Exhibit
4.3


EXECUTION COPY


 


SALE AND SERVICING

AGREEMENT


 


 


among


 


 


AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2003-A-M,


 


Issuer,


 


 


AFS SENSUB CORP.,


 


Seller,


 


AMERICREDIT
FINANCIAL SERVICES, INC.,


 


Servicer,


 


 


JPMORGAN CHASE
BANK,


 


Trust Collateral
Agent


 


 


and


 


 


SYSTEMS &
SERVICES TECHNOLOGIES, INC.


 


Backup Servicer


 


 


Dated as of April
10, 2003


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I Definitions

  
	
  SECTION 1.1.

  	
  Definitions

  
	
  SECTION 1.2.

  	
  Other Definitional Provisions

  
	
   

  	
   

  
	
  ARTICLE II Conveyance of Receivables

  
	
  SECTION 2.1.

  	
  Conveyance of Receivables

  
	
  SECTION 2.2.

  	
  [Reserved]

  
	
  SECTION 2.3.

  	
  Further Encumbrance of Trust Property

  
	
   

  	
   

  
	
  ARTICLE III The Receivables

  
	
  SECTION 3.1.

  	
  Representations and Warranties of Seller

  
	
  SECTION 3.2.

  	
  Repurchase upon Breach

  
	
  SECTION 3.3.

  	
  Custody of Receivables Files

  
	
   

  	
   

  
	
  ARTICLE IV Administration and Servicing of
  Receivables

  
	
  SECTION 4.1.

  	
  Duties of the Servicer and the Backup
  Servicer

  
	
  SECTION 4.2.

  	
  Collection of Receivable Payments;
  Modifications of Receivables; Lockbox Agreements.

  
	
  SECTION 4.3.

  	
  Realization upon Receivables

  
	
  SECTION 4.4.

  	
  Insurance

  
	
  SECTION 4.5.

  	
  Maintenance of Security Interests in
  Vehicles

  
	
  SECTION 4.6.

  	
  Covenants, Representations, and Warranties
  of Servicer

  
	
  SECTION 4.7.

  	
  Purchase of Receivables Upon Breach of
  Covenant

  
	
  SECTION 4.8.

  	
  Total Servicing Fee; Payment of Certain
  Expenses by Servicer

  
	
  SECTION 4.9.

  	
  Preliminary Servicer’s Certificate and
  Servicer’s Certificate

  
	
  SECTION 4.10.

  	
  Annual Statement as to Compliance, Notice
  of Servicer Termination Event

  
	
  SECTION 4.11.

  	
  Annual Independent Accountants’ Report

  
	
  SECTION 4.12.

  	
  Access to Certain Documentation and
  Information Regarding Receivables

  
	
  SECTION 4.13.

  	
  Monthly Tape

  
	
  SECTION 4.14.

  	
  [Reserved]

  
	
  SECTION 4.15.

  	
  Fidelity Bond and Errors and Omissions
  Policy

  
	
   

  	
   

  
	
  ARTICLE V Trust Accounts; Distributions; Statements
  to Noteholders

  
	
  SECTION 5.1.

  	
  Establishment of Trust Accounts

  
	
  SECTION 5.2.

  	
  [Reserved]

  
	
  SECTION 5.3.

  	
  Certain Reimbursements to the Servicer

  
	
  SECTION 5.4.

  	
  Application of Collections

  
	
  SECTION 5.5.

  	
  Withdrawals from Spread Account

  
	
  SECTION 5.6.

  	
  Additional Deposits

  
	
  SECTION 5.7.

  	
  Distributions

  
	
  SECTION 5.8.

  	
  Note Distribution Account

  
	
  SECTION 5.9.

  	
  [Reserved]

  



 


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  SECTION 5.10.

  	
  Statements to Noteholders

  
	
  SECTION 5.11.

  	
  Optional Deposits by the Insurer

  
	
  SECTION 5.12

  	
  Determination of LIBOR

  
	
   

  	
   

  
	
  ARTICLE VI The Note Policy

  
	
  SECTION 6.1.

  	
  Claims Under Note Policy.

  
	
  SECTION 6.2.

  	
  Preference Claims Under Note Policy

  
	
  SECTION 6.3.

  	
  Surrender of Note Policy

  
	
   

  	
   

  
	
  ARTICLE VII The Seller

  
	
  SECTION 7.1.

  	
  Representations of Seller

  
	
  SECTION 7.2.

  	
  Corporate Existence

  
	
  SECTION 7.3.

  	
  Liability of Seller; Indemnities

  
	
  SECTION 7.4.

  	
  Merger or Consolidation of, or Assumption
  of the Obligations of, Seller

  
	
  SECTION 7.5.

  	
  Limitation on Liability of Seller and
  Others

  
	
  SECTION 7.6.

  	
  Ownership of the Certificates or Notes

  
	
   

  	
   

  
	
  ARTICLE VIII The Servicer and the Backup
  Servicer

  
	
  SECTION 8.1.

  	
  Representations of Servicer

  
	
  SECTION 8.2.

  	
  Representations of Backup Servicer

  
	
  SECTION 8.3.

  	
  Liability of Servicer and Backup Servicer;
  Indemnities

  
	
  SECTION 8.4.

  	
  Merger or Consolidation of, or Assumption
  of the Obligations of the Servicer or Backup Servicer

  
	
  SECTION 8.5.

  	
  Limitation on Liability of Servicer,
  Backup Servicer and Others

  
	
  SECTION 8.6.

  	
  Delegation of Duties

  
	
  SECTION 8.7.

  	
  Servicer and Backup Servicer Not to Resign

  
	
   

  	
   

  
	
  ARTICLE IX Default

  
	
  SECTION 9.1.

  	
  Servicer Termination Event

  
	
  SECTION 9.2.

  	
  Consequences of a Servicer Termination
  Event

  
	
  SECTION 9.3.

  	
  Appointment of Successor

  
	
  SECTION 9.4.

  	
  Notification to Noteholders

  
	
  SECTION 9.5.

  	
  Waiver of Past Defaults

  
	
   

  	
   

  
	
  ARTICLE X Termination

  
	
  SECTION 10.1.

  	
  Optional Purchase of All Receivables

  
	
   

  	
   

  
	
  ARTICLE XI Administrative Duties of the
  Servicer

  
	
  SECTION 11.1.

  	
  Administrative Duties

  
	
  SECTION 11.2.

  	
  Records

  
	
  SECTION 11.3.

  	
  Additional Information to be Furnished to
  the Issuer

  
	
   

  	
   

  
	
  ARTICLE XII Miscellaneous Provisions

  
	
  SECTION 12.1.

  	
  Amendment

  
	
  SECTION 12.2.

  	
  Protection of Title to Trust

  
	
  SECTION 12.3.

  	
  Notices

  



 


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  SECTION 12.4.

  	
  Assignment

  
	
  SECTION 12.5.

  	
  Limitations on Rights of Others

  
	
  SECTION 12.6.

  	
  Severability

  
	
  SECTION 12.7.

  	
  Separate Counterparts

  
	
  SECTION 12.8.

  	
  Headings

  
	
  SECTION 12.9.

  	
  Governing Law

  
	
  SECTION 12.10.

  	
  Assignment to Trustee

  
	
  SECTION 12.11.

  	
  Nonpetition Covenants

  
	
  SECTION 12.12.

  	
  Limitation of Liability of Owner Trustee
  and Trustee

  
	
  SECTION 12.13.

  	
  Independence of the Servicer

  
	
  SECTION 12.14.

  	
  No Joint Venture

  
	
  SECTION 12.15.

  	
  Replacement Swap Agreement

  
	
  SECTION 12.16.

  	
  Benefits of Sale and Servicing Agreement

  
	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
  Schedule A

  	
  Schedule of Receivables

  
	
  Schedule B

  	
  Representations and Warranties of the Seller
  and the Servicer

  
	
  Schedule C

  	
  Servicing Policies and Procedures

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
  Exhibit A

  	
  Form of Servicer’s Certificate

  
	
  Exhibit B

  	
  Form of Preliminary Servicer’s Certificate

  
	
   

  	
   

  
	
  ANNEXES

  	
   

  
	
  Annex A

  	
  Modified Backup Servicer Provisions

  
	
  Annex B

  	
  Performance Standards

  
			



 


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SALE AND SERVICING
AGREEMENT dated as of April 10, 2003, among AMERICREDIT AUTOMOBILE RECEIVABLES
TRUST 2003-A-M, a Delaware statutory trust (the “Issuer”), AFS SENSUB
CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL
SERVICES, INC., a Delaware corporation (the “Servicer”), JPMORGAN CHASE
BANK, a New York banking corporation, in its capacity as Trust Collateral
Agent, and SYSTEMS & SERVICES TECHNOLOGIES, INC., a Delaware corporation,
in its capacity as Backup Servicer.


 


WHEREAS the Issuer
desires to purchase a portfolio of receivables arising in connection with motor
vehicle retail installment sale contracts made by AmeriCredit Financial
Services, Inc. or acquired by AmeriCredit Financial Services, Inc. through
motor vehicle dealers and third party lenders;


 


WHEREAS the Seller has
purchased such receivables from AmeriCredit Financial Services, Inc. and is
willing to sell such receivables to the Issuer;


 


WHEREAS the Servicer  is willing to service all such receivables;


 


WHEREAS the Backup
Servicer is willing to provide backup servicing for all such receivables;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants herein contained, the parties hereto
agree as follows:


 


ARTICLE I



Definitions


 


SECTION 1.1.                       Definitions.  Whenever used in this Agreement, the
following words and phrases shall have the following meanings:


 


“Accelerated Payment
Amount Shortfall” means, with respect to any Distribution Date, the excess,
if any, of (i) the excess, if any, on such Distribution Date of the Pro Forma
Note Balance for such Distribution Date over the Required Pro Forma Note Balance
for such Distribution Date over (ii) the excess of amount of Available Funds on
such Distribution Date over the amounts payable on such Distribution Date
pursuant to Section 5.7(a)(i) through 
(vii).


 


“Accelerated Payment
Shortfall Notice” means, with respect to any Distribution Date, a written
notice specifying the Accelerated Payment Amount Shortfall for such
Distribution Date.


 


“Accelerated Principal
Amount” for a Distribution Date will equal the lesser of


 


(x)  the
sum of (i) excess, if any, of the amount of the total Available Funds on such
Distribution Date over the amounts payable on such Distribution Date pursuant
to clauses (i) through (vii) of Section 5.7(a) hereof plus (ii) amounts, if
any, available in accordance with the terms of the Spread Account Agreement;
and


 

















 


(y)  the
excess, if any, on such Distribution Date of (i) the Pro Forma Note Balance for
such Distribution Date over (ii) the Required Pro Forma Note Balance for such
Distribution Date.


 


“Accountants’ Report”
means the report of a firm of nationally recognized independent accountants
described in Section 4.11.


 


“Accounting Date”
means, with respect to any Collection Period the last day of such Collection
Period.


 


“Additional Funds
Available” means, with respect to any Distribution Date, the sum of (i) the
Spread Account Claim Amount, if any, received by the Trust Collateral Agent
with respect to such Distribution Date plus (ii) the Insurer Optional Deposit,
if any, received by the Trust Collateral Agent with respect to such Distribution
Date.


 


“Affiliate” means,
with respect to any specified Person, any other Person controlling or
controlled by or under common control with such specified Person.  For the purposes of this definition,
“control” when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


 


“Aggregate Principal
Balance” means, with respect to any date of determination, the sum of the
Principal Balances for all Receivables (other than (i) any Receivable that
became a Liquidated Receivable prior to the end of the related Collection
Period and (ii) any Receivable that became a Purchased Receivable prior to
the end of the related Collection Period) as of the date of determination.


 


“Agreement” means
this Sale and Servicing Agreement, as the same may be amended and supplemented
from time to time.


 


“AmeriCredit”
means AmeriCredit Financial Services, Inc.


 


“Amount Financed”
means, with respect to a Receivable, the aggregate amount advanced under such
Receivable toward the purchase price of the Financed Vehicle and any related
costs, including amounts advanced in respect of accessories, insurance
premiums, service and warranty contracts, other items customarily financed as
part of retail automobile installment sale contracts or promissory notes, and
related costs.


 


“Annual Percentage
Rate” or “APR” of a Receivable means the annual percentage rate of
finance charges or service charges, as stated in the related Contract.


 


“Auto Loan Purchase
and Sale Agreement” means any agreement between a Third-Party Lender and
AmeriCredit relating to the acquisition of Receivables from a Third Party
Lender by AmeriCredit.


 


“Available Funds”
means, with respect to any Distribution Date, the sum of (i) the Collected
Funds for the related Collection Period, (ii) all Purchase Amounts deposited in
the 


 


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Collection Account during
the related Collection Period, plus Investment Earnings with respect to the
Trust Accounts for the related Collection Period, (iii) following the
acceleration of the Notes pursuant to Section 5.2 of the Indenture, the amount
of money or property collected pursuant to Section 5.3 of the Indenture since
the preceding Distribution Date by the Trust Collateral Agent or Controlling
Party for distribution pursuant to Section 5.6 and Section 5.8 of the
Indenture, (iv) the proceeds of any purchase or sale of the assets of the Trust
described in Section 10.1 hereof and (v) any amounts received by the Trust
Collateral Agent pursuant to the Swap Agreements with respect to the Class
A-2-B Notes, Class A-3-B Notes and Class A-4-B Notes.


 


“Backup Servicer”
means Systems & Services Technologies, Inc. and any successors or assigns.


 


“Base Servicing Fee”
means, with respect to any Collection Period, the fee payable to the Servicer
for services rendered during such Collection Period, which shall be equal to:
(a) with respect to the Initial Servicer, 
one-twelfth of the Servicing Fee Rate multiplied by the Pool Balance as
of the opening of business on the first day of such Collection Period, (b) with
respect to the Backup Servicer as replacement Servicer, the amounts set forth
in Schedule 1 to Annex A hereto or such other amount agreed to in writing by
the Insurer and the Backup Servicer, and (c) with respect to any other
replacement Servicer, the amount agreed to by the Insurer in writing.


 


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


 


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


 


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


 


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


 


“Class” means the
Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3-A
Notes, the Class A-3-B Notes, the Class A-4-A Notes or the Class A-4-B Notes,
as the context requires.


 


“Class A-1 Notes”
has the meaning assigned to such term in the Indenture.


 


“Class A-2-A Notes”
has the meaning assigned to such term in the Indenture.


 


“Class A-2-B Notes”
has the meaning assigned to such term in the Indenture.


 


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“Class A-3-A Notes”
has the meaning assigned to such term in the Indenture.


 


“Class A-3-B Notes”
has the meaning assigned to such term in the Indenture.


 


“Class A-4-A Notes”
has the meaning assigned to such term in the Indenture.


 


“Class A-4-B Notes”
has the meaning assigned to such term in the Indenture.


 


“Closing Date”
means April 16, 2003.


 


“Collateral Agent”
means JPMorgan Chase Bank, in its capacity as Collateral Agent under the Spread
Account Agreement.


 


“Collateral Insurance”
shall have the meaning set forth in Section 4.4(a).


 


“Collected Funds”
means, with respect to any Collection Period, the amount of funds in the
Collection Account representing collections on the Receivables during such
Collection Period, including all Net Liquidation Proceeds collected during such
Collection Period (but excluding any Purchase Amounts).


 


“Collection Account”
means the account designated as such, established and maintained pursuant to
Section 5.1.


 


“Collection Period”
means, with respect to the first Distribution Date, the period beginning on the
close of business on April 10, 2003 and ending on the close of business on
April 30, 2003.  With respect to each
subsequent Distribution Date, “Collection Period” means the period beginning on
the close of business on the last day of the immediately preceding Collection
Period and ending on the close of business on the last day of the immediately
preceding calendar month.  Any amount
stated “as of the close of business of the last day of a Collection Period”
shall give effect to the following calculations as determined as of the end of
the day on such last day:  (i) all
applications of collections and (ii) all distributions.


 


“Collection Records”
means all manually prepared or computer generated records relating to
collection efforts or payment histories with respect to the Receivables.


 


“Computer Tape”
means the computer tapes or other electronic media furnished by the Servicer to
the Issuer and the Insurer and its assigns describing certain characteristics
of the Receivables as of the Cutoff Date.


 


“Contract” means a
motor vehicle retail installment sale contract or promissory note.


 


“Controlling Party”
means the Insurer, so long as no Insurer Default shall have occurred and be
continuing and the Trust Collateral Agent for the benefit of the Noteholders,
in the event the Insurer Default shall have occurred and be continuing.


 


“Corporate Trust
Office” means (i) with respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee, which at the time of execution of
this 


 


4

















 


agreement is E.A. Delle
Donne Corporate Center, Montgomery Building, 1011 Centre Road, Suite 200,
Wilmington, Delaware 19801, Attention: 
Corp. Trust Dept., (ii) with respect to the Trustee, the Trust
Collateral Agent and the Collateral Agent, the principal office thereof at
which at any particular time its corporate trust business shall be
administered, which at the time of execution of this agreement is 4 New York
Plaza, 6th Floor, New York, New York 10004, Attention: Institutional Trust
Services, AmeriCredit 2003-A-M.


 


“Cram Down Loss”
means, with respect to a Receivable that has not become a Liquidated
Receivable, if a court of appropriate jurisdiction in a proceeding related to
an Insolvency Event shall have issued an order reducing the amount owed on a
Receivable or otherwise modifying or restructuring the Scheduled Receivables
Payments to be made on a Receivable, an amount equal to (i) the excess of the
principal balance of such Receivable immediately prior to such order over the
principal balance of such Receivable as so reduced and/or (ii) if such court
shall have issued an order reducing the effective rate of interest on such
Receivable, the excess of the principal balance of such Receivable immediately
prior to such order over the net present value (using as the discount rate the
higher of the APR on such Receivable or the rate of interest, if any, specified
by the court in such order) of the Scheduled Receivables Payments as so
modified or restructured.  A “Cram
Down Loss” shall be deemed to have occurred on the date of issuance of such
order.


 


“Custodian” means
AmeriCredit and any other Person named from time to time as custodian in any
Custodian Agreement acting as agent for the Trust Collateral Agent, which
Person must be acceptable to the Controlling Party (the Custodian as of the
Closing Date is acceptable to the Insurer as of the Closing Date).


 


“Custodian Agreement”
means any Custodian Agreement from time to time in effect between the Custodian
named therein and the Trust Collateral Agent, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, which Custodian Agreement and any amendments, supplements or
modifications thereto shall be acceptable to the Controlling Party (the
Custodian Agreement which is effective on the Closing Date is acceptable to the
Controlling Party).


 


“Cutoff Date”
means April 10, 2003.


 


“Dealer” means a
dealer who sold a Financed Vehicle and who originated and assigned the
respective Receivable to AmeriCredit under a Dealer Agreement or pursuant to a
Dealer Assignment.


 


“Dealer Agreement”
means any agreement between a Dealer and AmeriCredit relating to the
acquisition of Receivables from a Dealer by AmeriCredit.


 


“Dealer Assignment”
means, with respect to a Receivable, the executed assignment executed by a
Dealer conveying such Receivable to AmeriCredit.


 


“Dealer Underwriting
Guide” means the underwriting manual used by AmeriCredit in the purchase of
Receivables as amended from time to time.


 


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“Deficiency Amount”
means, for any Distribution Date, an amount equal to the excess, if any of (a)
the sum, without duplication, of (i) the Noteholders’ Interest Distributable
Amount (net of any interest shortfall resulting from the application of the
Soldier’s and Sailor’s Civil Relief Act of 1940, as amended or any similar
state regulation or legislation), (ii) the Noteholders’ Parity Deficit Amount
for the related Distribution Date and (iii), if such Distribution Date was the
Final Scheduled Distribution Date for any Class, the unpaid principal amount of
such Class over (b) the sum of (i) the amount actually deposited into the Note
Distribution Account on such related Distribution Date and (ii) the Additional
Funds Available, if any, for such Distribution Date.


 


“Deficiency Notice”
shall have the meaning set forth in Section 5.5.


 


“Delivery” when
used with respect to Trust Account Property means:


 


(a)          with respect to bankers’
acceptances, commercial paper, negotiable certificates of deposit and other
obligations that constitute “instruments” within the meaning of Section
9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer
thereof to the Trust Collateral Agent or its nominee or custodian by physical
delivery to the Trust Collateral Agent or its nominee or custodian endorsed to,
or registered in the name of, the Trust Collateral Agent or its nominee or
custodian or endorsed in blank, and, with respect to a certificated security
(as defined in Section 8-102 of the UCC), transfer thereof (i) by delivery of
such certificated security endorsed to, or registered in the name of, the Trust
Collateral Agent or its nominee or custodian or endorsed in blank to a
financial intermediary (as defined in Section 8-313 of the UCC) and the making
by such financial intermediary of entries on its books and records identifying
such certificated securities as belonging to the Trust Collateral Agent or its
nominee or custodian and the sending by such financial intermediary of a
confirmation of the purchase of such certificated security by the Trust
Collateral Agent or its nominee or custodian, or (ii) by delivery thereof to a
“clearing corporation” (as defined in Section 8-102(3) of the UCC) and the
making by such clearing corporation of appropriate entries on its books
reducing the appropriate securities account of the transferor and increasing
the appropriate securities account of a financial intermediary by the amount of
such certificated security, the identification by the clearing corporation of
the certificated securities for the sole and exclusive account of the financial
intermediary, the maintenance of such certificated securities by such clearing
corporation or a “custodian bank” (as defined in Section 8-102(4) of the UCC)
or the nominee of either subject to the clearing corporation’s exclusive
control, the sending of a confirmation by the financial intermediary of the
purchase by the Trust Collateral Agent or its nominee or custodian of such
securities and the making by such financial intermediary of entries on its
books and records identifying such certificated securities as belonging to the
Trust Collateral Agent or its nominee or custodian (all of the foregoing,
“Physical Property”), and, in any event, any such Physical Property in
registered form shall be in the name of the Trust Collateral Agent or its
nominee or custodian; and such additional or alternative procedures as may
hereafter become appropriate to effect the complete transfer of ownership of
any such Trust Account Property to the Trust Collateral Agent or its nominee or
custodian, consistent with changes in applicable law or regulations or the
interpretation thereof;


 


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(b)         with respect to any
security issued by the U.S. Treasury, the Federal Home Loan Mortgage
Corporation or by the Federal National Mortgage Association that is a
book-entry security held through the Federal Reserve System pursuant to federal
book-entry regulations, the following procedures, all in accordance with
applicable law, including applicable Federal regulations and Articles 8 and 9
of the UCC: book-entry registration of such Trust Account Property to an
appropriate book-entry account maintained with a Federal Reserve Bank by a
financial intermediary which is also a “depository” pursuant to applicable
Federal regulations and issuance by such financial intermediary of a deposit
advice or other written confirmation of such book-entry registration to the
Trust Collateral Agent or its nominee or custodian of the purchase by the Trust
Collateral Agent or its nominee or custodian of such book-entry securities; the
making by such financial intermediary of entries in its books and records
identifying such book-entry security held through the Federal Reserve System
pursuant to Federal book-entry regulations as belonging to the Trust Collateral
Agent or its nominee or custodian and indicating that such custodian holds such
Trust Account Property solely as agent for the Trust Collateral Agent or its
nominee or custodian; and such additional or alternative procedures as may
hereafter become appropriate to effect complete transfer of ownership of any
such Trust Account Property to the Trust Collateral Agent or its nominee or
custodian, consistent with changes in applicable law or regulations or the
interpretation thereof; and


 


(c)          with respect to any item
of Trust Account Property that is an uncertificated security under Article 8 of
the UCC and that is not governed by clause (b) above, registration on the books
and records of the issuer thereof in the name of the financial intermediary, the
sending of a confirmation by the financial intermediary of the purchase by the
Trust Collateral Agent or its nominee or custodian of such uncertificated
security, the making by such financial intermediary of entries on its books and
records identifying such uncertificated certificates as belonging to the Trust
Collateral Agent or its nominee or custodian.


 


“Depositor” shall
mean the Seller in its capacity as Depositor under the Trust Agreement.


 


“Determination Date”
means, with respect to any Collection Period the second  Business Day preceding the Distribution Date
in the next calendar month and with respect to the first Distribution Date, May
2, 2003.


 


“Distribution Date”
means, with respect to each Collection Period, the sixth day of the following
calendar month, or, if such day is not a Business Day, the immediately
following Business Day, commencing May 6, 2003.


 


“Draw Date” means,
with respect to any Distribution Date, the second Business Day immediately
preceding such Distribution Date.


 


“Electronic Ledger”
means the electronic master record of the retail installment sales contracts or
installment loans of the Servicer.


 


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“Eligible Deposit
Account” means a segregated trust account with the corporate trust
department of a depository institution acceptable to the Insurer organized
under the laws of the United States of America or any one of the states thereof
or the District of Columbia (or any domestic branch of a foreign bank), having
corporate trust powers and acting as trustee for funds deposited in such
account, so long as any of the securities of such depository institution have a
credit rating from each Rating Agency in one of its generic rating categories
which signifies investment grade.


 


“Eligible Investments”
mean book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form which evidence:


 


(a)          direct obligations of,
and obligations fully guaranteed as to timely payment by, the United States of
America;


 


(b)         demand deposits, time
deposits or certificates of deposit of any depository institution or trust
company incorporated under the laws of the United States of America or any
state thereof or the District of Columbia (or any domestic branch of a foreign
bank) and subject to supervision and examination by federal or state banking or
depository institution authorities (including depository receipts issued by any
such institution or trust company as custodian with respect to any obligation
referred to in clause (a) above or portion of such obligation for the benefit
of the holders of such depository receipts); provided, however, that at the
time of the investment or contractual commitment to invest therein (which shall
be deemed to be made again each time funds are reinvested following each
Distribution Date), the commercial paper or other short-term senior unsecured
debt obligations (other than such obligations the rating of which is based on
the credit of a Person other than such depository institution or trust company)
of such depository institution or trust company shall have a credit rating from
Standard & Poor’s of A-1+ and from Moody’s of Prime-1;


 


(c)          commercial paper and
demand notes investing solely in commercial paper having, at the time of the
investment or contractual commitment to invest therein, a rating from Standard
& Poor’s of A-1+ and from Moody’s of Prime-1;


 


(d)         investments in money
market funds (including funds for which the Trust Collateral Agent or the Owner
Trustee in each of their individual capacities or any of their respective
Affiliates is investment manager, controlling party or advisor) having a rating
from Standard & Poor’s of AAA-m or AAAm-G and from Moody’s of Aaa and
having been approved by the Insurer;


 


(e)          bankers’ acceptances
issued by any depository institution or trust company referred to in clause (b)
above;


 


(f)            repurchase obligations
with respect to any security that is a direct obligation of, or fully
guaranteed by, the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the
United States of America, in either case entered into with a depository
institution or trust company (acting as principal) referred to in clause (b)
above;


 


(g)         any other investment
which would satisfy the Rating Agency Condition and is consistent with the
ratings of the Securities and which, so long as no Insurer 


 


8

















 


Default shall have
occurred and be continuing, has been approved by the Insurer, or any other
investment that by its terms converts to cash within a finite period, if the
Rating Agency Condition is satisfied with respect thereto; and


 


(h)         cash denominated in
United States dollars.


 


Any of the foregoing
Eligible Investments may be purchased by or through the Owner Trustee or the
Trust Collateral Agent or any of their respective Affiliates.


 


“FDIC” means the
Federal Deposit Insurance Corporation.


 


“Final Scheduled
Distribution Date” means with respect to (i) the Class A-1 Notes, the May
6, 2004 Distribution Date, (ii) the Class A-2-A Notes, the October 6, 2006
Distribution Date, (iii) the Class A-2-B Notes, the October 6, 2006
Distribution Date, (iv) the Class A-3-A Notes, the June 6, 2007 Distribution
Date, (v) the Class A-3-B Notes, the June 6, 2007 Distribution Date, (vi) the
Class A-4-A Notes, the November 6, 2009 Distribution Date and (vii) the Class
A-4-B Notes, the November 6, 2009 Distribution Date.


 


“Financed Vehicle”
means an automobile or light-duty truck, van or minivan, together with all
accessions thereto, securing an Obligor’s indebtedness under the respective
Receivable.


 


“Fitch” means
Fitch Ratings, or its successor.


 


“Force-Placed
Insurance” has the meaning ascribed thereto in Section 4.4 hereof.


 


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


 


“Initial Servicer”
means AmeriCredit Financial Services, Inc.


 


“Insolvency Event”
means, with respect to a specified Person, (a) the filing of a petition against
such Person or the entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of such Person or any substantial part
of its property in an involuntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator, or
similar official for such Person or for any substantial part of its property,
or ordering the winding-up or liquidation or such Person’s affairs, and such
petition, decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or (b) the commencement by such Person of a voluntary case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by such Person to the entry of
an order for relief in an involuntary case under any such law, or the consent
by such Person to the appointment of or taking possession by, a receiver,
liquidator, assignee, custodian, trustee, sequestrator, or similar official for
such Person or for any substantial part of its property, or the making by such
Person of any general assignment for the benefit of creditors, or the failure
by such Person generally to pay its debts as such debts become due, or the
taking of action by such Person in furtherance of any of the foregoing.


 


9

















 


“Insurance Add-On
Amount” means the premium charged to the Obligor in the event that the
Servicer obtains Force-Placed Insurance pursuant to Section 4.4.


 


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


 


“Insurance Agreement
Event of Default” means an “Insurance Agreement Event of Default” as
defined in the Insurance Agreement.


 


“Insurance Policy”
means, with respect to a Receivable, any insurance policy (including the
insurance policies described in Section 4.4 hereof) benefiting the holder of
the Receivable providing loss or physical damage, credit life, credit
disability, theft, mechanical breakdown or similar coverage with respect to the
Financed Vehicle or the Obligor.


 


“Insurer” means
MBIA Insurance Corporation, a New York stock insurance company, or any
successor thereto, as issuer of the Note Policy and the Swap Provider Policy.


 


“Insurer Default”
means the occurrence and continuance of any of the following events:


 


(a)          the Insurer shall have
failed to make a payment required under the Note Policy in accordance with its
terms;


 


(b)         the Insurer shall have
(i) filed a petition or commenced any case or proceeding under any provision or
chapter of the United States Bankruptcy Code or any other similar federal or
state law relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization, (ii) made a general assignment for the benefit of its
creditors, or (iii) had an order for relief entered against it under the United
States Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is
final and nonappealable; or


 


(c)          a court of competent
jurisdiction, the New York Department of Insurance or other competent regulatory
authority shall have entered a final and nonappealable order, judgment or
decree (i) appointing a custodian, trustee, agent or receiver for the Insurer
or for all or any material portion of its property or (ii) authorizing the
taking of possession by a custodian, trustee, agent or receiver of the Insurer
(or the taking of possession of all or any material portion of the property of
the Insurer).


 


“Insurer Optional
Deposit” means, with respect to any Distribution Date, an amount delivered
by the Insurer pursuant to Section 5.11, at its sole option, other than amounts
in respect of an Insured Payment (as defined in the Note Policy), to the Trust
Collateral Agent for deposit into the Collection Account for any of the
following purposes: (i) to provide funds in respect of the payment of fees or
expenses of any provider of services to the Trust with respect to such
Distribution Date; or (ii) to include such amount as part of the Additional
Funds Available for such Distribution Date to the extent that without such
amount a draw would be required to be made on the Note Policy.


 


10

















 


“Interest Period”
means, with respect to any Distribution Date, the period from and including the
most recent Distribution Date on which interest has been paid (or in the case
of the first Distribution Date, from and including the Closing Date) to, but
excluding, the following Distribution Date. 
In the case of the first Distribution Date, the Interest Period shall be
20 days for the Class A-1 Notes, Class A-2-A Notes, Class A-2-B Notes, Class
A-3-A Notes, Class A-3-B Notes, Class A-4-A Notes and Class A-4-B Notes.


 


“Interest Rate”
means, with respect to (i) the Class A-1 Notes, 1.2975% per annum (computed on
the basis of a 360-day year and the actual number of days elapsed in the
applicable Interest Period), (ii) the Class A-2-A Notes, 1.67% per annum
(computed on the basis of a 360-day year consisting of twelve 30-day months),
(iii) the Class A-2-B Notes, LIBOR plus 0.27% per annum (computed on the basis
of a 360-day year and the actual number of days elapsed in the applicable
Interest Period), (iv) the Class A-3-A Notes, 2.37% per annum (computed on the
basis of a 360-day year consisting of twelve 30-day months), (v) the Class A-3-B
Notes, LIBOR plus 0.37% per annum (computed on the basis of a 360-day year and
the actual number of days elapsed in the applicable Interest Period), (vi) the
Class A-4-A Notes, 3.10% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months) and (vii) the Class A-4-B Notes, LIBOR plus
0.47% per annum (computed on the basis of a 360-day year and the actual number
of days elapsed in the applicable Interest Period).


 


“Investment Earnings”
means, with respect to any date of determination and Trust Account, the
investment earnings on amounts on deposit in such Trust Account on such date.


 


“Issuer” means
AmeriCredit Automobile Receivables Trust 2003-A-M.


 


“LIBOR” has the
meaning set forth in Section 5.12 hereof.


 


“Lien” means a
security interest, lien, charge, pledge, equity, or encumbrance of any kind,
other than tax liens, mechanics’ liens and any liens that attach to the
respective Receivable by operation of law as a result of any act or omission by
the related Obligor.


 


“Lien Certificate”
means, with respect to a Financed Vehicle, an original certificate of title,
certificate of lien or other notification issued by the Registrar of Titles of
the applicable state to a secured party which indicates that the lien of the
secured party on the Financed Vehicle is recorded on the original certificate
of title.  In any jurisdiction in which
the original certificate of title is required to be given to the Obligor, the
term “Lien Certificate” shall mean only a certificate or notification issued to
a secured party.


 


“Liquidation Proceeds”
means, with respect to a Liquidated Receivable, all amounts realized with
respect to such Receivable (other than amounts withdrawn from the Spread
Account and drawings under the Note Policy or the Swap Provider Policy), and,
with respect to a Sold Receivable, the related Sale Amount.


 


“Liquidated Receivable”
means, with respect to any Collection Period, a Receivable (i) as to which 90
days have elapsed since the Servicer repossessed the Financed Vehicle provided,
however, that in no case shall 5% or more of a Scheduled Receivable Payment
have become 210 or more days delinquent in the case of a repossessed Financed
Vehicle and which is not a Sold Receivable, (ii) as to which the Servicer has
determined in good faith that all 


 


11

















 


amounts it expects to
recover have been received and which is not a Sold Receivable, (iii) as to
which 5% or more of a Scheduled Receivables Payment shall have become 120 or
more days delinquent, except in the case of a repossessed Financed Vehicle, and
which is not a Sold Receivable or (iv) that is a Sold Receivable.


 


“Lockbox Account”
means an account maintained on behalf of the Trust Collateral Agent by the
Lockbox Bank pursuant to Section 4.2(d).


 


“Lockbox Agreement”
means the Tri-Party Remittance Processing Agreement, dated as of April 10,
2003, by and among AmeriCredit, Bank One, NA and the Trust Collateral Agent, as
such agreement may be amended or supplemented from time to time, unless the
Trust Collateral Agent shall cease to be a party thereunder, or such agreement
shall be terminated in accordance with its terms, in which event “Lockbox
Agreement” shall mean such other agreement, in form and substance acceptable to
the Controlling Party, among the Servicer, the Trust Collateral Agent and the
Lockbox Bank.


 


“Lockbox Bank”
means a depository institution named by the Servicer and acceptable to the
Controlling Party.


 


“Minimum Sale Price”
means (i) with respect to a Receivable (x) that has become 60 to 210 days
delinquent or (y) that has become greater than 210 days delinquent and with
respect to which the related Financed Vehicle has been repossessed by the
Servicer and has not yet been sold at auction, the greater of (A) 55%
multiplied by the Principal Balance of such Receivable and (B) the product of
the three month rolling average recovery rate (expressed as a percentage) for
the Servicer in its liquidation of all receivables for which it acts as
servicer, either pursuant to this Agreement or otherwise, multiplied by the
Principal Balance of such Receivable or (ii) with respect to a Receivable (x)
with respect to which the related Financed Vehicle has been repossessed by the
Servicer and has been sold at auction or (y) that has become greater than 210
days delinquent and with respect to which the related Financed Vehicle has not
been repossessed by the Servicer, $1.


 


“Monthly Extension
Rate” means, with respect to any Accounting Date, the fraction, expressed
as a percentage, the numerator of which is the aggregate Principal Balance of
Receivables whose payments are extended during the related Collection Period
and the denominator of which is the aggregate Principal Balance of Receivables
as of the immediately preceding Accounting Date.


 


“Monthly Records”
means all records and data maintained by the Servicer with respect to the
Receivables, including the following with respect to each Receivable:  the account number; the originating Dealer;
Obligor name; Obligor address; Obligor home phone number; Obligor business
phone number; original Principal Balance; original term; Annual Percentage
Rate; current Principal Balance; current remaining term; origination date;
first payment date; final scheduled payment date; next payment due date; date
of most recent payment; new/used classification; collateral description; days
currently delinquent; number of contract extensions (months) to date; amount of
Scheduled Receivables Payment; current Insurance Policy expiration date; and
past due late charges.


 


12

















 


“Moody’s” means
Moody’s Investors Service, or its successor.


 


“Net Liquidation
Proceeds” means, with respect to a Liquidated Receivable Liquidation
Proceeds net of (i) reasonable expenses incurred by the Servicer in connection
with the collection of such Receivable and the repossession and disposition of
the Financed Vehicle and (ii) amounts that are required to be refunded to the
Obligor on such Receivable; provided, however, that the Net
Liquidation Proceeds with respect to any Receivable shall in no event be less
than zero.


 


“Note Distribution
Account” means the account designated as such, established and maintained
pursuant to Section 5.1.


 


“Note Majority”
means a majority by principal amount of the Noteholders.


 


“Note Policy”
means the financial guaranty insurance policy issued by the Insurer to the
Trustee, for the benefit of the Noteholders.


 


“Note Pool Factor”
for each Class of Notes as of the close of business on any date of
determination means a seven-digit decimal figure equal to the outstanding
principal amount of such Class of Notes divided by the original outstanding
principal amount of such Class of Notes.


 


“Noteholders’
Accelerated Principal Amount” means, with respect to any Distribution Date,
the Noteholders’ Percentage of the Accelerated Principal Amount on such
Distribution Date, if any.


 


“Noteholders’
Distributable Amount” means, with respect to any Distribution Date, the sum
of the Noteholders’ Principal Distributable Amount and the Noteholders’
Interest Distributable Amount.


 


“Noteholders’ Interest
Carryover Amount” means, with respect to any Class of Notes and any date of
determination, all or any portion of the Noteholders’ Monthly Interest
Distributable Amount for the immediately preceding Distribution Date and any
outstanding Noteholders’ Interest Carryover Amount on such immediately
preceding Distribution Date, which remains unpaid as of such date of
determination, plus interest on such unpaid amount, to the extent permitted by
law, at the respective Interest Rate borne by each Class of Notes from such
immediately preceding Distribution Date to but excluding such date of
determination.


 


“Noteholders’ Interest
Distributable Amount” means, with respect to any Distribution Date and
Class of Notes, the sum of the Noteholders’ Monthly Interest Distributable
Amount for such Distribution Date and Class of Notes and the Noteholders’
Interest Carryover Amount, if any for such Distribution Date and such
Class.  Interest on the Class A-1 Notes,
Class A-2-B Notes, Class A-3-B Notes and Class A-4-B Notes shall be computed on
the basis of a 360-day year and the actual number of days elapsed in the
applicable Interest Period.  Interest on
the Class A-2-A Notes, Class A-3-A Notes and Class A-4-A Notes shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.


 


“Noteholders’ Monthly
Interest Distributable Amount” means, with respect to any Distribution Date
and any Class of Notes, interest accrued at the respective Interest Rate during



 


13

















 


the applicable Interest
Period on the principal amount of the Notes of such Class outstanding as of the
end of the prior Distribution Date (or, in the case of the first Distribution
Date, as of the Closing Date), calculated (x) for the Class A-1, Class A-2-B
Notes, Class A-3-B Notes and Class A-4-B Notes on the basis of a 360-day year
and the actual number of days elapsed in the applicable Interest Period and (y)
for the Class A-2-A, Class A-3-A and Class A-4-A Notes on the basis of a
360-day year consisting of twelve 30-day months.


 


“Noteholders’ Monthly
Principal Distributable Amount” means, with respect to any Distribution
Date, the Noteholders’ Percentage of the Principal Distributable Amount.


 


“Noteholders’ Parity
Deficit Amount” means, with respect to any Distribution Date, the excess,
if any, of (x) the aggregate remaining principal balance of the Notes
outstanding on such Distribution Date, after giving effect to all reductions in
such aggregate principal balance from sources other than (i) the Spread Account
and (ii) the Note Policy over (y) the Pool Balance at the end of the prior
calendar month.


 


“Noteholders’
Percentage” means with respect to any Determination Date (i) relating
to a Distribution Date prior to the Distribution Date on which the principal
amount of the Notes is reduced to zero, 100%; (ii) relating to the Distribution
Date on which the principal amount of the Notes is reduced to zero, the
percentage equivalent of a fraction, the numerator of which is the outstanding
principal balance of the Notes that remain unpaid immediately prior to such
Distribution Date, and the denominator of which is the Principal Distributable
Amount; and (iii) relating to any other Distribution Date, 0%.


 


“Noteholders’
Principal Carryover Amount” means, as of any date of determination, all or
any portion of the Noteholders’ Monthly Principal Distributable Amount and any
outstanding Noteholders’ Principal Carryover Amount from the preceding
Distribution Date which remains unpaid as of such date of determination.


 


“Noteholders’
Principal Distributable Amount” means, with respect to any Distribution
Date, (other than the Final Scheduled Distribution Date for any Class of
Notes), the sum of the Noteholders’ Monthly Principal Distributable Amount for
such Distribution Date and the Noteholders’ Principal Carryover Amount, if any,
as of the close of the preceding Distribution Date.  The Noteholders’ Principal Distributable Amount on the Final
Scheduled Distribution Date for any Class of Notes will equal the sum of (i)
the Noteholders’ Monthly Principal Distributable Amount for such Distribution
Date, (ii) the Noteholders’ Principal Carryover Amount as of the such
Distribution Date, and (iii) the excess of the outstanding principal amount of
such Class of Notes, if any, over the amounts described in clauses (i) and
(ii).


 


“Obligor” on a
Receivable means the purchaser or co-purchasers of the Financed Vehicle and any
other Person who owes payments under the Receivable.


 


“Officers’ Certificate”
means a certificate signed by the chairman of the board, the president, any
executive vice president or any vice president, any treasurer, assistant
treasurer, secretary or assistant secretary of the Seller or the Servicer, as appropriate.


 


14

















 


“Opinion of Counsel”
means a written opinion of counsel reasonably acceptable to the Insurer, which
opinion is satisfactory in form and substance to the Trust Collateral Agent
and, if such opinion or a copy thereof is required by the provisions of this
Agreement to be delivered to the Insurer, to the Insurer.


 


“Other Conveyed
Property” means all property conveyed by AmeriCredit to the Seller pursuant
to the Purchase Agreement and by the Seller to the Trust pursuant to Section
2.1(b) through (j) of this Agreement.


 


“Owner Trust Estate”
has the meaning assigned to such term in the Trust Agreement.


 


“Owner Trustee”
means Deutsche Bank Trust Company Delaware, not in its individual capacity but
solely as Owner Trustee under the Trust Agreement, its successors in interest
or any successor Owner Trustee under the Trust Agreement.


 


“Person” means any
individual, corporation, estate, partnership, joint venture, association, joint
stock company, trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.


 


“Physical Property”
has the meaning assigned to such term in the definition of “Delivery” above.


 


“Pool Balance”
means, as of any date of determination, the aggregate Principal Balance of the
Receivables (excluding Purchased Receivables and Liquidated Receivables).


 


“Preliminary
Determination Date” means, with respect to any Collection Period, the
second Business Day preceding the Distribution Date in the next calendar month.


 


“Preliminary
Servicer’s Certificate” means an Officers’ Certificate of the Servicer
delivered pursuant to Section 4.9(a), substantially in the form of Exhibit C.


 


“Principal Balance”
means, with respect to any Receivable, as of any date, the sum of (x) the
Amount Financed minus (i) that portion of all amounts received on or prior to
such date and allocable to principal in accordance with the terms of the
Receivable and (ii) any Cram Down Loss in respect of such Receivable plus (y)
the accrued and unpaid interest on such Receivable.


 


“Principal
Distributable Amount” means, with respect to any Distribution Date, the
amount equal to the excess, if any, of (x) the sum of (i) the principal portion
of all Collected Funds received during the immediately preceding Collection
Period (other than Liquidated Receivables and Purchased Receivables), (ii) the
Principal Balance of all Receivables that became Liquidated Receivables during
the related Collection Period (other than Purchased Receivables), (iii) the
principal portion of the Purchase Amounts received with respect to all
Receivables that became Purchased Receivables during the related Collection
Period, (iv) in the sole discretion of the Insurer, the Principal Balance of
all the Receivables that were required to be purchased pursuant to Sections 3.2
and 4.7, during such Collection Period but were not purchased, (v) the
aggregate amount of Cram Down Losses that shall have occurred during the 


 


15

















 


related Collection
Period; and (vi) following the acceleration of the Notes pursuant to
Section 5.2 of the Indenture, the amount of money or property collected
pursuant to Section 5.4 of the Indenture since the preceding Determination Date
by the Trust Collateral Agent or Controlling Party for distribution pursuant to
Section 5.7 hereof over (y) the Step-Down Amount, if any, for such Distribution
Date.


 


“Pro Forma Note
Balance” means, with respect to any Distribution Date, the aggregate
remaining principal balance of the Notes outstanding on such Distribution Date,
after giving effect to distributions pursuant to clauses (i) through (vi) of
Section 5.7(a) hereof.


 


“Purchase Agreement”
means the Purchase Agreement between the Seller and AmeriCredit, dated as of
April 10, 2003, pursuant to which the Seller acquired the Receivables, as such
Agreement may be amended from time to time.


 


“Purchase Amount”
means, with respect to a Purchased Receivable, the Principal Balance and all
accrued and unpaid interest on the Receivable, after giving effect to the
receipt of any moneys collected (from whatever source) on such Receivable, if
any.


 


“Purchased Receivable”
means a Receivable purchased as of the close of business on the last day of a
Collection Period by the Servicer pursuant to Sections 4.2, 4.4, or 4.7 or
repurchased by the Seller or the Servicer pursuant to Section 3.2 or Section
10.1(a).


 


“Rating Agency”
means Moody’s, Standard & Poor’s and Fitch.  If no such organization or successor maintains a rating on the
Securities, “Rating Agency” shall be a nationally recognized statistical
rating organization or other comparable Person designated by the Seller and
acceptable to the Insurer (so long as an Insurer Default shall not have
occurred and be continuing), notice of which designation shall be given to the
Trust Collateral Agent, the Owner Trustee and the Servicer.


 


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


 


“Realized Losses”
means, with respect to any Receivable that becomes a Liquidated Receivable, the
excess of the Principal Balance of such Liquidated Receivable over Net
Liquidation Proceeds to the extent allocable to principal.


 


“Receivable” means
any Contract listed on Schedule A attached hereto (which Schedule may be in the
form of microfiche or a disk).


 


“Receivables”
means any Receivable conveyed to the Trust on the Closing Date.


 


“Receivable Files”
means the documents specified in Section 3.3.


 


16

















 


“Record Date”
means, with respect to each Distribution Date, the Business Day immediately
preceding such Distribution Date, unless otherwise specified in the Agreement.


 


“Registrar of Titles”
means, with respect to any state, the governmental agency or body responsible
for the registration of, and the issuance of certificates of title relating to,
motor vehicles and liens thereon.


 


“Required Pro Forma
Note Balance” means, with respect to any Distribution Date, a dollar amount
equal to the product of (x) the
difference between (i) 100% and (ii) the 

“Overcollateralization Amount” (as defined in the Spread Account Agreement), as
the same may step down over time in accordance with the terms of the Spread
Account Agreement (which difference will initially equal 85%) and (y) the Pool
Balance as of the end of the prior calendar month.


 


“Requisite Amount”
has the meaning specified in the Spread Account Agreement.


 


“Sale Amount”
means, with respect to any Sold Receivable, the amount received from the
related third-party purchaser as payment for such Sold Receivable.


 


“Schedule of
Receivables” means the schedule of all motor vehicle retail installment
sales contracts and promissory notes originally held as part of the Trust which
is attached as Schedule A.


 


“Schedule of Representations”
means the Schedule of Representations and Warranties attached hereto as
Schedule B.


 


“Scheduled Receivables
Payment” means, with respect to any Collection Period for any Receivable,
the amount set forth in such Receivable as required to be paid by the Obligor
in such Collection Period.  If after the
Closing Date, the Obligor’s obligation under a Receivable with respect to a
Collection Period has been modified so as to differ from the amount specified
in such Receivable as a result of (i) the order of a court in an insolvency
proceeding involving the Obligor, (ii) pursuant to the Soldiers’ and Sailors’
Civil Relief Act of 1940 or (iii) modifications or extensions of the Receivable
permitted by Section 4.2(b), the Scheduled Receivables Payment with respect to
such Collection Period shall refer to the Obligor’s payment obligation with
respect to such Collection Period as so modified.


 


“Seller” means AFS
SenSub Corp., a Nevada corporation, and its successors in interest to the
extent permitted hereunder.


 


“Service Contract”
means, with respect to a Financed Vehicle, the agreement, if any, financed
under the related Receivable that provides for the repair of such Financed
Vehicle.


 


“Servicer” means
AmeriCredit Financial Services, Inc., as the servicer of the Receivables, and
each replacement Servicer pursuant to Section 9.3.


 


“Servicer Termination
Event” means an event specified in Section 9.1.


 


17

















 


“Servicer’s
Certificate” means an Officers’ Certificate of the Servicer delivered
pursuant to Section 4.9(b), substantially in the form of Exhibit B.


 


“Servicing Fee”
has the meaning specified in Section 4.8.


 


“Servicing Fee Rate”
means 2.25% per annum.


 


“Simple Interest
Method” means the method of allocating a fixed level payment on an
obligation between principal and interest, pursuant to which the portion of
such payment that is allocated to interest is equal to the product of the fixed
rate of interest on such obligation multiplied by the period of time (expressed
as a fraction of a year, based on the actual number of days in the calendar
month and 365 days in the calendar year) elapsed since the preceding payment
under the obligation was made.


 


“Sold Receivable”
means a Receivable that was more than 60 days delinquent and was sold to an
unaffiliated third party by the Issuer, at the Servicer’s direction, as of the
close of business on the last day of a collection period and in accordance with
the provisions of Section 4.3(c) hereof.


 


“Spread Account”
means the account designated as such, established and maintained pursuant to
the Spread Account Agreement.


 


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


 


“Spread Account Claim
Amount” means with respect to any Determination Date, after taking into
account the application on the related Distribution Date of the Available Funds
for the related Collection Period, an amount equal to the sum of, without
duplication, (i) any shortfall in the payment of the full amounts described in
clauses (i) through (v) of Section 5.7(a) herein, (ii) the Noteholders’ Parity
Deficit Amount, if any, for such Distribution Date and (iii) if the related
Distribution Date is the Final Scheduled Distribution Date of any Class, any
remaining outstanding principal balance of such Class, to the extent that such
amount is available on the related Distribution Date in accordance with the
terms of the Spread Account Agreement; provided, however, that following an
acceleration of the Notes pursuant to Section 5.2 of the Indenture, the Spread
Account Claim Amount shall equal the excess, if any, of (i) the amounts payable
pursuant to priorities First through Fourth of Section 5.6(a) of the Indenture
on the Distribution Date over  (ii) the sum of Available Funds and any
Insurer Optional Deposits for such Distribution Date, to the extent that such
amounts are available on the related Distribution Date in accordance with the
terms of the Spread Account Agreement.


 


“Spread Account Claim
Date” means, with respect to any Distribution Date, the second Business Day
immediately preceding such Distribution Date.


 


“Spread Account
Initial Deposit” means an amount equal to 3.0% of the aggregate principal
balance of the Receivables on the Closing Date (which is equal to
$32,432,446.60).


 


18

















 


“Standard & Poor’s”
means Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc., or
its successor.


 


“Step-Down Amount”
means, with respect to any Distribution Date, the excess, if any, of (x) the
Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such
Distribution Date, calculated for this purpose only without deduction for any
Step-Down Amount (i.e., assuming that the entire amount described in clause (x)
of the definition of “Principal Distributable Amount” is distributed as
principal on the Notes).


 


“Supplemental
Servicing Fee” means, with respect to any Collection Period, all
administrative fees, expenses and charges paid by or on behalf of Obligors,
including late fees, prepayment fees and liquidation fees collected on the
Receivables during such Collection Period but excluding any fees or expenses
related to extensions.


 


“Swap Agreements”
means the ISDA Master Agreements dated April 16, 2003 between the Issuer and
the applicable Swap Provider, including the Schedule thereto, the Credit
Support Annex thereto, the 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 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.


 


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


 


“Swap Termination
Payment” means payments due to the applicable Swap Provider by the Issuer,
including interest that may accrue thereon, under the applicable Swap Agreement
due to a termination of the applicable Swap Agreement due to the occurrence of
an “event of default” or a “termination event” under the applicable Swap
Agreement.


 


“Third-Party Lender”
means an entity that originated a loan to a consumer for the purchase of a
motor vehicle and sold the loan to AmeriCredit pursuant to an Auto Loan
Purchase and Sale Agreement.


 


“Third-Party Lender
Assignment” means, with respect to a Receivable, the executed assignment
executed by a Third-Party Lender conveying such Receivable to AmeriCredit.


 


“Trigger Event”
has the meaning assigned thereto in the Spread Account Agreement.


 


“Trust” means the
Issuer.


 


19

















 


“Trust Account
Property” means the Trust Accounts, all amounts and investments held from
time to time in any Trust Account (whether in the form of deposit accounts,
Physical Property, book-entry securities, uncertificated securities or
otherwise), and all proceeds of the foregoing.


 


“Trust Accounts”
has the meaning assigned thereto in Section 5.1.


 


“Trust Agreement”
means the Trust Agreement dated as of January 23, 2003, between the Seller and
the Owner Trustee, as amended and restated as of April 10, 2003, as the same
may be amended and supplemented from time to time.


 


“Trust Collateral
Agent” means the Person acting as Trust Collateral Agent hereunder, its
successors in interest and any successor Trust Collateral Agent hereunder.


 


“Trust Officer”
means, (i) in the case of the Trust Collateral Agent, the chairman or
vice-chairman of the board of directors, any managing director, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president, assistant vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
and any assistant controller or any other officer of the Trust Collateral Agent
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject, and (ii) in
the case of the Owner Trustee, any officer in the corporate trust office of the
Owner Trustee or any agent of the Owner Trustee under a power of attorney with
direct responsibility for the administration of this Agreement or any of the
Basic Documents on behalf of the Owner Trustee.


 


“Trust Property”
means the property and proceeds conveyed pursuant to Section 2.1, together with
certain monies paid on or after the Cutoff Date, the Note Policy, the
Collection Account (including all Eligible Investments therein and all proceeds
therefrom), the Lockbox Account, the Note Distribution Account, the Spread
Account and certain other rights under this Agreement.


 


“Trustee” means
the Person acting as Trustee under the Indenture, its successors in interest
and any successor trustee under the Indenture.


 


“UCC” means the
Uniform Commercial Code as in effect in the relevant jurisdiction on the date
of the Agreement.


 


SECTION
1.2.                                               Other
Definitional Provisions.


 


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


 


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


 


20

















 


(c)                                  As
used in this Agreement, in any instrument governed hereby 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 instrument,
certificate or other document, and accounting terms partly defined in this
Agreement or in any such instrument, certificate or other document to the
extent not defined, shall have the respective meanings given to them under generally
accepted accounting principles as in effect on the date of this Agreement or
any such instrument, certificate or other document, as applicable.  To the extent that the definitions of
accounting terms in this Agreement or in any such instrument, 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 instrument, 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, Schedule and
Exhibit references contained in this Agreement are references to Sections,
Schedules 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.


 


(f)                                    Any
agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to
a Person are also to its permitted successors and assigns.


 


ARTICLE II


 


Conveyance of Receivables


 


SECTION 2.1.                                           Conveyance
of Receivables.  In consideration of
the Issuer’s delivery to or upon the order of the Seller on the Closing Date of
the net proceeds from the sale of the Notes and the other amounts to be
distributed from time to time to the Seller in accordance with the terms of
this Agreement, the Seller does hereby sell, transfer, assign, set over and
otherwise convey to the Issuer, without recourse (subject to the obligations
set forth herein), all right, title and interest of the Seller in and to:


 


(a)                                  the
Receivables and all moneys received thereon after the Cutoff Date;


 


(b)                                 the
security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Seller in such Financed Vehicles;


 


(c)                                  any
proceeds and the right to receive proceeds with respect to the Receivables from
claims on any physical damage, credit life or disability insurance policies
covering Financed Vehicles or Obligors and any proceeds from the liquidation of
the Receivables;


 


21

















 


(d)                                 any
proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer
Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale
Agreement as a result of a breach of representation or warranty in the related
Dealer Agreement or Auto Loan Purchase and Sale Agreement;


 


(e)                                  all
rights under any Service Contracts on the related Financed Vehicles;


 


(f)                                    the
related Receivable Files;


 


(g)                                 all
of the Seller’s right, title and interest in its rights and benefits, but none
of its obligations or burdens, under the Purchase Agreement, including the
Seller’s rights under the Purchase Agreement, and the delivery requirements,
representations and warranties and the cure and repurchase obligations of
AmeriCredit under the Purchase Agreement;


 


(h)                                 the
proceeds of any and all of the foregoing;


 


(i)                                     all
of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments
and (e) General Intangibles (as such terms are defined in the UCC) relating to
the property described in (a) through (h); and


 


(j)                                     all
proceeds and investments with respect to items (a) through (i).


 


It is the intention of
the Seller that the transfer and assignment contemplated by this Agreement
shall constitute a sale of the Receivables and Other Conveyed Property from the
Seller to the Issuer and the beneficial interest in and title to the
Receivables and the Other Conveyed Property shall not be part of the Seller’s
estate in the event of the filing of a bankruptcy petition by or against the
Seller under any bankruptcy law.  In the
event that, notwithstanding the intent of the Seller, the transfer and
assignment contemplated hereby is held by a court of competent jurisdiction not
to be a sale, this Agreement shall constitute a grant of a security interest in
the property referred to in this Section for the benefit of the Noteholders and
the Insurer.


 


SECTION 2.2.                                           [Reserved].


 


SECTION 2.3.                                           Further
Encumbrance of Trust Property.


 


(a)                                  Immediately
upon the conveyance to the Trust by the Seller of any item of the Trust
Property pursuant to Section 2.1, all right, title and interest of the Seller
in and to such item of Trust Property shall terminate, and all such right,
title and interest shall vest in the Trust, in accordance with the Trust
Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined
in the Trust Agreement).


 


(b)                                 Immediately
upon the vesting of the Trust Property in the Trust, the Trust shall have the
sole right to pledge or otherwise encumber, such Trust Property.  Pursuant to the Indenture, the Trust shall
grant a security interest in the Trust Property to the Trust Collateral Agent
securing the repayment of the Notes. 
The Certificates shall represent the beneficial ownership interest in
the Trust Property, and the Certificateholders shall be entitled to receive
distributions with respect thereto as set forth herein.


 


22

















 


(c)                                  Following
the payment in full of the Notes and the release and discharge of the
Indenture, all covenants of the Issuer under Article III of the Indenture
shall, until payment in full of the Certificates, remain as covenants of the Issuer
for the benefit of the Certificateholders, enforceable by the
Certificateholders to the same extent as such covenants were enforceable by the
Noteholders prior to the discharge of the Indenture.  Any rights of the Trustee under Article III of the Indenture,
following the discharge of the Indenture, shall vest in Certificateholders.


 


(d)                                 The
Trust Collateral Agent shall, at such time as there are no Notes or
Certificates outstanding and all sums due to (i) the Trustee pursuant to the
Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the
Trust Collateral Agent pursuant to this Agreement, have been paid, release any
remaining portion of the Trust Property to the Seller.


 


ARTICLE III


 


The Receivables


 


SECTION 3.1.                   Representations and Warranties of
Seller.  The Seller hereby
represents and warrants that each of the representations and warranties set
forth on the Schedule of Representations attached hereto as Schedule B is true
and correct on which the Issuer is deemed to have relied in acquiring the
Receivables and upon which the Insurer shall be deemed to rely in issuing the
Note Policy.  Such representations and
warranties speak as of the execution and delivery of this Agreement and as of
the Closing Date, but shall survive the sale, transfer and assignment of the
Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent
pursuant to the Indenture and shall not be waived.


 


SECTION 3.2.                   Repurchase upon Breach.  (a) The Seller, the Servicer, the Backup
Servicer, the Insurer, the Trust Collateral Agent or the Owner Trustee, as the
case may be, shall inform the other parties to this Agreement promptly, by
notice in writing, upon the discovery of any breach of the Seller’s
representations and warranties made pursuant to Section 3.1.  As of the last day of the second (or, if the
Seller so elects, the first) month following the discovery by the Seller or
receipt by the Seller of notice of such breach, unless such breach is cured by
such date, the Seller shall have an obligation to repurchase any Receivable in
which the interests of the Noteholders or the Insurer are materially and
adversely affected by any such breach as of such date.  The “second month” shall mean the month
following the month in which discovery occurs or notice is given, and the
“first month” shall mean the month in which discovery occurs or notice is
given.  In consideration of and
simultaneously with the repurchase of the Receivable, the Seller shall remit,
or cause AmeriCredit to remit, to the Collection Account the Purchase Amount in
the manner specified in Section 5.6 and the Issuer shall execute such
assignments and other documents reasonably requested by such person in order to
effect such repurchase.  The sole remedy
of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee, the
Backup Servicer or the Noteholders with respect to a breach of representations
and warranties pursuant to Section 3.1 and the agreement contained in this
Section shall be the repurchase of Receivables pursuant to this Section,
subject to the conditions contained herein or to enforce the obligation of
AmeriCredit to the Seller to repurchase such Receivables pursuant to the
Purchase Agreement.  Neither the Owner
Trustee, the Trust Collateral Agent nor the Trustee 


 


23

















 


shall have a duty to conduct any affirmative investigation as to the
occurrence of any conditions requiring the repurchase of any Receivable
pursuant to this Section.


 


In addition to the foregoing and notwithstanding
whether the related Receivable shall have been purchased by the Seller, the
Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust
Collateral Agent, Collateral Agent and the officers, directors, agents and
employees thereof, the Insurer, and the Noteholders against all costs,
expenses, losses, damages, claims and liabilities, including reasonable fees
and expenses of counsel, which may be asserted against or incurred by any of
them as a result of third party claims arising out of the events or facts
giving rise to such breach.


 


(b)                                 Pursuant
to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the
Seller’s right, title and interest in its rights and benefits, but none of its
obligations or burdens, under the Purchase Agreement including the Seller’s
rights under the Purchase Agreement and the delivery requirements,
representations and warranties and the cure or repurchase obligations of
AmeriCredit thereunder.  The Seller
hereby represents and warrants to the Trust that such assignment is valid,
enforceable and effective to permit the Trust to enforce such obligations of
AmeriCredit under the Purchase Agreement. 
Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be
deemed a purchase by the Seller pursuant to this Section 3.2 and the definition
of Purchased Receivable.


 


SECTION 3.3.                                           Custody
of Receivables Files.


 


(a)                                  In
connection with the sale, transfer and assignment of the Receivables and the
Other Conveyed Property to the Trust pursuant to this Agreement and
simultaneously with the execution and delivery of this Agreement, the Trust
Collateral Agent shall enter into the Custodian Agreement with the Custodian,
dated as of April 10, 2003, pursuant to which the Trust Collateral Agent shall
revocably appoint the Custodian, and the Custodian shall accept such
appointment, to act as the agent of the Trust Collateral Agent as custodian of
the following documents or instruments in its possession which shall be
delivered to the Custodian as agent of the Trust Collateral Agent on or before
the Closing Date (with respect to each Receivable):


 


(i)                           The
fully executed original of the Receivable (together with any agreements
modifying the Receivable);


 


(ii)                        The
original credit application, or a copy thereof, of each Obligor, fully executed
by each such Obligor on AmeriCredit’s customary form, or on a form approved by
AmeriCredit, for such application; and


 


(iii)                     The original Lien Certificate
(when received) and otherwise such documents, if any, that AmeriCredit keeps on
file in accordance with its customary procedures indicating that the Financed
Vehicle is owned by the Obligor and subject to the interest of AmeriCredit as
first lienholder or secured party (including any Lien Certificate received by
AmeriCredit), or, if such Lien Certificate has not yet been received, a copy of
the application therefor, showing AmeriCredit as secured party.


 


(b)                                 The
Trust Collateral Agent may act as the Custodian, in which case the Trust
Collateral Agent shall be deemed to have assumed the obligations of the
Custodian 


 


24

















 


specified in the Custodian Agreement. 
Upon payment in full of any Receivable, the Servicer will notify the
Custodian pursuant to a certificate of an officer of the Servicer (which
certificate shall include a statement to the effect that all amounts received
in connection with such payments which are required to be deposited in the
Collection Account pursuant to Section 4.1 have been so deposited) and shall
request delivery of the Receivable and Receivable File to the Servicer.  Upon the sale of any Receivable pursuant to
Section 4.3(c) hereof, the Servicer will notify the Custodian pursuant to a
certificate of an officer of the Servicer (which certificate shall include a
statement to the effect that all amounts received in connection with such sale
which are required to be deposited in the Collection Account pursuant to
Section 4.1 have been so deposited) and shall request delivery of the Receivable
and Receivable File to the purchaser of such Receivable.  From time to time as appropriate for
servicing and enforcing any Receivable, the Custodian shall, upon written
request of an officer of the Servicer and delivery to the Custodian of a
receipt signed by such officer, cause the original Receivable and the related
Receivable File to be released to the Servicer.  The Servicer’s receipt of a Receivable and/or Receivable File
shall obligate the Servicer to return the original Receivable and the related
Receivable File to the Custodian when its need by the Servicer has ceased
unless the Receivable is repurchased as described in Section 3.2 , 4.2 or 4.7.


 


ARTICLE IV


 


Administration
and Servicing of Receivables


 


SECTION 4.1.                                           Duties
of the Servicer and the Backup Servicer.


 


(a)  The
Servicer is hereby authorized to act as agent for the Trust and in such
capacity shall manage, service, administer and make collections on the
Receivables, and perform the other actions required by the Servicer under this
Agreement.  The Servicer agrees that its
servicing of the Receivables shall be carried out in accordance with customary
and usual procedures of institutions which service motor vehicle retail
installment sales contracts and, to the extent more exacting, the degree of
skill and attention that the Servicer exercises from time to time with respect
to all comparable motor vehicle receivables that it services for itself or
others.  In performing such duties, so
long as AmeriCredit is the Servicer, it shall substantially comply with the
policies and procedures described on Schedule C, as such policies and
procedures may be updated from time to time. 
The Servicer’s duties shall include, without limitation, collection and
posting of all payments, responding to inquiries of Obligors on the
Receivables, investigating delinquencies, sending payment coupons to Obligors,
reporting any required tax information to Obligors, monitoring the collateral,
complying with the terms of the Lockbox Agreement, accounting for collections and
furnishing monthly and annual statements to the Trust Collateral Agent, the
Trustee and the Insurer with respect to distributions, monitoring the status of
Insurance Policies with respect to the Financed Vehicles and performing the
other duties specified herein.


 


The Servicer shall also administer and enforce all
rights and responsibilities of the holder of the Receivables provided for in
the Dealer Agreements and Auto Loan Purchase and Sale Agreements (and shall
maintain possession of the Dealer Agreements and Auto Loan Purchase and Sale
Agreements, to the extent it is necessary to do so), the Dealer Assignments,
the Third-Party Lender Assignments and the Insurance Policies, to the extent
that such Dealer 


 


25

















 


Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments,
Third-Party Lender Assignments and Insurance Policies relate to the
Receivables, the Financed Vehicles or the Obligors.  To the extent consistent with the standards, policies and procedures
otherwise required hereby, the Servicer shall follow its customary standards,
policies, and procedures and shall have full power and authority, acting alone,
to do any and all things in connection with such managing, servicing,
administration and collection that it may deem necessary or desirable.  Without limiting the generality of the
foregoing, the Servicer is hereby authorized and empowered by the Trust to
execute and deliver, on behalf of the Trust, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and
all other comparable instruments, with respect to the Receivables and with
respect to the Financed Vehicles; provided, however, that
notwithstanding the foregoing, the Servicer shall not, except pursuant to an
order from a court of competent jurisdiction, release an Obligor from payment
of any unpaid amount under any Receivable or waive the right to collect the
unpaid balance of any Receivable from the Obligor except in accordance with the
Servicer’s customary practices.


 


The Servicer is hereby
authorized to commence, in its own name or in the name of the Trust, a legal
proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or
participate in any other legal proceeding (including, without limitation, a
bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a
Financed Vehicle.  If the Servicer
commences or participates in such a legal proceeding in its own name, the Trust
shall thereupon be deemed to have automatically assigned such Receivable to the
Servicer solely for purposes of commencing or participating in any such
proceeding as a party or claimant, and the Servicer is authorized and empowered
by the Trust to execute and deliver in the Servicer’s name any notices,
demands, claims, complaints, responses, affidavits or other documents or
instruments in connection with any such proceeding.  The Trust Collateral Agent and the Owner Trustee shall furnish
the Servicer with any limited powers of attorney and other documents which the
Servicer may reasonably request and which the Servicer deems necessary or
appropriate and take any other steps which the Servicer may deem necessary or
appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement.


 


As set forth in Section
9.3, in the event the Servicer fails to perform its obligations hereunder, the
Backup Servicer shall be responsible for the Servicer’s duties in this
Agreement as if it were the Servicer, except as expressly set forth in Annex A
hereto, provided that the Backup Servicer shall not be liable for the
Servicer’s breach of its obligations.


 


(b) The Backup Servicer
shall have the following duties: (i) within 45 days of the Closing Date, the
Backup Servicer shall have conducted an on-site inspection of the Servicer’s
operations in connection with this Agreement, and shall conduct additional
on-site inspections not less frequently than every 12 months thereafter. Each
on-site inspection shall be at the cost of AmeriCredit. Within 10 days of each
such inspection, the Backup Servicer shall deliver a certificate (in a form to
be agreed on in good faith between the Backup Servicer and the Controlling
Party and with a copy to the Servicer) (the “Backup Servicer’s Certificate”)
certifying that the Backup Servicer has conducted an inspection consistent with
this Section 4.1(b).  During each such
inspection, the Backup Servicer shall perform certain review procedures as
agreed to between the Controlling Party and the Backup Servicer including,
without limitation, such review procedures as the Backup Servicer may require
in order to be put in a position to assume the servicing responsibilities of
the Servicer if and to the extent required 


 


26

















 


hereunder; and (ii) within 45 days of the Closing Date, the Backup
Servicer shall complete all data mapping, and, upon receipt of Monthly Tapes
pursuant to Section 4.13: (A) electronically compile the Monthly Tape data in
the Backup Servicer’s “off-line” computer, and (B) update or amend the
data-mapping pursuant to any updated or amended fields in the Monthly Tapes.


 


SECTION 4.2.                                               Collection
of Receivable Payments; Modifications of Receivables; Lockbox Agreements.


 


(a)                                  Consistent
with the standards, policies and procedures required by this Agreement, the
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Receivables as and when the same shall become
due, and shall follow such collection procedures as it follows with respect to
all comparable automobile receivables that it services for itself or others and
otherwise act with respect to the Receivables, the Dealer Agreements, the
Dealer Assignments, the Auto Loan Purchase and Sale Agreements, the Third-Party
Lender Assignments, the Insurance Policies and the Other Conveyed Property in
such manner as will, in the reasonable judgment of the Servicer, maximize the
amount to be received by the Trust with respect thereto, including directing
the Issuer to sell the Receivables pursuant to Section 4.3(c) hereof.  The Servicer is authorized in its discretion
to waive any prepayment charge, late payment charge or any other similar fees
that may be collected in the ordinary course of servicing any Receivable.


 


(b)                                 The
Servicer may (A) at any time agree to a modification or amendment of a
Receivable in order to (i) change the Obligor’s regular due date to a date
within the Collection Period in which such due date occurs or (ii) re-amortize
the Scheduled Receivables Payments on the Receivable following a partial
prepayment of principal, in accordance with its customary procedures or (B) may
direct the Issuer to sell the Receivables pursuant to Section 4.3 hereof if the
Servicer believes in good faith that such extension, modification, amendment or
sale is necessary to avoid a default on such Receivable, will maximize the
amount to be received by the Trust with respect to such Receivable, and is
otherwise in the best interests of the Trust.


 


(c)                                  The
Servicer may grant payment extensions on, or other modifications or amendments
to, a receivable (in addition to those modifications permitted by Section
4.2(b)) hereof, in accordance with its customary procedures if the Servicer
believes in good faith that such extension, modification, amendment or sale is
necessary to avoid a default on such Receivable, will maximize the amount to be
received by the Trust with respect to such Receivable, and is otherwise in the
best interests of the Trust; provided, however, that:


 


(i)                           The
aggregate period of all extensions on a Receivable shall not exceed eight
months;


 


(ii)                        In
no event may a Receivable be extended beyond the Collection Period immediately
preceding the latest Final Scheduled Distribution Date;


 


(iii)                     The average Monthly Extension Rate
for any three consecutive calendar months shall not exceed 4%; and


 


(iv)                    So
long as an Insurer Default shall not have occurred and be continuing, the
Servicer shall not amend or modify a Receivable (except as provided in 


 


27

















 


Section 4.2(b) and this Section 4.2(c)) without the consent of the
Insurer or a Note Majority (if an Insurer Default shall have occurred and be
continuing).


 


With respect to clause
(iii) of this Section 4.2(c), in the event the average of the Monthly Extension
Rates calculated with respect to three consecutive calendar months exceeds 4%
(which information shall be set forth in the related Servicer’s Certificate),
the Servicer shall, on the third such Accounting Date, purchase from the Trust
the Receivables with respect to which payment had been extended (starting with
the Receivables most recently so extended) in an aggregate Principal Balance
equal to the product of (i) the difference between such average of Monthly
Extension Rates and 4% and (ii) the Aggregate Principal Balance, and pay the
related Purchase Amount on the related Preliminary Determination Date; provided,
however, that in the event the Backup Servicer shall be acting as
Servicer hereunder, the foregoing sentence shall apply only in respect of
Receivables as to which payments had been extended by such Backup Servicer.


 


(d)                                 The
Servicer shall use its best efforts to notify or direct Obligors to make all
payments on the Receivables, whether by check or by direct debit of the
Obligor’s bank account, to be made directly to one or more Lockbox Banks,
acting as agent for the Trust pursuant to a Lockbox Agreement.  The Servicer shall use its best efforts to
notify or direct any Lockbox Bank to deposit all payments on the Receivables in
the Lockbox Account no later than the Business Day after receipt, and to cause
all amounts credited to the Lockbox Account on account of such payments to be
transferred to the Collection Account no later than the second Business Day
after receipt of such payments.  The
Lockbox Account shall be a demand deposit account held by the Lockbox Bank, or
at the request of the Controlling Party, an Eligible Deposit Account.


 


Prior to the Closing
Date, the Servicer shall have notified each Obligor that makes its payments on
the Receivables by check to make such payments thereafter directly to the
Lockbox Bank (except in the case of Obligors that have already been making such
payments to the Lockbox Bank), and shall have provided each such Obligor with
remittance invoices in order to enable such Obligors to make such payments
directly to the Lockbox Bank for deposit into the Lockbox Account, and the
Servicer will continue, not less often than every three months, to so notify
those Obligors who have failed to make payments to the Lockbox Bank.  If and to the extent requested by the
Controlling Party, the Servicer shall request each Obligor that makes payment
on the Receivables by direct debit of such Obligor’s bank account, to execute a
new authorization for automatic payment which in the judgment of the
Controlling Party is sufficient to authorize direct debit by the Lockbox Bank
on behalf of the Trust.  If at any time,
the Lockbox Bank is unable to directly debit an Obligor’s bank account that
makes payment on the Receivables by direct debit and if such inability is not
cured within 15 days or cannot be cured by execution by the Obligor of a new
authorization for automatic payment, the Servicer shall notify such Obligor
that it cannot make payment by direct debit and must thereafter make payment by
check.


 


Notwithstanding any
Lockbox Agreement, or any of the provisions of this Agreement relating to the
Lockbox Agreement, the Servicer shall remain obligated and liable to the Trust,
the Trust Collateral Agent and Noteholders for servicing and administering the
Receivables and the Other Conveyed Property in accordance with the provisions
of this 


 


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Agreement without diminution of such obligation or liability by virtue
thereof; provided, however, that the foregoing shall not apply to
any Backup Servicer for so long as a Lockbox Bank is performing its obligations
pursuant to the terms of a Lockbox Agreement.


 


In the event of a
termination of the Servicer, the replacement Servicer shall assume all of the
rights and obligations of the outgoing Servicer under the Lockbox Agreement
subject to the terms hereof.  In such
event, the replacement Servicer shall be deemed to have assumed all of the
outgoing Servicer’s interest therein and to have replaced the outgoing Servicer
as a party to each such Lockbox Agreement to the same extent as if such Lockbox
Agreement had been assigned to the replacement Servicer, except that the
outgoing Servicer shall not thereby be relieved of any liability or obligations
on the part of the outgoing Servicer to the Lockbox Bank under such Lockbox
Agreement.  The outgoing Servicer shall,
upon request of the Trust Collateral Agent, but at the expense of the outgoing
Servicer, deliver to the replacement Servicer all documents and records
relating to each such Lockbox Agreement and an accounting of amounts collected
and held by the Lockbox Bank and otherwise use its best efforts to effect the
orderly and efficient transfer of any Lockbox Agreement to the replacement
Servicer.  In the event that the Insurer
(so long as an Insurer Default shall not have occurred and be continuing) or a
Note Majority (if an Insurer Default shall have occurred and be continuing)
elects to change the identity of the Lockbox Bank, the outgoing Servicer, at
its expense, shall cause the Lockbox Bank to deliver, at the direction of the
Insurer (so long as an Insurer Default shall not have occurred and be
continuing) or a Note Majority (if an Insurer Default shall have occurred and
be continuing) to the Trust Collateral Agent or a successor Lockbox Bank, all
documents and records relating to the Receivables and all amounts held (or
thereafter received) by the Lockbox Bank (together with an accounting of such amounts)
and shall otherwise use its best efforts to effect the orderly and efficient
transfer of the lockbox arrangements and the Servicer shall notify the Obligors
to make payments to the Lockbox established by the successor.


 


(e)                                  The
Servicer shall remit all payments by or on behalf of the Obligors received
directly by the Servicer to the Lockbox Bank for deposit into the Collection
Account no later than the Business Day after the receipt thereof.


 


SECTION 4.3.                                           Realization
upon Receivables.


 


(a)                                  In
addition to the Servicer’s ability to direct the Issuer to sell Receivables
pursuant to Section 4.3(c) hereof, and consistent with the standards, policies
and procedures required by this Agreement, the Servicer shall use its best
efforts to repossess (or otherwise comparably convert the ownership of) and
liquidate any Financed Vehicle securing a Receivable with respect to which the
Servicer has determined that payments thereunder are not likely to be resumed,
as soon as is practicable after default on such Receivable but in no event
later than the date on which all or any portion of a Scheduled Receivables
Payment has become 91 days delinquent; provided, however, that
the Servicer may elect not to repossess a Financed Vehicle within such time
period if in its good faith judgment it determines that the proceeds ultimately
recoverable with respect to such Receivable would be increased by forbearance
or if it instead elects to direct the Issuer to sell the Receivables pursuant
to Section 4.3(c).  The Servicer is authorized
to follow such customary practices and procedures as it shall deem necessary or
advisable, consistent with the standard of care required by Section 4.1, which
practices and procedures may include reasonable efforts to realize upon any
recourse to Dealers and Third-Party


 


29

















 


Lenders, the sale of the
related Financed Vehicle at public or private sale, the submission of claims
under an Insurance Policy and other actions by the Servicer in order to realize
upon such a Receivable.  The foregoing
is subject to the provision that, in any case in which the Financed Vehicle
shall have suffered damage, the Servicer shall not expend funds in connection
with any repair or towards the repossession of such Financed Vehicle unless it
shall determine in its discretion that such repair and/or repossession shall
increase the proceeds of liquidation of the related Receivable by an amount
greater than the amount of such expenses. 
All amounts received upon liquidation of a Financed Vehicle shall be
remitted directly by the Servicer to the Collection Account without deposit
into any intervening account as soon as practicable, but in no event later than
the Business Day after receipt thereof. 
The Servicer shall be entitled to recover all reasonable expenses
incurred by it in the course of repossessing and liquidating a Financed Vehicle
into cash proceeds, but only out of the cash proceeds of such Financed Vehicle,
any deficiency obtained from the Obligor or any amounts received from the
related Dealer or Third-Party Lender, which amounts in reimbursement may be
retained by the Servicer (and shall not be required to be deposited as provided
in Section 4.2(e)) to the extent of such expenses.  The Servicer shall pay on behalf of the Trust any personal
property taxes assessed on repossessed Financed Vehicles.  The Servicer shall be entitled to
reimbursement of any such tax from Net Liquidation Proceeds with respect to
such Receivable.


 


(b)                                 If
the Servicer elects to commence a legal proceeding to enforce a Dealer
Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or
Third-Party Lender Assignment, the act of commencement shall be deemed to be an
automatic assignment from the Trust to the Servicer of the rights under such
Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or
Third-Party Lender Assignment for purposes of collection only.  If, however, in any enforcement suit or
legal proceeding it is held that the Servicer may not enforce a Dealer
Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or
Third-Party Lender Assignment on the grounds that it is not a real party in
interest or a Person entitled to enforce the Dealer Agreement, Auto Loan
Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender
Assignment, the Owner Trustee and/or the Trust Collateral Agent, at the
Servicer’s expense, or the Seller, at the Seller’s expense, shall take such
steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement,
Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender
Assignment, including bringing suit in its name or the name of the Seller or of
the Trust and the Owner Trustee and/or the Trust Collateral Agent for the
benefit of the Noteholders.  All amounts
recovered shall be remitted directly by the Servicer as provided in Section
4.2(e).


 


(c)                                  Consistent
with the standards, policies and procedures required by this Agreement, the
Servicer may use its best efforts to locate a third party purchaser that is not
affiliated with the Servicer, the Seller or the Issuer to purchase from the
Issuer any Receivable that has become more than 60 days delinquent, and shall
have the right to direct the Issuer to sell any such Receivable to the third-party
purchaser; provided, that no more than 20% of the initial number of
Receivables in the pool may be sold by the Issuer pursuant to this Section
4.3(c) in the aggregate; provided  further, that the Servicer may
elect to not direct the Issuer to sell a Receivable that has become more than
60 days delinquent if in its good faith judgment the Servicer determines that
the proceeds ultimately recoverable with respect to such Receivable would be
increased by forbearance.  In selecting
Receivables to be sold to a third party purchaser pursuant to this Section
4.3(c), the Servicer shall use commercially reasonable efforts to locate 


 


30

















 


purchasers for the most delinquent Receivables first.  In any event, the Servicer shall not use any
procedure in selecting Receivables to be sold to third party purchasers which
is materially adverse to the interest of the Noteholders or the Insurer.  The Issuer shall sell each Sold Receivable
for the greatest market price possible; provided, however, that
aggregate Sale Amounts received by the Issuer for all Receivables sold to a
single third-party purchaser on a single date must be at least equal to the sum
of the Minimum Sale Prices for all such Receivables.  The Servicer shall remit or cause the third-party purchaser to
remit all sale proceeds from the sale of Receivables directly to the Collection
Account without deposit into any intervening account as soon as practicable,
but in no event later than the Business Day after receipt thereof.


 


SECTION 4.4.                                               Insurance.


 


(a)                                  The
Servicer shall require, in accordance with its customary servicing policies and
procedures, that each Financed Vehicle be insured by the related Obligor under
the Insurance Policies referred to in Paragraph 24 of the Schedule of
Representations and Warranties and shall monitor the status of such physical
loss and damage insurance coverage thereafter, in accordance with its customary
servicing procedures.  Each Receivable requires
the Obligor to maintain such physical loss and damage insurance, naming
AmeriCredit and its successors and assigns as additional insureds, and permits
the holder of such Receivable to obtain physical loss and damage insurance at
the expense of the Obligor if the Obligor fails to maintain such
insurance.  If the Servicer shall
determine that an Obligor has failed to obtain or maintain a physical loss and
damage Insurance Policy covering the related Financed Vehicle which satisfies
the conditions set forth in clause (i)(a) of such Paragraph 24 (including,
without limitation, during the repossession of such Financed Vehicle) the
Servicer may enforce the rights of the holder of the Receivable under the
Receivable to require the Obligor to obtain such physical loss and damage
insurance in accordance with its customary servicing policies and
procedures.  The Servicer may maintain a
vendor’s single interest or other collateral protection insurance policy with
respect to all Financed Vehicles (“Collateral Insurance”) which policy
shall by its terms insure against physical loss and damage in the event any
Obligor fails to maintain physical loss and damage insurance with respect to
the related Financed Vehicle.  All
policies of Collateral Insurance shall be endorsed with clauses providing for
loss payable to the Servicer.  Costs
incurred by the Servicer in maintaining such Collateral Insurance shall be paid
by the Servicer.


 


(b)                                 The
Servicer may, if an Obligor fails to obtain or maintain a physical loss and
damage Insurance Policy, obtain insurance with respect to the related Financed
Vehicle and advance on behalf of such Obligor, as required under the terms of
the insurance policy, the premiums for such insurance (such insurance being
referred to herein as “Force-Placed Insurance”).  All policies of Force-Placed Insurance shall
be endorsed with clauses providing for loss payable to the Servicer.  Any cost incurred by the Servicer in
maintaining such Force-Placed Insurance shall only be recoverable out of
premiums paid by the Obligors or Net Liquidation Proceeds with respect to the
Receivable, as provided in Section 4.4(c).


 


(c)                                  In
connection with any Force-Placed Insurance obtained hereunder, the Servicer
may, in the manner and to the extent permitted by applicable law, require the
Obligors to repay the entire premium to the Servicer.  In no event shall the Servicer include the amount of the premium
in the Amount Financed under the Receivable. 
For all purposes of this Agreement, 


 


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the Insurance Add-On Amount
with respect to any Receivable having Force-Placed Insurance will be treated as
a separate obligation of the Obligor and will not be added to the Principal
Balance of such Receivable, and amounts allocable thereto will not be available
for distribution on the Notes and the Certificates.  The Servicer shall retain and separately administer the right to
receive payments from Obligors with respect to Insurance Add-On Amounts or
rebates of Forced-Placed Insurance premiums. 
If an Obligor makes a payment with respect to a Receivable having
Force-Placed Insurance, but the Servicer is unable to determine whether the
payment is allocable to the Receivable or to the Insurance Add-On Amount, the
payment shall be applied first to any unpaid Scheduled Receivables Payments and
then to the Insurance Add-On Amount. 
Net Liquidation Proceeds on any Receivable will be used first to pay the
Principal Balance and accrued interest on such Receivable and then to pay the
related Insurance Add-On Amount.  If an
Obligor under a Receivable with respect to which the Servicer has placed
Force-Placed Insurance fails to make scheduled payments of such Insurance
Add-On Amount as due, and the Servicer has determined that eventual payment of
the Insurance Add-On Amount is unlikely, the Servicer may, but shall not be
required to, purchase such Receivable from the Trust for the Purchase Amount on
any subsequent Determination Date.  Any
such Receivable, and any Receivable with respect to which the Servicer has
placed Force-Placed Insurance which has been paid in full (excluding any
Insurance Add-On Amounts) will be assigned to the Servicer.


 


(d)                                 The
Servicer may sue to enforce or collect upon the Insurance Policies, in its own
name, if possible, or as agent of the Trust. 
If the Servicer elects to commence a legal proceeding to enforce an
Insurance Policy, the act of commencement shall be deemed to be an automatic
assignment of the rights of the Trust under such Insurance Policy to the
Servicer for purposes of collection only. 
If, however, in any enforcement suit or legal proceeding it is held that
the Servicer may not enforce an Insurance Policy on the grounds that it is not
a real party in interest or a holder entitled to enforce the Insurance Policy,
the Owner Trustee and/or the Trust Collateral Agent, at the Servicer’s expense,
or the Seller, at the Seller’s expense, shall take such steps as the Servicer
deems necessary to enforce such Insurance Policy, including bringing suit in
its name or the name of the Trust and the Owner Trustee and/or the Trust
Collateral Agent for the benefit of the Noteholders.


 


(e)                                  The
Servicer will cause itself and may cause the Trust Collateral Agent to be named
as named insured under all policies of Collateral Insurance.


 


SECTION 4.5.                                           Maintenance
of Security Interests in Vehicles.


 


(a)                                  Consistent
with the policies and procedures required by this Agreement, the Servicer shall
take such steps on behalf of the Trust as are necessary to maintain perfection
of the security interest created by each Receivable in the related Financed
Vehicle, including, but not limited to, obtaining the execution by the Obligors
and the recording, registering, filing, re-recording, re-filing, and
re-registering of all security agreements, financing statements and
continuation statements as are necessary to maintain the security interest
granted by the Obligors under the respective Receivables.  The Trust Collateral Agent hereby authorizes
the Servicer, and the Servicer agrees, to take any and all steps necessary to
re-perfect such security interest on behalf of the Trust as necessary because
of the relocation of a Financed Vehicle or for any other reason.  In the event that the assignment of a
Receivable to the Trust is insufficient, without a notation on the related
Financed Vehicle’s certificate of title, or without fulfilling any additional 


 


32

















 


administrative requirements under the laws of the state in which the
Financed Vehicle is located, to perfect a security interest in the related
Financed Vehicle in favor of the Trust, the Servicer hereby agrees that
AmeriCredit’s designation as the secured party on the Lien Certificate is in
its capacity as Servicer as agent of the Trust.


 


(b)                                 Upon
the occurrence of an Insurance Agreement Event of Default, the Insurer may (so
long as an Insurer Default shall not have occurred and be continuing) instruct
the Trust Collateral Agent and the Servicer to take or cause to be taken, or,
if an Insurer Default shall have occurred, upon the occurrence of a Servicer
Termination Event, the Trust Collateral Agent and the Servicer shall take or
cause to be taken such action as may, in the opinion of counsel to the
Controlling Party, be necessary to perfect or re-perfect the security interests
in the Financed Vehicles securing the Receivables in the name of the Trust by
amending the title documents of such Financed Vehicles or by such other
reasonable means as may, in the opinion of counsel to the Controlling Party, be
necessary or prudent.


 


AmeriCredit hereby agrees
to pay all expenses related to such perfection or reperfection and to take all
action necessary therefor.  In addition,
prior to the occurrence of an Insurance Agreement Event of Default, the
Controlling Party may instruct the Trust Collateral Agent and the Servicer to
take or cause to be taken such action as may, in the opinion of counsel to the
Controlling Party, be necessary to perfect or re-perfect the security interest
in the Financed Vehicles underlying the Receivables in the name of the Trust, including
by amending the title documents of such Financed Vehicles or by such other
reasonable means as may, in the opinion of counsel to the Controlling Party, be
necessary or prudent; provided, however, that if the Controlling
Party requests that the title documents be amended prior to the occurrence of
an Insurance Agreement Event of Default, the out-of-pocket expenses of the
Servicer or the Trust Collateral Agent in connection with such action shall be
reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the
Controlling Party.  AmeriCredit hereby
appoints the Trust Collateral Agent as its attorney-in-fact to take any and all
steps required to be performed by AmeriCredit pursuant to this Section 4.5(b)
(it being understood that and agreed that the Trust Collateral Agent shall have
no obligation to take such steps with respect to all perfection or
reperfection, except as pursuant to the Basic Documents to which it is a party
and to which AmeriCredit has paid all expenses), including execution of
certificates of title or any other documents in the name and stead of
AmeriCredit and the Trust Collateral Agent hereby accepts such appointment.


 


SECTION 4.6.                                               Covenants,
Representations, and Warranties of Servicer.  By its execution and delivery of this Agreement, the Servicer
makes the following representations, warranties and covenants on which the
Trust Collateral Agent relies in accepting the Receivables, on which the
Trustee relies in authenticating the Notes and on which the Insurer relies in
issuing the Note Policy.


 


(a)                                  The
Servicer covenants as follows:


 


(i)                           Liens
in Force.  The Financed Vehicle
securing each Receivable shall not be released in whole or in part from the
security interest granted by the Receivable, except upon payment in full of the
Receivable or as otherwise contemplated herein;


 


33

















 


(ii)                        No
Impairment.  The Servicer shall do
nothing to impair the rights of the Trust or the Noteholders in the
Receivables, the Dealer Agreements, the Auto Loan Purchase and Sale Agreements,
the Dealer Assignments, the Third-Party Lender Assignments, the Insurance
Policies or the Other Conveyed Property except as otherwise expressly provided
herein;


 


(iii)                     No Amendments.  The Servicer shall not extend or otherwise
amend the terms of any Receivable, except in accordance with Section 4.2; and


 


(iv)                    Restrictions
on Liens.  The Servicer shall not
(i) create, incur or suffer to exist, or agree to create, incur or suffer to
exist, or consent to cause or permit in the future (upon the happening of a
contingency or otherwise) the creation, incurrence or existence of any Lien or
restriction on transferability of the Receivables except for the Lien in favor
of the Trust Collateral Agent for the benefit of the Noteholders and Insurer,
the Lien imposed by the Spread Account Agreement in favor of the Collateral
Agent for the benefit of the Trust Collateral Agent and Insurer, and the
restrictions on transferability imposed by this Agreement or (ii) sign or file
under the Uniform Commercial Code of any jurisdiction any financing statement
which names AmeriCredit or the Servicer as a debtor, or sign any security
agreement authorizing any secured party thereunder to file such financing
statement, with respect to the Receivables, except in each case any such
instrument solely securing the rights and preserving the Lien of the Trust
Collateral Agent, for the benefit of the Noteholders and the Insurer.


 


(b)                                 The
Servicer represents, warrants and covenants as of the Closing Date as to itself
that the representations and warranties set forth on the Schedule of
Representations attached hereto as Schedule B are true and correct, provided
that such representations and warranties contained therein and herein shall not
apply to any entity other than AmeriCredit.


 


SECTION 4.7.                                               Purchase
of Receivables Upon Breach of Covenant. 
Upon discovery by any of the Servicer, the Insurer, a Responsible
Officer of the Trust Collateral Agent, the Owner Trustee, a Responsible Officer
of the Backup Servicer or a Responsible Officer of the Trustee of a breach of
any of the covenants set forth in Sections 1, 2 or 3 of the Custodian Agreement
or in Sections 4.5(a) or 4.6(a) hereof, the party discovering such breach shall
give prompt written notice to the others; provided, however, that
the failure to give any such notice shall not affect any obligation of
AmeriCredit as Servicer under this Section. 
As of the second Accounting Date following its discovery or receipt of
notice of any breach of any covenant set forth in Sections 4.5(a) or 4.6(a)
which materially and adversely affects the interests of the Noteholders or the
Insurer in any Receivable (including any Liquidated Receivable) (or, at
AmeriCredit’s election, the first Accounting Date so following) or the related
Financed Vehicle, AmeriCredit shall, unless such breach shall have been cured
in all material respects, purchase from the Trust the Receivable affected by
such breach and, on the related Determination Date, AmeriCredit shall pay the related
Purchase Amount.  It is understood and
agreed that the obligation of AmeriCredit to purchase any Receivable (including
any Liquidated Receivable) with respect to which such a breach has occurred and
is continuing shall, if such obligation is fulfilled, constitute the sole
remedy against AmeriCredit for such breach available to the Insurer, the
Noteholders, the Owner Trustee, the Backup Servicer or the Trust Collateral
Agent; provided, however, that AmeriCredit shall indemnify the
Trust, the Backup Servicer, the 


 


34

















 


Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral
Agent, the Trustee and the Noteholders from and against all costs, expenses,
losses, damages, claims and liabilities, including reasonable fees and expenses
of counsel, which may be asserted against or incurred by any of them as a
result of third party claims arising out of the events or facts giving rise to
such breach.  Notwithstanding anything
to the contrary contained herein, AmeriCredit will not be required to
repurchase Receivables due solely to the Servicer’s not having received Lien
Certificates that have been properly applied for from the Registrar of Titles
in the applicable states for such Receivables unless (i) such Lien Certificates
shall not have been received with respect to Receivables with Principal
Balances which total more than 0.5% of the Aggregate Principal Balance as of
the 180th day after the Closing Date, in which case AmeriCredit
shall be required to repurchase a sufficient number of such Receivables to
cause the aggregate Principal Balances of the remaining Receivables for which
no such Lien Certificate shall have been received to be no greater than 0.5% of
the Aggregate Principal Balance as of such date or (ii) such Lien Certificates
shall not have been received as of the 240th day after the Closing
Date.  This section shall survive the
termination of this Agreement and the earlier removal or resignation of the
Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.


 


SECTION 4.8.                                           Total
Servicing Fee; Payment of Certain Expenses by Servicer.  On each Distribution Date, the Servicer
shall be entitled to receive out of the Collection Account the Base Servicing
Fee and any Supplemental Servicing Fee for the related Collection Period
(together, the “Servicing Fee”) pursuant to Section 5.7.  The Servicer shall be required to pay all
expenses incurred by it in connection with its activities under this Agreement
(including taxes imposed on the Servicer, expenses incurred in connection with
distributions and reports made by the Servicer to Noteholders or the Insurer
and all other fees and expenses of the Owner Trustee, the Collateral Agent, the
Backup Servicer, the Trust Collateral Agent or the Trustee, except taxes levied
or assessed against the Trust, and claims against the Trust in respect of
indemnification, which taxes and claims in respect of indemnification against
the Trust are expressly stated to be for the account of AmeriCredit).  The Servicer shall be liable for the fees
and expenses of the Owner Trustee, the Backup Servicer, the Trust Collateral
Agent, the Trustee, the Custodian, the Collateral Agent, the Lockbox Bank (and
any fees under the Lockbox Agreement) and the Independent Accountants.  Notwithstanding the foregoing, if the
Servicer shall not be AmeriCredit, a successor to AmeriCredit as Servicer
including the Backup Servicer permitted by Section 9.3 shall not be liable for
taxes levied or assessed against the Trust or claims against the Trust in
respect of indemnification, or the fees and expenses referred to above.


 


SECTION 4.9.                                           Preliminary
Servicer’s Certificate and Servicer’s Certificate.


 


(a)                                  No
later than 10:00 a.m. Eastern time on each Preliminary Determination Date, the
Servicer shall deliver (facsimile delivery being acceptable) to the Trustee,
the Owner Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup
Servicer, the Insurer, the Swap Provider and each Rating Agency a Preliminary
Servicer’s Certificate executed by a Responsible Officer of the Servicer
containing among other things, all information necessary to enable the Trust
Collateral Agent to give any notice required by Section 5.5(b) and to make the
distributions required by Section 5.7(a).


 


(b)                                 No
later than 10:00 a.m. Eastern time on each Determination Date, the Servicer
shall deliver (facsimile delivery being acceptable) to the Trustee, the Owner
Trustee, the 


 


35

















 


Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the
Insurer and each Rating Agency a Servicer’s Certificate executed by a
Responsible Officer of the Servicer containing among other things, (i) all
information necessary to enable the Trust Collateral Agent to make any withdrawal
and deposit required by Section 5.5 and to make the distributions required by
Section 5.7(a), (ii) a listing of all Purchased Receivables and Sold
Receivables purchased by the Servicer or sold by the Issuer as of the related
Accounting Date, identifying the Receivables so purchased by the Servicer or
sold by the Issuer, (iii) all information necessary to enable the Backup
Servicer to reconcile and recalculate the following sections of the Preliminary
Servicer’s Certificate or the Servicer’s Certificate, as applicable: the
Monthly Period Receivables Principal Balance Calculation Section, the
Statistical Data (Current and Historical) Section, the Delinquency Section and
Performance Test Section and to perform its duties as set forth in Section
4.13, (iv) all information necessary to enable the Trust Collateral Agent to
send the statements to Noteholders and the Insurer required by Section 5.10,
and (v) all information necessary to enable the Trust Collateral Agent to
reconcile the aggregate cash flows, the Collection Account for the related
Collection Period and Distribution Date, including the accounting required by
Section 5.10.  In addition to the
information set forth in the preceding sentence, the Servicer’s Certificate
shall also contain the following information: 
(a) the Delinquency Ratio, for the related Collection Period and the two
(2) preceding Collection Periods and the Gross Default Ratio and Cumulative Net
Loss Ratio (as such terms are defined in the Spread Account Agreement) for the
related Collection Period; (b) whether any Trigger Event has occurred as of
such Determination Date; (c) whether any Trigger Event that may have occurred
as of a prior Determination Date is deemed cured as of such Determination Date;
and (d) whether to the knowledge of the Servicer an Insurance Agreement Event
of Default has occurred.


 


SECTION 4.10.                                     Annual
Statement as to Compliance, Notice of Servicer Termination Event.


 


(a)                                  The
Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral
Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before
October 31 (or 120 days after the end of the Servicer’s fiscal year, if other
than June 30) of each year, beginning on October 31, 2003, an officer’s
certificate signed by any Responsible Officer of the Servicer, dated as of June
30 (or other applicable date) of such year, stating that (i) a review of the
activities of the Servicer during the preceding 12-month period (or such other
period as shall have elapsed from the Closing Date to the date of the first
such certificate (which period shall not be less than six months)) and of its
performance under this Agreement has been made under such officer’s
supervision, and (ii) to such officer’s knowledge, based on such review, the
Servicer has fulfilled all its obligations under this Agreement throughout such
period, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof.


 


(b)                                 The
Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral
Agent, the Backup Servicer, the Insurer, the Collateral Agent and each Rating
Agency, promptly after having obtained knowledge thereof, but in no event later
than two (2) Business Days thereafter, written notice in an officer’s
certificate of any event which with the giving of notice or lapse of time, or
both, would become a Servicer Termination Event under Section 9.1(a).  The Seller or the Servicer shall deliver to
the Trustee, the Owner Trustee, the Trust 


 


36

















 


Collateral Agent, the Backup Servicer, the Insurer, the Collateral
Agent, the Servicer or the Seller (as applicable) and each Rating Agency
promptly after having obtained knowledge thereof, but in no event later than
two (2) Business Days thereafter, written notice in an officer’s certificate of
any event which with the giving of notice or lapse of time, or both, would
become a Servicer Termination Event under any other clause of Section 9.1.


 


SECTION 4.11.                                     Annual
Independent Accountants’ Report. 
The Servicer shall cause a firm of nationally recognized independent
certified public accountants (the “Independent Accountants”), who may
also render other services to the Servicer or to the Seller, to deliver to the
Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer,
the Insurer and each Rating Agency, on or before October 31 (or 120 days after
the end of the Servicer’s fiscal year, if other than June 30) of each year,
beginning on October 31, 2003, with respect to the twelve months ended the
immediately preceding June 30 (or other applicable date) (or such other period
as shall have elapsed from the Closing Date to the date of such certificate
(which period shall not be less than six months)), a statement (the “Accountants’
Report”) addressed to the Board of Directors of the Servicer, to the
Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and
to the Insurer, to the effect that such firm has audited the books and records
of AmeriCredit Corp., in which the Servicer is included as a consolidated
subsidiary, and issued its report thereon in connection with the audit report
on the consolidated financial statements of AmeriCredit Corp. and that (1) such
audit was made in accordance with generally accepted auditing standards, and
accordingly included such tests of the accounting records and such other
auditing procedures as such firm considered necessary in the circumstances; (2)
the firm is independent of the Seller and the Servicer within the meaning of
the Code of Professional Ethics of the American Institute of Certified Public
Accountants, and (3) includes a report on the application of agreed upon
procedures to three randomly selected Servicer’s Certificates including the
delinquency, default and loss statistics required to be specified therein
noting whether any exceptions or errors in the Servicer’s Certificates were
found.


 


SECTION 4.12.                                     Access
to Certain Documentation and Information Regarding Receivables.  The Servicer shall provide to
representatives of the Trustee, the Owner Trustee, the Trust Collateral Agent,
the Backup Servicer and the Insurer reasonable access to the documentation
regarding the Receivables.  In each
case, such access shall be afforded without charge but only upon reasonable
request and during normal business hours. 
Nothing in this Section shall affect the obligation of the Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Obligors, and the failure of the Servicer to provide access as provided in this
Section as a result of such obligation shall not constitute a breach of this
Section.


 


SECTION 4.13.                                     Monthly
Tape.  On or before the Distribution
Date, but in no event later than the seventh calendar day, of each month, the
Servicer will deliver to the Trust Collateral Agent, the Insurer and the Backup
Servicer a computer tape and a diskette (or any other electronic transmission
acceptable to the Trust Collateral Agent, the Insurer and the Backup Servicer)
in a format acceptable to the Trust Collateral Agent, the Insurer and the
Backup Servicer containing the information with respect to the Receivables as
of the preceding Accounting Date necessary for preparation of the Servicer’s
Certificate relating to the immediately preceding Determination Date and
necessary to review the application of collections as provided in Section 5.4
(the “Monthly Tape”).  The Backup
Servicer shall use such 


 


37

















 


tape or diskette (or other electronic transmission acceptable to the
Trust Collateral Agent and the Backup Servicer) to (i) confirm that the
Servicer’s Certificate is complete on its face, (ii) confirm that such tape,
diskette or other electronic transmission is in readable form, (iii) verify the
mathematical accuracy of all calculations contained within the Servicer’s
Certificate with respect to the information set forth in 4.9(b)(iii) and (iv)
calculate and confirm (A) the aggregate amount distributable as principal on
the related Distribution Date to each Class of Notes, (B) the aggregate amount
distributable as interest on the related Distribution Date to each Class of
Notes, (C) any amounts distributable on the related Distribution Date which are
to be paid with funds (y) withdrawn from the Spread Account, or (z) drawn under
the Note Policy, (D) the outstanding principal amount of each Class of Notes
after giving effect to all distributions made pursuant to clause (A), above,
(E) the Note Pool Factor for each Class of Notes after giving effect to all
distributions made pursuant to clause (A), above, and (F) the aggregate
Noteholders’ Principal Carryover Amount and the aggregate Noteholders’ Interest
Carryover Amount on such Distribution Date after giving effect to all
distributions made pursuant to clauses (A) and (B), above, respectively.  The Backup Servicer shall certify to the
Controlling Party and to the Trustee that it has verified the Servicer’s
Certificate in accordance with this Section and shall notify the Servicer and
the Controlling Party of any discrepancies, in each case, on or before the
fifth Business Day following the Distribution Date.  In the event that the Backup Servicer reports any discrepancies,
the Servicer and the Backup Servicer shall attempt to reconcile such
discrepancies prior to the next succeeding Distribution Date, but in the
absence of a reconciliation, the Servicer’s Certificate shall control for the
purpose of calculations and distributions with respect to the next succeeding
Distribution Date.  In the event that
the Backup Servicer and the Servicer are unable to reconcile discrepancies with
respect to a Servicer’s Certificate by the next succeeding Distribution Date, the
Servicer shall cause the Independent Accountants, at the Servicer’s expense, to
audit the Servicer’s Certificate and, prior to the last day of the month after
the month in which such Servicer’s Certificate was delivered, reconcile the
discrepancies.  The effect, if any, of
such reconciliation shall be reflected in the Preliminary Servicer’s
Certificate for the next succeeding Distribution Date, and/or the Servicer’s
Certificate for such next succeeding Determination Date.  In addition, upon the occurrence of a
Servicer Termination Event the Servicer shall, if so requested by the
Controlling Party, deliver to the Backup Servicer or any replacement Servicer
its Collection Records and its Monthly Records within 15 days after demand
therefor and a computer tape containing as of the close of business on the date
of demand all of the data maintained by the Servicer in computer format in
connection with servicing the Receivables. 
Other than the duties specifically set forth in this Agreement, the
Backup Servicer shall have no obligations hereunder, including, without
limitation, to supervise, verify, monitor or administer the performance of the
Servicer.  The Backup Servicer shall
have no liability for any actions taken or omitted by the Servicer.


 


SECTION 4.14.                                     [Reserved]



 


SECTION 4.15.                                     Fidelity
Bond and Errors and Omissions Policy. 
The Servicer has obtained, and shall continue to maintain in full force
and effect, a Fidelity Bond and Errors and Omissions Policy of a type and in
such amount as is customary for servicers engaged in the business of servicing
automobile receivables.


 


38

















 


ARTICLE V


 


Trust
Accounts; Distributions;

Statements to Noteholders


 


SECTION 5.1.                                           Establishment
of Trust Accounts.


 


(a)                                  (i)  The
Trust Collateral Agent, on behalf of the Noteholders and the Insurer, shall
establish and maintain in its own name an Eligible Deposit Account (the “Collection
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Trust Collateral Agent on
behalf of the Noteholders and the Insurer. 
The Collection Account shall initially be established with the Trust
Collateral Agent.


 


(ii)  The Trust
Collateral Agent, on behalf of the Noteholders, shall establish and maintain in
its own name an Eligible Deposit Account (the “Note Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Trust Collateral Agent on behalf of the Noteholders
and the Insurer.  The Note Distribution Account
shall initially be established with the Trust Collateral Agent.


 


(b)                                 Funds
on deposit in the Collection Account and the Note Distribution Account
(collectively, the “Trust Accounts”) and the Lockbox Accounts shall be
invested by the Trust Collateral Agent (or any custodian with respect to funds
on deposit in any such account) in Eligible Investments selected in writing by
the Servicer (pursuant to standing instructions or otherwise).  All such Eligible Investments shall be held
by or on behalf of the Trust Collateral Agent for the benefit of the
Noteholders and the Insurer, as applicable. 
Other than as permitted by the Rating Agencies and the Insurer, funds on
deposit in any Account shall be invested in Eligible Investments that will
mature so that such funds will be available at the close of business on the
Business Day immediately preceding the following Distribution Date.  Funds deposited in a Trust Account on the
day immediately preceding a Distribution Date upon the maturity of any Eligible
Investments are required to be invested overnight.  All Eligible Investments will be held to maturity.


 


(c)                                  All
investment earnings of moneys deposited in the Trust Accounts shall be
deposited (or caused to be deposited)on each Distribution Date by the Trust Collateral
Agent in the Collection Account, and any loss resulting from such investments
shall be charged to such account.  The
Servicer will not direct the Trust Collateral Agent to make any investment of
any funds held in any of the Trust Accounts unless the security interest
granted and perfected in such account will continue to be perfected in such
investment, in either case without any further action by any Person, and, in
connection with any direction to the Trust Collateral Agent to make any such investment,
if requested by the Trust Collateral Agent, the Servicer shall deliver to the
Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust
Collateral Agent, to such effect.


 


(d)                                 The
Trust Collateral Agent shall not in any way be held liable by reason of any
insufficiency in any of the Trust Accounts resulting from any loss on any
Eligible Investment included therein except for losses attributable to the
Trust Collateral Agent’s negligence or bad faith or its failure to make
payments on such Eligible Investments issued by 


 


39

















 


the Trust Collateral Agent, in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms.


 


(e)                                  If
(i) the Servicer shall have failed to give investment directions in writing for
any funds on deposit in the Trust Accounts to the Trust Collateral Agent by
1:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and
Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of
Default shall have occurred and be continuing with respect to the Notes but the
Notes shall not have been declared due and payable, or, if such Notes shall
have been declared due and payable following an Event of Default, amounts collected
or receivable from the Trust Property are being applied as if there had not
been such a declaration; then the Trust Collateral Agent shall, to the fullest
extent practicable, invest and reinvest funds in the Trust Accounts in the
investment described in clause (d) of the definition of Eligible Investments.


 


(f)                                    (i)  The
Trust Collateral Agent shall possess all right, title and interest in all funds
on deposit from time to time in the Trust Accounts and in all proceeds thereof
and all such funds, investments, proceeds and income shall be part of the Owner
Trust Estate.  Except as otherwise
provided herein, the Trust Accounts shall be under the sole dominion and
control of the Trust Collateral Agent for the benefit of the Noteholders, as
the case may be, and the Insurer.  If,
at any time, any of the Trust Accounts ceases to be an Eligible Deposit
Account, the Trust Collateral Agent (or the Servicer on its behalf) shall
within five Business Days (or such longer period as to which each Rating Agency
and the Insurer may consent) establish a new Trust Account as an Eligible
Deposit Account and shall transfer any cash and/or any investments to such new
Trust Account.  In connection with the
foregoing, the Servicer agrees that, in the event that any of the Trust Accounts
are not accounts with the Trust Collateral Agent, the Servicer shall notify the
Trust Collateral Agent in writing promptly upon any of such Trust Accounts
ceasing to be an Eligible Deposit Account.


 


(ii)  With
respect to the Trust Account Property, the Trust Collateral Agent agrees that:


 


(A)                              any
Trust Account Property that is held in deposit accounts shall be held solely in
the Eligible Deposit Accounts; and, except as otherwise provided herein, each
such Eligible Deposit Account shall be subject to the exclusive custody and
control of the Trust Collateral Agent, and the Trust Collateral Agent shall
have sole signature authority with respect thereto;


 


(B)                                any
Trust Account Property that constitutes Physical Property shall be delivered to
the Trust Collateral Agent in accordance with paragraph (a) of the definition
of “Delivery” and shall be held, pending maturity or disposition, solely
by the Trust Collateral Agent or a financial intermediary (as such term is
defined in Section 8-313(4) of the UCC) acting solely for the Trust Collateral
Agent;


 


(C)                                any
Trust Account Property that is a book-entry security held through the Federal
Reserve System pursuant to Federal book-entry 


 


40

















 


regulations shall be delivered
in accordance with paragraph (b) of the definition of “Delivery” and
shall be maintained by the Trust Collateral Agent, pending maturity or
disposition, through continued book-entry registration of such Trust Account
Property as described in such paragraph; and


 


(D)                               any
Trust Account Property that is an “uncertificated security” under
Article 8 of the UCC and that is not governed by clause (C) above shall be
delivered to the Trust Collateral Agent in accordance with paragraph (c) of the
definition of “Delivery” and shall be maintained by the Trust Collateral
Agent, pending maturity or disposition, through continued registration of the
Trust Collateral Agent’s (or its nominee’s) ownership of such security.


 


(g)                                 The
Servicer shall have the power, revocable by the Insurer or, with the consent of
the Insurer by the Trustee or by the Owner Trustee with the consent of the
Trustee, to instruct the Trust Collateral Agent to make withdrawals and
payments from the Trust Accounts for the purpose of permitting the Servicer and
the Trust Collateral Agent to carry out its respective duties hereunder.


 


(h)                                 The
Trust Collateral Agent acknowledges that, pursuant to the provisions of the
Swap Agreements, the Swap Provider may be required to post collateral with the
Trust Collateral Agent to secure the Swap Provider’s obligations under the Swap
Agreement.  The Trust Collateral Agent
agrees to establish and maintain an Eligible Deposit Account (the “Swap
Account”) to hold such collateral, if requested to do so by the Servicer or the
Controlling Party.  The Trust Collateral
Agent further agrees to follow such written instructions relating to the
administration of, and transfers from such account, as may be delivered by (i)
the Servicer (with the consent of the Controlling Party) or (ii) the
Controlling Party.


 


SECTION 5.2.                                           [Reserved]


 


SECTION 5.3.                                           Certain
Reimbursements to the Servicer.  The
Servicer will be entitled to be reimbursed from amounts on deposit in the
Collection Account with respect to a Collection Period for amounts previously
deposited in the Collection Account but later determined by the Servicer to
have resulted from mistaken deposits or postings or checks returned for
insufficient funds.  The amount to be
reimbursed hereunder shall be paid to the Servicer on the related Distribution
Date pursuant to Section 5.7(a)(ii) upon certification by the Servicer of such
amounts and the provision of such information to the Trust Collateral Agent and
the Insurer as may be necessary in the opinion of the Insurer to verify the
accuracy of such certification; provided, however, that the
Servicer must provide such clarification within 12 months of such mistaken
deposit, posting, or returned check.  In
the event that the Insurer has not received evidence satisfactory to it of the
Servicer’s entitlement to reimbursement pursuant to this Section, the Insurer
shall (unless an Insurer Default shall have occurred and be continuing) give
the Trust Collateral Agent notice in writing to such effect, following receipt
of which the Trust Collateral Agent shall not make a distribution to the
Servicer in respect of such amount pursuant to Section 5.7, or if the Servicer
prior thereto has been reimbursed pursuant to Section 5.7, the Trust Collateral
Agent shall withhold such amounts from amounts otherwise 


 


41

















 


distributable to the Servicer on the next succeeding Distribution
Date.  The Servicer will additionally be
entitled to receive from amounts on deposit in the Collection Account with respect
to a Collection Period any amounts paid by Obligors that were collected in the
Lockbox Account but that do not relate to (i) principal and interest payments
due on the Receivables and (ii) any fees or expenses related to extensions due
on the Receivables.


 


SECTION 5.4.                                               Application
of Collections.  All collections for
the Collection Period shall be applied by the Servicer as follows:


 


With respect to each
Receivable (other than a Purchased Receivable or a Sold Receivable), payments
by or on behalf of the Obligor, (other than Supplemental Servicing Fees with
respect to such Receivable, to the extent collected) shall be applied to
interest and principal in accordance with the Simple Interest Method.


 


All amounts collected
that are payable to the Servicer as Supplemental Servicing Fees hereunder shall
be deposited in the Collection Account and paid to the Servicer in accordance
with Section 5.7(a).


 


SECTION 5.5.                                           Withdrawals
from Spread Account.


 


(a)                                  In
the event that the Servicer’s Certificate with respect to any Determination
Date shall state that there is a Spread Account Claim Amount then on the Spread
Account Claim Date immediately preceding the related Distribution Date, the
Trust Collateral Agent shall deliver to the Collateral Agent, the Owner Trustee,
the Trustee, the Insurer and the Servicer, by hand delivery or facsimile
transmission, a written notice (a “Deficiency Notice”) specifying the
Spread Account Claim Amount for such Distribution Date and the Deficiency
Amount, if any.  Such Deficiency Notice
shall direct the Collateral Agent to remit such Spread Account Claim Amount (to
the extent of the funds available to be distributed pursuant to the Spread
Account Agreement) to the Trust Collateral Agent for deposit in the Collection
Account on the related Distribution Date.


 


Any Deficiency Notice
shall be delivered by 12:00 noon, Eastern time, on the second Business Day
preceding such Distribution Date.


 


(b)                                 In
the event that the Preliminary Servicer’s Certificate with respect to any
Preliminary Determination Date shall state that there shall be an Accelerated
Payment Amount Shortfall with respect to the related Distribution Date, then on
the Business Day preceding such Distribution Date, the Trust Collateral Agent
shall deliver to the Collateral Agent, the Insurer and the Servicer, by hand
delivery or facsimile transmission, an Accelerated Payment Shortfall
Notice.  Such Accelerated Payment
Shortfall Notice shall direct the Collateral Agent to remit such Accelerated
Payment Amount Shortfall to the Trust Collateral Agent (to the extent of funds
available to be distributed in the Spread Account) for deposit in the
Collection Account on the related Distribution Date.  Any Accelerated Payment Shortfall Notice shall be delivered by
2:00 p.m. Eastern time, on the Business Day preceding such Distribution Date.


 


(c)                                  The
amounts distributed by the Collateral Agent to the Trust Collateral Agent
pursuant to a Deficiency Notice or Accelerated Payment Shortfall Notice shall
be deposited by the Trust Collateral Agent into the Collection Account pursuant
to Section 5.6.


 


42

















 


SECTION 5.6.                                           Additional
Deposits.


 


(a)                                  The
Servicer and the Seller, as applicable, shall deposit or cause to be deposited
in the Collection Account on the Preliminary Determination Date on which such
obligations are due the aggregate Purchase Amount with respect to Purchased
Receivables and the aggregate Sale Amounts with respect to Sold
Receivables.  On or before each
Distribution Date, the Trust Collateral Agent shall remit to the Collection
Account any amounts delivered to the Trust Collateral Agent by the Collateral
Agent.


 


(b)                                 The
proceeds of any purchase or sale of the assets of the Trust described in
Section 10.1 hereof shall be deposited in the Collection Account.


 


SECTION 5.7.                                           Distributions


 


(a)                                  On
each Distribution Date, the Trust Collateral Agent shall (based solely on the
information contained in the Preliminary Servicer’s Certificate delivered with
respect to the related Preliminary Determination Date) distribute the following
amounts from the Collection Account unless otherwise specified, to the extent
of the sources of funds stated to be available therefor, and in the following
order of priority:


 


(i)                           from
the Available Funds, to the Swap Provider, net payments (excluding Swap
Termination Payments unless such Swap Termination Payment is insured under the
Swap Provider Policy) due to it under the Swap Agreement; provided, that
any payments made to a Swap Provider under the Swap Provider Policy on a
Distribution Date shall be deemed to be payments made to that Swap Provider
pursuant to this clause (i) on such Distribution Date;


 


(ii)                        from
the Available Funds, to the Servicer, the Base Servicing Fee for the related
Collection Period, any Supplemental Servicing Fees for the related Collection
Period, any amounts specified in Section 5.3, to the extent the Servicer has
not reimbursed itself in respect of such amounts pursuant to Section 5.3 and to
the extent not retained by the Servicer and to pay to AmeriCredit any amounts
paid by Obligors during the preceding calendar month that did not relate to (i)
principal and interest payments due on the Receivables and (ii) any fees or
expenses related to extensions due on the Receivables and, to any successor
Servicer, transition fees not to exceed $300,000 (including boarding fees) in
the aggregate;


 


(iii)                     from the Available Funds, to each
of the Lockbox Banks, the Trustee, the Backup Servicer and the Owner Trustee,
their respective accrued and unpaid fees and expenses and any accrued and
unpaid fees and expenses of the Trust Collateral Agent (in each case, to the
extent such fees or expenses have not been previously paid by the Servicer and
provided that such fees and expenses shall not exceed (w) $100,000 in the
aggregate in any calendar year to the Owner Trustee, (x) $200,000 in the
aggregate in any calendar year to the Lockbox Banks, the Trust Collateral
Agent, the Backup Servicer and the Trustee;


 


(iv)                    from
the Available Funds to the Note Distribution Account, the Noteholders’ Interest
Distributable Amount;


 


43

















 


(v)                       from
the Available Funds, to the Insurer, the Premium (as defined in the Insurance
Agreement) and, so long as no Insurer Default has occurred and is continuing,
to the extent of any amounts owing to the Insurer under the Insurance Agreement
and not paid;


 


(vi)                    from
the Available Funds to the Note Distribution Account, the Noteholders’
Principal Distributable Amount;


 


(vii)                 from the Available Funds to the Spread
Account, an amount, if necessary, required to increase the amount therein to
its then required level;


 


(viii)              from the Available Funds and other
amounts, if any, received by the Trust Collateral Agent in respect of the
Accelerated Payment Amount Shortfall, to the Note Distribution Account, the
Noteholders’ Accelerated Principal Amount;


 


(ix)                      from
Available Funds, to the Swap Provider, any Swap Termination Payments to the
extent not already paid pursuant to clause (i) above;


 


(x)                         from
Available Funds, to the Insurer, so long as an Insurer Default has occurred and
is continuing, the amounts described in clause (v) above, excluding the
Premium, as defined in the Insurance Agreement; and


 


(xi)                      from
Available Funds, any remaining Available Funds to the Collateral Agent for
deposit in the Spread Account .


 


provided,
however, that, (A) following an acceleration of the Notes or, (B) if an
Insurer Default shall have occurred and be continuing and an Event of Default
pursuant to Section 5.1(i), 5.1(ii), 5.1(iv), 5.1(v) or 5.1(vi) of the
Indenture shall have occurred and be continuing, or (C) the receipt of
Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note
Distribution Account (including any such Insolvency Proceeds) shall be paid to
the Noteholders, pursuant to Section 5.6 of the Indenture.


 


(b)                                 On
each Distribution Date, the Trust Collateral Agent shall (based solely on the
information contained in the Servicer’s Certificate delivered with respect to
the related Determination Date, unless the Insurer shall have notified the
Trust Collateral Agent in writing of any errors or deficiencies with respect
thereto) distribute from the Collection Account the Additional Funds Available
in accordance with the priorities set forth in Section 5.7(a) and the Trustee
shall deposit in the Note Distribution Account any Insured Payments (as defined
in the Note Policy) due on such Distribution Date, which amount shall be
applied solely to the payment of amounts then due and unpaid on the Notes in
accordance with the priorities set forth in Section 5.8(a) hereof or Section
5.6 of the Indenture, as applicable.


 


(c)                                  In
the event that the Collection Account is maintained with an institution other
than the Trust Collateral Agent, the Servicer shall instruct and cause such
institution to make all deposits and distributions pursuant to Sections 5.7(a)
and 5.7(b) on the related Distribution Date.


 


44

















 


SECTION 5.8.                                           Note
Distribution Account.


 


(a)                                  On
each Distribution Date (based solely on the information contained in the
Preliminary Servicer’s Certificate) the Trust Collateral Agent shall distribute
all amounts on deposit in the Note Distribution Account to Noteholders in
respect of the Notes to the extent of amounts due and unpaid on the Notes for
principal and interest in the following amounts and in the following order of
priority:


 


(i)                           accrued
and unpaid interest on the Notes; provided that if there are not
sufficient funds in the Note Distribution Account to pay the entire amount of
accrued and unpaid interest then due on each Class of Notes, the amount in the
Note Distribution Account shall be applied to the payment of such interest on
each Class of Notes pro rata on the basis of the amount of accrued and unpaid
interest due on each Class of Notes;


 


(ii)                        The
Principal Distributable Amount shall be distributed as follows:


 


(1)                                  to
the Holders of the Class A-1 Notes with the total amount paid out on each
Distribution Date until the outstanding principal balance of the Class A-1
Notes has been reduced to zero;


 


(2)                                  to
the Holders of the Class A-2-A Notes and the Class A-2-B Notes, pro rata,
with the total amount paid out on each Distribution Date until the outstanding
principal balance of the Class A-2-A Notes and the Class A-2-B Notes has been
reduced to zero;


 


(3)                                  to
the Holders of the Class A-3-A Notes and the Class A-3-B Notes, pro rata,
with the total amount paid out on each Distribution Date until the outstanding
principal balance of the Class A-3-A Notes and the Class A-3-B Notes has been
reduced to zero; and


 


(4)                                  to
the Holders of the Class A-4-A Notes and the Class A-4-B Notes, pro rata,
until the outstanding principal balance of the Class A-4-A Notes and the Class
A-4-B Notes is reduced to zero.


 


(b)                                 On
each Distribution Date, the Trust Collateral Agent shall send to each
Noteholder the statement provided to the Trust Collateral Agent by the Servicer
pursuant to Section 5.10 hereof on such Distribution Date.


 


(c)                                  In
the event that any withholding tax is imposed on the Trust’s payment (or
allocations of income) to a Noteholder, such tax shall reduce the amount
otherwise distributable to the Noteholder in accordance with this Section.  The Trust Collateral Agent is hereby
authorized and directed to retain from amounts otherwise distributable to the
Noteholders sufficient funds for the payment of any tax attributable to the
Trust (but such authorization shall not prevent the Trust Collateral Agent from
contesting any such tax in appropriate proceedings, and withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed
with respect to a Noteholder shall be treated as cash distributed to such
Noteholder at the time it is withheld by the Trust and remitted to the
appropriate taxing authority.  If there
is a possibility that withholding tax is payable with respect to a distribution
(such as a distribution to a non-US Noteholder), the Trust Collateral 


 


45

















 


Agent may in its sole discretion withhold such amounts in accordance
with this clause (c).  In the event that
a Noteholder wishes to apply for a refund of any such withholding tax, the
Trust Collateral Agent shall reasonably cooperate with such Noteholder in
making such claim so long as such Noteholder agrees to reimburse the Trust
Collateral Agent for any out-of-pocket expenses (including legal fees and
expenses) incurred.


 


(d)                                 Distributions
required to be made to Noteholders on any Distribution Date shall be made to
each Noteholder of record on the preceding Record Date either by (i) wire
transfer, in immediately available funds, to the account of such Holder at a
bank or other entity having appropriate facilities therefore, if such Noteholder
shall have provided to the Note Registrar appropriate written instructions at
least five Business Days prior to such Distribution Date and such Holder’s
Notes in the aggregate evidence a denomination of not less than $1,000,000 or
(ii) by check mailed to such Noteholder at the address of such holder appearing
in the Note Register.  Notwithstanding
the foregoing, the final distribution in respect of any Note (whether on the
Final Scheduled Distribution Date or otherwise) will be payable only upon presentation
and surrender of such Note at the office or agency maintained for that purpose
by the Note Registrar pursuant to Section 2.4 of the Indenture.


 


(e)                                  Subject
to Section 5.1 and this section, monies received by the Trust Collateral Agent
hereunder need not be segregated in any manner except to the extent required by
law and may be deposited under such general conditions as may be prescribed by
law, and the Trust Collateral Agent shall not be liable for any interest
thereon.


 


SECTION 5.9.                                           [Reserved].


 


SECTION 5.10.                                     Statements
to Noteholders.


 


(a)                                  On
or prior to each Distribution Date, the Trust Collateral Agent shall provide
each Noteholder of record (with a copy to the Insurer and the Rating Agencies)
a statement setting forth at least the following information as to the Notes to
the extent applicable:


 


(i)                           the
amount of such distribution allocable to principal of each Class of Notes;


 


(ii)                        the
amount of such distribution allocable to interest on or with respect to each
Class of Notes;


 


(iii)                     the amount of such distribution
payable out of amounts withdrawn from the Spread Account or pursuant to a claim
on the Note Policy;


 


(iv)                    the
Pool Balance as of the close of business on the last day of the preceding
Collection Period;


 


(v)                       the
aggregate outstanding principal amount of each Class of the Notes and the Note
Pool Factor for each such Class after giving effect to payments allocated to
principal reported under (i) above;


 


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(vi)                    the
amount of the Servicing Fee paid to the Servicer with respect to the related
Collection Period and/or due but unpaid with respect to such Collection Period
or prior Collection Periods, as the case may be;


 


(vii)                 the Noteholders’ Interest Carryover
Amount and the Noteholders’ Principal Carryover Amount;


 


(viii)              the amount of the aggregate Realized
Losses, if any, for the second preceding Collection Period;


 


(ix)                      the
aggregate Purchase Amounts for Receivables, if any, that were repurchased by
the Servicer in such period; and


 


(x)                         the
aggregate Sale Amounts for Sold Receivables, if any, that were sold by the
Issuer in such period.


 


Each amount set forth
pursuant to paragraph (i), (ii), (iii), (vi) and (vii) above shall be expressed
as a dollar amount per $1,000 of the initial principal balance of the Notes (or
Class thereof).


 


(b)                                 The
Trust Collateral Agent will make the statements referred to in Section 5.10(a)
above (and, at its option, any additional files containing the same information
in an alternative format) available each month via the Trust Collateral Agent’s
internet website, which is presently located at www.jpmorgan.com/absmbs.  Persons that are entitled to receive such
statements but are unable to use the above website are entitled to have a paper
copy mailed to them via first class mail by calling the Trust Collateral Agent
at (212) 623-5600.  The Trust Collateral
Agent shall have the right to change the way the statements referred to in
Section 5.10(a) above are distributed in order to make such distribution more
convenient and/or more accessible to the parties entitled to receive such
statements.  The Trust Collateral Agent
shall provide notification of any such change to all parties entitled to
receive such statements in the manner described in Section 12.3 hereof, Section
11.4 of the Indenture or Section 11.5 of the Indenture, as appropriate.


 


SECTION 5.11.                                     Optional
Deposits by the Insurer.  The
Insurer shall at any time, and from time to time, with respect to a
Distribution Date, have the option (but shall not be required, except in
accordance with the terms of the Note Policy) to deliver amounts to the Trust
Collateral Agent for deposit into the Collection Account for any of the
following purposes:  (i) to provide funds
in respect of the payment of fees or expenses of any provider of services to
the Trust with respect to such Distribution Date, or (ii) to include such
amount to the extent that without such amount a draw would be required to be
made on the Note Policy.


 


SECTION 5.12                                            Determination
of LIBOR


 


The Trust Collateral
Agent will determine LIBOR for purposes of calculating the Interest Rate for
the Class A-2-B Notes, the Class A-3-B Notes and the Class A-4-B Notes on April
14, 2003 for the period from the Closing Date to the first Distribution Date,
and for each given Interest Period thereafter, on the second London Business
Day prior to the prior Distribution Date (each, a “LIBOR Determination  Date”).  For purposes of calculating LIBOR, a 


 


47

















 


“London Business Day”
means a business day and a day on which banking institutions in the City of
London, England are not required or authorized by law to be closed.


 


“LIBOR” means,
with respect to any Interest Period, the London interbank offered rate for
deposits in U.S. dollars having a maturity of one month commencing on the
related LIBOR Determination Date (the “Index Maturity”) which appears on
Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR
Determination Date.  If the rates used
to determine LIBOR do not appear on the Telerate page 3750, the rates for that
day will be determined on the basis of the rates at which deposits in U.S.
dollars, having the Index Maturity and in a principal amount of not less than
U.S. $1,000,000 are offered at approximately 11:00 a.m., London Time, on such
LIBOR Determination Date to prime banks in the London interbank market by the
Reference Banks.  The Trust Collateral
Agent will request the principal London office of each of such Reference Banks
to provide a quotation of its rate.  If
at least two such quotations are provided, the rate for that day will be the
arithmetic mean, rounded upward, if necessary, to the nearest 1/100,000 of 1%
(0.0000001), with five-one millionths of a percentage point rounded upward, of
all such quotations.  If fewer than two
such quotations are provided, the rate for that day will be the arithmetic
mean, rounded upward of necessary to the nearest 1/100,000 of 1% (0.0000001),
with five-one millionths of a percentage point rounded upward, of the offered
per annum rates that one or more leading banks in New York City, selected by
the Trust Collateral Agent, are quoting as of approximately 11:00 a.m., Eastern
time, on such LIBOR Determination Date to leading European banks for United
States dollar deposits for that Maturity; provided that if the banks
selected as aforesaid are not quoting as mentioned in this sentence, LIBOR in
effect for the applicable Interest Period will be LIBOR in effect for the
previous Interest Period.


 


“Telerate Page 3750”
is the display page named on the Dow Jones Telerate Services (or any other page
that replaces that page on that service for the purpose of displaying
comparable name or rates).


 


“Reference Banks”
means the four major banks in the London interbank market selected by the Trust
Collateral Agent.


 


ARTICLE VI


 


The
Note Policy


 


SECTION 6.1.                                           Claims
Under Note Policy.


 


(a)                                  In
the event that the Trust Collateral Agent has delivered a Deficiency Notice
with respect to any Determination Date pursuant to Section 5.5 hereof, the
Trust Collateral Agent shall on the related Draw Date determine the Deficiency
Amount for the related Distribution Date. 
If the Deficiency Amount for such Distribution Date is greater than
zero, the Trustee shall furnish to the Insurer no later than 12:00 noon Eastern
time on the related Draw Date a completed Notice of Claim (as defined in (b)
below) in the amount of the Deficiency Amount. 
Amounts paid by the Insurer pursuant to a claim submitted under this
Section shall be deposited by the Trustee into the Note Distribution Account
for payment to Noteholders on the related Distribution Date.


 


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(b)                                 Any
notice delivered by the Trustee to the Insurer in the form attached as Exhibit
A to the Note Policy pursuant to subsection 6.1(a) shall specify the Deficiency
Amount claimed under the Note Policy and shall constitute a “Notice of Claim”
under the Note Policy.  In accordance
with the provisions of the Note Policy, the Insurer is required to pay to the
Trustee the Deficiency Amount properly claimed thereunder by 12:00 noon., New
York time, on the later of (i) the second Business Day following receipt on a
Business Day of the Notice of Claim, and (ii) the applicable Distribution Date.  Any payment made by the Insurer under the
Note Policy shall be applied solely to the payment of the Notes, and for no
other purpose.


 


(c)                                  The
Trustee shall (i) receive as attorney-in-fact of each Noteholder any Deficiency
Amount from the Insurer and (ii) deposit the same in the Note Distribution
Account for distribution to Noteholders. 
Any and all Deficiency Amounts disbursed by the Trustee or the Trust
Collateral Agent from claims made under the Note Policy shall not be considered
payment by the Trust or from the Spread Account with respect to such Notes, and
shall not discharge the obligations of the Trust with respect thereto.  The Insurer shall, to the extent it makes
any payment with respect to the Notes, become subrogated to the rights of the
recipients of such payments to the extent of such payments.  Subject to and conditioned upon any payment
with respect to the Notes by or on behalf of the Insurer, the Trustee shall
assign to the Insurer all rights to the payment of interest or principal with
respect to the Notes which are then due for payment to the extent of all
payments made by the Insurer, and the Insurer may exercise any option, vote,
right, power or the like with respect to the Notes to the extent that it has
made payment pursuant to the Note Policy. 
To evidence such subrogation, the Note Registrar shall note the
Insurer’s rights as subrogee upon the register of Noteholders upon receipt from
the Insurer of proof of payment by the Insurer of any Deficiency Amount.  The foregoing subrogation shall in all cases
be subject to the rights of the Noteholders to receive all Insured Payments (as
defined in the Note Policy) in respect of the Notes.


 


(d)                                 The
Trustee and the Trust Collateral Agent shall keep a complete and accurate
record of all funds deposited by the Insurer into the Note Distribution Account
with respect to the Note Policy and the allocation of such funds to payment of
interest on and principal paid in respect of any Note.  The Insurer shall have the right to inspect
such records at reasonable times upon one Business Day’s prior notice to the
Trust Collateral Agent or the Trustee.


 


(e)                                  The
Trustee shall be entitled to enforce on behalf of the Noteholders the
obligations of the Insurer under the Note Policy.  Notwithstanding any other provision of this Agreement or any
Basic Document, the Noteholders are not entitled to institute proceedings
directly against the Insurer.


 


SECTION 6.2.                                           Preference
Claims Under Note Policy.


 


(a)                                  In
the event that the Trustee has received a certified copy of an order of the
appropriate court that any payment paid on a Note has been avoided in whole or
in part as a preference payment under applicable bankruptcy law pursuant to a
final nonappealable order of a court having competent jurisdiction, the Trustee
shall so notify the Insurer, shall comply with the provisions of the Note
Policy to obtain payment by the Insurer of such avoided payment, and shall, at
the time it provides notice to the Insurer, notify Holders of the Notes by mail
that, in the 


 


49

















 


event that any Noteholder’s payment is so recoverable, such Noteholder
will be entitled to payment pursuant to the terms of the Note Policy.  The Trust Collateral Agent and the Trustee
shall furnish to the Insurer its records evidencing the payments of principal
of and interest on Notes, if any, which have been made by the Trust Collateral
Agent or the Trustee and subsequently recovered from Noteholders, and the dates
on which such payments were made. 
Pursuant to the terms of the Note Policy, the Insurer will make such
payment on behalf of the Noteholder to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the order and not to the
Trust Collateral Agent, the Trustee or any Noteholder directly (unless a
Noteholder has previously paid such payment to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy, in which case the Insurer will
make such payment to the Trustee for distribution to such Noteholder upon proof
of such payment reasonably satisfactory to the Insurer).


 


(b)                                 The
Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any
proceeding or the institution of any action (of which a Responsible Officer of
the Trust Collateral Agent has actual knowledge) seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership,
rehabilitation or similar law (a “Note Preference Claim”) of any
distribution made with respect to the Notes. 
Each Noteholder, by its purchase of Notes, the Trustee and the Trust
Collateral Agent hereby agree that so long as an Insurer Default shall not have
occurred and be continuing, the Insurer may at any time during the continuation
of any proceeding relating to a Note Preference Claim direct all matters
relating to such Note Preference Claim, including, without limitation, (i) the
direction of any appeal of any order relating to any Note Preference Claim and
(ii) the posting of any surety, supersedeas or performance bond pending any
such appeal at the expense of the Insurer, but subject to reimbursement as
provided in the Insurance Agreement.  In
addition, and without limitation of the foregoing, as set forth in Section
6.1(c), the Insurer shall be subrogated to, and each Noteholder, the Trustee
and the Trust Collateral Agent hereby delegate and assign, to the fullest
extent permitted by law, the rights of the Trustee and each Noteholder in the
conduct of any proceeding with respect to a Note Preference Claim, including,
without limitation, all rights of any party to an adversary proceeding action
with respect to any court order issued in connection with any such Note
Preference Claim.


 


SECTION 6.3.                                           Surrender
of Note Policy.  The Trustee shall
surrender the Note Policy to the Insurer for cancellation upon payment in full
of the Notes.


 


ARTICLE VII


 


The
Seller


 


SECTION 7.1.                                           Representations
of Seller.  The Seller makes the
following representations on which the Insurer shall be deemed to have relied
in executing and delivering the Note Policy and on which the Issuer is deemed
to have relied in acquiring the Receivables and on which the Trustee,
Collateral Agent, Trust Collateral Agent and Backup Servicer may rely.  The representations speak as of the
execution and delivery of this Agreement and as of the Closing Date, and shall
survive the sale of the Receivables to the Issuer and the pledge thereof to the
Trust Collateral Agent pursuant to the Indenture.


 


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(a)                                  Schedule
of Representations.  The representations
and warranties set forth on the Schedule of Representations attached hereto as
Schedule B are true and correct.


 


(b)                                 Organization
and Good Standing.  The Seller has
been duly organized and is validly existing as a corporation in good standing
under the laws of the State of Nevada, with power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is currently conducted, and had at all relevant times, and
now has, power, authority and legal right to acquire, own and sell the
Receivables and the Other Conveyed Property transferred to the Trust.


 


(c)                                  Due
Qualification.  The Seller is duly
qualified to do business as a foreign corporation in good standing and has
obtained all necessary licenses and approvals in all jurisdictions where the
failure to do so would materially and adversely affect Seller’s ability to
transfer the Receivables and the Other Conveyed Property to the Trust pursuant
to this Agreement, or the validity or enforceability of the Receivables and the
Other Conveyed Property or to perform Seller’s obligations hereunder and under
the Seller’s Basic Documents.


 


(d)                                 Power
and Authority.  The Seller has the
power and authority to execute and deliver this Agreement and its Basic Documents
and to carry out its terms and their terms, respectively; the Seller has full
power and authority to sell and assign the Receivables and the Other Conveyed
Property to be sold and assigned to and deposited with the Trust by it and has
duly authorized such sale and assignment to the Trust by all necessary
corporate action; and the execution, delivery and performance of this Agreement
and the Seller’s Basic Documents have been duly authorized by the Seller by all
necessary corporate action.


 


(e)                                  Valid
Sale, Binding Obligations.  This
Agreement effects a valid sale, transfer and assignment of the Receivables and
the Other Conveyed Property, enforceable against the Seller and creditors of
and purchasers from the Seller; and this Agreement and the Seller’s Basic
Documents, when duly executed and delivered, shall constitute legal, valid and
binding obligations of the Seller enforceable in accordance with their
respective terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and by equitable limitations on the availability of
specific remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law.


 


(f)                                    No
Violation.  The consummation of the
transactions contemplated by this Agreement and the Basic Documents and the
fulfillment of the terms of this Agreement and the Basic Documents shall not
conflict with, result in any breach of any of the terms and provisions of or
constitute (with or without notice, lapse of time or both) a default under the
certificate of incorporation or by-laws of the Seller, or any indenture,
agreement, mortgage, deed of trust or other instrument to which the Seller is a
party or by which it is bound, or result in the creation or imposition of any
Lien upon any of its properties pursuant to the terms of any such indenture,
agreement, mortgage, deed of trust or other instrument, other than this
Agreement, or violate any law, order, rule or regulation applicable to the
Seller of any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Seller or any of its properties.


 


51

















 


(g)                                 No
Proceedings.  There are no
proceedings or investigations pending or, to the Seller’s knowledge, threatened
against the Seller, before any court, regulatory body, administrative agency or
other tribunal or governmental instrumentality having jurisdiction over the
Seller or its properties (A) asserting the invalidity of this Agreement or any
of the Basic Documents, (B) seeking to prevent the issuance of 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 the performance by the Seller 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 Notes.


 


(h)                                 True
Sale.  The Receivables are being
transferred with the intention of removing them from the Seller’s estate
pursuant to Section 541 of the Bankruptcy Code, as the same may be amended from
time to time.


 


(i)                                     Chief
Executive Office.  The chief
executive office of the Seller is at 639 Isbell Rd., Suite 390 Reno, Nevada
89509.


 


SECTION 7.2.                                           Corporate
Existence


 


(a)                                  During
the term of this Agreement, the Seller will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this
Agreement, the Basic Documents and each other instrument or agreement necessary
or appropriate to the proper administration of this Agreement and the transactions
contemplated hereby.


 


(b)                                 During
the term of this Agreement, the Seller shall observe the applicable legal
requirements for the recognition of the Seller as a legal entity separate and
apart from its Affiliates, including as follows:


 


(i)                           the
Seller shall maintain corporate records and books of account separate from
those of its Affiliates;


 


(ii)                        except
as otherwise provided in this Agreement, the Seller shall not commingle its
assets and funds with those of its Affiliates;


 


(iii)                     the Seller shall hold such
appropriate meetings of its Board of Directors, or adopt resolutions pursuant
to a unanimous written consent of the Board of Directors, as are necessary to
authorize all the Seller’s corporate actions required by law to be authorized
by the Board of Directors, shall keep minutes of such meetings and of meetings
of its stockholder(s) and observe all other customary corporate formalities
(and any successor Seller not a corporation shall observe similar procedures in
accordance with its governing documents and applicable law);


 


(iv)                    the
Seller shall at all times hold itself out to the public under the Seller’s own
name as a legal entity separate and distinct from its Affiliates; and


 


52

















 


(v)                       all
transactions and dealings between the Seller and its Affiliates will be
conducted on an arm’s length basis.


 


SECTION 7.3.                                           Liability
of Seller; Indemnities.  The Seller
shall be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Seller under this Agreement.


 


(a)                                  The
Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee,
the Trust, the Insurer, the Trustee, Backup Servicer, the Collateral Agent and
the Trust Collateral Agent and its officers, directors, employees and agents
from and against any taxes that may at any time be asserted against any such
Person with respect to the transactions contemplated in this Agreement and any
of the Basic Documents (except any income taxes arising out of fees paid to the
Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer and
except any taxes to which the Owner Trustee, the Trust Collateral Agent or the
Trustee may otherwise be subject to, without regard to the transactions
contemplated hereby), including any sales, gross receipts, general corporation,
tangible personal property, privilege or license taxes (but, in the case of the
Issuer, not including any taxes asserted with respect to, federal or other
income taxes arising out of distributions on the Notes) and costs and expenses
in defending against the same.


 


(b)                                 The
Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee,
the Trustee, Backup Servicer, the Collateral Agent and the Trust Collateral
Agent and the officers, directors, employees and agents thereof, the Insurer
and the Noteholders from and against any loss, liability or expense incurred by
reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the
performance of its duties under this Agreement, or by reason of reckless
disregard of its obligations and duties under this Agreement and (ii) the
Seller’s or the Issuer’s violation of federal or state securities laws in
connection with the offering and sale of the Notes.


 


(c)                                  The
Seller shall indemnify, defend and hold harmless the Owner Trustee, Trustee,
Trust Collateral Agent, Collateral Agent and Backup Servicer and the officers,
directors, employees and agents thereof from and against any and all costs,
expenses, losses, claims, damages and liabilities arising out of, or incurred
in connection with the acceptance or performance of the trusts and duties set
forth herein and in the Basic Documents except to the extent that such cost,
expense, loss, claim, damage or liability shall be due to the willful
misfeasance, bad faith or negligence (except for errors in judgment) of the
Owner Trustee, Trustee, Trust Collateral Agent, Collateral Agent and Backup
Servicer respectively.


 


Indemnification under
this Section shall survive the resignation or removal of the Owner Trustee, the
Trustee, the Backup Servicer, the Collateral Agent or the Trust Collateral
Agent and the termination of this Agreement or the Indenture or the Trust
Agreement, as applicable, and shall include reasonable fees and expenses of
counsel and other expenses of litigation. 
If the Seller shall have made any indemnity payments pursuant to this
Section and the Person to or on behalf of whom such payments are made
thereafter shall collect any of such amounts from others, such Person shall
promptly repay such amounts to the Seller, without interest.


 


53

















 


SECTION 7.4.                                           Merger
or Consolidation of, or Assumption of the Obligations of, Seller.  Any Person (a) into which the Seller may be
merged or consolidated, (b) which may result from any merger or consolidation
to which the Seller shall be a party or (c) which may succeed to the
properties and assets of the Seller substantially as a whole, which Person in
any of the foregoing cases executes an agreement of assumption to perform every
obligation of the Seller under this Agreement, shall be the successor to the
Seller hereunder without the execution or filing of any document or any further
act by any of the parties to this Agreement; provided, however,
that (i) the Seller shall have received the written consent of the Insurer
prior to entering into any such transaction, (ii) immediately after giving
effect to such transaction, no representation or warranty made pursuant to
Section 3.1 shall have been breached and no Servicer Termination Event, and no
event which, after notice or lapse of time, or both, would become a Servicer
Termination Event shall have happened and be continuing, (iii) the Seller shall
have delivered to the Owner Trustee, the Trust Collateral Agent, the Collateral
Agent, the Backup Servicer, the Trustee and the Insurer an Officer’s
Certificate and an Opinion of Counsel each stating that such consolidation,
merger or succession and such agreement of assumption comply with this Section
and that all conditions precedent, if any, provided for in this Agreement
relating to such transaction have been complied with, (iv) the Rating Agency
Condition shall have been satisfied with respect to such transaction and (v)
the Seller shall have delivered to the Owner Trustee, the Trust Collateral
Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer
an Opinion of Counsel stating that, in the opinion of such counsel, either (A)
all financing statements and continuation statements and amendments thereto
have been executed and filed that are necessary fully to preserve and protect
the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee,
respectively, in the Receivables and reciting the details of such filings or
(B) no such action shall be necessary to preserve and protect such
interest.  Notwithstanding anything
herein to the contrary, the execution of the foregoing agreement of assumption
and compliance with clauses (i), (ii), (iii), (iv) and (v) above shall be
conditions to the consummation of the transactions referred to in clauses (a),
(b) or (c) above.


 


SECTION 7.5.                                           Limitation
on Liability of Seller and Others. 
The Seller and any director, officer or employee or agent of the Seller
may rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any
matters arising under any Basic Document. 
The Seller shall not be under any obligation to appear in, prosecute or
defend any legal action that shall not be incidental to its obligations under
this Agreement, and that in its opinion may involve it in any expense or
liability.


 


SECTION 7.6.                                           Ownership
of the Certificates or Notes.  The
Seller and any Affiliate thereof may in its individual or any other capacity
become the owner or pledgee of Certificates or Notes with the same rights as it
would have if it were not the Seller or an Affiliate thereof, except as
expressly provided herein or in any Basic Document.  Notes or Certificates so owned by the Seller or such Affiliate
shall have an equal and proportionate benefit under the provisions of the Basic
Documents, without preference, priority, or distinction as among all of the
Notes or Certificates; provided, however, that any Notes or
Certificates owned by the Seller or any Affiliate thereof, during the time such
Notes or Certificates are owned by them, shall be without voting rights for any
purpose set forth in the Basic Documents and will not be entitled to the
benefits of the Note Policy.  The Seller
shall notify the Owner Trustee, the Trustee, the Trust Collateral Agent and the
Insurer with respect to any other transfer of any Certificate.


 


54

















 


ARTICLE VIII


 


The
Servicer and the Backup Servicer


 


SECTION 8.1.                                               Representations
of Servicer.  The Servicer makes the
following representations on which the Insurer shall be deemed to have relied
in executing and delivering the Note Policy and on which the Issuer is deemed
to have relied in acquiring the Receivables. 
The representations speak as of the execution and delivery of this
Agreement and as of the Closing Date, and shall survive the sale of the
Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent
pursuant to the Indenture.


 


(a)                                  Representations
and Warranties.  The representations
and warranties set forth on the Schedule of Representations attached hereto as
Schedule B are true and correct, provided that such representations and
warranties contained therein and herein shall not apply to any entity other
than AmeriCredit;


 


(b)                                 Organization
and Good Standing.  The Servicer has
been duly organized and is validly existing and in good standing under the laws
of its jurisdiction of organization, with power, authority and legal right to
own its properties and to conduct its business as such properties are currently
owned and such business is currently conducted, and had at all relevant times,
and now has, power, authority and legal right to enter into and perform its
obligations under this Agreement;


 


(c)                                  Due
Qualification.  The Servicer 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 property or the conduct of its business (including
the servicing of the Receivables as required by this Agreement) requires or
shall require such qualification;


 


(d)                                 Power
and Authority.  The Servicer has the
power and authority to execute and deliver this Agreement and its Basic
Documents and to carry out its terms and their terms, respectively, and the
execution, delivery and performance of this Agreement and the Servicer’s Basic
Documents have been duly authorized by the Servicer by all necessary corporate
action;


 


(e)                                  Binding
Obligation.  This Agreement and the
Servicer’s Basic Documents shall constitute legal, valid and binding
obligations of the Servicer enforceable in accordance with their respective
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, or other similar laws affecting the enforcement of creditors’
rights generally and by equitable limitations on the availability of specific
remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law;


 


(f)                                    No
Violation.  The consummation of the
transactions contemplated by this Agreement and the Servicer’s Basic Documents,
and the fulfillment of the terms of this Agreement and the Servicer’s Basic
Documents, shall 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 articles of incorporation or bylaws of the Servicer, or any
indenture, agreement, mortgage, deed of trust or other instrument to which the
Servicer is a party or by 


 


55

















 


which it is bound, or result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any such indenture,
agreement, mortgage, deed of trust or other instrument, other than this
Agreement, or violate any law, order, rule or regulation applicable to the
Servicer of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Servicer or any of its properties;


 


(g)                                 No
Proceedings.  There are no
proceedings or investigations pending or, to the Servicer’s knowledge,
threatened against the Servicer, before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having
jurisdiction over the Servicer or its properties (A) asserting the invalidity
of this Agreement or any of the Basic Documents, (B) seeking to prevent the
issuance of the Notes or the consummation of any of the transactions
contemplated by this Agreement or any of the Basic Documents, or (C) seeking
any determination or ruling that might materially and adversely affect the
performance by the Servicer 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 Notes;


 


(h)                                 No
Consents.  The Servicer is not
required to obtain the consent of any other party or any consent, license,
approval or authorization, or registration or declaration with, any
governmental authority, bureau or agency in connection with the execution,
delivery, performance, validity or enforceability of this Agreement which has
not already been obtained.


 


SECTION 8.2.                                           Representations
of Backup Servicer.  The Backup
Servicer makes the following representations on which the Insurer shall be
deemed to have relied in executing and delivering the Note Policy and on which
the Issuer is deemed to have relied in acquiring the Receivables.  The representations speak as of the
execution and delivery of this Agreement and as of the Closing Date, and shall
survive the sale of the Receivables to the Issuer and the pledge thereof to the
Trust Collateral Agent pursuant to the Indenture.


 


(a)                                  Organization
and Good Standing.  The Backup
Servicer has been duly organized and is validly existing and in good standing
under the laws of its jurisdiction of organization, with power, authority and
legal right to own its properties and to conduct its business as such
properties are currently owned and such business is currently conducted, and
had at all relevant times, and now has, power, authority and legal right to
enter into and perform its obligations under this Agreement;


 


(b)                                 Due
Qualification.  The Backup Servicer
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 property or the conduct of its business
(including the servicing of the Receivables as required by this Agreement)
requires or shall require such qualification;


 


(c)                                  Power
and Authority.  The Backup Servicer
has the power and authority to execute and deliver this Agreement and its Basic
Documents and to carry out its terms and their terms, respectively, and the
execution, delivery and performance of this Agreement and the Backup Servicer’s
Basic Documents have been duly authorized by the Backup Servicer by all
necessary corporate action;


 


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(d)                                 Binding
Obligation.  This Agreement and the
Backup Servicer’s Basic Documents shall constitute legal, valid and binding
obligations of the Backup Servicer enforceable in accordance with their
respective terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, or other similar laws affecting the enforcement of
creditors’ rights generally and by equitable limitations on the availability of
specific remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law;


 


(e)                                  No
Violation.  The consummation of the
transactions contemplated by this Agreement and the Backup Servicer’s Basic Documents,
and the fulfillment of the terms of this Agreement and the Backup Servicer’s
Basic Documents, shall 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 articles of incorporation or bylaws of the Backup
Servicer, or any indenture, agreement, mortgage, deed of trust or other
instrument to which the Backup Servicer is a party or by which it is bound, or
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement, mortgage, deed of trust
or other instrument, other than this Agreement, or violate any law, order, rule
or regulation applicable to the Backup Servicer of any court or of any federal
or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Backup Servicer or any of its
properties;


 


(f)                                    No
Proceedings.  There are no
proceedings or investigations pending or, to the Backup Servicer’s knowledge,
threatened against the Backup Servicer, before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having
jurisdiction over the Backup Servicer or its properties (A) asserting the
invalidity of this Agreement or any of the Basic Documents, (B) seeking to
prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Agreement or any of the Basic Documents, or
(C) seeking any determination or ruling that might materially and adversely
affect the performance by the Backup Servicer 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 Notes;


 


(g)                                 No
Consents.  The Backup Servicer is
not required to obtain the consent of any other party or any consent, license,
approval or authorization, or registration or declaration with, any governmental
authority, bureau or agency in connection with the execution, delivery,
performance, validity or enforceability of this Agreement which has not already
been obtained.


 


SECTION 8.3.                                           Liability
of Servicer and Backup Servicer; Indemnities.


 


(a)                                  The
Servicer (in its capacity as such) and the Backup Servicer shall be liable
hereunder only to the extent of the obligations in this Agreement specifically
undertaken by the Servicer or the Backup Servicer, as applicable, and the
representations made by the Servicer or the Backup Servicer, as applicable.


 


(b)                                 The
Servicer shall defend, indemnify and hold harmless the Trust, the Trustee, the
Trust Collateral Agent, the Owner Trustee, the Backup Servicer, the Collateral
Agent, the Insurer, their respective officers, directors, agents and employees,
and the Noteholders from and against any and all costs, expenses, losses,
damages, claims and liabilities, 


 


57

















 


including reasonable fees and expenses of counsel and expenses of
litigation arising out of or resulting from the use, ownership or operation by
the Servicer or any Affiliate thereof of any Financed Vehicle;


 


(c)                                  The
Servicer (when the Servicer is AmeriCredit) shall indemnify, defend and hold
harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee,
the Backup Servicer, the Collateral Agent, the Insurer, their respective
officers, directors, agents and employees and the Noteholders from and against
any taxes that may at any time be asserted against any of such parties with
respect to the transactions contemplated in this Agreement, including, without
limitation, any sales, gross receipts, tangible or intangible personal
property, privilege or license taxes (but not including any federal or other
income taxes, including franchise taxes asserted with respect to, and as of the
date of, the sale of the Receivables and the Other Conveyed Property to the
Trust or the issuance and original sale of the Notes) and costs and expenses in
defending against the same;


 


The Servicer (when the Servicer is not AmeriCredit)
shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust
Collateral Agent, the Owner Trustee, the Backup Servicer, the Collateral Agent,
the Insurer, their respective officers, directors, agents and employees and the
Noteholders from and against any taxes with respect to the sale of Receivables
in connection with servicing hereunder that may at any time be asserted against
any of such parties with respect to the transactions contemplated in this
Agreement, including, without limitation, any sales, gross receipts, tangible
or intangible personal property, privilege or license taxes (but not including
any federal or other income taxes, including franchise taxes asserted with respect
to, and as of the date of, the sale of the Receivables and the Other Conveyed
Property to the Trust or the issuance and original sale of the Notes) and costs
and expenses in defending against the same; and


 


(d)                                 The
Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the
Trust Collateral Agent, the Owner Trustee, the Backup Servicer, the Collateral
Agent, the Insurer, their respective officers, directors, agents and employees
and the Noteholders from and against any and all costs, expenses, losses,
claims, damages, and liabilities to the extent that such cost, expense, loss,
claim, damage, or liability arose out of, or was imposed upon the Trust, the
Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the
Collateral Agent, the Insurer or the Noteholders by reason of the breach of
this Agreement by the Servicer, the negligence, misfeasance, or bad faith of
the Servicer in the performance of its duties under this Agreement or by reason
of reckless disregard of its obligations and duties under this Agreement.


 


(e)                                  AmeriCredit
shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust
Collateral Agent, the Owner Trustee, the Backup Servicer, the Collateral Agent,
the Insurer, their respective officers, directors, agents and employees and the
Noteholders from and against any loss, liability or expense incurred by reason
of the violation by Servicer or Seller of federal or state securities laws in
connection with the registration or the sale of the Notes.  This section shall survive the termination
of this Agreement, or the earlier removal or resignation of the Trustee, Trust
Collateral Agent, Backup Servicer or the Collateral Agent.


 


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(f)                                    AmeriCredit
shall indemnify the Trustee, the Owner Trustee, the Trust Collateral Agent, the
Backup Servicer and the Collateral Agent, and the respective officers,
directors, agents and employees thereof against any and all loss, liability or
expense, (other than overhead and expenses incurred in the normal course of
business) incurred by each of them in connection with the acceptance or
administration of the Trust and the performance of their duties under the Basic
Documents other than if such loss, liability or expense was incurred by the
Trustee, the Owner Trustee or the Trust Collateral Agent or the Collateral
Agent as a result of any such entity’s willful misconduct, bad faith or
negligence.


 


(g)                                 The
Backup Servicer shall defend, indemnify and hold harmless the Trust, the
Trustee, the Trust Collateral Agent, the Collateral Agent,  the Owner Trustee, the Servicer, the
Insurer, their respective officers, directors, agents and employees and the
Noteholders from and against: (i) all costs, expenses, losses, damages, claims
and liabilities, including reasonable fees and expenses of counsel and expenses
of litigation arising out of or resulting from the use, ownership or operation
by the Backup Servicer or any Affiliate thereof of any Financed Vehicle; and
(ii) any and all costs, expenses, losses, claims, damages, and liabilities to
the extent that such cost, expense, loss, claim, damage, or liability arose out
of, or was imposed upon the Trust, the Owner Trustee, the Trustee, the Insurer,
the Servicer or the Noteholders by reason of, the breach of this Agreement by
the Backup Servicer, the violation of federal or state securities laws by the
Backup Servicer, the negligence, misfeasance, or bad faith of the Backup
Servicer in the performance of its duties under this Agreement or by reason of
reckless disregard of its obligations and duties under this Agreement.


 


(h)                                 Indemnification
under this Article shall include, without limitation, reasonable fees and
expenses of counsel and expenses of litigation.  If the Servicer has made any indemnity payments pursuant to this
Article and the recipient thereafter collects any of such amounts from others,
the recipient shall promptly repay such amounts collected to the Servicer,
without interest. Notwithstanding anything contained herein to the contrary,
any indemnification payable by the Servicer to the Backup Servicer, to the
extent not paid by the Servicer, shall be paid solely from the Spread Account
in accordance with the terms of the Spread Account Agreement.


 


(i)                                     When
the Trustee, the Trust Collateral Agent, the Collateral Agent or the Backup
Servicer incurs expenses after the occurrence of a Default specified in Section
9.1(d) or (e) with respect to the Servicer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar law.


 


SECTION 8.4.                                           Merger
or Consolidation of, or Assumption of the Obligations of the Servicer or Backup
Servicer.


 


(a)                                  AmeriCredit
shall not merge or consolidate with any other person, convey, transfer or lease
substantially all its assets as an entirety to another Person, or permit any
other Person to become the successor to AmeriCredit’s business unless, after
the merger, consolidation, conveyance, transfer, lease or succession, the
successor or surviving entity shall be capable of fulfilling the duties of
AmeriCredit contained in this Agreement and shall be acceptable to the
Controlling Party, and, if an Insurer Default shall have occurred and be
continuing, shall be an 


 


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Eligible Servicer.  Any
corporation (i) into which AmeriCredit may be merged or consolidated, (ii)
resulting from any merger or consolidation to which AmeriCredit shall be a
party, (iii) which acquires by conveyance, transfer, or lease substantially all
of the assets of AmeriCredit, or (iv) succeeding to the business of
AmeriCredit, in any of the foregoing cases shall execute an agreement of
assumption to perform every obligation of AmeriCredit under this Agreement and,
whether or not such assumption agreement is executed, shall be the successor to
AmeriCredit under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties to this Agreement,
anything in this Agreement to the contrary notwithstanding; provided, however,
that nothing contained herein shall be deemed to release AmeriCredit from any
obligation.  AmeriCredit shall provide
notice of any merger, consolidation or succession pursuant to this Section to
the Owner Trustee, the Trust Collateral Agent, the Noteholders, the Insurer and
each Rating Agency.  Notwithstanding the
foregoing, AmeriCredit shall not merge or consolidate with any other Person or
permit any other Person to become a successor to AmeriCredit’s business, unless
(x) immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 4.6 shall have been breached (for purposes
hereof, such representations and warranties shall speak as of the date of the
consummation of such transaction) and no event that, after notice or lapse of
time, or both, would become an Insurance Agreement Event of Default shall have
occurred and be continuing, (y) AmeriCredit shall have delivered to the
Owner Trustee, the Trust Collateral Agent, Trustee, Backup Servicer and
Collateral Agent, the Rating Agencies and the Insurer an Officer’s Certificate
and an Opinion of Counsel each stating that such consolidation, merger or
succession and such agreement of assumption comply with this Section and that
all conditions precedent, if any, provided for in this Agreement relating to
such transaction have been complied with, and (z) AmeriCredit shall have
delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the
Backup Servicer, the Collateral Agent, the Rating Agencies and the Insurer an
Opinion of Counsel, stating in the opinion of such counsel, either (A) all
financing statements and continuation statements and amendments thereto have
been executed and filed that are necessary to preserve and protect the interest
of the Trust in the Receivables and the Other Conveyed Property and reciting
the details of the filings or (B) no such action shall be necessary to preserve
and protect such interest.


 


(b)                                 Any
corporation (i) into which the Backup Servicer may be merged or consolidated,
(ii) resulting from any merger or consolidation to which the Backup Servicer
shall be a party, (iii) which acquires by conveyance, transfer or lease substantially
all of the assets of the Backup Servicer, or (iv) succeeding to the business of
the Backup Servicer, in any of the foregoing cases shall execute an agreement
of assumption to perform every obligation of the Backup Servicer under this
Agreement and, whether or not such assumption agreement is executed, shall be
the successor to the Backup Servicer under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties to
this Agreement, anything in this Agreement to the contrary notwithstanding;
provided, however, that nothing contained herein shall be deemed to release the
Backup Servicer from any obligation.


 


SECTION 8.5.                                           Limitation
on Liability of Servicer, Backup Servicer and Others.


 


(a)                                  Neither
AmeriCredit, the Backup Servicer nor any of the directors or officers or
employees or agents of AmeriCredit or Backup Servicer shall be under any
liability to 


 


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the Trust or the Noteholders, except as provided in this Agreement, for
any action taken or for refraining from the taking of any action pursuant to
this Agreement; provided, however, that this provision shall not
protect AmeriCredit, the Backup Servicer or any such person against any
liability that would otherwise be imposed by reason of a breach of this
Agreement or willful misfeasance, bad faith or negligence (excluding errors in
judgment) in the performance of duties; provided further that this provision
shall not affect any liability to indemnify the Trust Collateral Agent and the
Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or
damages paid by the Trust Collateral Agent and the Owner Trustee, in their
individual capacities.  AmeriCredit, the
Backup Servicer and any director, officer, employee or agent of AmeriCredit or
Backup Servicer may rely in good faith on the written advice of counsel or on
any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising under this Agreement.


 


(b)                                 The
Backup Servicer may reasonably rely on any records and documentation provided,
produced or supplied by the Servicer or its agents.  The Backup Servicer shall have no liability in connection with
the malfeasance or nonfeasance of the Servicer or its agents or the inaccuracy
of any data provided, produced or supplied by the Servicer or its agents.


 


(c)                                  If
any error, inaccuracy or omission (collectively “error”) exists in any
information provided by the Servicer or its agents to the Backup Servicer and
such error causes or materially contributes to the Backup Servicer making or
continuing any error (a “continuing error”), the Backup Servicer shall
have no liability for such continuing error; provided, however, that this
provision shall not protect the Backup Servicer against any liability arising
from its willful misconduct, bad faith or negligence in discovering or
correcting or failing to discover or correct any error or in the performance of
its duties contemplated herein and; provided further, the Backup Servicer
agrees to use its best efforts to prevent continuing errors.  If the Backup Servicer becomes aware of any
error or continuing error the Backup Servicer shall, with the prior written
consent of the Insurer undertake such data or records reconstruction as is
commercially reasonable to correct any such error or continuing error and to
prevent future continuing error.  The
Backup Servicer shall be entitled to recover its costs incurred in correcting
any such error or continuing error from the Servicer, and to the extent not
paid by the Servicer, pursuant to Section 3.03 of the Spread Account
Agreement.  The Backup Servicer, Trust
Collateral Agent, the Collateral Agent, the Trustee, the Owner Trustee and the
Custodian shall have no responsibility and shall not be in default hereunder or
incur any liability for any failure, error, malfunction or any delay in
carrying out any of their respective duties under this Agreement if such
failure or delay results from the Backup Servicer acting in accordance with
information prepared or supplied by a Person other than the Backup Servicer (or
contractual agents) or the failure of any such other Person to prepare or
provide such information.  The Backup
Servicer shall have no responsibility, shall not be in default and shall incur
no liability for (i) any act or failure to act of any third party (other than
its contractual agents), including the Servicer or the Controlling Party, (ii)
any inaccuracy or omission in a notice or communication received by the Backup
Servicer from any third party (other than its contractual agents), (iii) the
invalidity or unenforceability of any Receivable under applicable law, (iv) the
breach or inaccuracy of any representation or warranty made with respect to any
Receivable, or (v) the acts or omissions of any successor Backup Servicer.


 


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SECTION 8.6.                                           Delegation
of Duties.  The Servicer may
delegate duties under this Agreement to an Affiliate of AmeriCredit with the prior
written consent of the Insurer (unless an Insurer Default shall have occurred
and be continuing), the Trust Collateral Agent, the Owner Trustee and the
Backup Servicer.  The Servicer also may
at any time perform through sub-contractors the specific duties of (i)
repossession of Financed Vehicles, (ii) tracking Financed Vehicles’ insurance
and (iii) pursuing the collection of deficiency balances on certain Liquidated
Receivables, in each case, without the consent of the Insurer and may perform
other specific duties through such sub-contractors in accordance with
Servicer’s customary servicing policies and procedures, with the prior consent
of the Insurer; provided, however, that no such delegation or
sub-contracting duties by the Servicer shall relieve the Servicer of its
responsibility with respect to such duties. 
So long as no Insurer Default shall have occurred and be continuing
neither AmeriCredit or any party acting as Servicer hereunder shall appoint any
subservicer hereunder without the prior written consent of the Insurer, the
Trustee and the Backup Servicer.


 


SECTION 8.7.                                           Servicer
and Backup Servicer Not to Resign. 
Subject to the provisions of Section 8.4, neither the Servicer nor the
Backup Servicer shall resign from the obligations and duties imposed on it by
this Agreement as Servicer or Backup Servicer except upon a determination that
by reason of a change in legal requirements the performance of its duties under
this Agreement would cause it to be in violation of such legal requirements in a
manner which would have a material adverse effect on the Servicer or the Backup
Servicer, as the case may be, and the Insurer (so long as an Insurer Default
shall not have occurred and be continuing) or a Note Majority (if an Insurer
Default shall have occurred and be continuing) does not elect to waive the
obligations of the Servicer or the Backup Servicer, as the case may be, to
perform the duties which render it legally unable to act or to delegate those
duties to another Person.  Any such
determination permitting the resignation of the Servicer or Backup Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered and
acceptable to the Trust Collateral Agent, the Owner Trustee and the Insurer
(unless an Insurer Default shall have occurred and be continuing).  No resignation of the Servicer shall become
effective until, so long as no Insurer Default shall have occurred and be
continuing the Backup Servicer or an entity acceptable to the Insurer shall
have assumed the responsibilities and obligations of the Servicer or, if an
Insurer Default shall have occurred and be continuing, the Backup Servicer or a
replacement Servicer that is an Eligible Servicer shall have assumed the
responsibilities and obligations of the Servicer.  No resignation of the Backup Servicer shall become effective
until, so long as no Insurer Default shall have occurred and be continuing, an
entity acceptable to the Insurer shall have assumed the responsibilities and
obligations of the Backup Servicer or, if an Insurer Default shall have
occurred and be continuing a Person that is an Eligible Servicer shall have
assumed the responsibilities and obligations of the Backup Servicer; provided,
however, that (i) in the event a successor Backup Servicer is not
appointed within 60 days after the Backup Servicer has given notice of its
resignation and has provided the Opinion of Counsel required by this Section,
the Backup Servicer may petition a court for its removal and (ii) the Backup
Servicer may resign with the written consent of the Insurer.


 


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ARTICLE IX


 


Default


 


SECTION 9.1.                                           Servicer
Termination Event.  For purposes of
this Agreement, each of the following shall constitute a “Servicer
Termination Event”:


 


(a)                                  Any
failure by the Servicer to deliver to the Trust Collateral Agent for
distribution to Noteholders any proceeds or payment required to be so delivered
under the terms of this Agreement that continues unremedied for a period of two
Business Days (one Business Day with respect to payment of Purchase Amounts)
after written notice is received by the Servicer from the Trust Collateral
Agent or (unless an Insurer Default shall have occurred and be continuing) the
Insurer or after discovery of such failure by a Responsible Officer of the
Servicer;


 


(b)                                 Failure
by the Servicer to deliver to the Trust Collateral Agent and (so long as an
Insurer Default shall not have occurred and be continuing) the Insurer the
Servicer’s Certificate by the first Business Day prior to the Distribution
Date, or failure on the part of the Servicer to observe its covenants and
agreements set forth in Section 8.4(a);


 


(c)                                  Failure
on the part of the Servicer duly to observe or perform any other covenants or
agreements of the Servicer set forth in this Agreement, which failure
(i) materially and adversely affects the rights of Noteholders (determined
without regard to the availability of funds under the Note Policy), or of the
Insurer (unless an Insurer Default shall have occurred and be continuing), and
(ii) continues unremedied for a period of 30 days after knowledge thereof by
the Servicer or after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Trust Collateral Agent or the Insurer (or, if an Insurer Default shall have
occurred and be continuing by any Noteholder);


 


(d)                                 The
entry of a decree or order for relief by a court or regulatory authority having
jurisdiction in respect of the Servicer in an involuntary case under the
federal bankruptcy laws, as now or hereafter in effect, or another present or
future, federal bankruptcy, insolvency or similar law, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Servicer or of any substantial part of its property or
ordering the winding up or liquidation of the affairs of the Servicer and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days or the commencement of an involuntary case under the
federal bankruptcy laws, as now or hereinafter in effect, or another present or
future federal or state bankruptcy, insolvency or similar law and such case is
not dismissed within 60 days; or


 


(e)                                  The
commencement by the Servicer of a voluntary case under the federal bankruptcy
laws, as now or hereafter in effect, or any other present or future, federal or
state, bankruptcy, insolvency or similar law, or the consent by the Servicer to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Servicer or
of any substantial part of its property or the making by the Servicer of an
assignment for the benefit of creditors or the failure by the Servicer
generally to 


 


63

















 


pay its debts as such debts become due or the taking of corporate
action by the Servicer in furtherance of any of the foregoing; or


 


(f)                                    Any
representation, warranty or statement of the Servicer made in this Agreement or
any certificate, report or other writing delivered pursuant hereto shall prove
to be incorrect in any material respect as of the time when the same shall have
been made, and the incorrectness of such representation, warranty or statement
has a material adverse effect on the Trust or the Noteholders and, within 30
days after knowledge thereof by the Servicer or after written notice thereof
shall have been given to the Servicer by the Trust Collateral Agent or the
Insurer (or, if an Insurer Default shall have occurred and be continuing, a
Noteholder), the circumstances or condition in respect of which such
representation, warranty or statement was incorrect shall not have been
eliminated or otherwise cured; or


 


(g)                                 So
long as an Insurer Default shall not have occurred and be continuing, an
Insurance Agreement Event of Default occurs; or


 


(h)                                 A
claim is made under the Note Policy.


 


SECTION 9.2.                                           Consequences
of a Servicer Termination Event.  If
a Servicer Termination Event shall occur and be continuing, the Insurer (or, if
an Insurer Default shall have occurred and be continuing either the Trust
Collateral Agent, (to the extent it has knowledge thereof) or a Note Majority),
by notice given in writing to the Servicer (and to the Trust Collateral Agent
if given by the Insurer or the Noteholders)may terminate all of the rights and
obligations of the Servicer under this Agreement.  On or after the receipt by the Servicer of such written notice or
upon termination of the term of the Servicer, all authority, power, obligations
and responsibilities of the Servicer under this Agreement, whether with respect
to the Notes, the Certificates or the Other Conveyed Property or otherwise,
automatically shall pass to, be vested in and become obligations and
responsibilities of the Backup Servicer (or such other replacement Servicer
appointed by the Controlling Party); provided, however, that the
replacement Servicer shall have no liability with respect to any obligation
which was required to be performed by the terminated Servicer prior to the date
that the replacement Servicer becomes the Servicer or any claim of a third
party based on any alleged action or inaction of the terminated Servicer.  The replacement Servicer is authorized and
empowered by this Agreement to execute and deliver, on behalf of the terminated
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Receivables and the Other Conveyed
Property and related documents to show the Trust as lienholder or secured party
on the related Lien Certificates, or otherwise.  The terminated Servicer agrees to cooperate with the replacement
Servicer in effecting the termination of the responsibilities and rights of the
terminated Servicer under this Agreement, including, without limitation, the
transfer to the replacement Servicer for administration by it of all cash
amounts that shall at the time be held by the terminated Servicer for deposit,
or have been deposited by the terminated Servicer, in the Collection Account or
thereafter received with respect to the Receivables and the delivery to the
replacement Servicer of all Receivable Files, Monthly Records and Collection
Records and a computer tape in readable form as of the most recent Business Day
containing all information necessary to enable the replacement Servicer or a
replacement Servicer to service the Receivables and the Other Conveyed
Property.  If requested 


 


64

















 


by the Controlling Party,
the replacement Servicer shall terminate the Lockbox Agreement and direct the
Obligors to make all payments under the Receivables directly to the replacement
Servicer (in which event the replacement Servicer shall process such payments
in accordance with Section 4.2(e)), or to a lockbox established by the
replacement Servicer at the direction of the Controlling Party, at the
replacement Servicer’s expense.  The
terminated Servicer shall grant the Trust Collateral Agent, the replacement
Servicer and the Controlling Party reasonable access to the terminated
Servicer’s premises at the terminated Servicer’s expense.


 


SECTION 9.3.                                           Appointment
of Successor.


 


(a)                                  On
and after the time the Servicer receives a notice of termination pursuant to
Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.7;
(i) the Backup Servicer (unless the Controlling Party shall have exercised its
option pursuant to Section 9.3(b) to appoint an alternate replacement Servicer)
shall be the successor in all respects, except as expressly set forth in Annex
A hereto, to the Servicer, in its capacity as servicer under this Agreement and
the Insurance Agreement and the transactions set forth or provided for in this
Agreement, and shall be subject to all the rights, responsibilities,
restrictions, duties, liabilities and termination provisions relating thereto placed
on the Servicer by the terms and provisions of this Agreement or the Insurance
Agreement except as otherwise stated herein. 
The Trust Collateral Agent and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession.  If a replacement Servicer
is acting as Servicer hereunder, it shall be subject to termination under
Section 9.2 upon the occurrence of any Servicer Termination Event applicable to
it as Servicer.


 


(b)                                 The
Controlling Party may exercise at any time its right to appoint as Backup
Servicer or as successor to the Servicer a Person other than the Person serving
as Backup Servicer at the time, and (without limiting its obligations under the
Note Policy) shall have no liability to the Trust Collateral Agent,
AmeriCredit, the Seller, the Person then serving as Backup Servicer, any
Noteholders or any other Person if it does so. 
Notwithstanding the above, if the Backup Servicer shall be legally
unable or unwilling to act as Servicer, and an Insurer Default shall have
occurred and be continuing, the Backup Servicer, the Trust Collateral Agent or
a Note Majority may petition a court of competent jurisdiction to appoint any
Eligible Servicer as the successor to the Servicer.  Pending appointment pursuant to the preceding sentence, the
Backup Servicer shall act as replacement Servicer unless it is legally unable
to do so, in which event the outgoing Servicer shall continue to act as
Servicer until a successor has been appointed and accepted such
appointment.  Subject to Section 8.6, no
provision of this Agreement shall be construed as relieving the Backup Servicer
of its obligation to succeed as replacement Servicer upon the termination of
the Servicer pursuant to Section 9.2 or the resignation of the Servicer
pursuant to Section 8.6.  If upon the
termination of the Servicer pursuant to Section 9.2 or the resignation of the
Servicer pursuant to Section 8.6, the Controlling Party appoints a replacement
Servicer other than the Backup Servicer, the Backup Servicer shall not be
relieved of its duties as Backup Servicer hereunder.


 


(c)                                  Any
replacement Servicer shall be entitled to such compensation (whether payable
out of the Collection Account or otherwise) as the Servicer would have been
entitled to under this Agreement if the Servicer had not resigned or been
terminated hereunder or such other compensation as agreed to by the Insurer in
writing.  If any replacement Servicer is
appointed as 


 


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a result of the Backup Servicer’s refusal (in breach of the terms of
this Agreement) to act as Servicer although it is legally able to do so, the
Insurer and such replacement Servicer may agree on reasonable additional
compensation to be paid to such replacement Servicer; provided, however,
it being understood and agreed that the Insurer shall give prior notice to the
Backup Servicer with respect to the appointment of such successor and the
payment of additional compensation, if any. 
If, any replacement Servicer is appointed for any reason other than the
Backup Servicer’s refusal to act as Servicer although legally able to do so,
the Backup Servicer shall not be liable for any Servicing Fee, additional
compensation or other amounts to be paid to such replacement Servicer in
connection with its assumption and performance of the servicing duties
described herein.


 


SECTION 9.4.                                           Notification
to Noteholders.  Upon any
termination of, or appointment of a successor to, the Servicer or the Backup
Servicer, the Trust Collateral Agent shall give prompt written notice thereof
to each Noteholder and to the Rating Agencies.


 


SECTION 9.5.                                           Waiver
of Past Defaults.  So long as no
Insurer Default shall have occurred and be continuing, the Insurer (or, if an
Insurer Default shall have occurred and be continuing, the Note Majority) may,
on behalf of all Noteholders, waive any default by the Servicer or the Backup
Servicer in the performance of its obligations hereunder and its
consequences.  Upon any such waiver of a
past default, such default shall cease to exist, and any Servicer Termination
Event arising therefrom shall be deemed to have been remedied for every purpose
of this Agreement and the Basic Documents. 
No such waiver shall extend to any subsequent or other default or impair
any right consequent thereto.


 


SECTION 9.6                                                  Backup
Servicer Termination  Prior to an
appointment as successor Servicer, the Controlling Party may (a) terminate all
of the rights and obligations of the Backup Servicer under this Agreement in
the event of a breach of any of the representations or warranties, covenants or
obligations of the Backup Servicer contained in this Agreement or (b) in its
sole discretion, without cause upon not less than 30 days’ notice, terminate
the rights and obligations of the Backup Servicer. The terminated Backup
Servicer agrees to cooperate with any successor Backup Servicer appointed by
the Controlling Party in effecting the termination of the responsibilities and
rights of the terminated Backup Servicer under this Agreement, including,
without limitation, the delivery to the successor Backup Servicer of all
documents, records and electronic information related to the Receivables in the
possession of the Backup Servicer. Expenses incurred by the Backup Servicer in
respect of the foregoing sentence shall be reimbursed in accordance with
Section 5.7(a).


 


ARTICLE X


 


Termination


 


SECTION 10.1.                                     Optional
Purchase of All Receivables.


 


(a)                                  On
the last day of any Collection Period as of which the Pool Balance shall be
less than or equal to 10% of the Original Pool Balance, the Servicer and the
Seller each shall have the option to purchase the Owner Trust Estate, other
than the Trust Accounts (with the consent of the Insurer if such purchase would
result in a claim on the Note Policy or would result


 


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in any amount owing to the Insurer under the Insurance Agreement
remaining unpaid); provided, however, that the amount to be paid
for such purchase (as set forth in the following sentence) shall be sufficient
to pay the full amount of principal and interest then due and payable on the
Notes, amounts due and unpaid under the Swap Agreement and amounts due and
unpaid to the Insurer under the Insurance Agreement.  To exercise such option, the Servicer or the Seller, as the case
may be, shall deposit pursuant to Section 5.6 in the Collection Account an
amount equal to the aggregate Purchase Amount for the Receivables (including
Liquidated Receivables), plus the appraised value of any other property held by
the Trust, such value to be determined by an appraiser mutually agreed upon by
the Servicer, the Insurer and the Trust Collateral Agent, and shall succeed to
all interests in and to the Trust.


 


(b)                                 Upon
any sale of the assets of the Trust pursuant to Section 8.1 of the Trust
Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit
the proceeds from such sale after all payments and reserves therefrom
(including the expenses of such sale) have been made (the “Insolvency
Proceeds”) in the Collection Account.


 


(c)                                  Notice
of any termination of the Trust shall be given by the Servicer to the Owner
Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent, the
Collateral Agent, the Insurer and the Rating Agencies as soon as practicable
after the Servicer has received notice thereof.


 


(d)                                 Following
the satisfaction and discharge of the Indenture and the payment in full of the
principal of and interest on the Notes, the Certificateholders will succeed to
the rights of the Noteholders hereunder and the Owner Trustee will succeed to
the rights of, and assume the obligations of, the Trust Collateral Agent
pursuant to this Agreement.


 


ARTICLE XI


 


Administrative
Duties of the Servicer


 


SECTION 11.1.                                     Administrative
Duties.


 


(a)                                  Duties
with Respect to the Indenture.  The
Servicer shall perform all its duties and the duties of the Issuer under the
Indenture.  In addition, the Servicer
shall consult with the Owner Trustee as the Servicer deems appropriate
regarding the duties of the Issuer under the Indenture.  The Servicer shall monitor the performance
of the Issuer and shall advise the Owner Trustee when action is necessary to
comply with the Issuer’s duties under the Indenture.  The Servicer shall prepare for execution by the Issuer or shall
cause the preparation by other appropriate Persons of all such documents,
reports, filings, instruments, certificates and opinions as it shall be the
duty of the Issuer to prepare, file or deliver pursuant to the Indenture.  In furtherance of the foregoing, the
Servicer shall take all necessary action that is the duty of the Issuer to take
pursuant to the Indenture, including, without limitation, pursuant to Sections
2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 7.3, 8.3, 9.2, 9.3, 11.1 and
11.15 of the Indenture.


 


(b)                                 Duties
with Respect to the Issuer.


 


(i)                           In
addition to the duties of the Servicer set forth in this Agreement or any of
the Basic Documents, the Servicer shall perform such calculations and shall 


 


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prepare for execution by the Issuer or the Owner Trustee or shall cause
the preparation by other appropriate Persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Issuer or the Owner Trustee to prepare, file or deliver pursuant to this
Agreement or any of the Basic Documents or under state and federal tax and
securities laws (including any filings required pursuant to the Sarbanes-Oxley
Act of 2002 or any rule or regulation promulgated thereunder), and at the
request of the Owner Trustee shall take all appropriate action that it is the
duty of the Issuer to take pursuant to this Agreement or any of the Basic
Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of
the Trust Agreement.  In accordance with
the directions of the Issuer or the Owner Trustee, the Servicer shall
administer, perform or supervise the performance of such other activities in
connection with the Collateral (including the Basic Documents) as are not
covered by any of the foregoing provisions and as are expressly requested by
the Issuer or the Owner Trustee and are reasonably within the capability of the
Servicer.


 


(ii)                        Notwithstanding
anything in this Agreement or any of the Basic Documents to the contrary, the
Servicer shall be responsible for promptly notifying the Owner Trustee and the
Trust Collateral Agent in the event that any withholding tax is imposed on the
Issuer’s payments (or allocations of income) to an Owner (as defined in the
Trust Agreement) as contemplated by this Agreement.  Any such notice shall be in writing and specify the amount of any
withholding tax required to be withheld by the Owner Trustee or the Trust
Collateral Agent pursuant to such provision.


 


(iii)                     Notwithstanding anything in this
Agreement or the Basic Documents to the contrary, the Servicer shall be
responsible for performance of the duties of the Issuer set forth in Section
5.1(a) and (b) of the Trust Agreement with respect to, among other things,
accounting and reports to Owners (as defined in the Trust Agreement); provided,
however, that once prepared by the Servicer the Owner Trustee shall
retain responsibility for the distribution of the Schedule K-1s necessary to
enable the Certificateholder to prepare its federal and state income tax
returns.


 


(iv)                    The
Servicer shall perform the duties of the Servicer specified in Section 9.2 of
the Trust Agreement required to be performed in connection with the resignation
or removal of the Owner Trustee, and any other duties expressly required to be
performed by the Servicer under this Agreement or any of the Basic Documents.


 


(v)                       In
carrying out the foregoing duties or any of its other obligations under this
Agreement, the Servicer may enter into transactions with or otherwise deal with
any of its Affiliates; provided, however, that the terms of any
such transactions or dealings shall be in accordance with any directions
received from the Issuer and shall be, in the Servicer’s opinion, no less
favorable to the Issuer in any material respect.


 


(c)                                  Tax
Matters.  The Servicer shall prepare
and file, on behalf of the Seller, all tax returns, tax elections, financial
statements and such annual or other reports attributable to the activities
engaged in by the Issuer as are necessary for preparation of tax reports,
including without limitation forms 1099. 
All tax returns will be signed by the Seller.


 


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(d)                                 Non-Ministerial
Matters.  With respect to matters
that in the reasonable judgment of the Servicer are non-ministerial, the
Servicer shall not take any action pursuant to this Article unless within a
reasonable time before the taking of such action, the Servicer shall have
notified the Owner Trustee and the Trustee of the proposed action and the Owner
Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee
shall not have withheld consent or provided an alternative direction.  For the purpose of the preceding sentence,
“non-ministerial matters” shall include:


 


(A)                              the
amendment of or any supplement to the Indenture;


 


(B)                                the
initiation of any claim or lawsuit by the Issuer and the compromise of any
action, claim or lawsuit brought by or against the Issuer (other than in
connection with the collection of the Receivables);


 


(C)                                the
amendment, change or modification of this Agreement or any of the Basic
Documents;


 


(D)                               the
appointment of successor Note Registrars, successor Paying Agents and successor
Trustees pursuant to the Indenture or the appointment of replacement Servicers
or the consent to the assignment by the Note Registrar, Paying Agent or Trustee
of its obligations under the Indenture; and


 


(E)                                 the
removal of the Trustee or the Trust Collateral Agent.


 


(e)                                  Exceptions.  Notwithstanding anything to the contrary in
this Agreement, except as expressly provided herein or in the other Basic
Documents, the Servicer, in its capacity hereunder, shall not be obligated to,
and shall not, (1) make any payments to the Noteholders or Certificateholders under
the Basic Documents, (2) sell the Trust Estate pursuant to Section 5.5 of the
Indenture, (3) take any other action that the Issuer directs the Servicer not
to take on its behalf or (4) in connection with its duties hereunder assume any
indemnification obligation of any other Person.


 


(f)                                    The
Backup Servicer or any replacement Servicer shall not be responsible for any
obligations or duties of the servicer under this Section 11.1.


 


SECTION 11.2.                                     Records.  The Servicer shall maintain appropriate
books of account and records relating to services performed under this
Agreement, which books of account and records shall be accessible for
inspection by the Issuer and the Insurer at any time during normal business
hours.


 


SECTION 11.3.                                     Additional
Information to be Furnished to the Issuer. 
The Servicer shall furnish to the Issuer and the Insurer from time to
time such additional information regarding the Collateral as the Issuer and the
Insurer shall reasonably request.


 


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ARTICLE XII


 


Miscellaneous
Provisions


 


SECTION 12.1.                                     Amendment.


 


(a)                                  This
Agreement may be amended from time to time by the parties hereto, with the
consent of the Trustee (which consent may not be unreasonably withheld), with
the prior written consent of the Insurer (so long as no Insurer Default has
occurred and is continuing) but without the consent of any of the Noteholders,
to cure any ambiguity, to correct or supplement any provisions in this
Agreement, to comply with any changes in the Code, or to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with the provisions of this Agreement or the
Insurance Agreement; provided, however, that such action shall
not, as evidenced by an Opinion of Counsel delivered to Owner Trustee, the
Insurer and the Trustee, adversely affect in any material respect the interests
of any Noteholder; provided further that if an Insurer Default has occurred and
is continuing, such action shall not materially adversely affect the interests
of the Insurer.


 


This Agreement may also
be amended from time to time by the parties hereto, with the consent of the
Insurer, the consent of the Trustee, and with the consent of the Holders of
Notes evidencing not less than a majority of the outstanding principal amount
of the Notes 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; provided, however,
that 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 (b) reduce the aforesaid percentage of the outstanding
principal amount of the Notes, the Holders of which are required to consent to
any such amendment, without the consent of the Holders of all the outstanding
Notes of each class affected thereby; provided, further, that (i)
if an Insurer Default has not occurred and is continuing, such action shall not
materially adversely affect the interest of the Insurer and (ii) that the
consent of the Swap Provider shall also be required if such action will
adversely affect in any material respect the interests of the Swap Provider.


 


Promptly after the
execution of any such amendment or consent, the Trust Collateral Agent shall
furnish written notification of the substance of such amendment or consent to
each Noteholder and the Rating Agencies.


 


It shall not be necessary
for the consent of Noteholders 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 Noteholders provided for in this Agreement) and of
evidencing the authorization of any action by Noteholders shall be subject to
such reasonable requirements as the Trustee or the Owner Trustee, as
applicable, may prescribe.


 


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Prior to the execution of
any amendment to this Agreement, the Owner Trustee and the Trustee, Trust
Collateral Agent, Collateral Agent and Backup Servicer shall be entitled to
receive and conclusively rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement and
the Opinion of Counsel referred to in Section 12.2(h)(1) has been delivered.  The Owner Trustee, the Trust Collateral
Agent, the Backup Servicer and the Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Issuer’s, the Owner Trustee’s,
the Trust Collateral Agent’s, the Backup Servicer’s or the Trustee’s, as
applicable, own rights, duties or immunities under this Agreement or otherwise.


 


(b)                                 Notwithstanding
anything to the contrary contained in Section 12.1(a) above, the provisions of
the Agreement relating to (i) the Spread Account Agreement, the Spread Account,
the Specified Spread Account Requirement, a Trigger Event or any component
definition of a Trigger Event and (ii) any additional sources of funds which
may be added to the Spread Account or uses of funds on deposit in the Spread Account
may be amended in any respect by the Seller, the Servicer, the Insurer and the
Collateral Agent (the consent of which shall not be withheld or delayed with
respect to any amendment that does not adversely affect the Collateral Agent)
without the consent of, or notice to, the Noteholders.


 


SECTION 12.2.                                     Protection
of Title to Trust.


 


(a)                                  The
Seller shall execute and file such financing statements and cause to be
executed and filed such continuation statements, all in such manner and in such
places as may be required by law fully to preserve, maintain and protect the
interest of the Issuer and the interests of the Trust Collateral Agent in the
Receivables and in the proceeds thereof. 
The Seller shall deliver (or cause to be delivered) to the Insurer, the
Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing
receipts for, any document filed as provided above, as soon as available
following such filing.


 


(b)                                 Neither
the Seller nor the Servicer shall change its name, identity or corporate
structure in any manner that would, could or might make any financing statement
or continuation statement filed in accordance with paragraph (a) above
seriously misleading within the meaning of 9-506 of the UCC, unless it shall
have given the Insurer, the Owner Trustee, the Trust Collateral Agent, the
Backup Servicer and the Trustee at least five days’ prior written notice
thereof and shall have promptly filed appropriate amendments to all previously
filed financing statements or continuation statements.  Promptly upon such filing, the Seller or the
Servicer, as the case may be, shall deliver an Opinion of Counsel in form and
substance reasonably satisfactory to the Insurer, stating either (A) all
financing statements and continuation statements have been executed and filed
that are necessary fully to preserve and protect the interest of the Trust and
the Trust Collateral Agent in the Receivables, and reciting the details of such
filings or referring to prior Opinions of Counsel in which such details are
given, or (B) no such action shall be necessary to preserve and protect such
interest.


 


(c)                                  Each
of the Seller and the Servicer shall have an obligation to give the Insurer,
the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the Trustee
at least 60 days’ prior written notice of any relocation of its principal
executive office or jurisdiction of organization if, as a result of such
relocation, the applicable provisions of the UCC would 


 


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require the filing of any amendment of any previously filed financing
or continuation statement or of any new financing statement and shall promptly
file any such amendment or new financing statement.  The Servicer shall at all times maintain each office from which
it shall service Receivables, and its principal executive office, within the
United States of America.


 


(d)                                 The
Servicer shall maintain accounts and records as to each Receivable accurately
and in sufficient detail to permit (i) the reader thereof to know at any time
the status of such Receivable, including payments and recoveries made and
payments owing (and the nature of each) and (ii) reconciliation between
payments or recoveries on (or with respect to) each Receivable and the amounts
from time to time deposited in the Collection Account in respect of such
Receivable.


 


(e)                                  The
Servicer shall maintain its computer systems so that, from and after the time
of sale under this Agreement of the Receivables to the Issuer, the Servicer’s
master computer records (including any backup archives) that refer to a
Receivable shall indicate clearly the interest of the Trust in such Receivable
and that such Receivable is owned by the Trust.  Indication of the Trust’s interest in a Receivable shall be deleted
from or modified on the Servicer’s computer systems when, and only when, the
related Receivable shall have been paid in full or repurchased.


 


(f)                                    If
at any time the Seller or the Servicer shall propose to sell, grant a security
interest in or otherwise transfer any interest in automotive receivables to any
prospective purchaser, lender or other transferee, the Servicer shall give to
such prospective purchaser, lender or other transferee computer tapes, records
or printouts (including any restored from backup archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been sold and is owned by the Trust.


 


(g)                                 Upon
request, the Servicer shall furnish to the Insurer, the Owner Trustee, the Backup
Servicer or to the Trustee, within five Business Days, a list of all
Receivables (by contract number and name of Obligor) then held as part of the
Trust, together with a reconciliation of such list to the Schedule of
Receivables and to each of the Servicer’s Certificates furnished before such
request indicating removal of Receivables from the Trust.


 


(h)                                 The
Servicer shall deliver to the Insurer, the Backup Servicer, the Owner Trustee
and the Trustee:


 


(1)                                  promptly
after the execution and delivery of the Agreement and, if required pursuant to
Section 12.1, of each amendment, an Opinion of Counsel stating that, in the
opinion of such Counsel, in form and substance reasonably satisfactory to the
Insurer, either (A) all financing statements and continuation statements have
been executed and filed that are necessary fully to preserve and protect the
interest of the Trust and the Trustee in the Receivables, and reciting the
details of such filings or referring to prior Opinions of Counsel in which such
details are given, or (B) no such action shall be necessary to preserve and
protect such interest; and


 


(2)                                  within
90 days after the beginning of each calendar year beginning with the first
calendar year beginning more than three months after the Cutoff Date, an
Opinion of Counsel, dated as of a date during such 90-day period, stating that,
in the 


 


72

















 


opinion of such counsel,
either (A) all financing statements and continuation statements have been
executed and filed that are necessary fully to preserve and protect the
interest of the Trust and the Trustee in the Receivables, and reciting the
details of such filings or referring to prior Opinions of Counsel in which such
details are given, or (B) no such action shall be necessary to preserve and
protect such interest.


 


Each Opinion of Counsel referred to in clause (1) or
(2) above shall specify any action necessary (as of the date of such opinion)
to be taken in the following year to preserve and protect such interest.


 


SECTION 12.3.                                     Notices.  All demands, notices and communications upon
or to the Seller, the Servicer, the Owner Trustee, the Trustee or the Rating
Agencies under this Agreement shall be in writing, personally delivered, or
mailed by certified mail, return receipt requested, federal express or similar
overnight courier service, and shall be deemed to have been duly given upon
receipt (a) in the case of the Seller to AFS SenSub Corp., 639 Isbell Road,
Suite 390 Reno, Nevada 89509, Attention: Chief Financial Officer (b) in
the case of the Servicer to AmeriCredit Financial Services, Inc., 801 Cherry
Street, Suite 3900, Fort Worth, Texas 76102, Attention: Chief Financial
Officer, (c) in the case of the Issuer or the Owner Trustee, at the Corporate Trust
Office of the Owner Trustee, Deutsche Bank Trust Company Americas, c/o DB
Services New Jersey Inc., 100 Plaza One, MS: JCY03-0606, Jersey City, New
Jersey 07311, Attention: Louis Bodi, Vice President, with a copy to Deutsche
Bank Trust Company Delaware, E.A. Delle Donne Corporate Center, Montgomery
Building, 1011 Centre Road, Suite 200, Wilmington Delaware, 19805-1266,
Attention: Corporate Trust (d) in the case of the Trustee, the Collateral Agent
or the Trust Collateral Agent, at the Corporate Trust Office, (e) in the case
of the Insurer, to MBIA Insurance Corporation, 113 King Street, Armonk, New
York 10504; Attention: Insured Portfolio Management-Structured Finance
(AmeriCredit 2003-A-M) (in each case in which notice or other communication to
the Insurer refers to a claim on the Note Policy, a claim on the Swap Provider
Policy, a Deficiency Notice pursuant to Section 5.5 of this Agreement or with
respect to which failure on the part of the Insurer to respond shall be deemed
to constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of each of the General
Counsel and shall be marked to indicate “URGENT MATERIAL ENCLOSED”); (f) in the
case of the Backup Servicer, to Systems & Services Technologies, Inc., 4315
Pickett Road, St. Joseph, Missouri 64503, Attention: David Chappell and Joseph
Booz; (g) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New York 10007; (h) in the
case of Standard & Poor’s, to Standard & Poor’s Ratings Group, 55 Water
Street, New York, New York 10041, Attention: Asset Backed Surveillance
Department and (i) in the case of Fitch, to One State Street Plaza, New York,
New York 10004.  Any notice required or
permitted to be mailed to a Noteholder shall be given by first class mail,
postage prepaid, at the address of such Holder as shown in the Note
Register.  Any notice so mailed within
the time prescribed in the Agreement shall be conclusively presumed to have
been duly given, whether or not the Noteholder shall receive such notice.


 


SECTION 12.4.                                     Assignment.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns.  Notwithstanding anything
to the contrary contained herein, except as provided in Sections 7.4 and 8.4
and as provided in the provisions of this Agreement concerning the resignation
of the 


 


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Servicer, this Agreement may not be assigned by the Seller or the
Servicer without the prior written consent of the Owner Trustee, the Trust
Collateral Agent, the Backup Servicer, the Trustee and the Insurer (or if an
Insurer Default shall have occurred and be continuing the Holders of Notes
evidencing not less than 66-2/3% of the principal amount of the outstanding
Notes).


 


SECTION 12.5.                                     Limitations on
Rights of Others.  The provisions of
this Agreement are solely for the benefit of the parties hereto, the Trustee,
the Insurer, the Swap Providers and the Noteholders, as third-party
beneficiaries.  The Insurer and its
successors and assigns shall be a third-party beneficiary to the provisions of
this Agreement, and shall be entitled to rely upon and directly enforce such
provisions of this Agreement so long as no Insurer Default shall have occurred
and be continuing.  The Swap Providers
shall be third-party beneficiaries to the provisions of this Agreement.  Except as expressly stated otherwise herein,
any right of the Insurer to direct, appoint, consent to, approve of, or take
any action under this Agreement, shall be a right exercised by the Insurer in
its sole and absolute discretion.  The
Insurer may disclaim any of its rights and powers under this Agreement (but not
its duties and obligations under the Note Policy or the Swap Provider Policy)
upon delivery of a written notice to the Owner Trustee.  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 12.6.                                     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 12.7.                                     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 12.8.                                     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 12.9.                                     Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS
(OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).


 


SECTION 12.10.                               Assignment to Trustee.  The Seller hereby acknowledges and consents
to any mortgage, pledge, assignment and grant of a security interest by the
Issuer to the Trust Collateral Agent pursuant to the Indenture for the benefit
of the Noteholders of all right, 


 


74

















 


title and interest of the Issuer in, to and under the Receivables
and/or the assignment of any or all of the Issuer’s rights and obligations
hereunder to the Trust Collateral Agent.


 


SECTION 12.11.                               Nonpetition Covenants.
(a) Notwithstanding any prior termination of this Agreement, the Servicer and
the Seller shall not, prior to the date which is one year and one day after the
termination of this Agreement with respect to the Issuer, acquiesce, petition
or otherwise invoke or cause the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Issuer 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 Issuer or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Issuer.


 


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


 


SECTION 12.12.                               Limitation
of Liability of Owner Trustee and Trustee.


 


(a)                                  Notwithstanding
anything contained herein to the contrary, this Agreement has been
countersigned by Deutsche Bank Trust Company Delaware not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer and in no
event shall Deutsche Bank Trust Company Delaware in its individual capacity or,
except as expressly provided in the Trust Agreement, as Owner Trustee have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer.  For
all purposes of this Agreement, in the performance of its duties or obligations
hereunder or in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles V, VI and VII of the Trust Agreement.


 


(b)                                 Notwithstanding
anything contained herein to the contrary, this Agreement has been executed and
delivered by JPMorgan Chase Bank, not in its individual capacity but solely as
Trust Collateral Agent and in no event shall JPMorgan Chase Bank, have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer.


 


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


 


75

















 


SECTION 12.13.                               Independence of the
Servicer.  For all purposes of this
Agreement, the Servicer shall be an independent contractor and shall not be
subject to the supervision of the Issuer, the Trust Collateral Agent and Backup
Servicer or the Owner Trustee with respect to the manner in which it
accomplishes the performance of its obligations hereunder.  Unless expressly authorized by this
Agreement, the Servicer shall have no authority to act for or represent the
Issuer or the Owner Trustee in any way and shall not otherwise be deemed an
agent of the Issuer or the Owner Trustee.


 


SECTION 12.14.                               No Joint Venture.  Nothing contained in this Agreement
(i) shall constitute the Servicer and either of the Issuer or the Owner
Trustee as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.


 


SECTION 12.15.                               Replacement Swap
Agreement.  Upon a request by the
Insurer pursuant to Section 4.08 of the Insurance Agreement, the Issuer shall
enter into a Replacement Swap Agreement (as such term is defined in Section
4.08 of the Insurance Agreement) with a replacement Swap Provider or
replacement Swap Providers in form and substance satisfactory to the Insurer.


 


SECTION 12.16.                               Benefits of Sale and
Servicing Agreement.  The Insurer
and its successors and assigns shall be a third-party beneficiary to the
provisions of this Sale and Servicing Agreement, and shall be entitled to rely
upon and directly enforce such provisions of this Sale and Servicing Agreement
so long as no Insurer Default shall have occurred and be continuing.


 


[Remainder of page
intentionally left blank.]


 


76

















 


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


 


	
   

  	
  AMERICREDIT AUTOMOBILE
  RECEIVABLES

  TRUST 2003-A-M

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK TRUST
  COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee
  on behalf of the Trust.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Louis Bodi

  	
   

  
	
   

  	
   

  	
  Name: Louis Bodi

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AFS SENSUB CORP.,
  Seller,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Susan B.
  Sheffield

  	
   

  
	
   

  	
   

  	
  Name: Susan B.
  Sheffield

  
	
   

  	
   

  	
  Title: Vice President,
  Structured Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICREDIT FINANCIAL
  SERVICES, INC.,

  Servicer,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Beth Sorensen

  	
   

  
	
   

  	
   

  	
  Name: Beth Sorensen

  
	
   

  	
   

  	
  Title:  Senior Vice President, Finance

  



 

















 


	
   

  	
  SYSTEMS & SERVICES
  TECHNOLOGIES, INC.,

  not in its individual capacity but solely as Backup Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Joseph D.
  Booz

  	
   

  
	
   

  	
   

  	
  Name: Joseph D. Booz

  
	
   

  	
   

  	
  Title: EVP/Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and
  accepted by

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE BANK,

  not in its individual capacity but solely

  as Trust Collateral Agent and as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Jennifer H.
  McCourt

  	
   

  	
   

  
	
   

  	
  Name: Jennifer H.
  McCourt

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
						



 


[Sale and Servicing
Agreement]


 

















 


SCHEDULE
A


 


SCHEDULE OF
RECEIVABLES


 


[On File with
AmeriCredit, the Trustee and Dewey Ballantine LLP]


 

















 


SCHEDULE
B


 


REPRESENTATIONS
AND WARRANTIES OF THE SELLER AND THE SERVICER


 


1.               Characteristics
of Receivables.  Each Receivable (A)
was originated (i) by AmeriCredit, (ii) by a Dealer and purchased by
AmeriCredit from such Dealer under an existing Dealer Agreement or pursuant to
a Dealer Assignment with AmeriCredit and was validly assigned by such Dealer to
AmeriCredit pursuant to a Dealer Assignment or (iii) by a Third-Party Lender
and purchased by AmeriCredit from such Third-Party Lender under an existing
Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender
Assignment with AmeriCredit and was validly assigned by such Third-Party Lender
to AmeriCredit pursuant to a Third-Party Lender Assignment (B) was originated
by AmeriCredit, such Dealer or such Third-Party Lender for the retail sale of a
Financed Vehicle in the ordinary course of AmeriCredit’s, the Dealer’s or the
Third-Party Lender’s business, in each case was originated in accordance with
AmeriCredit’s credit policies and was fully and properly executed by the
parties thereto, and AmeriCredit, each Dealer and each Third-Party Lender had
all necessary licenses and permits to originate Receivables in the state where
AmeriCredit, each such Dealer or each such Third-Party Lender was located, (C)
contains customary and enforceable provisions such as to render the rights and remedies
of the holder thereof adequate for realization against the collateral security,
(D) is a Receivable which provides for level monthly payments (provided
that the period in the first Collection Period and the payment in the final
Collection Period of the Receivable may be minimally different from the normal
period and level payment) which, if made when due, shall fully amortize the
Amount Financed over the original term and (E) has not been amended or
collections with respect to which waived, other than as evidenced in the
Receivable File relating thereto.


 


2.               Fraud or
Misrepresentation.  Each Receivable
was originated (i) by AmeriCredit, (ii) by a Dealer and was sold by the Dealer
to AmeriCredit, or (iii) by a Third-Party Lender and was sold by the Third-Party
Lender to AmeriCredit, and was sold by AmeriCredit to the Seller without any
fraud or misrepresentation on the part of such Dealer or Third-Party Lender or
AmeriCredit in any case.


 


3.               Compliance with
Law.  All requirements of applicable
federal, state and local laws, and regulations thereunder (including, without
limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit
Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act,
the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the
Moss-Magnuson Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”
(including amendments to the Federal Reserve’s Official Staff Commentary to
Regulation Z, effective October 1, 1998, concerning negative equity loans), the
Soldiers’ and Sailors’ Civil Relief Act of 1940, each applicable state Motor
Vehicle Retail Installment Sales Act, and state adaptations of the National
Consumer Act and of the Uniform Consumer Credit Code and other consumer credit
laws and equal credit opportunity and disclosure laws) in respect of the
Receivables and the Financed Vehicles, have been complied with in all material
respects, and each Receivable and the sale of the Financed Vehicle evidenced by
each Receivable complied at the time it was originated or made and now complies
in all material respects with all applicable legal requirements.


 


Sch-B-1

















 


4.               Origination.  Each Receivable was originated in the United
States.


 


5.               Binding
Obligation.  Each Receivable
represents the genuine, legal, valid and binding payment obligation of the
Obligor thereon, enforceable by the holder thereof in accordance with its
terms, except (A) as enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting the enforcement of creditors’ rights
generally and by equitable limitations on the availability of specific
remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law and (B) as such Receivable may be modified by
the application after the Cutoff Date of the Soldiers’ and Sailors’ Civil
Relief Act of 1940, as amended; and all parties to each Receivable had full
legal capacity to execute and deliver such Receivable and all other documents
related thereto and to grant the security interest purported to be granted
thereby.


 


6.               No Government
Obligor.  No Obligor is the United
States of America or any State or any agency, department, subdivision or
instrumentality thereof.


 


7.               Obligor
Bankruptcy.  At the related Cutoff
Date no Obligor had been identified on the records of AmeriCredit as being the
subject of a current bankruptcy proceeding.


 


8.               Schedule of
Receivables.  The information set
forth in the Schedule of Receivables has been produced from the Electronic
Ledger and was true and correct in all material respects as of the close of
business on the related Cutoff Date.


 


9.               Marking Records.  By the Closing Date, the Seller will have
caused the portions of the Electronic Ledger relating to the Receivables to be
clearly and unambiguously marked to show that the Receivables have been sold to
the Seller by the Servicer and resold by the Seller to the Trust in accordance
with the terms of the Sale and Servicing Agreement.


 


10.         Computer Tape.  The Computer Tape made available by the
Seller to the Trust on the Closing Date was complete and accurate as of the
Cutoff Date and includes a description of the same Receivables that are
described in the Schedule of Receivables.


 


11.         Adverse Selection.  No selection procedures adverse to the
Noteholders or the Insurer were utilized in selecting the Receivables from
those receivables owned by the Seller which met the selection criteria
contained in the Sale and Servicing Agreement.


 


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


 


13.         One Original.  There is only one original executed copy of
each Receivable.


 


14.         Receivable Files Complete.  There exists a Receivable File pertaining to
each Receivable and such Receivable File contains (a) a fully executed original
of the Receivable, (b) the original executed credit application, or a paper or
electronic copy thereof and (c) the original Lien Certificate or application
therefor.  Each of such documents which
is required to be signed by the Obligor has been signed by the Obligor in the
appropriate spaces.  All blanks on any
form have been properly filled in and each form has otherwise been correctly
prepared.  The complete Receivable File
for each Receivable currently is in the possession of the Custodian.


 


Sch-B-2

















 


15.         Receivables in Force.  No Receivable has been satisfied,
subordinated or rescinded, and the Financed Vehicle securing each such
Receivable has not been released from the lien of the related Receivable in
whole or in part.  No terms of any
Receivable have been waived, altered or modified in any respect since its
origination, except by instruments or documents identified in the Receivable
File.  No Receivable has been modified
as a result of application of the Soldiers’ and Sailors’ Civil Relief Act of
1940, as amended.


 


16.         Lawful Assignment.  No Receivable was originated in, or is
subject to the laws of, any jurisdiction the laws of which would make unlawful,
void or voidable the sale, transfer and assignment of such Receivable under
this Agreement or pursuant to transfers of the Securities.


 


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


 


18.         Security Interest in
Financed Vehicle.  Each Receivable
created or shall create a valid, binding and enforceable first priority
security interest in favor of AmeriCredit in the Financed Vehicle.  The Lien Certificate for each Financed
Vehicle shows, or if a new or replacement Lien Certificate is being applied for
with respect to such Financed Vehicle the Lien Certificate will be received
within 240 days of the Closing Date and will show AmeriCredit named as the
original secured party under each Receivable as the holder of a first priority
security interest in such Financed Vehicle. 
With respect to each Receivable for which the Lien Certificate has not
yet been returned from the Registrar of Titles, AmeriCredit has applied for or
received written evidence from the related Dealer or Third-Party Lender that
such Lien Certificate showing AmeriCredit as first lienholder has been applied
for and AmeriCredit’s security interest (assigned by AmeriCredit to the Seller
pursuant to the Purchase Agreement) has been validly assigned by the Seller to
the Trust pursuant to this Agreement.  This Agreement creates a valid and continuing
security interest (as defined in the UCC) in the Receivables in favor of the
Trust, which security interest is prior to all other Liens, and is enforceable
as such as against creditors of and purchasers from the Seller.  Immediately after the sale, transfer
and assignment by the Seller to the Trust, each Receivable will be secured by
an enforceable and perfected first priority security interest in the Financed
Vehicle in favor of the Trust Collateral Agent as secured party, which security
interest is prior to all other Liens upon and security interests in such
Financed Vehicle which now exist or may hereafter arise or be created (except,
as to priority, for any lien for taxes, labor or materials affecting a Financed
Vehicle).  As of the Cutoff Date there
were no Liens or claims for taxes, work, labor or materials affecting a
Financed Vehicle which are or may be Liens prior or equal to the Liens of the
related Receivable.


 


Sch-B-3

















 


19.         All Filings Made.  All filings (including, without limitation,
UCC filings (including, without limitation, the filing by the Seller of all appropriate financing statements in the
proper filing office in the State of Nevada under applicable law in order to
perfect the security interest in the Receivables granted to the Trust
hereunder)) required to be made by any Person and actions required to be
taken or performed by any Person in any jurisdiction to give the Trust and the
Trust Collateral Agent a first priority perfected lien on, or ownership
interest in, the Receivables and the proceeds thereof and the Other Conveyed
Property have been made, taken or performed.


 


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


 


21.         Receivable Not
Assumable.  No Receivable is
assumable by another Person in a manner which would release the Obligor thereof
from such Obligor’s obligations to AmeriCredit with respect to such Receivable.


 


22.         No Defenses.  No Receivable is subject to any right of
rescission, setoff, counterclaim or defense and no such right has been asserted
or threatened with respect to any Receivable.


 


23.         No Default.  There has been no default, breach, violation
or event permitting acceleration under the terms of any Receivable (other than
payment delinquencies of not more than 30 days), and no condition exists or
event has occurred and is continuing that with notice, the lapse of time or
both would constitute a default, breach, violation or event permitting
acceleration under the terms of any Receivable, and there has been no waiver of
any of the foregoing.  As of the Cutoff
Date no Financed Vehicle had been repossessed.


 


24.         Insurance.  At the time of an origination of a
Receivable by AmeriCredit or a purchase of a Receivable by AmeriCredit from a
Dealer or Third-Party Lender, each Financed Vehicle is required to be covered
by a comprehensive and collision insurance policy (i) in an amount at least
equal to the lesser of (a) its maximum insurable value or (b) the principal
amount due from the Obligor under the related Receivable, (ii) naming
AmeriCredit as loss payee and (iii) insuring against loss and damage due to
fire, theft, transportation, collision and other risks generally covered by
comprehensive and collision coverage. 
Each Receivable requires the Obligor to maintain physical loss and
damage insurance, naming AmeriCredit and its successors and assigns as
additional insured parties, and each Receivable permits the holder thereof to
obtain physical loss and damage insurance at the expense of the Obligor if the
Obligor fails to do 


 


Sch-B-4

















 


so.  No Financed Vehicle is
insured under a policy of Force-Placed Insurance on the related Cutoff Date.


 


25.         Past Due.  At the Cutoff Date no Receivable was more
than 30 days past due.


 


26.         Remaining Principal
Balance.  At the Cutoff Date the
Principal Balance of each Receivable set forth in the Schedule of Receivables
is true and accurate in all material respects.


 


27.         Certain
Characteristics of Receivables.


 


(A)                              Each
Receivable had a remaining maturity, as of the Cutoff Date, of not more than 72
months.


 


(B)                                Each
Receivable had an original maturity, as of the Cutoff Date, of not more than 72
months.


 


(C)                                Not
more than 40% of the Receivables (calculated by Aggregate Principal Balance)
has an original term to maturity of 61 to 72 months. The original term to
maturity of 61 to 72 month  Receivables
in the Trust is 37% as of the Cutoff Date.


 


(D)                               Each
Receivable had a remaining Principal Balance as of the Cutoff Date of at least
$250 and not more than $80,000.


 


(E)                                 Each
Receivable has an Annual Percentage Rate of at least 6% and not more than 33%.


 


(F)                                 The
Receivables’ weighted average Annual Percentage Rate is not less than 16.30%.
The weighted average Annual Percentage Rate of the Receivables in the Trust is
16.45% as of the Cutoff Date.


 


(G)                                No
Receivable was more than 30 days past due as of the Cutoff Date.


 


(H)                               No
funds have been advanced by AmeriCredit, any Dealer, any Third-Party Lender, or
anyone acting on behalf of any of them in order to cause any Receivable to
qualify under clause (H) above.


 


(I)                                    Not
more than 35% of the Obligors reside in Texas and California (based on the Obligor’s
mailing address). As of the Cutoff Date, 28% of the Obligors (based in the
Obligor’s mailing address) reside in Texas and California.


 


(J)                                   Each
Obligor had a billing address in the United States as of the date of
origination of the Receivable, is a natural person and is not an Affiliate of
any party to this Agreement.


 


(K)                               Each
Receivable is denominated in, and each Contract provides for payment in, United
States Dollars.


 


Sch-B-5

















 


(L)                                 Each
Receivable is identified on the Servicer’s master servicing records as an
automobile installment sales contract or installment note.


 


(M)                            Each
Receivable arises under a Contract which is assignable without the consent of,
or notice to, the Obligor thereunder, and does not contain a confidentiality
provision that purports to restrict the ability of the Servicer to exercise its
rights under the Sale and Servicing Agreement, including, withiout limitation,
its right to review the Contract.


 


(N)                               Each
Receivable arises under a Contract with respect to which AmeriCredit has
performed all obligations required to be performed by it thereunder, and, in
the event such Contract is an installment sales contract, delivery of the
Financed Vehicle to the related Obligor has occurred.


 


28.         Interest Calculation.  Each Contract provides for the calculation
of interest payable thereunder under either the “simple interest” method, the
“Rule of 78’s” method or the “precomputed interest” method.


 


29.         Lockbox Account.  Each Obligor has been, or will be, directed
to make all payments on their related Receivable to the Lockbox Account.


 


30.         Lien Enforcement.  Each Receivable provides for enforcement of
the lien or the clear legal right of repossession, as applicable, on the
Financed Vehicle securiing such Receivable.


 


31.         Prospectus Supplement
Description.  Each Receivable
conforms, and all Receivables in the aggregate conform, in all material
respects to the description thereof set forth in the Prospectus Supplement.


 


32.         Other Automobile Loans.  Neither the Obligor on any Receivable nor
any of its Affiliates is the obligor on any automobile loan with an aggregate
principal amount greater than $80,000 as of the Cutoff Date.


 


33.         Risk of Loss.  Each Contract contains provisions requiring
the Obligor to assume all risk of loss or malfuncition on the related Financed
Vehicle, requiring the Obligor to pay all sales, use, property, excise and
other similar taxes imposed on or with repsect to the Financed Vehicle and
making the Obligor liable for all payments required to be made thereunder,
without any setoff, counterclaim or defense for any reason whatsoever, subject
only to the Obligor’s right of quiet enjoyment.


 


34.         Vehicle Exchange.  No Contract provides for the substitution,
exchange or addition of any Financed Vehicle subject to such Recievable.


 


35.         Leasing Business.  To the best of the Seller’s and the
Servicer’s knowledge, as appropriate, no Obligor is a Person involved in the
business of leasing or selling equipment of a type similar to the Obligor’s
related Financed Vehicle.


 


Sch-B-6

















 


36.         Consumer Leases.  No Receivable constitutes a “consumer lease”
under either (a) the UCC as in effect in the jurisdiction the law of which
governs the Receivable or (b) the Consumer Leasing Act, 15 USC 1667.


 


37.         The Servicer has taken all steps necessary to
perfect its security interest against the related Obligors in the property
securing the Receivables and will take all necessary steps on behalf of the
Trust to maintain the Trust's perfection of the security interests created by
each Receivable in the related Financed Vehicle.


 


38.   The Servicer has in its possession all
original copies of the contracts that constitute or evidence the Receivables.


 


Sch-B-7

















 


SCHEDULE C


 


SERVICING POLICIES
AND PROCEDURES

Note:  Applicable Time Periods
Will Vary by State


 


Compliance with state collection laws is required of all
AmeriCredit Collection Personnel. 
Additionally, AmeriCredit has chosen to follow the guidelines of the
Federal Fair Debt Collection Practices Act (FDCPA).


 


The Collection Process


 


AmeriCredit mails each
customer a monthly billing statement 16 to 20 days before payment is due.


 


A.                                   All
accounts are issued to the Computer Assisted Collection System (CACS) at 5 days
delinquent or at such other dates of delinquency as determined by historical
payment patterns of the account.


 


B.                                     The
CACS segregates accounts into two groups: 
loans less than 30 days delinquent and those over 30 days delinquent.


 


C.                                     Loans
delinquent for less than 30 days are then further segregated into two
groups:  accounts that have good phone
numbers and those that do not.


 


D.                                    Loans
with good phone numbers are transferred to the Davox system (AmeriCredit’s
predictive dialing system).  The system
automatically dials the phone number related to a delinquent account.  When a connection is made, the account is
then routed to the next available account representative.


 


E.                                      Loans
without good phone numbers are assigned to front-end collectors.


 


F.                                      All
reasonable collection efforts are made in an attempt to prevent these accounts
from becoming 30+ days delinquent – this includes the use of collection
letters.  Collection letters may be
utilized between 15th and 25th days of delinquency.


 


G.                                     When
an account reaches 31 days delinquent, a collector determines if any default
notification is required in the state where the debtor lives.


 


H.                                    When
an account exceeds 61 days delinquent, the loan is assigned to a hard-core
collector who will continue the collection effort.  If the account cannot be resolved through normal collection
efforts (i.e., satisfactory payment arrangements) then the account may be
submitted for repossession approval.  An
officer must approve all repossession requests.


 


I.                                         CACS
allows each collector to accurately document and update each customer file when
contact (verbal or written) is made.


 


Sch-C-1

















 


Repossessions


 


If repossession of the
collateral occurs, the following steps are taken:


 


A.                                   Proper
authorities are notified (if applicable).


 


B.                                     An
inventory of all personal property is taken and a condition report is prepared
on the vehicle.


 


C.                                     Written
notification, as required by state law, is sent to the customer(s) stating
their rights of redemption or reinstatement along with information on how to
obtain any personal property that was in the vehicle at the time of
repossession.


 


D.                                    Written
request to the originating dealer for all refunds due for dealer adds is made.


 


E.                                      Collateral
disposition through public or private sale, (dictated by state law), in a
commercially reasonable manner, through a third-party auto auction.


 


F.                                      After
the collateral is liquidated, the debtor(s) is notified in writing of the
deficiency balance owed, if any.


 


Use of Due Date Changes


 


Due
dates may be changed subject to the following conditions:


 


A.                                   The
account is contractually current or will be brought current with the due date
change.


 


B.                                     Due
date changes cannot exceed the total of 15 days over the life of the contract.


 


C.                                     The
first installment payment has been paid in full.


 


D.                                    Only
one due date change in a twelve month period.


 


An Officer must approve
any exceptions to the above stated policy.


 


Use of Payment Deferments


 


A payment deferral is
offered to customers who have the desire and capacity to make future payments
but who have encountered temporary financial difficulties, with management
approval.


 


A.                                   Without
prior approval, minimum of six payments have been made on the account and a
minimum of six payments have been made since the most recent deferment (if
any).


 


B.                                     The
account will be brought current with the deferment, but not paid ahead, without
management approval.


 


C.                                     A
deferment fee is collected on all transactions.


 


Sch-C-2

















 


D.                                    No
more than eight total payments may be deferred over the life of the loan,
without management approval.


 


An
Officer must approve any exceptions to the above stated policy.


 


Charge-Offs


 


It is AmeriCredit’s
policy that any account that is not successfully recovered by 120 days
delinquent is submitted to an Officer for approval and charge-off.


 


It is AmeriCredit’s
policy to carry all Chapter 13 bankruptcy accounts until 120 days delinquent.  A partial charge-off is taken for the
unsecured portion of the account.  On
fully reaffirmed Chapter 7 bankruptcy accounts, the accounts can be deferred
current at the time of discharge.


 


Deficiency Collections


 


Accounts are assigned to
third party collection agencies for deficiency collections.


 


Sch-C-3

















 


EXHIBIT
A


 


SERVICER’S
CERTIFICATE


 


AmeriCredit
Automobile Receivables Trust 2003-A-M


Class A-1 1.2975%
Asset Backed Notes


Class A-2A 1.67%
Asset Backed Notes


Class A-2B
Floating Rate Asset Backed Notes


Class A-3A 2.37%
Asset Backed Notes


Class A-3B
Floating Rate Asset Backed Notes


Class A-4A 3.10%
Asset Backed Notes


Class A-4B
Floating Rate Asset Backed Notes


Servicer’s
Certificate


 


This Servicer’s Certificate has been prepared pursuant
to Section 4.9 of the Sale and Servicing Agreement among AmeriCredit Automobile
Receivables Trust 2003-A-M, as Issuer, 
AmeriCredit Financial Services, 
Inc., as Servicer,  AFS SENSUB
Corp., as Seller, and Systems & Services Technologies, Inc., as Backup
Servicer and JPMorgan Chase Bank as Trust Collateral Agent, dated as of April
10, 2003. Defined terms have the meanings assigned to them in the Sale and
Servicing Agreement or in other Transaction Documents.


 


The undersigned hereby certifies that no Trigger Event
has occurred on the related Determination Date and that, to the knowledge of
the Servicer, no Insurance Agreement Event of Default has occurred.


 


Monthly
Period Beginning:


Monthly
Period Ending:


Prev.
Distribution/Close Date:


Distribution
Date:


Days
of Interest for Period:


Days
in Collection Period:


Months
Seasoned:


 


	
  II.

  	
  MONTHLY
  PERIOD NOTE BALANCE CALCULATION:

  	
   

  
	
   

  	
   

  	
   

  	
  Class A-1

  	
   

  	
  Class A-2A

  	
   

  	
  Class A-2B

  	
   

  	
  Class A-3A

  	
   

  	
   

  	
   

  
	
  {1}

  	
  Original Note
  Balance

  	
  {1}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {2}

  	
  Preliminary End
  of period Note Balance 

  	
  {2}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {3}

  	
  Deficiency Claim
  Amount

  	
  {3}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {4}

  	
  End of period
  Note Balance

  	
  {4}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {5}

  	
  Note Pool
  Factors  {4} / {1}

  	
  {5}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Class A-3B

  	
   

  	
  Class A-4A

  	
   

  	
  Class A-4B

  	
   

  	
   

  	
   

  	
  TOTAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {6}

  	
  Preliminary End
  of period Note Balance 

  	
  {6}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {7}

  	
  Deficiency Claim
  Amount

  	
  {7}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {8}

  	
  End of period
  Note Balance

  	
  {8}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {9}

  	
  Note Pool
  Factors  {8} / {1}

  	
  {9}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  II.

  	
  RECONCILIATION OF SPREAD ACCOUNT:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {10}

  	
  Preliminary End
  of period Spread Account balance 

  	
   

  	
  {10}

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {11}

  	
  Priority First -
  Deficiency Claim Amount from preliminary certificate

  	
   

  	
  {11}

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {12}

  	
  End of period
  Spread Account balance 

  	
   

  	
  {12}

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III.

  	
  MONTHLY PERIOD AND CUMULATIVE
  NUMBER OF RECEIVABLES CALCULATION:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Cumulative

  	
   

  	
  Monthly

  	
   

  
	
  {13}

  	
  Original Number
  of Receivables

  	
  {13}

  	
   

  	
   

  	
   

  	
   

  
	
  {14}

  	
  Beginning of
  period number of Receivables

  	
  {14}

  	
   

  	
   

  	
   

  	
   

  
	
  {15}

  	
  Number of
  Subsequent Receivables Purchased

  	
  {15}

  	
   

  	
   

  	
   

  	
   

  
	
  {16}

  	
  Number of
  Receivables becoming Liquidated Receivables during period

  	
  {16}

  	
   

  	
   

  	
   

  	
   

  
	
  {17}

  	
  Number of
  Receivables becoming Purchased Receivables during period

  	
  {17}

  	
   

  	
   

  	
   

  	
   

  
	
  {18}

  	
  Number of
  Receivables paid off during period

  	
  {18}

  	
   

  	
   

  	
   

  	
   

  
	
  {19}

  	
  End of period
  number of Receivables

  	
  {19}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
  STATISTICAL DATA:  (CURRENT AND HISTORICAL)

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
  Original

  	
   

  	
  Prev. Month

  	
   

  	
  Current

  	
   

  
	
  {20}

  	
  Weighted Average
  APR of the Receivables

  	
  {20}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {21}

  	
  Weighted Average
  Remaining Term of the Receivables

  	
  {21}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {22}

  	
  Weighted Average
  Original Term of Receivables

  	
  {22}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {23}

  	
  Average
  Receivable Balance

  	
  {23}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {24}

  	
  Aggregate
  Realized Losses

  	
  {24}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
  DELINQUENCY:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Receivables with
  Scheduled Payment delinquent

  	
   

  	
  Units

  	
   

  	
  Dollars

  	
   

  	
  Percentage

  	
   

  
	
   

  	
  {25}

  	
  31-60 days

  	
  {25}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {26}

  	
  61-90 days

  	
  {26}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {27}

  	
  over 90 days

  	
  {27}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {28}

  	
  Receivables with
  Scheduled Payment delinquent more than 30 days at end of period

  	
  {28}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1

















 


	
  VI.

  	
  PERFORMANCE TESTS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Delinquency Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {29}

  	
  Receivables with
  Scheduled Payment delinquent more than 60 days at end of period ({26} + {27})

  	
  {29}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {30}

  	
  Purchased
  Receivables with Scheduled Payment delinquent more than 60 days at end of
  period

  	
  {30}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {31}

  	
  Beginning of
  period Principal Balance

  	
  {31}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {32}

  	
  Delinquency
  Ratio {29} + {30} divided by {31}

  	
  {32}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {33}

  	
  Previous Monthly
  Period Delinquency Ratio

  	
  {33}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {34}

  	
  Second previous
  Monthly Period Delinquency Ratio

  	
  {34}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {35}

  	
  Average
  Delinquency Ratio ({32} + {33} + {34}) / 3

  	
  {35}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {36}

  	
  Compliance
  (Delinquency Test Failure is a Delinquency Ratio equal to or greater than
  4.00%.)

  	
  {36}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Cumulative Default Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {37}

  	
  Defaulted
  Receivables in Current Period

  	
  {37}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {38}

  	
  Cumulative
  Defaulted Receivables from last month

  	
  {38}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {39}

  	
  Cumulative
  Defaulted Receivables {37} + {38}

  	
  {39}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {40}

  	
  Original Pool
  Balance

  	
  {40}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {41}

  	
  Cumulative
  Default Rate {39} divided by {40}

  	
  {41}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {42}

  	
  Compliance
  (Default Test Failure is a Cumulative Default Rate equal to or greater than
  3.53%.)

  	
  {42}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Cumulative Net Loss Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {43}

  	
  Receivables
  becoming Liquidated Receivables during period

  	
  {43}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {44}

  	
  Purchased
  Receivables with Scheduled Payment delinquent more than 30 days at end of
  period

  	
  {44}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {45}

  	
  Liquidation
  Proceeds collected during period

  	
  {45}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {46}

  	
  Net Losses
  during period {43} + {44} + {45}

  	
  {46}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {47}

  	
  Net Losses since
  Initial Cut-off Date (Beginning of Period)

  	
  {47}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {48}

  	
  Cumulative
  Net Loss Rate before 50% of 90 Day Delinquencies ({46} + {47}) / {50} 

  	
  {48}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {49}

  	
  50% of
  Receivables with Scheduled Payment delinquent more than 90 days at end of
  period

  	
  {49}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {50}

  	
  Original
  Aggregate Principal Balance plus Pre-Funded Amount as of the Closing Date 

  	
  {50}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {51}

  	
  Cumulative Net
  Loss Rate ({46} + {47} + {49}) / {50}

  	
  {51}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {52}

  	
  Compliance (Net
  Loss Test Failure is a Net Loss Rate equal to or greater than 2.13%.)

  	
  {52}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Extension Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {53}

  	
  Principal
  Balance of Receivables extended during current period

  	
  {53}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {54}

  	
  Beginning of
  Period Aggregate Principal Balance

  	
  {54}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {55}

  	
  Extension Rate
  {53} divided by {54}

  	
  {55}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {56}

  	
  Previous Monthly
  Extension Rate

  	
  {56}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {57}

  	
  Second previous
  Monthly Extension Rate

  	
  {57}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {58}

  	
  Average
  Extension Rate ({55} +{56} +{57}) / 3

  	
  {58}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {59}

  	
  Compliance
  (Extension Test Failure is an Extension Rate equal to or greater than
  4%.)  

  	
  {59}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


2












 








 


EXHIBIT
B


 


PRELIMINARY
SERVICER’S CERTIFICATE


 


AmeriCredit
Automobile Receivables Trust 2003-A-M


Class A-1 1.2975%
Asset Backed Notes


Class A-2A 1.67%
Asset Backed Notes


Class A-2B
Floating Rate Asset Backed Notes


Class A-3A 2.37%
Asset Backed Notes


Class A-3B
Floating Rate Asset Backed Notes


Class A-4A 3.10%
Asset Backed Notes


Class A-4B
Floating Rate Asset Backed Notes


Preliminary
Servicer’s Certificate


 


This
Servicer’s Certificate has been prepared pursuant to Section 4.9 of the Sale
and Servicing Agreement among AmeriCredit Automobile Receivables Trust 2003-A-M,
as Issuer,  AmeriCredit Financial
Services,  Inc., as Servicer,  AFS SENSUB Corp., as Seller, and Systems
& Services Technologies, Inc., as Backup Servicer and JPMorgan Chase Bank
as Trust Collateral Agent, dated as of April 10, 2003. Defined terms have the
meanings assigned to them in the Sale and Servicing Agreement or in other
Transaction Documents.


 


The
undersigned hereby certifies that no Trigger Event has occurred on the related
Determination Date and that, to the knowledge of the Servicer, no Insurance
Agreement Event of Default has occurred.


 


Monthly
Period Beginning:


Monthly
Period Ending:


Prev.
Distribution/Close Date:


Distribution
Date:


Days
of Interest for Period:


Days
in Collection Period:


Months
Seasoned:


 


	
  Purchases

  	
   

  	
  Units

  	
   

  	
  Cut-off Date

  	
   

  	
  Closing Date

  	
   

  	
  Original

  Pool Balance

  	
   

  
	
  Initial
  Purchase 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub.
  Purchase #1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  I.

  	
  MONTHLY
  PERIOD RECEIVABLES PRINCIPAL BALANCE CALCULATION:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {1}

  	
  Beginning of
  period Aggregate Principal Balance

  	
   

  	
  {1}

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {2}

  	
  Purchase of
  Subsequent Receivables

  	
   

  	
  {2}

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Monthly
  Principal Amounts

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {3}

  	
  Collections on
  Receivables outstanding at end of period

  	
  {3}

  	
   

  	
   

  
	
   

  	
  {4}

  	
  Collections on
  Receivables paid off during period

  	
  {4}

  	
   

  	
   

  
	
   

  	
  {5}

  	
  Receivables
  becoming Liquidated Receivables during period

  	
  {5}

  	
   

  	
   

  
	
   

  	
  {6}

  	
  Receivables
  becoming Purchased Receivables during period

  	
  {6}

  	
   

  	
   

  
	
   

  	
  {7}

  	
  Other
  Receivables adjustments

  	
  {7}

  	
   

  	
   

  
	
   

  	
  {8}

  	
  Less amounts
  allocable to Interest

  	
  {8}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  {9}

  	
   

  
	
   

  	
  {9}

  	
  Total Monthly
  Principal Amounts

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  {10}

  	
   

  
	
  {10}

  	
  End of period
  Aggregate Principal Balance

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {11}

  	
  Pool Factor  ({10} / Original Pool Balance)

  	
   

  	
  {11}

  	
   

  



 


	
  II.

  	
  MONTHLY
  PERIOD NOTE BALANCE CALCULATION:

  	
   

  
	
   

  	
   

  	
   

  	
  Class A-1

  	
   

  	
  Class A-2A

  	
   

  	
  Class A-2B

  	
   

  	
  Class A-3A

  	
   

  	
   

  	
   

  
	
  {12}

  	
  Original Note Balance

  	
  {12}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {13}

  	
  Beginning of
  period Note Balance

  	
  {13}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {14}

  	
  Noteholders’
  Principal Distributable Amount

  	
  {14}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {15}

  	
  Noteholders’
  Accelerated Principal Amount

  	
  {15}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {16}

  	
  Accelerated
  Payment Amount Shortfall

  	
  {16}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {17}

  	
  Note Prepayment
  Amount

  	
  {17}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {18}

  	
  Deficiency Claim
  Amount

  	
  {18}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {19}

  	
  End of period
  Note Balance

  	
  {19}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {20}

  	
  Note Pool
  Factors  ({19} / {12})

  	
  {20}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Class A-3B

  	
   

  	
  Class A-4A

  	
   

  	
  Class A-4B

  	
   

  	
   

  	
   

  	
  TOTAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {21}

  	
  Beginning of
  period Note Balance

  	
  {21}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {22}

  	
  Noteholders’
  Principal Distributable Amount

  	
  {22}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {23}

  	
  Noteholders’
  Accelerated Principal Amount

  	
  {23}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {24}

  	
  Accelerated
  Payment Amount Shortfall

  	
  {24}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {25}

  	
  Note Prepayment
  Amount

  	
  {25}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {26}

  	
  Deficiency Claim
  Amount

  	
  {26}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {27}

  	
  End of period
  Note Balance

  	
  {27}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {28}

  	
  Note Pool
  Factors  ({27} / {12})

  	
  {28}

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1

















 


	
  III.

  	
  RECONCILIATION
  OF PRE-FUNDING ACCOUNT:

  	
   

  	
   

  	
   

  
	
  {29}

  	
  Beginning of
  period Pre-Funding Account balance

  	
  {29}

  	
   

  	
   

  
	
  {30}

  	
  Purchase of
  Subsequent Receivables

  	
  {30}

  	
   

  	
   

  
	
  {31}

  	
  Investment
  Earnings

  	
  {31}

  	
   

  	
   

  
	
  {32}

  	
  Investment
  Earnings Transfer to Collections Account

  	
  {32}

  	
   

  	
   

  
	
  {33}

  	
  Payment of
  Mandatory Prepayment Amount

  	
  {33}

  	
   

  	
   

  
	
  {34}

  	
  Total Month
  Activity

  	
  {34}

  	
   

  	
   

  
	
  {35}

  	
  End of period
  Pre-Funding Account balance

  	
  {35}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
  CALCULATION
  OF PRINCIPAL DISTRIBUTABLE AMOUNT

  	
   

  	
   

  	
   

  
	
  {36}

  	
  Total Monthly
  Principal Amounts ({9})

  	
  {36}

  	
   

  	
   

  
	
  {37}

  	
  Required
  Pro-forma Security Balance (The greater of (a) {10} Less $157,924,722 and (b)
  {10} times 91%)

  	
  {37}

  	
   

  	
   

  
	
  {38}

  	
  Pro-forma
  Security Balance (Assuming 100% Paydown of Total Monthly Principal Amounts)

  	
  {38}

  	
   

  	
   

  
	
  {39}

  	
  Step-down
  Amount  ({37} - {38})

  	
  {39}

  	
   

  	
   

  
	
  {40}

  	
  Principal
  Distributable Amount  ({36} - {39})

  	
  {40}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
  RECONCILIATION
  OF CAPITALIZED INTEREST ACCOUNT:

  	
   

  	
   

  	
   

  
	
  {41}

  	
  Beginning of
  period Capitalized Interest  Account
  balance

  	
  {41}

  	
   

  	
   

  
	
  {42}

  	
  Monthly
  Capitalized Interest Amount

  	
  {42}

  	
   

  	
   

  
	
  {43}

  	
  Investment
  Earnings

  	
  {43}

  	
   

  	
   

  
	
  {44}

  	
  Investment
  Earnings Transfer to Collections Account

  	
  {44}

  	
   

  	
   

  
	
  {45}

  	
  Payment of
  Overfunded Capitalized Interest Amount

  	
  {45}

  	
   

  	
   

  
	
  {46}

  	
  Payment of
  Remaining Capitalized Interest Account

  	
  {46}

  	
   

  	
   

  
	
  {47}

  	
  Total Month
  Activity

  	
  {47}

  	
   

  	
   

  
	
  {48}

  	
  End of period
  Capitalized Interest Account balance

  	
  {48}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VI.

