Exhibit 4.2


EXECUTION COPY




	
   

  
	
   

  






AMENDED AND
RESTATED


 


TRUST AGREEMENT


 


between


 


AFS SENSUB CORP.


 


and


 


DEUTSCHE BANK
TRUST COMPANY DELAWARE


Owner Trustee


 


Dated as of April
11, 2002




	
   

  
	
   

  












 


TABLE OF CONTENTS


 


	
  ARTICLE
  I. DEFINITIONS

  
	
   

  
	
   

  	
  SECTION 1.1.

  	
  Capitalized Terms

  
	
   

  	
  SECTION
  1.2.

  	
  Other
  Definitional Provisions

  
	
   

  
	
  ARTICLE
  II. ORGANIZATION

  
	
   

  
	
   

  	
  SECTION 2.1.

  	
  Name

  
	
   

  	
  SECTION 2.2.

  	
  Office

  
	
   

  	
  SECTION 2.3.

  	
  Purposes and Powers

  
	
   

  	
  SECTION
  2.4.

  	
  Appointment
  of Owner Trustee

  
	
   

  	
  SECTION
  2.5.

  	
  Initial
  Capital Contribution of Trust Estate

  
	
   

  	
  SECTION 2.6.

  	
  Declaration of
  Trust

  
	
   

  	
  SECTION 2.7.

  	
  Title to Trust
  Property

  
	
   

  	
  SECTION 2.8.

  	
  Situs of Trust

  
	
   

  	
  SECTION
  2.9.

  	
  Representations
  and Warranties of the Depositor

  
	
   

  	
  SECTION
  2.10.

  	
  Covenants
  of the Certificateholder

  
	
   

  	
  SECTION
  2.11.

  	
  Federal
  Income Tax Treatment of the Trust

  
	
   

  
	
  ARTICLE
  III. CERTIFICATE AND TRANSFER OF INTEREST

  
	
   

  
	
   

  	
  SECTION 3.1.

  	
  Initial Ownership

  
	
   

  	
  SECTION 3.2.

  	
  The Certificate

  
	
   

  	
  SECTION
  3.3.

  	
  Authentication
  of Certificate

  
	
   

  	
  SECTION
  3.4.

  	
  Registration
  of Transfer and Exchange of Certificate

  
	
   

  	
  SECTION 3.5.

  	
  Mutilated, Destroyed, Lost or Stolen
  Certificates

  
	
   

  	
  SECTION
  3.6.

  	
  Persons
  Deemed Certificateholders

  
	
   

  	
  SECTION
  3.7.

  	
  Maintenance
  of Office or Agency

  
	
   

  	
  SECTION
  3.8.

  	
  Disposition
  in Whole But Not in Part

  
	
   

  	
  SECTION 3.9.

  	
  ERISA Restrictions

  
	
   

  
	
  ARTICLE
  IV. VOTING RIGHTS AND OTHER ACTIONS

  
	
   

  
	
   

  	
  SECTION
  4.1.

  	
  Prior
  Notice to Holder with Respect to Certain Matters

  
	
   

  	
  SECTION
  4.2.

  	
  Action
  by Certificateholder with Respect to Certain Matters

  
	
   

  	
  SECTION
  4.3.

  	
  Restrictions
  on Certificateholder’s Power

  
	
   

  
	
  ARTICLE
  V. AUTHORITY AND DUTIES OF OWNER TRUSTEE

  
	
   

  
	
   

  	
  SECTION 5.1.

  	
  General Authority

  
	
   

  	
  SECTION 5.2.

  	
  General Duties

  
	
   

  	
  SECTION 5.3.

  	
  Action upon Instruction

  
	
   

  	
  SECTION
  5.4.

  	
  No
  Duties Except as Specified in this Agreement or in Instructions

  
	
   

  	
  SECTION
  5.5.

  	
  No
  Action Except under Specified Documents or Instructions

  
	
   

  	
  SECTION 5.6.

  	
  Restrictions

  



 


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  ARTICLE VI.
  CONCERNING THE OWNER TRUSTEE

  
	
   

  
	
   

  	
  SECTION
  6.1.

  	
  Acceptance
  of Trusts and Duties

  
	
   

  	
  SECTION 6.2.

  	
  Furnishing of
  Documents

  
	
   

  	
  SECTION
  6.3.

  	
  Representations
  and Warranties

  
	
   

  	
  SECTION
  6.4.

  	
  Reliance;
  Advice of Counsel

  
	
   

  	
  SECTION
  6.5.

  	
  Not
  Acting in Individual Capacity

  
	
   

  	
  SECTION
  6.6.

  	
  Owner
  Trustee Not Liable for Certificate or Receivables

  
	
   

  	
  SECTION
  6.7.

  	
  Owner
  Trustee May Own Notes

  
	
   

  	
  SECTION
  6.8.

  	
  Payments
  from Owner Trust Estate

  
	
   

  	
  SECTION
  6.9.

  	
  Doing
  Business in Other Jurisdictions

  
	
   

  
	
  ARTICLE
  VII. COMPENSATION OF OWNER TRUSTEE

  
	
   

  
	
   

  	
  SECTION
  7.1.

  	
  Owner
  Trustee’s Fees and Expenses

  
	
   

  	
  SECTION 7.2.

  	
  Indemnification

  
	
   

  	
  SECTION
  7.3.

  	
  Payments
  to the Owner Trustee

  
	
   

  	
  SECTION 7.4.

  	
  Non-recourse
  Obligations

  
	
   

  
	
  ARTICLE
  VIII. TERMINATION OF TRUST AGREEMENT

  
	
   

  
	
   

  	
  SECTION
  8.1.

  	
  Termination
  of Trust Agreement

  
	
   

  
	
  ARTICLE
  IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

  
	
   

  
	
   

  	
  SECTION
  9.1.

  	
  Eligibility
  Requirements for Owner Trustee

  
	
   

  	
  SECTION
  9.2.

  	
  Resignation
  or Removal of Owner Trustee

  
	
   

  	
  SECTION 9.3.

  	
  Successor
  Owner Trustee

  
	
   

  	
  SECTION
  9.4.

  	
  Merger
  or Consolidation of Owner Trustee

  
	
   

  	
  SECTION
  9.5.

  	
  Appointment
  of Co-Trustee or Separate Trustee

  
	
   

  
	
  ARTICLE
  X. MISCELLANEOUS

  
	
   

  
	
   

  	
  SECTION
  10.1.

  	
  Supplements
  and Amendments

  
	
   

  	
  SECTION
  10.2.

  	
  No
  Legal Title to Owner Trust Estate in Certificateholder

  
	
   

  	
  SECTION
  10.3.

  	
  Limitations
  on Rights of Others

  
	
   

  	
  SECTION 10.4.

  	
  Notices

  
	
   

  	
  SECTION 10.5.

  	
  Severability

  
	
   

  	
  SECTION 10.6.

  	
  Separate
  Counterparts

  
	
   

  	
  SECTION 10.7.

  	
  Assignments

  
	
   

  	
  SECTION 10.8.

  	
  No Recourse

  
	
   

  	
  SECTION 10.9.

  	
  Headings

  
	
   

  	
  SECTION 10.10.

  	
  GOVERNING LAW

  
	
   

  	
  SECTION 10.11.

  	
  Servicer

  



 


EXHIBITS


 


	
  EXHIBIT A

  	
   

  	
  FORM
  OF CERTIFICATE

  
	
  EXHIBIT B

  	
   

  	
  FORM OF CERTIFICATE OF
  TRUST

  



 


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This AMENDED AND RESTATED TRUST AGREEMENT dated as of
April 11, 2002 between AFS SENSUB CORP., a Nevada corporation (the “Seller”),
and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, as
Owner Trustee, amends and restates in its entirety that certain Trust Agreement
dated as of January 24, 2002 between the Seller and the Owner Trustee.


 


ARTICLE I.


 


Definitions


 


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


 


“AmeriCredit” shall mean AmeriCredit Financial
Services, Inc.


 


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


 


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


 


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


 


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


 


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


 


“Certificateholder” or “Holder” shall
mean the person in whose name a Certificate is registered on the Certificate
Register, initially AFS SenSub Corp., a Nevada corporation.


 


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


 


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


 


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


 


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


 

















 


notice to the Depositor, or the principal corporate trust office of any
successor Owner Trustee (the address of which the successor owner trustee will
notify the Depositor).


 


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


 


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


 


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


 


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


 


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


 


“Indenture” shall mean the Indenture dated as
of April 11, 2002, among the Issuer and Bank One, NA, as Trust Collateral Agent
and Trustee, as the same may be amended and supplemented from time to time.


 


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


 


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


 


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


 


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


 


“Sale and Servicing Agreement” shall mean the
Sale and Servicing Agreement, dated as of April 11, 2002 among the Trust, the
Seller, AmeriCredit Financial Services, Inc. and the Trust Collateral Agent, ,
as the same may be amended and supplemented from time to time.


 


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


 


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


 


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


 


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


 


SECTION 1.2.    Other Definitional Provisions.


 


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


 


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


 


(c) As used in this Agreement and in any certificate
or other document made or delivered pursuant hereto or thereto, accounting
terms not defined in this Agreement or in any such certificate or other
document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles as in effect on the date of this Agreement or any such certificate
or other document, as applicable.  To
the extent that the definitions of accounting terms in this Agreement or in any
such certificate or other document are inconsistent with the meanings of such
terms under generally accepted accounting principles, the definitions contained
in this Agreement or in any such certificate or other document shall control.


 


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


 


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


 


ARTICLE II.


 


Organization


 


SECTION 2.1.   
Name.  There is
hereby formed a trust to be known as “AmeriCredit Automobile Receivables Trust
2002-1”, in which name the Owner Trustee may conduct the business of the Trust,
make and execute contracts and other instruments on behalf of the Trust and sue
and be sued.


 


3

















 


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


 


SECTION 2.3.    Purposes and Powers.


 


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


 


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


 


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


 


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


 


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


 


(v)           to engage in those activities,
including entering into agreements, that are necessary, suitable or convenient
to accomplish the foregoing or are incidental thereto or connected therewith;
and 


 


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


 


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


 


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


 


SECTION 2.5.    Initial Capital Contribution of Trust
Estate.
The Owner Trustee hereby acknowledges receipt in trust from the Depositor of
the sum of $1,000 which contribution shall constitute the initial Owner Trust
Estate.  The Depositor shall pay
organizational expenses of the Trust as they may arise.


 


4

















 


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


 


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


 


SECTION 2.7.    Title to Trust Property.


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


(d) No Consent Required.  No consent, license, approval or
authorization or registration or declaration with, any Person or with any
governmental authority, bureau or agency is required in connection with the
execution, delivery or performance of this Agreement and the Basic Documents,
except for such as have been obtained, effected or made.


 


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


 


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


 


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


 


(a) to be bound by the terms and conditions of the
Certificate of which the Holder is the beneficial owner and of this Agreement,
including any supplements or amendments hereto and to perform the obligations
of a Holder as set forth therein or herein, in all respects as if it 


 


6

















 


were a signatory hereto.  This
undertaking is made for the benefit of the Trust and the Owner Trustee; and


 


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


 


SECTION 2.11.    Federal Income Tax Treatment of the
Trust.


 


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


 


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


 


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


 


ARTICLE III.


 


Certificate and
Transfer of Interest


 


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


 


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


 


7

















 


the rights and subject to the obligations of a Certificateholder
hereunder, upon due registration of such Certificate in such transferee’s name
pursuant to Section 3.4.


 


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


 


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


 


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


 


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


 


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


 


No service charge shall be made for any registration
of transfer or exchange of the Certificate, but the Owner Trustee or the
Certificate Registrar may require payment of a sum 


 


8

















 


sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of the Certificate.


 


Notwithstanding the foregoing, no sale or transfer of
a Trust Certificate shall be permitted (including, without limitation, by
pledge or hypothecation), and no such sale or transfer shall be registered by
the Certificate Registrar or be effective hereunder, if the sale or transfer
thereof increases to more than 99 the sum of (a) the number of holders of the
Class E Notes and (b) the number of Certificateholders.


 


SECTION 3.5.    Mutilated, Destroyed, Lost or Stolen
Certificates.  If (a) any
mutilated Certificate shall be surrendered to the Certificate Registrar, or if
the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity
as may be required by them to render each of them harmless, then in the absence
of notice that such Certificate shall have been acquired by a bona fide
purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner
Trustee, or Deutsche Bank Trust Company Americas, as the Owner Trustee’s
authenticating agent, shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like class, tenor and denomination.  In connection with the issuance of any new Certificate under this
Section, the Owner Trustee or the Certificate Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.  Any
duplicate Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.


 


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


 


SECTION 3.7.    Maintenance of Office or Agency.  The Owner Trustee shall maintain, an office
or offices or agency or agencies where the Certificate may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Owner
Trustee in respect of the Certificate and the Basic Documents may be
served.   The Owner Trustee initially
designates Deutsche Bank Trust Company Americas, 100 Plaza One, Jersey City,
New Jersey 07310, as its principal corporate trust office for such
purposes.  The Owner Trustee shall give
prompt written notice to the Depositor and the Certificateholder of any change
in the location of the Certificate Register or any such office or agency.


 


SECTION 3.8.    Disposition in Whole But Not in Part.  The Certificate may be transferred in whole
but not in part.  Any attempted transfer
of the Certificate that would divide the ownership of the Trust Estate shall be
void.  The Owner Trustee shall cause any
Certificate 


 


9

















 


issued to contain a legend stating “THIS CERTIFICATE IS NOT
TRANSFERABLE, EXCEPT UNDER THE LIMITED CONDITIONS SPECIFIED IN THE TRUST
AGREEMENT”.


 


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


 


ARTICLE IV.


 


Voting Rights and
Other Actions


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


Certificateholder and the furnishing of indemnification satisfactory to
the Owner Trustee by the Certificateholder.


 


SECTION 4.3.    Restrictions on Certificateholder’s
Power.


 


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


 


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


 


ARTICLE V.


 


Authority and
Duties of Owner Trustee


 


SECTION 5.1.    General Authority.


 


(a) The Owner Trustee is authorized and directed to
execute and deliver the Basic Documents to which the Trust is named as a party
and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is named as a party and
any amendment thereto, in each case, in such form as the Depositor shall
approve as evidenced conclusively by the Owner Trustee’s execution thereof, and
on behalf of the Trust, to direct the Indenture Trustee to authenticate and
deliver Class A-1 Notes in the aggregate principal amount of $160,000,000,
Class A-2 Notes in the aggregate principal amount of $354,000,000, Class A-3
Notes in the aggregate principal amount of $236,000,000, Class B Notes in the
aggregate principal amount of $90,000,000, Class C Notes in the aggregate
principal amount of $50,000,000, Class D Notes in the aggregate principal
amount of $47,500,000 and Class E Notes in the aggregate principal amount of
$52,500,000.  In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust pursuant to the Basic Documents.  The Owner Trustee is further authorized from
time to time to take such action as the Certificateholder recommends with
respect to the Basic Documents so long as such activities are consistent with
the terms of the Basic Documents.


 


11

















 


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


 


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


 


SECTION 5.3.    Action upon Instruction.


 


(a) Subject to Article IV, the Certificateholder shall
have the exclusive right to direct the actions of the Owner Trustee in the
management of the Trust, so long as such instructions are not inconsistent with
the express terms set forth herein or in any Basic Document.  The Certificateholder shall not instruct the
Owner Trustee in a manner inconsistent with this Agreement or the Basic
Documents.


 


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


 


(c) Whenever the Owner Trustee is unable to decide
between alternative courses of action permitted or required by the terms of
this Agreement or any Basic Document, the Owner Trustee shall promptly give notice
(in such form as shall be appropriate under the circumstances) to the
Certificateholder requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificateholder received, the Owner
Trustee shall not be liable on account of such action to any Person.  If the Owner Trustee shall not have received
appropriate instruction within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action, not inconsistent with this Agreement or the
Basic Documents, as it shall deem to be in the best interests of the
Certificateholder, and shall have no liability to any Person for such action or
inaction.


 


(d) In the event that the Owner Trustee is unsure as
to the application of any provision of this Agreement or any Basic Document or
any such provision is ambiguous as to its application, or is, or appears to be,
in conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the 


 


12

















 


circumstances) to the Certificateholder requesting instruction and, to
the extent that the Owner Trustee acts or refrains from acting in good faith in
accordance with any such instruction received, the Owner Trustee shall not be
liable, on account of such action or inaction, to any Person.  If the Owner Trustee shall not have received
appropriate instruction within 10 days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action, not inconsistent with this Agreement or the
Basic Documents, as it shall deem to be in the best interests of the
Certificateholder, and shall have no liability to any Person for such action or
inaction.


