Corp. is the registered owner of a nonassessable, fully-paid,
beneficial ownership interest in certain distributions of AmeriCredit
Automobile Receivables Trust 2003-A-M (the “Trust”) formed by AFS SenSub
Corp., a Nevada corporation (the “Seller”).


 


 


OWNER TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
  DEUTSCHE BANK TRUST
  COMPANY 

  DELAWARE

  not in its individual

  capacity but solely as

  Owner Trustee       or

  	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  DELAWARE

  not in its individual 

  capacity but solely as

  Owner Trustee  

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  DEUTSCHE BANK TRUST 

  COMPANY AMERICAS  

  	
   

  
	
  by:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  	
   

  
							



 

















 


The Trust was
created pursuant to a Trust Agreement dated as of January 23, 2003, as amended
and restated as of April 10, 2003 (the “Trust Agreement”), between the
Seller and Deutsche Bank Trust Company Delaware, as owner trustee (the “Owner
Trustee”), a summary of certain of the pertinent provisions of which is set
forth below.  To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Trust Agreement.


 


This is the duly
authorized Certificate designated as “Asset Backed Certificate” (herein
called the “Certificate”).  Also
issued under the Indenture, dated as of April 10, 2003, among the Trust,
JPMorgan Chase Bank, as trustee and indenture collateral agent, are seven
classes of Notes designated as “Class A-1 1.2975% Asset Backed Notes”
(the “Class A-1 Notes”), “Class A-2-A 1.67% Asset Backed Notes”
(the “Class A-2-A Notes”), “Class A-2-B Floating Rate Asset Backed
Notes” (the “Class A-2-B Notes”), “Class A-3-A 2.37% Asset Backed
Notes” (the “Class A-3-A Notes”), “Class A-3-B Floating Rate
Asset Backed Notes” (the “Class A-3-B Notes”), “Class A-4-A 3.10%
Asset Backed Notes” (the “Class A-4-A Notes”) and “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”).  This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the holder of this Certificate by
virtue of the acceptance hereof assents and by which such holder is bound.  The property of the Trust includes a pool of
retail installment sale contracts secured by new and used automobiles, vans or
light duty trucks (the “Receivables”), all monies due thereunder on or
after Cutoff Date, security interests in the vehicles financed thereby, certain
bank accounts and the proceeds thereof, proceeds from claims on certain
insurance policies and certain other rights under the Trust Agreement and the
Sale and Servicing Agreement, all right, to and interest of the Seller in and
to the Purchase Agreement dated as of April 10, 2003 among AmeriCredit
Financial Services, Inc. and the Seller and all proceeds of the foregoing.


 


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


 


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


 


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


 


A-2

















 


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


 


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


 


A-3

















 


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


 


	
   

  	
  AMERICREDIT
  AUTOMOBILE RECEIVABLES 

  TRUST 2003-A-M

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE
  BANK TRUST COMPANY

  DELAWARE

  
	
   

  	
   

  	
  not
  in its individual capacity but

  
	
   

  	
   

  	
  solely
  as Owner Trustee

  
	
   

  	
   

  	
   

  
	
  Dated: April 16,
  2003

  	
  By:

  	
   

  	
   

  



 


A-4

















 


(Reverse of Certificate)


 


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


 


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


 


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


 


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


 


The obligations
and responsibilities created by the Trust Agreement and the Trust created
thereby shall terminate upon the payment to the Certificateholder of all
amounts required to be paid to it pursuant to the Trust Agreement and the Sale
and Servicing Agreement and the disposition of all property held as part of the
Trust.  The Seller or the Servicer of
the Receivables may at its option purchase the corpus of the Trust at a price
specified in the Sale and Servicing Agreement, and such purchase of the
Receivables and other property of the Trust will effect 


 


A-5

















 


early retirement of the Certificate; however, such right of purchase is
exercisable, subject to certain restrictions, only as of the last day of any
Collection Period as of which the Pool Balance is 10% or less of the Original
Pool Balance.


 


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


 


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


 


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


 


A-6

















 


ASSIGNMENT


 


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


 


PLEASE INSERT SOCIAL
SECURITY


OR OTHER IDENTIFYING
NUMBER


OF ASSIGNEE


 


 


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


 


 


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


 


 


                                                           
Attorney to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
  *

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Guaranteed:

  	
   

  	
  *

  



 












*                                         NOTICE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Certificate in every particular, without alteration, enlargement or
any change whatever.  Such signature
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Certificate Registrar, which requirements include membership
or participation in STAMP or such other “signature guarantee program” as may be
determined by the Certificate Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 


A-7

















 


EXHIBIT B


 


 


FORM OF


 


CERTIFICATE OF TRUST


 


OF


 


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2003-A-M


 


THIS Certificate of Trust of AMERICREDIT AUTOMOBILE RECEIVABLES TRUST
2003-A-M (the “Trust”) is being duly executed and filed on behalf of the
Trust by the undersigned, as trustee, to form a statutory trust under the
Delaware Statutory Trust Act (12 Del. C. § 3801 et  seq.)
(the “Act”).


 


1.                                       Name.  The name of the statutory trust formed by
this Certificate of Trust is “AmeriCredit Automobile Receivables Trust
2003-A-M.”


 


2.                                       Delaware
Trustee.  The name and business
address of the trustee of the Trust in the State of Delaware is Deutsche Bank
Trust Company Delaware, 1011 Centre Road, Suite 200, Wilmington,
Delaware  19805-1266.


 


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


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY 

  DELAWARE, not in its

  
	
   

  	
  individual capacity but solely as trustee of the
  Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: