<PAGE>

EXECUTION COPY

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY


================================================================================



                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-B



                       Class A-1 3.76% Asset Backed Notes
                   Class A-2 Floating Rate Asset Backed Notes
                   Class A-3 Floating Rate Asset Backed Notes
                       Class A-4 5.37% Asset Backed Notes






                        ---------------------------------



                                    INDENTURE



                            Dated as of July 12, 2001



                       -----------------------------------



                                  BANK ONE, NA
                       Trustee and Trust Collateral Agent




================================================================================

<PAGE>




                                TABLE OF CONTENTS

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                                                                                                               PAGE
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ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................3

        SECTION 1.1  Definitions..................................................................................3
        SECTION 1.2  Incorporation by Reference of Trust Indenture Act...........................................11
        SECTION 1.3  Rules of Construction.......................................................................11

ARTICLE II THE NOTES.............................................................................................12

        SECTION 2.1  Form........................................................................................12
        SECTION 2.2  Execution, Authentication and Delivery......................................................12
        SECTION 2.3  Temporary Notes.............................................................................13
        SECTION 2.4  Registration; Registration of Transfer and Exchange.........................................13
        SECTION 2.5  Mutilated, Destroyed, Lost or Stolen Notes..................................................15
        SECTION 2.6  Persons Deemed Owner........................................................................15
        SECTION 2.7  Payment of Principal and Interest; Defaulted Interest.......................................16
        SECTION 2.8  Cancellation................................................................................17
        SECTION 2.9  Release of Collateral.......................................................................17
        SECTION 2.10 Book-Entry Notes............................................................................17
        SECTION 2.11 Notices to Clearing Agency..................................................................18
        SECTION 2.12 Definitive Notes............................................................................18

ARTICLE III COVENANTS............................................................................................19

        SECTION 3.1  Payment of Principal and Interest...........................................................19
        SECTION 3.2  Maintenance of Office or Agency.............................................................19
        SECTION 3.3  Money for Payments to be Held in Trust......................................................19
        SECTION 3.4  Existence...................................................................................21
        SECTION 3.5  Protection of Trust Estate..................................................................21
        SECTION 3.6  Opinions as to Trust Estate.................................................................21
        SECTION 3.7  Performance of Obligations; Servicing of Receivables........................................22
        SECTION 3.8  Negative Covenants..........................................................................23
        SECTION 3.9  Annual Statement as to Compliance...........................................................23
        SECTION 3.10 Issuer May Consolidate, Etc. Only on Certain Terms..........................................24
        SECTION 3.11 Successor or Transferee.....................................................................26
        SECTION 3.12 No Other Business...........................................................................26
        SECTION 3.13 No Borrowing................................................................................26
        SECTION 3.14 Servicer's Obligations......................................................................26
        SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities...........................................26
        SECTION 3.16 Capital Expenditures........................................................................27
        SECTION 3.17 Compliance with Laws........................................................................27
        SECTION 3.18 Restricted Payments.........................................................................27
        SECTION 3.19 Notice of Events of Default.................................................................27
        SECTION 3.20 Further Instruments and Acts................................................................27
        SECTION 3.21 Amendments of Sale and Servicing Agreement and Trust Agreement..............................27
        SECTION 3.22 Income Tax Characterization.................................................................28

ARTICLE IV SATISFACTION AND DISCHARGE............................................................................28

        SECTION 4.1  Satisfaction and Discharge of Indenture.....................................................28
        SECTION 4.2  Application of Trust Money..................................................................29
        SECTION 4.3  Repayment of Moneys Held by Note Paying Agent...............................................29

ARTICLE V REMEDIES...............................................................................................29

        SECTION 5.1  Events of Default...........................................................................29
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                                       i
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        SECTION 5.2  Rights Upon Event of Default................................................................31
        SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by Trustee.............................32
        SECTION 5.4  Remedies....................................................................................34
        SECTION 5.5  Optional Preservation of the Receivables....................................................36
        SECTION 5.6  Priorities..................................................................................36
        SECTION 5.7  Limitation of Suits.........................................................................37
        SECTION 5.8  Unconditional Rights of Noteholders To Receive Principal and Interest.......................38
        SECTION 5.9  Restoration of Rights and Remedies..........................................................38
        SECTION 5.10 Rights and Remedies Cumulative..............................................................38
        SECTION 5.11 Delay or Omission Not a Waiver..............................................................38
        SECTION 5.12 Control by Noteholders......................................................................38
        SECTION 5.13 Waiver of Past Defaults.....................................................................39
        SECTION 5.14 Undertaking for Costs.......................................................................39
        SECTION 5.15 Waiver of Stay or Extension Laws............................................................40
        SECTION 5.16 Action on Notes.............................................................................40
        SECTION 5.17 Performance and Enforcement of Certain Obligations..........................................40

ARTICLE VI THE TRUSTEE AND THE TRUST COLLATERAL AGENT............................................................41

        SECTION 6.1  Duties of Trustee...........................................................................41
        SECTION 6.2  Rights of Trustee...........................................................................42
        SECTION 6.3  Individual Rights of Trustee................................................................44
        SECTION 6.4  Trustee's Disclaimer........................................................................44
        SECTION 6.5  Notice of Defaults..........................................................................44
        SECTION 6.6  Reports by Trustee to Holders...............................................................44
        SECTION 6.7  Compensation and Indemnity..................................................................44
        SECTION 6.8  Replacement of Trustee......................................................................45
        SECTION 6.9  Successor Trustee by Merger.................................................................46
        SECTION 6.10 Appointment of Co-Trustee or Separate Trustee...............................................47
        SECTION 6.11 Eligibility: Disqualification...............................................................48
        SECTION 6.12 Preferential Collection of Claims Against Issuer............................................48
        SECTION 6.13 Appointment and Powers......................................................................48
        SECTION 6.14 Performance of Duties.......................................................................49
        SECTION 6.15 Limitation on Liability.....................................................................49
        SECTION 6.16 Reliance Upon Documents.....................................................................49
        SECTION 6.17 Successor Trust Collateral Agent............................................................50
        SECTION 6.18 Compensation................................................................................51
        SECTION 6.19 Representations and Warranties of the Trust Collateral Agent................................51
        SECTION 6.20 Waiver of Setoffs...........................................................................52
        SECTION 6.21 Control by the Controlling Party............................................................52

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS.......................................................................52

        SECTION 7.1  Issuer To Furnish To Trustee Names and Addresses of Noteholders.............................52
        SECTION 7.2  Preservation of Information; Communications to Noteholders..................................52
        SECTION 7.3  Reports by Issuer...........................................................................53
        SECTION 7.4  Reports by Trustee..........................................................................53

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES................................................................53

        SECTION 8.1  Collection of Money.........................................................................53
        SECTION 8.2  Release of Trust Estate.....................................................................54
        SECTION 8.3  Opinion of Counsel..........................................................................54

ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................54

        SECTION 9.1  Supplemental Indentures Without Consent of Noteholders......................................54
        SECTION 9.2  Supplemental Indentures with Consent of Noteholders.........................................56
        SECTION 9.3  Execution of Supplemental Indentures........................................................57
        SECTION 9.4  Effect of Supplemental Indenture............................................................57
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                                       ii

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        SECTION 9.5  Conformity With Trust Indenture Act.........................................................58
        SECTION 9.6  Reference in Notes to Supplemental Indentures...............................................58

ARTICLE X REDEMPTION OF NOTES....................................................................................58

        SECTION 10.1 Redemption..................................................................................58
        SECTION 10.2 Form of Redemption Notice...................................................................59
        SECTION 10.3 Notes Payable on Redemption Date............................................................59

ARTICLE XI MISCELLANEOUS.........................................................................................59

        SECTION 11.1 Compliance Certificates and Opinions, etc...................................................59
        SECTION 11.2 Form of Documents Delivered to Trustee......................................................61
        SECTION 11.3 Acts of Noteholders.........................................................................62
        SECTION 11.4 Notices, etc., to Trustee, Issuer and Rating Agencies.......................................62
        SECTION 11.5 Notices to Noteholders; Waiver..............................................................63
        SECTION 11.6 [Reserved]..................................................................................64
        SECTION 11.7 Conflict with Trust Indenture Act...........................................................64
        SECTION 11.8 Effect of Headings and Table of Contents....................................................64
        SECTION 11.9 Successors and Assigns......................................................................64
        SECTION 11.10   Separability.............................................................................64
        SECTION 11.11   Benefits of Indenture....................................................................64
        SECTION 11.12   Legal Holidays...........................................................................65
        SECTION 11.13   GOVERNING LAW............................................................................65
        SECTION 11.14   Counterparts.............................................................................65
        SECTION 11.15   Recording of Indenture...................................................................65
        SECTION 11.16   Trust Obligation.........................................................................65
        SECTION 11.17   No Petition..............................................................................66
        SECTION 11.18   Inspection...............................................................................66
</TABLE>



exhibits

        EXHIBIT A-1 Form of Class A-1 Note
        EXHIBIT A-2 Form of Class A-2 Note
        EXHIBIT A-3 Form of Class A-3 Note
        EXHIBIT A-4 Form of Class A-4 Note







                                      iii
<PAGE>

                  INDENTURE dated as of July 12, 2001, between AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2001-B, a Delaware business trust (the "ISSUER"),
and BANK ONE, NA, a national banking association, as trustee (the "TRUSTEE") and
Trust Collateral Agent (as defined below).

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Issuer's Class
A-1 3.76% Asset Backed Notes (the "CLASS A-1 NOTES"), the Class A-2 Floating
Rate Asset Backed Notes (the "CLASS A-2 NOTES"), the Class A-3 Floating Rate
Asset Backed Notes (the "CLASS A-3 NOTES") and the Class A-4 5.37% Asset Backed
Notes (the "CLASS A-4 NOTES" and together with the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes, the "NOTES").

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

                  Financial Security Assurance Inc. (the "SECURITY INSURER") has
issued and delivered a financial guaranty insurance policy, dated the Closing
Date (with endorsements, the "NOTE POLICY"), pursuant to which the Security
Insurer guarantees Scheduled Payments, as defined in the Insurance Agreement.

                  As an inducement to the Security Insurer to issue and deliver
the Note Policy, the Issuer and the Security Insurer have executed and delivered
the Insurance and Indemnity Agreement, dated as of July 12, 2001 (as amended
from time to time, the "INSURANCE AGREEMENT"), among the Security Insurer, the
Issuer, AmeriCredit Financial Services, Inc., AmeriCredit Corp., AFS Funding
Trust and AFS Funding Corp.

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



<PAGE>

                                 GRANTING CLAUSE

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

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


                                       2

<PAGE>

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

                  "ACT" has the meaning specified in Section 11.3(a).

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

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

                  "BASIC DOCUMENTS" means this Indenture, the Certificate of
Trust, the Trust Agreement, as amended, the Sale and Servicing Agreement, the
Spread Account Agreement, the Spread Account Agreement Supplement, the Insurance
Agreement, the Assignment, the Swap Agreement and other documents and
certificates delivered in connection therewith.

                  "BENEFIT PLAN ENTITY" has the meaning specified in Section
2.4.

                  "BOOK ENTRY NOTES" means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.10.

                  "BUSINESS DAY" means (i) with respect to the Note Policy, any
day other than a Saturday, Sunday, legal holiday or other day on which
commercial banking institutions in Wilmington, Delaware, New York, New York,
Fort Worth, Texas or Columbus, Ohio or any other location of any successor
Servicer, successor Owner Trustee or successor Trust Collateral Agent are
authorized or obligated by law, executive order or governmental decree to be
closed and (ii) otherwise, a day other than a Saturday, a Sunday or other day on
which commercial banks located in the states of Delaware, Texas, Ohio or New
York are authorized or obligated to be closed.

                  "CERTIFICATE" means a trust certificate evidencing the
beneficial interest of a Certificateholder in the Trust.


                                       3

<PAGE>

                  "CERTIFICATEHOLDER" means the Person in whose name a
Certificate is registered on the Certificate Register.

                  "CERTIFICATE OF TRUST" means the certificate of trust of the
Issuer substantially in the form of Exhibit B to the Trust Agreement.

                  "CLASS A-1 INTEREST RATE" means 3.76% per annum (computed on
the basis of a 360-day year and the actual number of days in the related
Interest Period).

                  "CLASS A-1 NOTES"  means the Class A-1 3.76% Asset  Backed
Notes,  substantially  in the form of Exhibit A-1.

                  "CLASS A-1 PREPAYMENT AMOUNT" means, as of the Distribution
Date on or immediately following the last day of the Funding Period, after
giving effect to any transfer of Subsequent Receivables on such date, an amount
equal to the Class A-1 Noteholders' pro rata share (based on the respective
current outstanding principal balance of each class of Notes) of the Pre-Funded
Amount as of such Distribution Date.

                  "CLASS A-2 INTEREST RATE" means LIBOR + 0.11% per annum
(computed on the basis of a 360-day year and the actual number of days in the
related Interest Period).

                  "CLASS A-2 NOTES" means the Class A-2 Floating Rate Asset
Backed Notes, substantially in the form of Exhibit A-2.

                  "CLASS A-2 PREPAYMENT AMOUNT" means, as of the Distribution
Date on or immediately following the last day of the Funding Period, after
giving effect to any transfer of Subsequent Receivables on such date, an amount
equal to the Class A-2 Noteholders' pro rata share (based on the respective
current outstanding principal balance of each class of Notes) of the Pre-Funded
Amount as of such Distribution Date.

                  "CLASS A-3 INTEREST RATE" means LIBOR + 0.18% per annum
(computed on the basis of a 360-day year and the actual number of days in the
related Interest Period).

                  "CLASS A-3 NOTES" means the Class A-3 Floating Rate Asset
Backed Notes, substantially in the form of Exhibit A-3.

                  "CLASS A-3 PREPAYMENT AMOUNT" means, as of the Distribution
Date on or immediately following the last day of the Funding Period, after
giving effect to any transfer of Subsequent Receivables on such date, an amount
equal to the Class A-3 Noteholders' pro rata share (based on the respective
current outstanding principal balance of each class of Notes) of the Pre-Funded
Amount as of such Distribution Date.

                  "CLASS A-4 INTEREST RATE" means 5.37% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

                  "CLASS A-4 NOTES"  means the Class A-4 5.37% Asset Backed
Notes,  substantially  in the form of Exhibit A-4.

                                       4

<PAGE>

                  "CLASS A-4 PREPAYMENT AMOUNT" means, as of the Distribution
Date on or immediately following the last day of the Funding Period, after
giving effect to any transfer of Subsequent Receivables on such date, an amount
equal to the Class A-4 Noteholders' pro rata share (based on the respective
current outstanding principal balance of each class of Notes) of the Pre-Funded
Amount as of such Distribution Date.

                  "CLEARING AGENCY" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.

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

                  "CLOSING DATE" means July 19, 2001.

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

                  "COLLATERAL" has the meaning specified in the Granting Clause
of this Indenture.

                  "CONTROLLING PARTY" means the Security Insurer, so long as no
Insurer Default shall have occurred and be continuing, and the Trustee, for so
long as an Insurer Default shall have occurred and be continuing.

                  "CORPORATE TRUST OFFICE" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered which office at date of the execution of this Agreement is located
at 100 East Broad Street, 8th Floor, Columbus, Ohio 43215 (facsimile number
(614) 248-5195) Attention: Capital Markets Fiduciary Services, AmeriCredit
2001-B, or at such other address as the Trustee may designate from time to time
by notice to the Noteholders, the Security Insurer, the Servicer and the Issuer,
or the principal corporate trust office of any successor Trustee (the address of
which the successor Trustee will notify the Noteholders and the Issuer).

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

                  "DEFINITIVE NOTES" has the meaning specified in Section 2.10.

                  "DISTRIBUTION DATE" has the meaning specified in the Sale and
Servicing Agreement.

                  "ERISA" has the meaning specified in Section 2.4.

                  "EVENT OF DEFAULT" has the meaning specified in Section 5.1.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.


                                       5

<PAGE>

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

                  "GRANT" means mortgage, pledge, bargain, warrant, alienate,
remise, release, convey, assign, transfer, create, grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to this Indenture. A Grant of the Collateral or of any other agreement
or instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.

                  "HOLDER" or "NOTEHOLDER" means the Person in whose name a Note
is registered on the Note Register.

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

                  "INDENTURE" means this Indenture as amended and supplemented
from time to time.

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


                                       6
<PAGE>

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

                  "INSURANCE AGREEMENT INDENTURE CROSS DEFAULT" has the meaning
specified therefor in the Insurance Agreement.

                  "INSURED DISTRIBUTION DATE" has the meaning specified in the
Sale and Servicing Agreement.

                  "INSURER ISSUER SECURED OBLIGATIONS" means all amounts and
obligations which the Issuer may at any time owe to or on behalf of the Security
Insurer under this Indenture, the Insurance Agreement or any other Basic
Document.

                  "INTEREST RATE" means, with respect to the (i) Class A-1
Notes, the Class A-1 Interest Rate, (ii) Class A-2 Notes, the Class A-2 Interest
Rate, (iii) Class A-3 Notes, the Class A-3 Interest Rate and (iv) Class A-4
Notes, the Class A-4 Interest Rate.

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

                  "ISSUER ORDER" and "ISSUER REQUEST" means a written order or
request signed in the name of the Issuer by any one of its Authorized Officers
and delivered to the Trustee.

                  "ISSUER SECURED OBLIGATIONS" means the Insurer Issuer Secured
Obligations and the Trustee Issuer Secured Obligations.

                  "ISSUER SECURED PARTIES" means each of the Trustee in respect
of the Trustee Issuer Secured Obligations and the Security Insurer in respect of
the Insurer Issuer Secured Obligations.

                  "NOTE" means a Class A-1 Note, a Class A-2 Note, a Class A-3
Note or a Class A-4 Note.

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

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


                                       7
<PAGE>

                  "NOTE POLICY" means the insurance policy issued by the
Security Insurer with respect to the Notes, including any endorsements thereto.

                  "NOTE POLICY CLAIM AMOUNT" has the meaning specified in the
Sale and Servicing Agreement.

                  "NOTE REGISTER" and "NOTE REGISTRAR" have the respective
meanings specified in Section 2.4.

                  "NOTICE OF CLAIM" has the meaning specified in the Sale and
Servicing Agreement.

                  "OFFICER'S CERTIFICATE" means a certificate signed by any
Authorized Officer of the Owner Trustee, under the circumstances described in,
and otherwise complying with, the applicable requirements of Section 11.1 and
TIA Section 314, and delivered to the Trustee. Unless otherwise
specified, any reference in this Indenture to an Officer's Certificate shall be
to an Officer's Certificate of any Authorized Officer of the Issuer.

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

                  "OUTSTANDING" means, as of the date of determination, all
Notes theretofore authenticated and delivered under this Indenture except:

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

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

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

PROVIDED, HOWEVER, that Notes which have been paid with proceeds of the Note
Policy shall continue to remain Outstanding for purposes of this Indenture until
the Security Insurer has been paid as subrogee hereunder or reimbursed pursuant
to the Insurance Agreement as evidenced by a written notice from the Security
Insurer delivered to the Trustee, and the Security Insurer shall be deemed to be
the Holder thereof to the extent of any payments thereon made by the Security
Insurer; PROVIDED, FURTHER, that in determining whether the Holders of the
requisite Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent or


                                       8
<PAGE>

waiver hereunder or under any Basic Document, Notes owned by the Issuer, any
other obligor upon the Notes, the Seller or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Responsible Officer of the Trustee either actually knows to be so
owned or has received written notice thereof shall be so disregarded. Notes so
owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Notes and that the pledgee is not the Issuer, any other
obligor upon the Notes, the Seller or any Affiliate of any of the foregoing
Persons.

                  "OUTSTANDING AMOUNT" means the aggregate principal amount of
all Notes, or class of Notes, as applicable, Outstanding at the date of
determination.

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

                  "PREFERENCE CLAIM" has the meaning specified in the Sale and
Servicing Agreement.

                  "PROCEEDING" means any suit in equity, action at law or other
judicial or administrative proceeding.

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

                  "RATING AGENCY CONDITION" means, with respect to any action,
that each Rating Agency shall have been given 10 days (or such shorter period as
shall be acceptable to each Rating Agency) prior notice thereof and that each of
the Rating Agencies shall have notified the Seller, the Servicer, the Security
Insurer, the Trustee, the Owner Trustee and the Issuer in writing that such
action will not result in a reduction or withdrawal of the then current rating
of the Notes.

                  "RECORD DATE" means, with respect to a Distribution Date or
Redemption Date, the close of business on the Business Day immediately preceding
such Distribution Date or Redemption Date.

                  "REDEMPTION DATE" means (a) in the case of a redemption of the
Notes pursuant to Section 10.1(a) or a payment to Noteholders pursuant to
Section 10.1(b), the Distribution Date specified by the Servicer or the Issuer
pursuant to Section 10.1(a) or (b) as applicable.


                                       9

<PAGE>

                  "REDEMPTION PRICE" means (a) in the case of a redemption of
the Notes pursuant to Section 10.1(a), an amount equal to the unpaid principal
amount of the then outstanding principal amount of each class of Notes being
redeemed plus accrued and unpaid interest thereon to but excluding the
Redemption Date, or (b) in the case of a payment made to Noteholders pursuant to
Section 10.1(b), the amount on deposit in the Note Distribution Account, but not
in excess of the amount specified in clause (a) above.

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

                  "SALE AND SERVICING AGREEMENT" means the Sale and Servicing
Agreement dated as of July 12, 2001, among the Issuer, the Seller, the Servicer
and the Trustee as Backup Servicer and Trust Collateral Agent, as the same may
be amended or supplemented from time to time.

                  "SCHEDULED PAYMENTS" has the meaning specified in the Note
Policy.

                  "STATE" means any one of the 50 states of the United States of
America or the District of Columbia.

                  "SWAP AGREEMENT" means the ISDA Master Agreement dated July
10, 2001 between the Issuer and the Swap Provider, including the Schedule
thereto, the Credit Support Annex thereto, the Confirmations relating to each of
the Class A-2 Notes and the Class A-3 Notes, and together with any replacement
swap agreements 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

                  "SWAP PROVIDER" means Deutsche Bank AG, together with any
replacement Swap Provider thereafter approved by the Insurer.

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

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

                  "TRUST ESTATE" means all money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of this Indenture for the benefit


                                       10

<PAGE>

of the Noteholders (including all property and interests Granted to the Trust
Collateral Agent), including all proceeds thereof.

                  "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act
of 1939, as amended and as in force on the date hereof, unless otherwise
specifically provided.

                  "TRUSTEE" means Bank One, NA, a national banking association,
not in its individual capacity but as trustee under this Indenture, or any
successor trustee under this Indenture.

                  "TRUSTEE ISSUER SECURED OBLIGATIONS" means all amounts and
obligations which the Issuer may at any time owe to or on behalf of the Trustee
for the benefit of the Noteholders under this Indenture, the Notes or any Basic
Document.

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

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

                  SECTION 1.2 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
           Trustee.

                  "obligor" on the indenture securities means the Issuer.

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

                  SECTION 1.3  RULES OF CONSTRUCTION.  Unless the context
otherwise requires:

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

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


                                       11

<PAGE>

                           (iii) "or" is not exclusive;

                           (iv) "including" means including without limitation;
                  and

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

                                   ARTICLE II

                                    THE NOTES

                  SECTION 2.1  FORM.  The Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes, in each case together with the
Trustee's certificate of authentication, shall be in substantially the form set
forth in Exhibits A- 1, A- 2, A- 3 and A- 4, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

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

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

                  SECTION 2.2  EXECUTION, AUTHENTICATION AND DELIVERY.  The
Notes shall be executed on behalf of the Issuer by any of its Authorized
Officers. The signature of any such Authorized Officer on the Notes may be
manual or facsimile.

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

                  The Trustee shall, upon receipt of the Note Policy and Issuer
Order, authenticate and deliver Class A-1 Notes for original issue in an
aggregate principal amount of $247,000,000, Class A-2 Notes for original issue
in the aggregate principal amount of $765,000,000, Class A-3 Notes for original
issue in an aggregate principal amount of $200,000,000 and Class A-4 Notes for
original issue in an aggregate principal amount of $638,000,000. The Class A-1
Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any
time may not exceed such amounts except as provided in Section 2.5.

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


                                       12
<PAGE>

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

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

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

                  SECTION 2.4  REGISTRATION; REGISTRATION OF TRANSFER AND
EXCHANGE.  The Issuer shall cause to be kept a register (the "NOTE REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Notes and the registration of transfers of
Notes. The Trustee shall be "NOTE REGISTRAR" for the purpose of registering
Notes and transfers of Notes as herein provided. Upon any resignation of any
Note Registrar, the Issuer shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of Note Registrar.

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

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


                                       13

<PAGE>

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

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

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

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

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

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


                                       14
<PAGE>

                  SECTION 2.5  MUTILATED, DESTROYED, LOST OR STOLEN NOTES.  If
(i) any mutilated Note is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Trustee and the Security Insurer (unless an
Insurer Default shall have occurred and be continuing) such security or
indemnity as may be required by it to hold the Issuer, the Trustee and the
Security Insurer harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Trustee that such Note has been acquired by a bona fide
purchaser, and provided that the requirements of Section 8-405 of the UCC are
met, the Issuer shall execute and upon its request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if
any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
become or within seven days shall be due and payable, or shall have been called
for redemption, instead of issuing a replacement Note, the Issuer may direct the
Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or
payable or upon the Redemption Date without surrender thereof. If, after the
delivery of such replacement Note or payment of a destroyed, lost or stolen Note
pursuant to the proviso to the preceding sentence, a bona fide purchaser of the
original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer, the Trustee and the Security Insurer
shall be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note from
such Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Trustee in connection therewith.

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

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

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

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


                                       15

<PAGE>

                  SECTION 2.7  PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED
INTEREST.

                  (a) The Notes shall accrue interest as provided in the forms
of the Class A-1 Note, the Class A-2 Note, the Class A-3 Note and the Class A-4
Note set forth in Exhibits A-1, A-2, A-3 and A-4, respectively, and such
interest shall be due and payable on each Distribution Date and each Insured
Distribution Date, as specified therein. Any installment of interest or
principal, if any, payable on any Note which is punctually paid or duly provided
for by the Issuer on the applicable Distribution Date or Insured Distribution
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date, by check mailed
first-class, postage prepaid, to such Person's address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.12, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payment will be made by wire transfer in immediately
available funds to the account designated by such nominee and except for the
final installment of principal payable with respect to such Note on a
Distribution Date or Insured Distribution Date or on the Final Scheduled
Distribution Date (and except for the Redemption Price for any Note called for
redemption pursuant to Section 10.1(a)) which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.3.

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

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

                                       16

<PAGE>

record date, the Issuer shall mail to each Noteholder and the Trustee a
notice that states the special record date, the payment date and the amount
of defaulted interest to be paid.

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

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

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

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

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

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


                                       17
<PAGE>

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

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

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

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

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

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


                                       18

<PAGE>

                                   ARTICLE III

                                    COVENANTS

                  SECTION 3.1  PAYMENT OF PRINCIPAL AND INTEREST.  The Issuer
will duly and punctually pay the principal of and interest on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting the
foregoing, the Issuer will cause to be distributed all amounts on deposit in the
Note Distribution Account on a Distribution Date deposited therein pursuant to
the Sale and Servicing Agreement (i) for the benefit of the Class A-l Notes, to
Class A-1 Noteholders, (ii) for the benefit of the Class A-2 Notes, to Class A-2
Noteholders, (iii) for the benefit of the Class A-3 Notes, to Class A-3
Noteholders and (iv) for the benefit of the Class A-4 Notes, to the Class A-4
Noteholders. Amounts properly withheld under the Code by any Person from a
payment to any Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

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

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

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

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

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


                                       19

<PAGE>

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

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

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

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

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


                                       20
<PAGE>

                  SECTION 3.4  EXISTENCE.  Except as otherwise permitted by the
provisions of Section 3.10, the Issuer will keep in full effect its existence,
rights and franchises as a business trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States of America,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

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

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

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

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

                  (iv) enforce any of the Collateral;

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

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

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

                  SECTION 3.6  OPINIONS AS TO TRUST ESTATE.

                  (a) On the Closing Date, the Issuer shall furnish to the
Trustee, the Trust Collateral Agent and the Security Insurer an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording and filing of this Indenture, any
indentures supplemental hereto, and any other requisite documents, and with
respect to the execution and filing of any financing statements and continuation
statements, as


                                       21

<PAGE>

are necessary to perfect and make effective the first priority lien and security
interest in favor of the Trust Collateral Agent, for the benefit of the Issuer
Secured Parties, created by this Indenture and reciting the details of such
action, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and security interest effective.

                  (b) Within 120 days after the beginning of each calendar year,
beginning with the first calendar year beginning more than six months after the
Closing Date, the Issuer shall furnish to the Trustee, Trust Collateral Agent
and the Security Insurer an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements as
are necessary to maintain the lien and security interest created by this
Indenture and reciting the details of such action or stating that in the opinion
of such counsel no such action is necessary to maintain such lien and security
interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and the execution and filing of any financing
statements and continuation statements that will, in the opinion of such
counsel, be required to maintain the lien and security interest of this
Indenture until January 30 in the following calendar year.

                  SECTION 3.7  PERFORMANCE OF OBLIGATIONS; SERVICING OF
RECEIVABLES.

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

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

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


                                       22

<PAGE>

                  (d) If a responsible officer of the Owner Trustee shall have
actual knowledge of the occurrence of a Servicer Termination Event under the
Sale and Servicing Agreement, the Issuer shall promptly notify the Trustee, the
Security Insurer and the Rating Agencies thereof in accordance with Section
11.4, and shall specify in such notice the action, if any, the Issuer is taking
in respect of such default. If a Servicer Termination Event shall arise from the
failure of the Servicer to perform any of its duties or obligations under the
Sale and Servicing Agreement with respect to the Receivables, the Issuer shall
take all reasonable steps available to it to remedy such failure.

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

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

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

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

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

                  SECTION 3.9 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will
deliver to the Trustee and the Security Insurer, within 120 days after the end
of each fiscal year of the Issuer (commencing with the fiscal year ended
December 31, 2002), and otherwise in


                                       23

<PAGE>

compliance with the requirements of TIA Section 314(a)(4) an Officer's
Certificate stating, as to the Authorized Officer signing such Officer's
Certificate, that

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

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

                  SECTION 3.10  ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN
TERMS.

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

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

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

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

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

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

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


                                       24

<PAGE>

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

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

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

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

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

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

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


                                       25

<PAGE>

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

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

                  SECTION 3.11  SUCCESSOR OR TRANSFEREE.

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

                  (b) Upon a conveyance or transfer of all the assets and
properties of the Issuer pursuant to Section 3.10 (b), AmeriCredit Automobile
Receivables Trust 2001-B will be released from every covenant and agreement of
this Indenture to be observed or performed on the part of the Issuer with
respect to the Notes immediately upon the delivery of written notice to the
Trustee stating that AmeriCredit Automobile Receivables Trust 2001-B is to be so
released.

                  SECTION 3.12  NO OTHER BUSINESS.  The Issuer shall not engage
in any business other than financing, purchasing, owning, selling and managing
the Receivables in the manner contemplated by this Indenture and the Basic
Documents and activities incidental thereto. After the Funding Period, the
Issuer shall not fund the purchase of any additional Receivables.

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

                  SECTION 3.14  SERVICER'S OBLIGATIONS.  The Issuer shall cause
the Servicer to comply with Sections 4.9, 4.10, 4.11 and 5.10 of the Sale and
Servicing Agreement.

                  SECTION 3.15  GUARANTEES, LOANS, ADVANCES AND OTHER
LIABILITIES.  Except as contemplated by the Sale and Servicing Agreement or this
Indenture, the Issuer shall not make


                                       26

<PAGE>

any loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another's payment or performance on any
obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations,
stocks or dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any stock, obligations, assets or securities of, or any
other interest in, or make any capital contribution to, any other Person.

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

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

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

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

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

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


                                       27

<PAGE>

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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

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

                           (A) either

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

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

                           (i) have become due and payable,

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

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

                  and the Issuer, in the case of (i), (ii) or (iii) above, has
                  irrevocably deposited or caused to be irrevocably deposited
                  with the Trust Collateral Agent cash or direct obligations of
                  or obligations guaranteed by the United States of America
                  (which will mature prior to the date such amounts are
                  payable), in trust for such purpose, in an amount sufficient
                  to pay and discharge the entire indebtedness on such Notes not
                  theretofore delivered to the Trustee for cancellation when due
                  to the


                                       28
<PAGE>

                  Final Scheduled Distribution Date or Redemption Date (if Notes
                  shall have been called for redemption pursuant to
                  Section 10.1(a)), as the case may be;

                           (B) the Issuer has paid or caused to be paid all
                  Insurer Issuer Secured Obligations and all Trustee Issuer
                  Secured Obligations; and

                           (C) the Issuer has delivered to the Trustee, the
                  Trust Collateral Agent and the Security Insurer an Officer's
                  Certificate, an Opinion of Counsel and if required by the TIA,
                  the Trustee, the Trust Collateral Agent or the Security
                  Insurer (so long as an Insurer Default shall not have occurred
                  and be continuing) an Independent Certificate from a firm of
                  certified public accountants, each meeting the applicable
                  requirements of Section 11.1(a) and each stating that all
                  conditions precedent herein provided for relating to the
                  satisfaction and discharge of this Indenture have been
                  complied with.

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

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

                                    ARTICLE V

                                    REMEDIES

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

                  (i) default in the payment of any interest on any Note when
         the same becomes due and payable, and such default shall continue for a
         period of five days (solely for purposes of this clause, (x) a payment
         due on a Distribution Date shall not be considered "due" until the
         immediately following Insured Distribution Date and (y) a payment on
         the Notes funded by the Security Insurer or the Collateral Agent
         pursuant to the Spread Account Agreement shall be deemed to be a
         payment made by the Issuer); or


                                       29

<PAGE>

                  (ii) default in the payment of the principal of or any
         installment of the principal of any Note when the same becomes due and
         payable (solely for purposes of this clause, (x) a payment due on a
         Distribution Date shall not be considered "due" until the immediately
         following Insured Distribution Date and (y) a payment on the Notes
         funded by the Security Insurer or the Collateral Agent pursuant to the
         Spread Account Agreement, shall be deemed to be a payment made by the
         Issuer); or

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

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

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

                  (vi) so long as an Insurer Default shall have occurred and be
         continuing, the commencement by the Issuer of a voluntary case under
         any applicable federal or State bankruptcy, insolvency or other similar
         law now or hereafter in effect, or the consent by


                                       30
<PAGE>

          the Issuer to the entry of an order for relief in an involuntary case
          under any such law, or the consent by the Issuer to the appointment or
          taking possession by a receiver, liquidator, assignee, custodian,
          trustee, sequestrator or similar official of the Issuer or for any
          substantial part of the Trust Estate, or the making by the Issuer of
          any general assignment for the benefit of creditors, or the failure by
          the Issuer generally to pay its debts as such debts become due, or the
          taking of action by the Issuer in furtherance of any of the foregoing.

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

                  SECTION 5.2  RIGHTS UPON EVENT OF DEFAULT.

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

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

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

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

                  (c) If an Insurer Default shall have occurred and be
continuing and an Event of Default shall have occurred and be continuing, the
Trustee in its discretion may, or if so requested in writing by Holders holding
Notes representing not less than a majority of the Outstanding Amount of the
Notes, declare by written notice to the Issuer that the Notes become, whereupon
they shall become, immediately due and payable at par, together with accrued
interest thereon.

                  (d) If an Insurer Default shall have occurred and be
continuing, then at any time after such declaration of acceleration of maturity
has been made and before a judgment or


                                       31

<PAGE>

decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article V provided, the Noteholders representing a majority
of the Outstanding Amount of the Notes, by written notice to the Issuer and the
Trustee, may rescind and annul such declaration and its consequences if:

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

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

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

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

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

                  SECTION 5.3  COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.

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

                  (b) Each Issuer Secured Party hereby irrevocably and
unconditionally appoints the Controlling Party as the true and lawful
attorney-in-fact of such Issuer Secured Party for so long as such Issuer Secured
Party is not the Controlling Party, with full power of substitution, to execute,
acknowledge and deliver any notice, document, certificate, paper, pleading or
instrument and to do in the name of the Controlling Party as well as in the
name, place and stead of such Issuer Secured Party such acts, things and deeds
for or on behalf of and in the name of such Issuer Secured Party under this
Indenture (including specifically under Section 5.4) and under the Basic
Documents which such Issuer Secured Party could or might do or which may be
necessary, desirable or convenient in such Controlling Party's sole discretion
to effect the purposes contemplated hereunder and under the Basic Documents and,
without limitation, following the occurrence of an Event of Default, exercise
full right, power and


                                       32

<PAGE>

authority to take, or defer from taking, any and all acts with respect to the
administration, maintenance or disposition of the Trust Estate.

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

                  (d) Notwithstanding anything to the contrary contained in this
Indenture (including, without limitation, Sections 5.4(a), 5.12, 5.13 and 5.17)
and regardless of whether an Insurer Default shall have occurred and be
continuing, if the Issuer fails to perform its obligations under Section 10.1(b)
hereof when and as due, the Trustee may in its discretion (and without the
consent of the Controlling Party) proceed to protect and enforce its rights and
the rights of the Noteholders by such appropriate proceedings as the Trustee
shall deem most effective to protect and enforce any such rights, whether for
specific performance of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy
or legal or equitable right vested in the Trustee by this Indenture or by law;
provided that the Trustee shall only be entitled to take any such actions
without the consent of the Controlling Party to the extent such actions (x) are
taken only to enforce the Issuer's obligations to redeem the principal amount of
Notes and (y) are taken only against the portion of the Collateral, if any,
consisting of the Pre-Funding Account, the Capitalized Interest Account, any
investments therein and any proceeds thereof.

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

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

                                       33
<PAGE>

         predecessor Trustee, except as a result of negligence, bad faith or
         willful misconduct) and of the Noteholders allowed in such proceedings;

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

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

                  (iv) to file such proofs of claim and other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Trustee or the Noteholders allowed in any judicial proceedings
         relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of payments directly to such Noteholders, to pay to the Trustee such
amounts as shall be sufficient to cover reasonable compensation to the Trustee,
each predecessor Trustee and their respective agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee except as a result of negligence or bad
faith.

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

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

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

                  SECTION 5.4  REMEDIES.

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


                                       34
<PAGE>

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

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

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

                  (iv) direct the Trust Collateral Agent to sell the Trust
         Estate or any portion thereof or rights or interest therein, at one or
         more public or private sales called and conducted in any manner
         permitted by law; PROVIDED, HOWEVER, that

                           (A) if the Security Insurer is the Controlling Party,
                  the Security Insurer may not sell or otherwise liquidate the
                  Trust Estate following an Insurance Agreement Indenture Cross
                  Default unless

                                    (I) such Insurance Agreement Indenture Cross
                           Default arises from a claim being made on the Note
                           Policy or from the insolvency of the Trust or the
                           Seller, or

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

                           (B) if the Trustee is the Controlling  Party, the
                  Trustee may not sell or otherwise liquidate the Trust Estate
                  following an Event of Default unless

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

                                    (II) either

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

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

                                            (z) the Trustee determines that the
                                    Trust Estate will not continue to provide
                                    sufficient funds for the payment of
                                    principal of and interest on the Notes as
                                    they would have become due if the Notes had
                                    not been declared due and payable, and the
                                    Trustee provides prior written notice to the
                                    Rating Agencies and obtains


                                       35

<PAGE>

                                    the consent of Holders of 66-2/3% of the
                                    Outstanding Amount of the Notes.

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

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

                  SECTION 5.6  PRIORITIES.