 


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


 


SECTION 5.5.   
No
Action Except under Specified Documents or Instructions.  The Owner Trustee shall not manage, control,
use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate
except (i) in accordance with the powers granted to and the authority conferred
upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the
Basic Documents and (iii) in accordance with any document or instruction
delivered to the Owner Trustee pursuant to Section 5.3.


 


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


 


ARTICLE VI.


 


Concerning the
Owner Trustee


 


SECTION 6.1.    Acceptance of Trusts and Duties.  The Owner Trustee accepts the trusts hereby
created and agrees to perform its duties hereunder with respect to such trusts
but only upon the terms of this Agreement. 
The Owner Trustee also agrees to disburse all moneys 


 


13

















 


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


 


(a) the Owner Trustee shall not be liable for any
error of judgment made by a Responsible Officer of the Owner Trustee; 


 


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


 


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


 


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


 


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


 


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


 


(g) the Owner Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation under this Agreement or otherwise
or in relation to this Agreement or any Basic Document, at the request,


 


14

















 


order or direction of the Certificateholder, unless the
Certificateholder has offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby.  The right of the Owner Trustee to perform any discretionary act
enumerated in this Agreement or in any Basic Document shall not be construed as
a duty, and the Owner Trustee shall not be answerable for other than its
negligence, bad faith or willful misconduct in the performance of any such act.


 


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


 


SECTION 6.3.    Representations and Warranties.  The Owner Trustee hereby represents and
warrants to the Depositor and the Holder, that:


 


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


 


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


 


(c) Neither the execution nor the delivery by it of
this Agreement, nor the consummation by it of the transactions contemplated
hereby nor compliance by it with any of the terms or provisions hereof will
contravene any federal or Delaware state law, governmental rule or regulation
governing the banking or trust powers of the Owner Trustee or any judgment or
order binding on it, or constitute any default under its charter documents or
by-laws or any indenture, mortgage, contract, agreement or instrument to which
it is a party or by which any of its properties may be bound.


 


SECTION 6.4.    Reliance; Advice of Counsel.


 


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


 


(b) In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement or the Basic Documents, the Owner Trustee (i) may act directly or
through its agents or attorneys pursuant to agreements


 


15

















 


entered into with any of them, and the Owner Trustee shall not be
liable for the conduct or misconduct of such agents or attorneys if such agents
or attorneys shall have been selected by the Owner Trustee with reasonable
care, and (ii) may consult with counsel, accountants and other skilled persons
to be selected with reasonable care and employed by it.  The Owner Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
written opinion or advice of any such counsel, accountants or other such persons
and according to such opinion not contrary to this Agreement or any Basic
Document.


 


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


 


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


 


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


 


SECTION 6.8.    Payments from Owner Trust Estate.  All payments to be made by the Owner Trustee
under this Agreement or any of the Basic Documents to which the Trust or the
Owner Trustee is a party shall be made only from the income and proceeds of the
Owner Trust Estate and only to the extent that the Owner Trust shall have
received income or proceeds from the Owner Trust Estate to make such payments
in accordance with the terms hereof.


 


16

















 


Deutsche Bank Trust
Company Delaware, or any successor thereto, in its individual capacity, shall
not be liable for any amounts payable under this Agreement or any of the Basic
Documents to which the Trust or the Owner Trustee is a party.


 


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


 


ARTICLE VII.


 


Compensation of
Owner Trustee


 


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


 


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


 


17

















 


indemnity will be sought pursuant to this Section, the Owner Trustee’s
choice of legal counsel shall be subject to the approval of the Depositor which
approval shall not be unreasonably withheld. 
AmeriCredit Corp. shall be jointly and severally liable for the
indemnification duties and obligations of the Depositor which are described in
this Section 7.2.


 


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


 


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


 


ARTICLE VIII.


 


Termination of
Trust Agreement


 


SECTION 8.1.    Termination of Trust Agreement.