  	
  RECONCILIATION
  OF COLLECTION ACCOUNT:

  	
   

  	
   

  	
   

  
	
   

  	
  Available Funds:

  	
   

  	
   

  	
   

  
	
   

  	
  {49}

  	
  Collections on
  Receivables during period  (net of
  Liquidation Proceeds and Fees)

  	
  {49}

  	
   

  	
   

  
	
   

  	
  {50}

  	
  Liquidation
  Proceeds collected during period

  	
  {50}

  	
   

  	
   

  
	
   

  	
  {51}

  	
  Purchase Amounts
  deposited in Collection  Account

  	
  {51}

  	
   

  	
   

  
	
   

  	
  {52}

  	
  Investment
  Earnings - Collection Account

  	
  {52}

  	
   

  	
   

  
	
   

  	
  {53}

  	
  Investment
  Earnings - Transfer From Prefunding Account

  	
  {53}

  	
   

  	
   

  
	
   

  	
  {54}

  	
  Investment
  Earnings - Transfer From Capitalized Interest Account

  	
  {54}

  	
   

  	
   

  
	
   

  	
  {55}

  	
  Collection of
  Supplemental Servicing - Extension Fees

  	
  {55}

  	
   

  	
   

  
	
   

  	
  {56}

  	
  Collection of
  Supplemental Servicing - Repo and Recovery Fees Advanced

  	
  {56}

  	
   

  	
   

  
	
   

  	
  {57}

  	
  Collection of
  Supplemental Servicing - Late Fees

  	
  {57}

  	
   

  	
   

  
	
   

  	
  {58}

  	
  Monthly
  Capitalized Interest Amount

  	
  {58}

  	
   

  	
   

  
	
   

  	
  {59}

  	
  Mandatory Note
  Prepayment Amount

  	
   

  	
  Class A-2B

  	
   

  	
  Class A-3B

  	
   

  	
  Class A-4B

  	
   

  	
  {59}

  	
   

  	
   

  
	
   

  	
  {60}

  	
  Proceeds from
  Swap Agreement

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  {60}

  	
   

  	
   

  
	
   

  	
  {61}

  	
  Total Available
  Funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  {61}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Distributions:

  	
   

  	
  Class A-2B

  	
   

  	
  Class A-3B

  	
   

  	
  Class A-4B

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {62}

  	
  Swap Payments to
  Swap Provider

  	
  {62}

  	
   

  	
   

  
	
   

  	
  {63}

  	
  Base Servicing
  Fee - to Servicer

  	
  {63}

  	
   

  	
   

  
	
   

  	
  {64}

  	
  Repo and
  Recovery Fees - reimbursed to Servicer

  	
  {64}

  	
   

  	
   

  
	
   

  	
  {65}

  	
  Bank Service
  Charges - reimbursed to Servicer

  	
  {65}

  	
   

  	
   

  
	
   

  	
  {66}

  	
  Late Fees - to
  Servicer

  	
  {66}

  	
   

  	
   

  
	
   

  	
  {67}

  	
  Agent fees - to
  Trustee

  	
  {67}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Noteholders’ Interest Distributable
  Amount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class

  	
   

  	
  Beginning

  Note Balance

  	
   

  	
  Interest

  Carryover

  	
   

  	
  Interest

  Rate

  	
   

  	
  Days

  	
   

  	
  Days Basis

  	
   

  	
  Calculated

  Interest

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {68}

  	
  Class
  A - 1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Actual
  days/360

  	
   

  	
   

  	
   

  	
  {68}

  	
   

  	
   

  
	
   

  	
  {69}

  	
  Class
  A - 2A

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  30/360

  	
   

  	
   

  	
   

  	
  {69}

  	
   

  	
   

  
	
   

  	
  {70}

  	
  Class
  A - 2B

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Actual
  days/360

  	
   

  	
   

  	
   

  	
  {70}

  	
   

  	
   

  
	
   

  	
  {71}

  	
  Class
  A - 3A

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  30/360

  	
   

  	
   

  	
   

  	
  {71}

  	
   

  	
   

  
	
   

  	
  {72}

  	
  Class
  A - 3B

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Actual
  days/360

  	
   

  	
   

  	
   

  	
  {72}

  	
   

  	
   

  
	
   

  	
  {73}

  	
  Class
  A - 4A

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  30/360

  	
   

  	
   

  	
   

  	
  {73}

  	
   

  	
   

  
	
   

  	
  {74}

  	
  Class
  A - 4B

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Actual
  days/360

  	
   

  	
   

  	
   

  	
  {74}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {75}

  	
  Security Insurer Premiums - to MBIA

  	
   

  	
  {75}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Noteholders’ Principal
  Distributable Amount

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class

  	
   

  	
  Principal

  Distributable

  	
   

  	
  Principal

  Carryover

  	
   

  	
  Excess

  Principal Due

  	
   

  	
  Mandatory

  Note Prepayment

  	
   

  	
  Total

  Principal

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {76}

  	
  Class
  A - 1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  {76}

  	
   

  	
   

  
	
   

  	
  {77}

  	
  Class
  A - 2A

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  {77}

  	
   

  	
   

  
	
   

  	
  {78}

  	
  Class
  A - 2B

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  {78}

  	
   

  	
   

  
	
   

  	
  {79}

  	
  Class
  A - 3A

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  {79}

  	
   

  	
   

  
	
   

  	
  {80}

  	
  Class
  A - 3B

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  {80}

  	
   

  	
   

  
	
   

  	
  {81}

  	
  Class
  A - 4A

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  {81}

  	
   

  	
   

  
	
   

  	
  {82}

  	
  Class
  A - 4B

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  {82}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {83}

  	
  Total distributions

  	
   

  	
  {83}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {84}

  	
  Excess Available
  Funds  (or Deficiency Claim Amount)

  	
   

  	
  {84}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {85}

  	
  Deposit to
  Spread Account to Increase to Required Level

  	
   

  	
  {85}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {86}

  	
  Noteholders’
  Accelerated Principal Amount

  	
   

  	
  {86}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {87}

  	
  Swap Termination
  Payments to Swap Provider

  	
   

  	
  {87}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {88}

  	
  Additional Amounts
  owed to Insurer not already paid in {75} above

  	
   

  	
  {88}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {89}

  	
  Deposit to
  Spread Account

  	
   

  	
  {89}

  	
   

  	
   

  
																													



 


2

















 


	
  VlI.

  	
  CALCULATION
  OF ACCELERATED PRINCIPAL AMOUNT

  	
   

  	
   

  	
   

  	
   

  
	
  {90}

  	
  Excess Available
  Funds  {84}

  	
   

  	
  {90}

  	
   

  	
   

  
	
  {91}

  	
  Pro Forma
  Security Balance ({21} - {9})

  	
   

  	
  {91}

  	
   

  	
   

  
	
  {92}

  	
  Required
  Pro-forma Security Balance (The greater of (a) {10} Less $157,924,722 and (b)
  {10} times 91%)

  	
   

  	
  {92}

  	
   

  	
   

  
	
  {93}

  	
  Excess of Pro
  Forma Balance over Required Balance ({91} - {92})

  	
   

  	
  {93}

  	
   

  	
   

  
	
  {94}

  	
  End of Period
  Class A-1 Note Balance

  	
   

  	
  {94}

  	
   

  	
   

  
	
  {95}

  	
  Lesser of {93}
  or {94}

  	
   

  	
  {95}

  	
   

  	
   

  
	
  {96}

  	
  Accelerated
  Principal Amount  (lesser of  {90} or {95})

  	
   

  	
  {96}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIII.

  	
  CALCULATION
  OF ACCELERATED PAYMENT AMOUNT SHORTFALL

  	
   

  	
   

  	
   

  	
   

  
	
  {97}

  	
  Pro Forma
  Security Balance ({21} - {9})

  	
   

  	
  {97}

  	
   

  	
   

  
	
  {98}

  	
  Required
  Pro-forma Security Balance (The greater of (a) {10} Less $157,924,722 and (b)
  {10} times 91%)

  	
   

  	
  {98}

  	
   

  	
   

  
	
  {99}

  	
  Excess of Pro
  Forma Balance over Required Balance ({97} - {98})

  	
   

  	
  {99}

  	
   

  	
   

  
	
  {100}

  	
  End of Period
  Class A-1 Note Balance

  	
   

  	
  {100}

  	
   

  	
   

  
	
  {101}

  	
  Greater of {99}
  or {100}

  	
   

  	
  {101}

  	
   

  	
   

  
	
  {102}

  	
  Excess Available
  Funds ({84})

  	
   

  	
  {102}

  	
   

  	
   

  
	
  {103}

  	
  Accelerated
  Payment Amount Shortfall ({101} - {102}

  	
   

  	
  {103}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IX.

  	
  RECONCILIATION
  OF SPREAD ACCOUNT:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Initial

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total

  
	
  {104}

  	
  Initial or Subsequent Spread Account Deposits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {105}

  	
  Beginning of period Spread Account balance

  	
   

  	
   

  	
   

  	
   

  	
  {105}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Additions
  to Spread Account

  	
   

  	
   

  	
   

  
	
   

  	
  {106}

  	
  Deposits from
  Collections Account ({89})

  	
  {106}

  	
   

  	
   

  
	
   

  	
  {107}

  	
  Investment
  Earnings

  	
  {107}

  	
   

  	
   

  
	
   

  	
  {108}

  	
  Deposits Related
  to Subsequent Receivables Purchases

  	
  {108}

  	
   

  	
   

  
	
   

  	
  {109}

  	
  Total Additions

  	
  {109}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {110}

  	
  Spread
  Account balance available for 
  withdrawals

  	
  {110}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Requisite
  Amount of Spread Account

  	
   

  	
   

  	
   

  
	
   

  	
  {111}

  	
  Outstanding Pool
  Balance times 3%

  	
   

  	
   

  	
  {111}

  	
   

  	
   

  
	
   

  	
  {112}

  	
  Initial Pool
  Balance times 2.0%

  	
   

  	
   

  	
  {112}

  	
   

  	
   

  
	
   

  	
  {113}

  	
  If Level I
  Trigger exists then greater of 6% of Outstanding Pool Balance and 4.0% of
  Initial Pool Balance

  	
  {113}

  	
   

  	
   

  
	
   

  	
  {114}

  	
  If Level II
  Trigger exists then 100% of Aggregate Ending Balance (as specified by MBIA)

  	
  {114}

  	
   

  	
   

  
	
   

  	
  {115}

  	
  Requisite Amount
  of Spread Account (If no Level I nor Level II trigger exist, greater of {111}
  and {112})

  	
  {115}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Withdrawals
  from Spread Account

  	
   

  	
   

  	
   

  
	
   

  	
  {116}

  	
  Deficiency Claim
  Amount

  	
  {116}

  	
   

  	
   

  
	
   

  	
  {117}

  	
  Any Amounts owed
  to the Trust Collateral Agent not paid from Collection Account

  	
  {117}

  	
   

  	
   

  
	
   

  	
   

  	
  Accelerated
  Payment Amount Shortfall  =

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  {117}

  	
  Accelerated
  Payment Amount Shortfall in Excess of Requisite Amount

  	
  {117}

  	
   

  	
   

  
	
   

  	
  {118}

  	
  Costs of
  Security Interest Perfections in the event of an Insurance Agreement Default

  	
  {118}

  	
   

  	
   

  
	
   

  	
  {119}

  	
  Any Amounts owed
  to the Swap Provider not paid from Collection Account

  	
  {119}

  	
   

  	
   

  
	
   

  	
  {120}

  	
  Release to
  Servicer

  	
  {120}

  	
   

  	
   

  
	
   

  	
  {121}

  	
  Total
  withdrawals

  	
  {121}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  {122}

  	
  End of
  period Spread Account balance

  	
  {122}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X.

  	
  CALCULATION
  OF OC LEVEL AND OC PERCENTAGE

  	
   

  	
   

  	
   

  
	
   

  	
  {123}

  	
  Aggregate Principal Balance

  	
  {123}

  	
   

  	
   

  
	
   

  	
  {124}

  	
  End of period Note Balance

  	
  {124}

  	
   

  	
   

  
	
   

  	
  {125}

  	
  Line {123} less line {124}

  	
  {125}

  	
   

  	
   

  
	
   

  	
  {126}

  	
  OC level{125} / {123}

  	
  {126}

  	
   

  	
   

  
	
   

  	
  {127}

  	
  Ending Spread Balance as a percentage of Aggregate Principal Balance
  ({122} / {123})

  	
  {127}

  	
   

  	
   

  
	
   

  	
  {128}

  	
  OC Percentage ({126} + {127})

  	
  {128}

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
															



 


3












 








 


ANNEX A


 


If, pursuant to the terms
and conditions of the Sale and Servicing Agreement, the Backup Servicer shall
become the Servicer, the following Sections shall be amended as follows unless
otherwise agreed to in writing by the Backup Servicer and the Insurer:


 


Section 1.1:
The definition of “Net Liquidation Proceeds” is replaced with the following
definition:


 


“Net Liquidation
Proceeds: means, with respect to all Receivables, the excess, if any, of (a)
Liquidation Proceeds for all such Receivables over (b) the sum of (i)
reasonable out-of-pocket expenses reimbursable to the Servicer pursuant to
Section 4.3 or 4.4 and (ii) amounts that are required to be refunded to
Obligors on such Receivables.”


 


Section 4.2.  The last paragraph of subsection (c) is
deleted.


 


Section 4.3(a).  The following provision shall follow the
third sentence of Section 4.3(a):


 


“Notwithstanding anything
to the contrary contained herein, following the repossession and sale of the
related Financed Vehicle by the Servicer, the Servicer shall not be obligated
to pursue any deficiency collections against the related Obligor except
pursuant to a separate agreement between the Issuer and the Servicer with the
consent of the Controlling Party.”


 


Section 4.3(a).  The last four sentences of
Section 4.3(a) shall be replaced in their entirety by the following sentences:


 


“All amounts received
upon liquidation of a Financed Vehicle shall be remitted directly by the
Servicer to the Lockbox Account no later than the Business Day after receipt
thereof.  The Servicer shall be entitled
to recover all reasonable expenses incurred by it in the course of repossessing
and liquidating a Financed Vehicle into cash proceeds from the Liquidation
Proceeds of such liquidation, and any remaining expenses shall be payable from Liquidation
Proceeds received with respect to any Receivable in the related, or any future,
Collection Period or as otherwise agreed to in writing by the Insurer and the
Servicer.  The Servicer shall pay on
behalf of the Issuer any personal property taxes assessed on repossessed
Financed Vehicles.  The Servicer shall
be entitled to reimbursement of any such tax from the Liquidation Proceeds
received with respect to any Receivable in the related, or any future, Collection
Period or as otherwise agreed to in writing by the Insurer and the Servicer,
and any reimbursable amounts still owing shall be payable from Available Funds
in accordance with Section 5.7(a).”


 


Section 4.3(b).  Section 4.3(b) shall be
replaced in its entirety by the following provision:


 


“The Servicer shall use
all reasonable efforts to enforce or collect upon a Dealer Agreement, Auto Loan
Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender
Assignment.   If the Servicer is unable
to enforce or collect upon any such agreement without commencing a legal
proceeding, the Servicer shall advise the Controlling Party whether, in its
reasonable judgment, commencing a legal proceeding to enforce or collect upon
such agreements is advisable, and shall only commence a legal proceeding to enforce
such agreements or commence or participate in any other legal proceeding
relating to or involving such agreements if directed to do so by the
Controlling Party. If the Servicer is directed to commence a legal proceeding
to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer
Assignment or Third-Party Lender 


 


Annex A-1

















 


Assignment, the act of commencement shall be deemed to be an automatic
assignment from the Issuer to the Servicer of the rights under such Dealer
Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or
Third-Party Lender Assignment for purposes of collection only.  If, however, in any enforcement suit or
legal proceeding it is held that the Servicer may not enforce a Dealer
Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or
Third-Party Lender Assignment on the grounds that it is not a real party in
interest or a Person entitled to enforce the Dealer Agreement, Auto Loan
Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender
Assignment, the Owner Trustee and/or the Indenture Trustee, at the Servicer’s
expense, or the Seller, at the Seller’s expense, shall take such steps as the
Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan
Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender
Assignment, including bringing suit in its name or the name of the Seller or of
the Issuer and the Owner Trustee and/or the Trust Collateral Agent for the
benefit of the Noteholders.  The
Servicer shall be reimbursed from Liquidation Proceeds or as otherwise agreed
to in writing by the Insurer and the Servicer, for all reasonable expenses
incurred pursuant to any legal action undertaken pursuant to this Section at
the direction of the Controlling Party.”


 


Section 4.4(a).  The first sentence of Section 4.4(a) shall
be replaced in its entirety by the following sentence:


 


“The Servicer shall
require, in accordance with its customary servicing procedures, that each
Financed Vehicle be insured by the related Obligor under the Insurance Policies
referred to in Paragraph 24 of the Schedule of Representations and Warranties
and shall monitor the status of such physical loss and damage insurance
coverage thereafter to the extent that it receives notice of determination or
non-renewal thereof; provided, however, that in no event will the
Servicer be required to retain a third-party service to monitor such physical
loss and damage insurance coverage.”


 


Section 4.4(d).  Section 4.4(d) shall be replaced in its
entirety by the following provision:


 


“The Servicer shall use
all reasonable efforts to enforce or collect upon the Insurance Policies.   If the Servicer is unable to enforce or
collect upon the Insurance Policies without commencing a legal proceeding, the
Servicer shall advise the Controlling Party whether, in its reasonable
judgment, commencing a legal proceeding to enforce or collect upon the
Insurance Policies is advisable, and shall only commence a legal proceeding in
its own name (or, if possible, as an agent of the Issuer) to enforce the
Insurance Policies or commence or participate in any other legal proceeding
relating to or involving the Insurance Policies if directed to do so by the
Controlling Party. If the Servicer is directed to commence a legal proceeding
to enforce an Insurance Policy, the act of commencement shall be deemed to be
an automatic assignment of the rights of the Issuer under such Insurance Policy
to the Servicer for purposes of collection only.  If, however, in any enforcement suit or legal proceeding it is
held that the Servicer may not enforce an Insurance Policy on the grounds that
it is not a real party in interest or a holder entitled to enforce the
Insurance Policy, the Owner Trustee and/or the Indenture Trustee, at the
Servicer’s expense, or the Seller, at the Seller’s expense, shall take such
steps as the Servicer deems necessary to enforce such Insurance Policy,
including bringing suit in its name or the name of the Issuer and the Owner
Trustee and/or the Trust Collateral Agent for the benefit of the
Noteholders.  The Servicer shall be
reimbursed from Liquidation Proceeds or as otherwise agreed to in writing by
the Insurer and the Servicer, for all 


 


Annex A-2

















 


reasonable expenses incurred pursuant to any legal action undertaken at
the direction of the Controlling Party.”


 


Section 4.5(a).  The following sentence shall be added to the
end of Section 4.5(a):


 


“The Servicer shall be
entitled to recover all reasonable expenses incurred pursuant to this Section
4.5(a) from Available Funds in accordance with Section 5.7(a) and Section II.B.
of Schedule 1 to this Annex A or as otherwise agreed to in writing by the
Insurer and the Servicer.”


 


Section 4.5(b).  The following sentence shall be added to the
end of Section 4.5(b):


 


“The Servicer shall be
entitled to recover all reasonable expenses incurred pursuant to this Section
4.5(b) from Available Funds in accordance with Section 5.7(a) and Section II.B.
of Schedule 1 to this Annex A or as otherwise agreed to in writing by the
Insurer and the Servicer.”


 


Section 4.11.  Section 4.11 shall be replaced in its
entirety by the following sentence:


 


“Annual Report of
Accountants.


 


The Servicer shall cause
a firm of independent certified public accountants, which may also render other
services to the Servicer or its affiliates, to deliver to the Insurer, the
Trustee, the Owner Trustee and the Trust Collateral Agent, within 120 days
after the end of each fiscal year, commencing with the fiscal year ending
December 31, 2003, (i) an opinion by a firm of nationally recognized
independent certified public accountants (the “Independent Accountants”)
on the financial position of the Servicer at the end of the relevant fiscal
year and the results of operations and changes in financial position of the
Servicer for such year then ended on the basis of an examination conducted in
accordance with generally accepted auditing standards, and (ii) a report from
such independent certified public accountants to the effect that based on an
examination of certain specified documents and records relating to the
servicing of the Servicer’s loan portfolio conducted substantially in
compliance with SAS 70 (the “Applicable Accounting Standards”), such firm is of
the opinion that such servicing has been conducted in compliance with the
Applicable Accounting Standards except for (a) such exceptions as such firm
shall believe to be immaterial and (b) such other exceptions as shall be
set forth in such statement.”


 


Section 4.15.  Section 4.15 shall be replaced in its
entirety by the following provision:


 


“Fidelity Bond and Errors
and Omissions Policy.  The Servicer has
obtained, and shall continue to maintain in full force and effect, a Fidelity
Bond and Errors and Omissions Policy of a type and in such amount as is
customary for servicers engaged in the business of servicing automobile
receivables; provided, however, that, with the consent of the Controlling Party
(not to be unreasonably withheld), the Servicer shall be deemed to have
fulfilled its obligation pursuant to this Section 4.15 if it has obtained and
continues to maintain in full force and effect, a self-insured Fidelity Bond
and Errors and Omissions Policy through JP Morgan Chase Bank or any of its
affiliates.”


 


Section 5.13.  Excess Servicing Fee Account.  In the event the Backup Servicer becomes the
Servicer, the Trust Collateral Agent shall establish and maintain in its own
name an Eligible Deposit Account (the “Excess Servicing Fee Account”),
which account shall be initially established 


 


Annex A-3

















 


with the Trust Collateral
Agent for the benefit of the Noteholders and the Insurer, shall be a “Trust
Account” for all purposes of this Agreement and shall be invested as other
Trust Accounts in accordance with Section 5.1; provided, however, all
investment earnings of moneys deposited in the Excess Servicing Fee Account
shall be retained until amounts are distributed from such account in accordance
with this Section.


 


(b)                                 If
the monthly fee payable to the Servicer pursuant to Section I.B.2.b. of
Schedule 1 of Annex A on any Distribution Date (the “Monthly Fee”) is
less than the product of 2.25% per annum and the Principal Balance of the
Active Contracts (as defined in Schedule 1 of Annex A) with remaining terms of
less than 36 months as of the date of transfer of servicing from the Servicer
to the Backup Servicer (such product, the “Target Servicing Fee”), the
excess, if any, of the Target Servicing Fee over the Monthly Fee shall be
deposited into the Excess Servicing Fee Account on such Distribution Date and
the Monthly Fee shall be paid to the Servicer pursuant to Section
5.7(a)(ii).  In the event the Monthly
Fee on any Distribution Date exceeds the Target Servicing Fee for such
Distribution Date, (i) the Trust Collateral Agent shall withdraw the amount of
such excess from the Excess Servicing Fee Account to the extent of amounts on
deposit therein and distribute such amount to the Servicer and (ii) the amount
of the Monthly Fee for such Distribution Date less the amount distributed to
the Servicer pursuant to subdivision (i) shall be paid to the Servicer pursuant
to Section 5.7(a)(ii).  Any amounts
remaining in the Excess Servicing Fee Account upon the final Distribution Date
shall be deposited in the Spread Account.


 


Section 9.1.  Section 9.1 shall be replaced in its
entirety with the following provision:


 


“Servicer Termination
Event.  For purposes of this Agreement,
each of the following shall constitute a “Servicer Termination Event”:


 


(a)                                  Any
failure by the Servicer to deliver to the Trust Collateral Agent for
distribution to Noteholders any proceeds or payment required to be so delivered
under the terms of this Agreement that continues unremedied for a period of two
Business Days (one Business Day with respect to payment of Purchase Amounts)
after written notice is received by the Servicer from the Trust Collateral
Agent or (unless an Insurer Default shall have occurred and be continuing) the
Insurer or after discovery of such failure by a Responsible Officer of the
Servicer; or


 


(b)                                 Failure
by the Servicer to deliver to the Trust Collateral Agent and (so long as an
Insurer Default shall not have occurred and be continuing) the Insurer the
Servicer’s Certificate by the first Business Day prior to the Distribution
Date, or failure on the part of the Servicer to observe its covenants and
agreements set forth in Section 8.4(a); or


 


(c)                                  Failure
on the part of the Servicer duly to observe or perform any other covenants or
agreements of the Servicer set forth in this Agreement, which failure
(i) materially and adversely affects the rights of Noteholders (determined
without regard to the availability of funds under the Note Policy), or of the
Insurer (unless an Insurer Default shall have occurred and be continuing), and
(ii) continues unremedied for a period of 30 days after knowledge thereof by
the Servicer or after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Trust Collateral Agent or the Insurer (or, if an Insurer Default shall have
occurred and be continuing by any Noteholder); or


 


Annex A-4

















 


(d)                                 The
entry of a decree or order for relief by a court or regulatory authority having
jurisdiction in respect of the Servicer in an involuntary case under the
federal bankruptcy laws, as now or hereafter in effect, or another present or
future, federal bankruptcy, insolvency or similar law, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Servicer or of any substantial part of its property or
ordering the winding up or liquidation of the affairs of the Servicer and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days or the commencement of an involuntary case under the
federal bankruptcy laws, as now or hereinafter in effect, or another present or
future federal or state bankruptcy, insolvency or similar law and such case is
not dismissed within 60 days; or


 


(e)                                  The
commencement by the Servicer of a voluntary case under the federal bankruptcy
laws, as now or hereafter in effect, or any other present or future, federal or
state, bankruptcy, insolvency or similar law, or the consent by the Servicer to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Servicer or
of any substantial part of its property or the making by the Servicer of an
assignment for the benefit of creditors or the failure by the Servicer
generally to pay its debts as such debts become due or the taking of corporate
action by the Servicer in furtherance of any of the foregoing; or


 


(f)                                    Any
representation, warranty or statement of the Servicer made in this Agreement
(including in its prior capacity as Backup Servicer) or any certificate, report
or other writing delivered pursuant hereto shall prove to be incorrect in any
material respect as of the time when the same shall have been made, and the
incorrectness of such representation, warranty or statement has a material
adverse effect on the Trust or the Noteholders and, within 30 days after
knowledge thereof by the Servicer or after written notice thereof shall have
been given to the Servicer by the Trust Collateral Agent or the Insurer (or, if
an Insurer Default shall have occurred and be continuing, a Noteholder), the
circumstances or condition in respect of which such representation, warranty or
statement was incorrect shall not have been eliminated or otherwise cured; or


 


(g)                                 The
Servicer shall enter into any merger, conversion or consolidation unless the
Insurer has provided its prior written consent; or


 


(h)                                 JPMorgan
Chase Bank shall cease to own (directly or indirectly) 100% of the Servicer
unless the Insurer has provided its written consent; or


 


(i)                                     The
Servicer shall fail to maintain and service any Receivable in accordance with
the performance standards set forth in Annex B; or


 


(j)                                     The
average of the Monthly Extension Rates calculated with respect to three
consecutive calendar months exceeds 4%; or


 


(k)                                  The
tangible net worth (as defined by generally accepted accounting principles in
effect in the United States from time to time (“GAAP”) of the Servicer,
as of the last day of any calendar quarter, shall be less than 85% of the
Shareholder’s Equity (as defined below) minus Intangible Assets (as defined
below) as of the end of the quarter ended on June 30, 2001 plus 50% 


 


Annex A-5

















 


of quarterly net income (prior to dividends or distributions on an
ongoing basis with no subtraction for quarterly losses) for each quarter
thereafter.


 


For purposes of Section 9.01(k),
the following definitions shall apply: 
“Intangible Assets” means all licenses, patents, copyrights, trade
names, trademarks, goodwill or any premium paid in excess of the book value of
purchased assets, experimental or organizational expenses, deferred debt
issuance costs, and all other assets which under GAAP are deemed intangible and
any write-up of assets, to the extent that any of the foregoing items were
included in total assets or deducted from total liabilities in computing total
shareholders equity; and “Shareholder’s Equity” means, for the Servicer and its
subsidiaries, as of the last day of any calendar quarter, the total amount of
shareholder’s equity determined on a consolidated basis in accordance with
GAAP.


 


Section 12.2(h).  The following sentence shall be added to the
end of Section 12.2(h):


 


“The Servicer shall be
reimbursed for all reasonable expenses incurred pursuant to this Section
12.2(h) from Available Funds in accordance with Section 5.7(a) and Section
II.B. of Schedule 1 to this Annex A or as otherwise agreed to in writing by the
Insurer and the Servicer.”


 


Schedule C to the Sale
and Servicing Agreement shall be replaced in its entirety by the Servicer with
a schedule of servicing policies and procedures that is acceptable to the
Controlling Party.


 


Attached hereto as
Schedule 1 is the Backup Servicer Fee Schedule.


 


Except as expressly set
forth in this Annex A, all other terms, provisions and conditions of the Sale
and Servicing Agreement shall remain in full force and effect.


 


Annex A-6

















 


Schedule
1 to Annex A


 


SYSTEMS
& SERVICES TECHNOLOGIES, INC.


A SUBSIDIARY OF
JPMORGAN CHASE


 


SERVICING FEE
SCHEDULE:

AMERICREDIT 2003-A-M SECURITIZATION

APRIL 16, 2003


 


I.                                         FEES


 


A.                                   Backup
Servicing


 


	
  1.

  	
   

  	
  One-Time Setup Fee
  payable by

  AmeriCredit on the Closing Date

  	
   

  	
  $7,500

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Monthly Fee (1)

  	
   

  	
  the greater of 4bsp or $7,500 per month

  



 


B.                                     Successor
Servicing (2)


 


	
  1.

  	
   

  	
  One Time Boarding Fee

  	
   

  	
  $5.00 per loan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Monthly Fee (1) (3)

  	
   

  	
  the greater of 4bsp or $7,500 per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.          Remaining term of 36
  months or more at the date of transfer of servicing to SST:

  	
   

  	
  the greater of 225 bsp
  or $13.00 per loan per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.         Remaining term of less
  than 36 months at the date of transfer of servicing to SST:

  	
   

  	
  $18.00 per loan per
  month (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Minimum
  Monthly Fee

  	
   

  	
  $3,000

  



 


II.                                     EXPENSES
(2)


 


A.                                   Transition
Expenses


 


SST shall be reimbursed
for all costs and expenses incurred in connection with the transfer of
contracts to SST for successor servicing. 
Such costs and expenses include, but are not limited to, those related
to travel, obligor mailings, freight and file shipping.  All transition expenses plus the aggregate
boarding fees shall not exceed $300,000.


 


Annex A-7

















 


B.                                     Successor
Servicing Expenses


 


In accordance with
Section 4.3 of the Sale and Servicing Agreement, SST shall be reimbursed for
all reasonable out-of-pocket expenses relating to liquidation or enforcement of
the Receivables including, but not limited to, those associated with asset
recovery, liquidation, sales, travel, lodging, insurance tracking, field calls
and legal proceedings related to replevin actions or obligor bankruptcies
solely from Liquidation Proceeds.  In
addition, SST shall be reimbursed to the extent not paid by AmeriCredit for
title processing and bank charges pursuant to Section 5.7(a).  Additionally, SST shall receive pursuant to
Section 5.7(a) an administrative fee amounting to 3% of the funds advanced by
SST to cover any such expenses during any monthly collection period.  In order to avoid this administrative fee,
AmeriCredit (or another party, as appropriate) may at any time during the term
establish and fund an advance account to be utilized by SST to cover all such
expenses and costs provided in this section for any monthly collection
period.  Any such advance account must
be fully funded on a monthly basis in an amount sufficient to cover the
out-of-pocket expenses projected by SST for each subsequent monthly collection
period.  All expenses and administrative
fees payable to SST as replacement or successor servicer pursuant to Section
5.7(a) shall not exceed $100,000 in aggregate in any calendar year (the “Capped
Servicer Expenses”).  The Monthly
Servicer Fees described in Section I.B.2. of this Schedule 1 and the Capped
Servicer Expenses constitute the Base Servicing Fee.


 


III.                                 MISCELLANEOUS
(2)


 


A.                                   Claim
Filing Costs


 


In the event SST files
insurance claims in connection with any contract serviced by SST, SST shall
receive $25.00 per filing.


 


B.                                     Administrative
Fees/Servicing Charges


 


SST shall receive the
Supplemental Servicing Fee.


 


C.                                     Deficiency
Collections


 


Under separate agreement,
SST may provide deficiency collections services on a contingency fee basis.


 


(1)                                  Basis
points are annualized (i.e., applicable basis points/12) and shall be based on
beginning of month outstanding Principal Balance for the immediately proceeding
Collection Period of each individual Active Contract, as defined below.


 


(2)                                  These
items shall only apply to SST’s performance of successor servicing duties.


 


(3)                                  SST
shall receive this fee for all “Active Contracts” for any full or partial month
where it functions as the Servicer. 
Active Contract is defined as any contract other than:  (i) prepaid, fully satisfied contracts;
(ii) contracts in which the asset has been liquidated and SST has posted
the liquidation proceeds or any other anticipated proceeds (e.g., credit
enhancement insurance); or (iii) contracts in which SST has completed all
work in connection with processing and receiving insurance payoffs.


 


Annex A-8

















 


Active Contracts shall
not include any Purchased Receivable or Liquidated Receivable.


 


(4)                                  To
the extent that the successor servicing fee payable to SST pursuant to Section
I.B.2.b of this Schedule 1 is less than 2.25% per annum times the principal
balance of Active Contracts with remaining terms less than 36 months as of the
date of transfer of servicing to SST, certain amounts shall be deposited into
the Excess Servicing Fee Account pursuant to Section 5.13.


 


Annex A-9

















 


ANNEX B


 


Performance
Standards


 


1.                                       SST
will provide the Insurer with its internal standards (the “Internal
Standards”) for the processes listed below as they exist as of the date SST
assumes the duties of the Servicer under the Sale and Servicing Agreement.


 


2.                                       SST
will promptly provide the Insurer with updates as the Performance Standards are
revised; provided, however, that the Performance Standards may
not be altered without the mutual agreement of the Insurer and SST.


 


3.                                       The
Insurer, or a designee, will audit the processes listed below on an annual
basis and will provide SST thirty days advance notice of such audit.


 


4.                                       All
processes will be considered to be in compliance if loan sampling reveals 90%
or greater adherence based upon loan sampling described in criteria to be
agreed to by SST and the Insurer at the time that the Backup Servicer shall become
the Servicer under the Sale and Servicing Agreement.  The same loan may be used for the purposes of reviewing multiple
processes.


 


5.                                       If
any of the below standards are found to be below 90% adherence to the standard,
the Insurer will allow SST thirty days to respond in writing as to what actions
will be taken to correct these findings or why the findings may not be
reflective of SST’s true practices.


 


6.                                       At
the time of any response referenced above, the Insurer may, in its sole
discretion, forgive this lack of adherence or may decide to conduct a follow-up
review as early as 60 days from the response to ensure adherence to the
standard exists.  Any follow-up review
will focus on loans processed since MBIA received a response to findings.


 


7.                                       If
upon the follow-up review, the standard(s) are deemed to have been in
adherence, the Insurer will consider SST to be in compliance and will return on
or about a year after the initial review for the next annual audit.


 


8.                                       If
upon the follow-up review, the standard(s) are deemed to not be in adherence,
the Insurer will reserve the right to require and cause a transfer of
servicing.


 


9.                                       SST
will service the Receivables in accordance with the servicing standard set
forth in Article IV of the Sale and Servicing Agreement.


 


Annex B-1