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

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

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

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


                                       36

<PAGE>

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

                  FIFTH: to the Collateral Agent to be applied as provided in
        the Spread Account Agreement;

PROVIDED that any amounts collected from the Pre-Funding Account or the
Capitalized Interest Account shall be paid, first, for amounts due and unpaid on
the Notes for principal for distribution to Noteholders in accordance with
Section 10.1(b) and, second, in accordance with priorities FIRST through FIFTH
above.

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

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

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

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

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

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

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

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

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


                                       37

<PAGE>

                  In the event the Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing less than a majority of the Outstanding Amount of the Notes, the
Trustee in its sole discretion may determine what action, if any, shall be
taken, notwithstanding any other provisions of this Indenture.

                  SECTION 5.8  UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE
PRINCIPAL AND INTEREST.  Notwithstanding any other provisions in this Indenture,
the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
such Note on or after the respective due dates thereof expressed in such Note or
in this Indenture (or, in the case of redemption, on or after the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.

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

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

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

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

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


                                       38

<PAGE>

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

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

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

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

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

                  Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

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


                                       39

<PAGE>

dates expressed in such Note and in this Indenture (or, in the case of
redemption, on or after the Redemption Date).

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

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

                  SECTION 5.17  PERFORMANCE AND ENFORCEMENT OF CERTAIN
OBLIGATIONS.

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

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


                                       40
<PAGE>

                                   ARTICLE VI

                   THE TRUSTEE AND THE TRUST COLLATERAL AGENT

                  SECTION 6.1  DUTIES OF TRUSTEE.

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

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

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

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

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

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

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

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

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

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

                  (f) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that


                                       41

<PAGE>

repayment of such funds or indemnity reasonably satisfactory to it against such
risk or liability is not assured to it.

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

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

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

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

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

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

                  SECTION 6.2  RIGHTS OF TRUSTEE.

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


                                       42

<PAGE>

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

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

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

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

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

                  (g) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by the Security
Insurer (so long as no Insurer Default shall have occurred and be continuing) or
(if an Insurer Default shall have occurred and be continuing) by the Noteholders
evidencing not less than 25% of the Outstanding Amount thereof; PROVIDED,
HOWEVER, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture or the
Sale and Servicing Agreement, the Trustee may require reasonable indemnity
against such cost, expense or liability as a condition to so proceeding; the
reasonable expense of every such examination shall be paid by the Person making
such request, or, if paid by the Trustee, shall be reimbursed by the Person
making such request upon demand.

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


                                       43

<PAGE>

Registrar, the rights and protections afforded to the Trustee shall be
afforded to the Note Paying Agent and Note Registrar.

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

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

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

                  SECTION 6.6  REPORTS BY TRUSTEE TO HOLDERS.  The Trustee shall
deliver to each Noteholder such information as may be reasonably required to
enable such Holder to prepare its federal and State income tax returns.

                  SECTION 6.7  COMPENSATION AND INDEMNITY.

                  (a) Pursuant to Section 5.7(b) of the Sale and Servicing
Agreement, the Issuer shall, or shall cause the Servicer to, pay to the Trustee
from time to time compensation for its services. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall cause the Servicer to reimburse the Trustee and the
Trust Collateral Agent for all reasonable out-of-pocket expenses incurred or
made by it, including costs of collection, in addition to the compensation for
its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's, the Backup Servicer's,
the Collateral Agent's and the Trust Collateral Agent's agents, counsel,
accountants and experts. The Issuer shall cause the Servicer to indemnify the
Trustee, the Trust Collateral Agent and their respective officers, directors,
employees and agents against any and all loss, liability or expense (including
attorneys' fees and expenses) incurred by each of them in connection with the
acceptance or the administration of this Trust and the performance of its duties
hereunder. The Trustee, Trust Collateral Agent, the Collateral Agent or the
Backup Servicer shall notify the Issuer and the Servicer promptly of any claim
for which it may seek indemnity. Failure by the Trustee or Trust Collateral
Agent to so notify the Issuer and the Servicer shall not relieve the Issuer of
its obligations hereunder or the Servicer of its obligations under Article XI of
the Sale and Servicing Agreement. The Issuer shall cause the Servicer to


                                       44
<PAGE>

defend the claim, and the Trustee, Trust Collateral Agent, the Collateral Agent
or the Backup Servicer may have separate counsel and the Issuer shall cause the
Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor
the Servicer need reimburse any expense or indemnify against any loss, liability
or expense incurred by the Trustee or Trust Collateral Agent through the
Trustee's or Trust Collateral Agent's own willful misconduct, negligence or bad
faith.

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

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

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

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

                  (iii) an involuntary case under the federal bankruptcy laws,
         as now or hereafter in effect, or another present or future federal or
         state bankruptcy, insolvency or similar law is commenced with respect
         to the Trustee and such case is not dismissed within 60 days;

                  (iv) the Trustee commences a voluntary case under any federal
         or state banking or bankruptcy laws, as now or hereafter constituted,
         or any other applicable federal or state bankruptcy, insolvency or
         other similar law, or consents to the appointment of or taking
         possession by a receiver, liquidator, assignee, custodian, trustee,
         conservator, sequestrator (or other similar official) for the Trustee
         or for any substantial part of the Trustee's property, or makes any
         assignment for the benefit of creditors or fails


                                       45

<PAGE>

         generally to pay its debts as such debts become due or takes any
         corporate action in furtherance of any of the foregoing; or

                  (v) the Trustee otherwise becomes incapable of acting.

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

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

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

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

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

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

                  SECTION 6.9  SUCCESSOR TRUSTEE BY MERGER.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee. The Trustee shall provide the Rating
Agencies prior written notice of any such transaction.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the


                                       46

<PAGE>

Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Trustee shall have.

                  SECTION 6.10  APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

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

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

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

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

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

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


                                       47
<PAGE>

therein, subject to all the provisions of this Indenture, specifically including
every provision of this Indenture relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee.

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

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

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

                  SECTION 6.12  PREFERENTIAL COLLECTION OF CLAIMS AGAINST
ISSUER. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the
extent indicated.

                  SECTION 6.13  APPOINTMENT AND POWERS.  Subject to the terms
and conditions hereof, each of the Issuer Secured Parties hereby appoints Bank
One, NA as the Trust Collateral Agent with respect to the Collateral, and Bank
One, NA hereby accepts such appointment and agrees to act as Trust Collateral
Agent with respect to the Indenture Collateral for the Issuer Secured Parties,
to maintain custody and possession of such Indenture Collateral (except as
otherwise provided hereunder) and to perform the other duties of the Trust
Collateral Agent in accordance with the provisions of this Indenture and the
other Basic Documents. Each Issuer Secured Party hereby authorizes the Trust
Collateral Agent to take such action on its behalf, and to exercise such rights,
remedies, powers and privileges hereunder, as the Controlling Party may direct
and as are specifically authorized to be exercised by the Trust Collateral Agent
by the terms hereof, together with such actions, rights, remedies, powers and
privileges as are reasonably incidental thereto, including, but not limited to,
the execution of any powers of attorney. The Trust Collateral Agent shall act
upon and in compliance with the written instructions of the Controlling Party
delivered pursuant to this Indenture promptly following receipt of such written
instructions; provided that the Trust Collateral Agent shall not act in
accordance with any instructions (i) which are not authorized by, or in
violation of the provisions of, this Indenture, (ii) which are in violation of
any applicable law, rule or regulation or (iii) for


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<PAGE>

which the Trust Collateral Agent has not received reasonable indemnity. Receipt
of such instructions shall not be a condition to the exercise by the Trust
Collateral Agent of its express duties hereunder, except where this Indenture
provides that the Trust Collateral Agent is permitted to act only following and
in accordance with such instructions.

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

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

                  SECTION 6.16  RELIANCE UPON DOCUMENTS.  In the absence of
negligence, bad faith or willful misconduct on its part, the Trust Collateral
Agent shall be entitled to conclusively rely on any communication, instrument,
paper or other document reasonably believed by it to be


                                       49
<PAGE>

genuine and correct and to have been signed or sent by the proper Person or
Persons and shall have no liability in acting, or omitting to act, where such
action or omission to act is in reasonable reliance upon any statement or
opinion contained in any such document or instrument.

                  SECTION 6.17  SUCCESSOR TRUST COLLATERAL AGENT.

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

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

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

                  (d) ACCEPTANCE BY SUCCESSOR. The Controlling Party shall have
the sole right to appoint each successor Trust Collateral Agent. Every temporary
or permanent successor Trust Collateral Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Trustee, each Issuer
Secured Party and the Issuer an instrument in writing accepting such appointment
hereunder and the relevant predecessor shall execute, acknowledge and deliver
such other documents and instruments as will effectuate the delivery of all
Indenture Collateral to the successor Trust Collateral Agent, whereupon such
successor, without any further act, deed or conveyance, shall become fully
vested with all the estates, properties, rights, powers, duties and obligations
of its predecessor. Such predecessor shall, nevertheless, on the written request
of


                                       50

<PAGE>

either Issuer Secured Party or the Issuer, execute and deliver an instrument
transferring to such successor all the estates, properties, rights and powers of
such predecessor hereunder. In the event that any instrument in writing from the
Issuer or an Issuer Secured Party is reasonably required by a successor Trust
Collateral Agent to more fully and certainly vest in such successor the estates,
properties, rights, powers, duties and obligations vested or intended to be
vested hereunder in the Trust Collateral Agent, any and all such written
instruments shall, at the request of the temporary or permanent successor Trust
Collateral Agent, be forthwith executed, acknowledged and delivered by the
Trustee or the Issuer, as the case may be. The designation of any successor
Trust Collateral Agent and the instrument or instruments removing any Trust
Collateral Agent and appointing a successor hereunder, together with all other
instruments provided for herein, shall be maintained with the records relating
to the Indenture Collateral and, to the extent required by applicable law, filed
or recorded by the successor Trust Collateral Agent in each place where such
filing or recording is necessary to effect the transfer of the Indenture
Collateral to the successor Trust Collateral Agent or to protect or continue the
perfection of the security interests granted hereunder.

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

                  SECTION 6.19  REPRESENTATIONS AND WARRANTIES OF THE TRUST
COLLATERAL AGENT.  The Trust Collateral Agent represents and warrants to the
Issuer and to each Issuer Secured Party as follows:

                  (a) DUE ORGANIZATION. The Trust Collateral Agent is a national
banking association and is duly authorized and licensed under applicable law to
conduct its business as presently conducted.