 


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


 


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


 


(c) Notice of any termination of the Trust, specifying
the Distribution Date upon which the Certificateholder shall surrender the
Certificate to the Trust Collateral Agent for payment of the final distribution
and cancellation, shall be given by the Owner Trustee by letter to the
Certificateholder mailed within five Business Days of receipt of notice of such
termination from the Servicer given pursuant to Section 10.1(c) of the Sale and
Servicing Agreement, stating (i) the Distribution Date upon or with respect to
which final payment of the Certificate shall be made upon presentation and
surrender of the Certificate at the office of the Trust Collateral 


 


18

















 


Agent therein designated, (ii) the amount of any such final payment, (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificate at the office of the Trust Collateral Agent therein specified and
(iv) interest will cease to accrue on the Certificate.  The Owner Trustee shall give such notice to
the Trust Collateral Agent at the time such notice is given to the
Certificateholder.  Upon presentation
and surrender of the Certificate, the Trust Collateral Agent shall cause to be
distributed to the Certificateholder amounts distributable on such Distribution
Date pursuant to Section 5.7 of the Sale and Servicing Agreement.


 


In the event that the Certificateholder shall not
surrender the Certificate for cancellation within six months after the date
specified in the above mentioned written notice, the Owner Trustee shall give a
second written notice to the Certificateholder to surrender the Certificate for
cancellation and receive the final distribution with respect thereto.  If within one year after the second notice
all of the Certificates shall not have been surrendered for cancellation, the
Owner Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the Certificateholder concerning surrender of its
Certificate, and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to this Agreement.  Any funds remaining in the Trust after exhaustion of such
remedies shall be distributed, subject to applicable escheat laws, by the Owner
Trustee to the Holder.


 


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


 


ARTICLE IX.


 


Successor Owner
Trustees and Additional Owner Trustees


 


SECTION 9.1.    Eligibility Requirements for Owner
Trustee.  The Owner Trustee shall at all times be a
corporation (i) satisfying the provisions of Section 3807(a) of the Business
Trust Statute; (ii) authorized to exercise corporate trust powers; and (iii)
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or State authorities.  If such corporation shall publish reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published.  In case at
any time the Owner Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Owner Trustee shall resign immediately in the
manner and with the effect specified in Section 9.2.


 


SECTION 9.2.    Resignation or Removal of Owner Trustee.  The Owner Trustee may at any time resign and
be discharged from the trusts hereby created by giving written notice thereof
to the Depositor and the Servicer.  Upon
receiving such notice of resignation, the Depositor shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee and one copy to
the successor Owner Trustee.  If no
successor Owner Trustee shall have 


 


19

















 


been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Owner Trustee or the
Certificateholder may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.


 


If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of Section 9.1 and shall fail to
resign after written request therefor by the Depositor, or if at any time the
Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor may remove the Owner
Trustee.  If the Depositor shall remove
the Owner Trustee under the authority of the immediately preceding sentence,
the Depositor shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the outgoing Owner Trustee so removed and one copy to the successor Owner
Trustee and payment of all fees owed to the outgoing Owner Trustee.


 


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


 


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


 


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


 


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


 


20

















 


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


 


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


 


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


 


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


 


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


 


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


 


21

















 


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


 


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


 


ARTICLE X.


 


Miscellaneous


 


SECTION 10.1.    Supplements and Amendments.


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


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


 


SECTION 10.4.    Notices.


 


(a) Unless otherwise expressly specified or permitted
by the terms hereof, all notices shall be in writing and shall be deemed given
upon receipt personally delivered, delivered by overnight courier or mailed
first class mail or certified mail, in each case return receipt requested, and
shall be deemed to have been duly given upon receipt, if to the Owner Trustee,
addressed to the Corporate Trust Office; if to the Depositor, addressed to AFS
SenSub Corp., 639 Isbell Rd., Suite 390, Reno Nevada 89509; or, as to each
party, at such other address as shall be designated by such party in a written
notice to each other party.


 


(b) Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of the Holder.  Any notice so
mailed 


 


23

















 


within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 10.11.    Servicer.  The Servicer is authorized to prepare, or cause to be prepared,
execute and deliver on behalf of the Trust all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Trust or Owner Trustee to prepare, file or deliver pursuant to the Basic
Documents.  Upon written request, the
Owner Trustee shall execute and deliver to the Servicer a limited power of
attorney appointing the Servicer as the Trust’s agent and attorney-in-fact to
prepare, or cause to be prepared, execute and deliver all such documents,
reports, filings, instruments, certificates and opinions.