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

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

                  (d) VALID AND BINDING INDENTURE. The Trust Collateral Agent
has duly executed and delivered this Indenture and each other Basic Document to
which it is a party, and each of this Indenture and each such other Basic
Document constitutes the legal, valid and binding obligation of the Trust
Collateral Agent, enforceable against the Trust Collateral Agent in accordance
with its terms, except as (i) such enforceability may be limited by bankruptcy,
insolvency, reorganization and similar laws relating to or affecting the
enforcement of creditors'


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<PAGE>

rights generally and (ii) the availability of equitable remedies may be limited
by equitable principles of general applicability.

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

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

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

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

                  SECTION 7.2  PRESERVATION OF INFORMATION; COMMUNICATIONS TO
NOTEHOLDERS.

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

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

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


                                       52

<PAGE>

                  SECTION 7.3  REPORTS BY ISSUER.

                  (a) The Issuer shall:

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

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

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

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

                  SECTION 7.4  REPORTS BY TRUSTEE.  If required by TIA
Section 313(a), within 60 days after each May 31, beginning with May 31,
2002, the Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Trustee also shall comply with TIA Section 313(b).

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

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

                  SECTION 8.1  COLLECTION OF MONEY.  Except as otherwise
expressly provided herein, the Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Trust Collateral Agent pursuant to this Indenture and the
Sale and Servicing Agreement. The Trustee shall apply all such money received by
it, or cause the Trust Collateral Agent to apply all money received by it as
provided in this Indenture and the Sale and Servicing Agreement. Except as
otherwise expressly provided in this Indenture or in the Sale and Servicing
Agreement, if any default occurs in the making of any payment or performance
under any agreement or instrument that is part of the Trust Estate, the Trustee
may


                                       53

<PAGE>

take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings. Any such action shall be without prejudice to any right to claim a
Default or Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.

                  SECTION 8.2  RELEASE OF TRUST ESTATE.

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

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

                  SECTION 8.3 OPINION OF COUNSEL. The Trust Collateral Agent
shall receive at least seven days' notice when requested by the Issuer to take
any action pursuant to Section 8.2(a), accompanied by copies of any instruments
involved, and the Trustee shall also require as a condition to such action, an
Opinion of Counsel in form and substance satisfactory to the Trustee, stating
the legal effect of any such action, outlining the steps required to complete
the same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; PROVIDED, HOWEVER, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Trust Estate. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Trustee in connection with any such action.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

                  SECTION 9.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
NOTEHOLDERS.

                  (a) Without the consent of the Holders of any Notes but with
the consent of the Security Insurer (unless an Insurer Default shall have
occurred and be continuing) and with prior notice to the Rating Agencies by the
Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when authorized
by an Issuer Order, at any time and from time to time, may enter into


                                       54
<PAGE>

one or more indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as in force at the date of the execution
thereof), in form satisfactory to the Trustee, for any of the following
purposes:

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

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

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

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

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

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

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

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

                  (b) The Issuer and the Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but with
prior notice to the Rating Agencies by the Issuer, as evidenced to the Trustee,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Noteholder.


                                       55

<PAGE>

                  SECTION 9.2  SUPPLEMENTAL INDENTURES WITH CONSENT OF
NOTEHOLDERS.  The Issuer and the Trustee, when authorized by an Issuer Order,
also may, with prior notice to the Rating Agencies, with the consent of the
Security Insurer (unless an Insurer Default shall have occurred and be
continuing) and with the consent of the Holders of not less than a majority of
the outstanding Amount of the Notes, by Act of such Holders delivered to the
Issuer and the Trustee, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; PROVIDED,
HOWEVER, that, subject to the express rights of the Security Insurer under the
Basic Documents, no such supplemental indenture shall, without the consent of
the Holder of each Outstanding Note affected thereby:

                  (i) change the date of payment of any installment of principal
         of or interest on any Note, or reduce the principal amount thereof, the
         interest rate thereon or the Redemption Price with respect thereto,
         change the provision of this Indenture relating to the application of
         collections on, or the proceeds of the sale of, the Trust Estate to
         payment of principal of or interest on the Notes, or change any place
         of payment where, or the coin or currency in which, any Note or the
         interest thereon is payable, provided, that any change necessitated by
         the assumption by the Backup Servicer or other successor Servicer to
         the duties of AmeriCredit Financial Services, Inc., as Servicer, which
         results in the Distribution Date becoming the same date as the Insured
         Distribution Date shall not be considered an event which requires the
         consent of the Trustee, the Security Insurer or any Noteholder;

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

                  (iii) reduce the percentage of the Outstanding Amount of the
         Notes, the consent of the Holders of which is required for any such
         supplemental indenture, or the consent of the Holders of which is
         required for any waiver of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences provided
         for in this Indenture;

                  (iv) modify or alter the provisions of the proviso to the
         definition  of  the  term "OUTSTANDING";

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

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


                                       56

<PAGE>

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

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

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

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

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

                  SECTION 9.3  EXECUTION OF SUPPLEMENTAL INDENTURES.  In
executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the amendments or modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise.

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


                                       57

<PAGE>

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

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

                                    ARTICLE X

                               REDEMPTION OF NOTES

                  SECTION 10.1  REDEMPTION.

                  (a) The Notes are subject to redemption in whole, but not in
part, at the direction of the Servicer or the Seller pursuant to Section 10.1(a)
of the Sale and Servicing Agreement, on any Distribution Date on which the
Servicer or Seller exercises its option to purchase the Trust Estate pursuant to
said Section 10.1(a), for a purchase price equal to the Redemption Price;
PROVIDED, HOWEVER, that the Issuer has available funds sufficient to pay the
Redemption Price. The Servicer or the Issuer shall furnish the Security Insurer
and the Rating Agencies notice of such redemption. If the Notes are to be
redeemed pursuant to this Section 10.1(a), the Servicer or the Issuer shall
furnish notice of such election to the Trustee not later than 35 days prior to
the Redemption Date and the Issuer shall deposit with the Trustee in the Note
Distribution Account the Redemption Price of the Notes to be redeemed whereupon
all such Notes shall be due and payable on the Redemption Date upon the
furnishing of a notice complying with Section 10.2 to each Holder of Notes.

                  (b) In the event that on the Distribution Date on which the
Funding Period ends (or on the Distribution Date on or immediately following the
last day of the Funding Period, if the Funding Period does not end on a
Distribution Date), the Pre-Funded Amount after giving effect to the purchase of
all Subsequent Receivables, including any such purchase on such Redemption Date,
the Notes will be redeemed in part, on a pro rata basis, in an aggregate
principal amount equal to the Class A-1 Prepayment Amount, the Class A-2
Prepayment Amount, the Class A-3 Prepayment Amount and the Class A-4 Prepayment
Amount.

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


                                       58

<PAGE>

                  SECTION 10.2  FORM OF REDEMPTION NOTICE.

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

                  All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

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

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

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

                  (b) Prior notice of redemption under Section 10.1(b) is not
required to be given to Noteholders.

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

                                   ARTICLE XI

                                  MISCELLANEOUS

                  SECTION 11.1  COMPLIANCE CERTIFICATES AND OPINIONS, ETC.  Upon
any application or request by the Issuer to the Trustee or the Trust Collateral
Agent to take any action under any provision of this Indenture, the Issuer shall
furnish to the Trustee or the Trust Collateral Agent, as the case may be, and to
the Security Insurer if the application or request is made to the Trust
Collateral Agent (i) an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an


                                       59

<PAGE>

Independent Certificate from a firm of certified public accountants meeting the
applicable requirements of this Section, except that, in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

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

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

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

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

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

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

                  (ii) Whenever the Issuer is required to furnish to the Trust
         Collateral Agent and the Security Insurer an Officer's Certificate
         certifying or stating the opinion of any signer thereof as to the
         matters described in clause (i) above, the Issuer shall also deliver to
         the Trust Collateral Agent and the Security Insurer an Independent
         Certificate as to the same matters, if the fair value to the Issuer of
         the securities to be so deposited and of all other such securities made
         the basis of any such withdrawal or release since the commencement of
         the then-current fiscal year of the Issuer, as set forth in the
         certificates delivered pursuant to clause (i) above and this clause
         (ii), is 10% or more of the Outstanding Amount of the Notes, but such a
         certificate need not be furnished with respect to any securities so
         deposited, if the fair value thereof to the Issuer as set forth in the
         related Officer's Certificate is less than $25,000 or less than 1%
         percent of the Outstanding Amount of the Notes.

                  (iii) Other than with respect to the release of any Purchased
         Receivables or Liquidated Receivables, whenever any property or
         securities are to be released from the lien of this Indenture, the
         Issuer shall also furnish to the Trust Collateral Agent and the


                                       60

<PAGE>

         Security Insurer an Officer's Certificate certifying or stating the
         opinion of each person signing such certificate as to the fair value
         (within 90 days of such release) of the property or securities proposed
         to be released and stating that in the opinion of such person the
         proposed release will not impair the security under this Indenture in
         contravention of the provisions hereof.

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

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

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

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

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


                                       61
<PAGE>

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

                  SECTION 11.3  ACTS OF NOTEHOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Trustee, and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Trustee and the Issuer, if made in the manner provided in this
Section.

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

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

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

                  SECTION 11.4  NOTICES, ETC., TO TRUSTEE, ISSUER AND RATING
AGENCIES.  Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to or filed with:

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

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


                                       62

<PAGE>

the Issuer addressed to: AmeriCredit Automobile Receivables Trust 2001-B, in
care of Bankers Trust (Delaware), E.A. Delle Donne Corporate Center, Montgomery
Building, 1011 Centre Road, Suite 200, Wilmington, Delaware 19805, with a copy
to Bankers Trust Company, 4 Albany Street, New York, New York 10006, Attention:
Corporate Trust Administration, or at any other address previously furnished in
writing to the Trustee by Issuer. The Issuer shall promptly transmit any notice
received by it from the Noteholders to the Trustee.

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

                  To the Security Insurer:  Financial Security Assurance Inc.
                                            350 Park Avenue
                                            New York, NY 10022
                                            Attention: Transaction Oversight
                                                       Department

                                            Telex No.: (212) 688-3101
                                            Confirmation: (212) 826-0100
                                            Telecopy Nos.: (212) 339-3518 or
                                                           (212) 339-3529

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

                  Notices required to be given to the Rating Agencies by the
Issuer, the Trustee or the Owner Trustee shall be in writing, personally
delivered, delivered by overnight courier or mailed certified mail, return
receipt requested to (i) in the case of Moody's, at the following address:
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
(ii) in the case of Standard & Poor's, at the following address: Standard &
Poor's, A Division of The McGraw-Hill Companies, Inc., 55 Water Street, 40th
Floor, New York, New York 10041, Attention of Asset Backed Surveillance
Department and (iii) in the case of Fitch, at the following address: Fitch,
Inc., One State Street Plaza, New York, New York 10004; or as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.

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


                                       63
<PAGE>

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

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

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

                  SECTION 11.6  [RESERVED]

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

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

                  SECTION 11.8  EFFECT OF HEADINGS AND TABLE OF CONTENTS.  The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 11.9  SUCCESSORS AND ASSIGNS.  All covenants and
agreements in this Indenture and the Notes by the Issuer shall bind its
successors and assigns, whether so expressed or not. All agreements of the
Trustee in this Indenture shall bind its successors. All agreements of the Trust
Collateral Agent in this Indenture shall bind its successors.

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

                  SECTION 11.11  BENEFITS OF INDENTURE.  The Security Insurer
and its successors and assigns shall be a third-party beneficiary to the
provisions of this Indenture, and shall be entitled to rely upon and directly to
enforce such provisions of this Indenture so long as no Insurer Default shall
have occurred and be continuing. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, the Swap Provider, and the Noteholders, and any
other party secured hereunder, and any other person with an Ownership interest
in any part of the Trust Estate, any benefit or any


                                       64
<PAGE>

legal or equitable right, remedy or claim under this Indenture. The Security
Insurer may disclaim any of its rights and powers under this Indenture (in which
case the Trustee may exercise such right or power hereunder), but not its duties
and obligations under the Note Policy, upon delivery of a written notice to the
Trustee.

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

                  SECTION 11.13  GOVERNING LAW.  THIS INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

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

                  SECTION 11.15  RECORDING OF INDENTURE.  If this Indenture is
subject to recording in any appropriate public recording offices, such recording
is to be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Trustee or any other counsel reasonably
acceptable to the Trustee and the Security Insurer) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
person secured hereunder or for the enforcement of any right or remedy granted
to the Trustee or the Trust Collateral Agent under this Indenture or the
Collateral Agent under the Spread Account Agreement.

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


                                       65
<PAGE>

entitled to the benefits of, the terms and provisions of Article VI, VII and
VIII of the Trust Agreement.

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

                  SECTION 11.18 INSPECTION. The Issuer agrees that, on
reasonable prior notice, it will permit any representative of the Trustee or of
the Security Insurer, during the Issuer's normal business hours, to examine all
the books of account, records, reports, and other papers of the Issuer, to make
copies and extracts therefrom, to cause such books to be audited by independent
certified public accountants, and to discuss the Issuer's affairs, finances and
accounts with the Issuer's officers, employees, and independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. Notwithstanding anything herein to the contrary, the foregoing shall
not be construed to prohibit (i) disclosure of any and all information that is
or becomes publicly known, (ii) disclosure of any and all information (A) if
required to do so by any applicable statute, law, rule or regulation, (B) to any
government agency or regulatory body having or claiming authority to regulate or
oversee any respects of the Trustee's business or that of its affiliates, (C)
pursuant to any subpoena, civil investigative demand or similar demand or
request of any court, regulatory authority, arbitrator or arbitration to which
the Trustee or an affiliate or an officer, director, employer or shareholder
thereof is a party, (D) in any preliminary or final offering circular,
registration statement or contract or other document pertaining to the
transactions contemplated by the Indenture approved in advance by the Servicer
or the Issuer or (E) to any independent or internal auditor, agent, employee or
attorney of the Trustee having a need to know the same, provided that the
Trustee advises such recipient of the confidential nature of the information
being disclosed, or (iii) any other disclosure authorized by the Servicer or the
Issuer.

                            [SIGNATURE PAGE FOLLOWS]



                                       66

<PAGE>

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

                                          AMERICREDIT AUTOMOBILE RECEIVABLES
                                          TRUST 2001-B,

                                          By: BANKERS TRUST (DELAWARE), not in
                                              its individual capacity but solely
                                              as Owner Trustee


                                          By:    /s/ LOUIS BODI
                                              ----------------------------------
                                               Name:  Louis Bodi
                                               Title:   Vice President


                                          BANK ONE, NA, not in its individual
                                          capacity but solely as Trustee and
                                          Trust Collateral Agent


                                          By:   /s/ JOHN J. ROTHROCK
                                             -----------------------------------
                                               Name:  John J. Rothrock
                                               Title:  Authorized Signer


















                                   [Indenture]



<PAGE>

                                                                     EXHIBIT A-1


REGISTERED                                                 $247,000,000

No. RB-A-1

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                           CUSIP NO. 03061N EB 1

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

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

                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-B

                        CLASS A-1 3.76% ASSET BACKED NOTE

                  AmeriCredit Automobile Receivables Trust 2001-B, a business
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "ISSUER"), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of TWO HUNDRED AND FORTY-SEVEN
MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is
$247,000,000 and the denominator of which is $247,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A-1 Notes pursuant to the Indenture; PROVIDED, HOWEVER,
that the entire unpaid principal amount of this Note shall be due and payable on
the August 6, 2002 Insured Distribution Date (the "FINAL SCHEDULED DISTRIBUTION
DATE"). The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or made
available for payment. Interest on this Note will accrue for each Distribution
Date from the most recent Distribution Date on which interest has been paid to
but excluding such Distribution Date or, if no interest has yet been paid, from
July 19, 2001. Interest will be computed on the basis of a 360-day year and the
actual number of days in the related Interest Period. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

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


<PAGE>

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

                  The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "NOTE POLICY") issued by Financial Security Assurance Inc.
(the "SECURITY INSURER"), pursuant to which the Security Insurer has
unconditionally guaranteed payments of the Noteholders' Interest Distributable
Amount and the Noteholders' Principal Distributable Amount with respect to each
Distribution Date will be paid on or prior to the related Insured Distribution
Date, all as more fully set forth in the Indenture and the related Sale and
Servicing Agreement. The Security Insurer will also make payment of any unpaid
principal and interest due on the Class A-1 Notes on their Final Scheduled
Distribution Date. The Record Date applicable to any Insured Distribution Date
is the Record Date applicable to the related Distribution Date.

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

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


                                      A-1-2
<PAGE>

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

                                          AMERICREDIT AUTOMOBILE RECEIVABLES
                                          TRUST 2001-B


                                          By: BANKERS TRUST (DELAWARE), not in
                                              its individual capacity but solely
                                              as Owner Trustee under the Trust
                                              Agreement


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:




                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Date:  July 19, 2001                      BANK ONE, NA, not in its individual
                                          capacity but solely as Trustee




                                          By:
                                             -----------------------------------
                                             Authorized Signer





<PAGE>

                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 3.76% Asset Backed Notes (herein called the
"CLASS A-1 NOTES"), all issued under an Indenture dated as of July 12, 2001
(such indenture, as supplemented or amended, is herein called the "INDENTURE"),
between the Issuer and Bank One, NA, as trustee (the "TRUSTEE", which term
includes any successor Trustee under the Indenture) and as trust collateral
agent (the "TRUST COLLATERAL AGENT"), which term includes any successor Trust
Collateral Agent) to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

                  Principal of the Class A-1 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "DISTRIBUTION DATE"
means the sixth day of each month, or, if any such date is not a Business Day,
the next succeeding Business Day, commencing August 6, 2001. The term
"DISTRIBUTION DATE," shall be deemed to include the Final Scheduled Distribution
Date.

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

                  Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any


<PAGE>

one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
prior to such Distribution Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Trustee's
principal Corporate Trust Office or at the office of the Trustee's agent
appointed for such purposes located in New York, New York.

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

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

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


                                     A-1-5

<PAGE>

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

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

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

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

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

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

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

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Bankers
Trust (Delaware) in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications


                                     A-1-6
<PAGE>

contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Owner Trustee
for the sole purposes of binding the interests of the Owner Trustee in the
assets of the Issuer. The Holder of this Note by the acceptance hereof agrees
that except as expressly provided in the Indenture or the Basic Documents, in
the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
PROVIDED, HOWEVER, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.


                                     A-1-7
<PAGE>

                                   ASSIGNMENT

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

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
               --------------------------------
                          (name and address of assignee)

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


Dated                                  (1)
     ---------------------------------      ------------------------------------
                                            Signature Guaranteed:


     ---------------------------------      ------------------------------------















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


<PAGE>

                                                                     EXHIBIT A-2


REGISTERED                                                   $765,000,000

No. RB-A-2

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                           CUSIP NO. 03061N EC 9

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

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

                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-B

                    CLASS A-2 FLOATING RATE ASSET BACKED NOTE

                  AmeriCredit Automobile Receivables Trust 2001-B, a business
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "ISSUER"), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of SEVEN HUNDRED SIXTY-FIVE
MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is
$765,000,000 and the denominator of which is $765,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A-2 Notes pursuant to the Indenture; PROVIDED, HOWEVER,
that the entire unpaid principal amount of this Note shall be due and payable on
the June 13, 2005 Insured Distribution Date (the "FINAL SCHEDULED DISTRIBUTION
DATE"). The Issuer will pay interest on this Note at the floating rate per annum
equal to LIBOR plus 0.11% on each Distribution Date until the principal of this
Note is paid or made available for payment. Interest on this Note will accrue
for each Distribution Date from the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from July 19, 2001. Interest will be computed on the
basis of a 360-day year and the actual number of days in the related Interest
Period. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.


<PAGE>
                  The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.

                  The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "NOTE POLICY") issued by Financial Security Assurance Inc.
(the "SECURITY INSURER"), pursuant to which the Security Insurer has
unconditionally guaranteed payments of the Noteholders' Interest Distributable
Amount and the Noteholders' Principal Distributable Amount with respect to each
Distribution Date will be paid on or prior to the related Insured Distribution
Date, all as more fully set forth in the Indenture and the related Sale and
Servicing Agreement. The Record Date applicable to any Insured Distribution Date
is the Record Date applicable to the related Distribution Date.

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

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


                                      A-2-2
<PAGE>

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

                                           AMERICREDIT AUTOMOBILE RECEIVABLES
                                           TRUST 2001-B


                                           By: BANKERS TRUST (DELAWARE), not in
                                               its individual capacity but
                                               solely as Owner Trustee under the
                                               Trust Agreement


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Date:  July 19, 2001                      BANK ONE, NA, not in its individual
                                          capacity but solely as Trustee




                                          By:
                                              ----------------------------------
                                              Authorized Signer




<PAGE>

                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2 Floating Rate Asset Backed Notes (herein
called the "CLASS A-2 NOTES"), all issued under an Indenture dated as of July
12, 2001 (such indenture, as supplemented or amended, is herein called the
"INDENTURE"), between the Issuer and Bank One, NA, as trustee (the "TRUSTEE",
which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the "TRUST COLLATERAL AGENT"), which term includes any
successor Trust Collateral Agent) to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

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

                  Principal of the Class A-2 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "DISTRIBUTION DATE"
means the sixth day of each month, or, if any such date is not a Business Day,
the next succeeding Business Day, commencing August 6, 2001. The term
"DISTRIBUTION DATE," shall be deemed to include the Final Scheduled Distribution
Date.

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

                  Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any


                                      A-2-4
<PAGE>

one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
prior to such Distribution Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Trustee's
principal Corporate Trust Office or at the office of the Trustee's agent
appointed for such purposes located in New York, New York.

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

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

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


                                      A-2-5
<PAGE>

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

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

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

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

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

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

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

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Bankers
Trust (Delaware) in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications


                                      A-2-6
<PAGE>

contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Owner Trustee
for the sole purposes of binding the interests of the Owner Trustee in the
assets of the Issuer. The Holder of this Note by the acceptance hereof agrees
that except as expressly provided in the Indenture or the Basic Documents, in
the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
PROVIDED, HOWEVER, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.





                                      A-2-7

<PAGE>

                                   ASSIGNMENT

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

                  FOR VALUE RECEIVED, the undersigned  hereby sells, assigns and
transfers unto
               --------------------------------
                          (name and address of assignee)

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


Dated                                  (1)
     ---------------------------------      ------------------------------------
                                            Signature Guaranteed:


     ---------------------------------      ------------------------------------










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


<PAGE>

                                                                     EXHIBIT A-3


REGISTERED                                                  $200,000,000

No. RB-A-3

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                           CUSIP NO. 03061N ED 7

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

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

                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-B

                    CLASS A-3 FLOATING RATE ASSET BACKED NOTE

                  AmeriCredit Automobile Receivables Trust 2001-B, a business
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "ISSUER"), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
payable on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $200,000,000 and the
denominator of which is $200,000,000 by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class
A-3 Notes pursuant to the Indenture; PROVIDED, HOWEVER, that the entire unpaid
principal amount of this Note shall be due and payable on the November 14, 2005
Insured Distribution Date (the "FINAL SCHEDULED DISTRIBUTION DATE"). The Issuer
will pay interest on this Note at the floating rate per annum equal to LIBOR
plus 0.18% on each Distribution Date until the principal of this Note is paid or
made available for payment. Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from July 19, 2001. Interest will be computed on the basis of a
360-day year and the actual number of days in the related Interest Period. Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof.

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


<PAGE>

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

                  The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "NOTE POLICY") issued by Financial Security Assurance Inc.
(the "SECURITY INSURER"), pursuant to which the Security Insurer has
unconditionally guaranteed payments of the Noteholders' Interest Distributable
Amount and the Noteholders' Principal Distributable Amount with respect to each
Distribution Date will be paid on or prior to the related Insured Distribution
Date, all as more fully set forth in the Indenture and the related Sale and
Servicing Agreement. The Record Date applicable to any Insured Distribution Date
is the Record Date applicable to the related Distribution Date.

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

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


                                      A-4-2
<PAGE>

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

                                          AMERICREDIT AUTOMOBILE RECEIVABLES
                                          TRUST 2001-B


                                          By: BANKERS TRUST (DELAWARE), not in
                                              its individual capacity but solely
                                              as Owner Trustee under the Trust
                                              Agreement


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Date:  July 19, 2001                      BANK ONE, NA, not in its individual
                                          capacity but solely as Trustee




                                          By:
                                              ----------------------------------
                                              Authorized Signer



<PAGE>

                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-3 Floating Rate Asset Backed Notes (herein
called the "CLASS A-3 NOTES"), all issued under an Indenture dated as of July
12, 2001 (such indenture, as supplemented or amended, is herein called the
"INDENTURE"), between the Issuer and Bank One, NA, as trustee (the "TRUSTEE",
which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the "TRUST COLLATERAL AGENT"), which term includes any
successor Trust Collateral Agent) to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

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

                  Principal of the Class A-3 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the sixth day of each month, or, if any such date is not a Business Day,
the next succeeding Business Day, commencing August 6, 2001. The term
"DISTRIBUTION DATE," shall be deemed to include the Final Scheduled Distribution
Date.

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

                  Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any


                                     A-3-4
<PAGE>

one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
prior to such Distribution Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Trustee's
principal Corporate Trust Office or at the office of the Trustee's agent
appointed for such purposes located in New York, New York.

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

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

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


                                      A-3-5
<PAGE>

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

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

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

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

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

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

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

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Bankers
Trust (Delaware) in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications


                                      A-3-6
<PAGE>

contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Owner Trustee
for the sole purposes of binding the interests of the Owner Trustee in the
assets of the Issuer. The Holder of this Note by the acceptance hereof agrees
that except as expressly provided in the Indenture or the Basic Documents, in
the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
PROVIDED, HOWEVER, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.


                                      A-3-7
<PAGE>

                                   ASSIGNMENT

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

                  FOR VALUE RECEIVED, the undersigned  hereby sells, assigns and
transfers unto
               --------------------------------
                          (name and address of assignee)

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


Dated                                 (1)
     ---------------------------------      ------------------------------------
                                            Signature Guaranteed:


     ---------------------------------      ------------------------------------










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


<PAGE>

                                                                     EXHIBIT A-4


REGISTERED                                                 $638,000,000

No. RB-A-4

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                           CUSIP NO. 03061N EE 5

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

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

                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-B

                        CLASS A-4 5.37% ASSET BACKED NOTE

                  AmeriCredit Automobile Receivables Trust 2001-B, a business
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "ISSUER"), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of SIX HUNDRED THIRTY-EIGHT
MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is
$638,000,000 and the denominator of which is $638,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A-4 Notes pursuant to the Indenture; PROVIDED, HOWEVER,
that the entire unpaid principal amount of this Note shall be due and payable on
the June 12, 2008 Insured Distribution Date (the "FINAL SCHEDULED DISTRIBUTION
DATE"). The Issuer will pay interest on this Note at the per annum equal to
5.37% on each Distribution Date until the principal of this Note is paid or made
available for payment. Interest on this Note will accrue for each Distribution
Date from the most recent Distribution Date on which interest has been paid to
but excluding such Distribution Date or, if no interest has yet been paid, from
July 19, 2001. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Such principal of and interest on this Note shall be paid
in the manner specified on the reverse hereof.

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


<PAGE>

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

                  The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "NOTE POLICY") issued by Financial Security Assurance Inc.
(the "SECURITY INSURER"), pursuant to which the Security Insurer has
unconditionally guaranteed payments of the Noteholders' Interest Distributable
Amount and the Noteholders' Principal Distributable Amount with respect to each
Distribution Date will be paid on or prior to the related Insured Distribution
Date, all as more fully set forth in the Indenture and the related Sale and
Servicing Agreement. The Record Date applicable to any Insured Distribution Date
is the Record Date applicable to the related Distribution Date.

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

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


                                      A-4-2
<PAGE>

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

                                          AMERICREDIT AUTOMOBILE RECEIVABLES
                                          TRUST 2001-B


                                          By: BANKERS TRUST (DELAWARE), not in
                                              its individual capacity but solely
                                              as Owner Trustee under the Trust
                                              Agreement


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Date:  July 19, 2001                      BANK ONE, NA, not in its individual
                                          capacity but solely as Trustee




                                          By:
                                              ----------------------------------
                                              Authorized Signer




<PAGE>

                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-4 5.37% Asset Backed Notes (herein called the
"CLASS A-4 NOTES"), all issued under an Indenture dated as of July 12, 2001
(such indenture, as supplemented or amended, is herein called the "INDENTURE"),
between the Issuer and Bank One, NA, as trustee (the "TRUSTEE", which term
includes any successor Trustee under the Indenture) and as trust collateral
agent (the "TRUST COLLATERAL AGENT"), which term includes any successor Trust
Collateral Agent) to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

                  Principal of the Class A-4 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the sixth day of each month, or, if any such date is not a Business Day,
the next succeeding Business Day, commencing August 6, 2001. The term
"DISTRIBUTION DATE," shall be deemed to include the Final Scheduled Distribution
Date.

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

                  Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any


<PAGE>

one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
prior to such Distribution Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Trustee's
principal Corporate Trust Office or at the office of the Trustee's agent
appointed for such purposes located in New York, New York.

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

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

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


                                     A-4-5
<PAGE>

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

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

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

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

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

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

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

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Bankers
Trust (Delaware) in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications


                                     A-4-6
<PAGE>

contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Owner Trustee
for the sole purposes of binding the interests of the Owner Trustee in the
assets of the Issuer. The Holder of this Note by the acceptance hereof agrees
that except as expressly provided in the Indenture or the Basic Documents, in
the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
PROVIDED, HOWEVER, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.



                                     A-4-7

<PAGE>

                                   ASSIGNMENT

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

                  FOR VALUE RECEIVED, the undersigned  hereby sells, assigns and
transfers unto
               --------------------------------
                          (name and address of assignee)

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


Dated                                 (1)
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                                            Signature Guaranteed:


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