 


[Remainder of page
intentionally left blank.]


 


24

















 


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


 


	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
   

  	
  DELAWARE

  
	
   

  	
   

  	
  Owner Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Elizabeth B. Ferry

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth B. Ferry

  
	
   

  	
   

  	
  Title: 

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AFS SENSUB CORP.

  
	
   

  	
   

  	
  Depositor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Julie Borge

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Julie Borge

  
	
   

  	
   

  	
  Title: 

  	
  Vice President, Structured Finance

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AMERICREDIT CORP.,

  	
   

  	
   

  
	
  Solely with respect to Sections 7.1 and 7.2

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Preston A. Miller

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Preston A. Miller

  
	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Treasurer

  
									



 


[Amended and Restated
Trust Agreement]


 

















 


EXHIBIT
A


 


NUMBER


R-1


 


SEE REVERSE FOR CERTAIN
DEFINITIONS


 


THIS CERTIFICATE IS NOT
TRANSFERABLE,


EXCEPT UNDER THE LIMITED
CONDITIONS


SPECIFIED IN THE TRUST
AGREEMENT


 


_________________________________


 


ASSET BACKED CERTIFICATE


 


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


 


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


 


THIS CERTIFIES THAT AFS SenSub Corp. is the registered
owner of a nonassessable, fully-paid, beneficial ownership interest in certain
distributions of AmeriCredit Automobile Receivables Trust 2002-1 (the “Trust”)
formed by AFS SenSub Corp., a Nevada corporation (the “Seller”).


 


OWNER TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
  DEUTSCHE BANK TRUST COMPANY 

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY 

  	
   

  
	
  DELAWARE

  	
   

  	
  DELAWARE

  	
   

  
	
  not in its individual

  	
   

  	
  not in its individual

  	
   

  
	
  capacity but solely as

  	
   

  	
  capacity but solely as

  	
   

  
	
  Owner Trustee

  	
  or

  	
   

  	
  Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By DEUTSCHE BANK TRUST COMPANY 

  	
   

  
	
   

  	
   

  	
  AMERICAS,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authenticating Agent

  	
   

  
	
  by:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  	
   

  
							



 

















 


The Trust was created pursuant to a Trust Agreement
dated as of January 24, 2002, as amended and restated as of April 11, 2002 (the
“Trust Agreement”), between the Seller and Deutsche Bank Trust Company
Delaware, as owner trustee (the “Owner Trustee”), a summary of certain
of the pertinent provisions of which is set forth below.  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Trust Agreement.


 


This is the duly authorized Certificate designated as
“Asset Backed Certificate” (herein called the “Certificate”).  Also issued under the Indenture, dated as of
April 11, 2002, among the Trust, Bank One, NA, as trustee and trust collateral
agent, are seven classes of Notes designated as “Class A-1 1.94% Asset Backed
Notes” (the “Class A-1 Notes”), “Class A-2 3.06% Asset Backed Notes”
(the “Class A-2 Notes”), “Class A-3 4.23% Asset Backed Notes” (the “Class
A-3 Notes”), “Class B 5.28% Asset Backed Notes” (the “Class B Notes”),
“Class C 5.98% Asset Backed Notes” (the “Class C Notes”), “Class D 6.53%
Asset Backed Notes” (the “Class D Notes”) and “Class E 8.40% Asset
Backed Notes” (the “Class E Notes” and together with the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C
Notes and the Class D Notes, the “Notes”).  This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
holder of this Certificate by virtue of the acceptance hereof assents and by
which such holder is bound.  The
property of the Trust includes a pool of retail installment sale contracts
secured by new and used automobiles, vans or light duty trucks (the “Receivables”),
all monies due thereunder on or after Cutoff Date, security interests in the
vehicles financed thereby, certain bank accounts and the proceeds thereof,
proceeds from claims on certain insurance policies and certain other rights
under the Trust Agreement and the Sale and Servicing Agreement, all right,
title and interest of the Seller in and to the Purchase Agreement dated as of
April 11, 2002 among AmeriCredit Financial Services, Inc. and the Seller and
all proceeds of the foregoing.


 


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


 


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


 


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


 


Unless the certificate of authentication hereon shall
have been executed by an authorized officer of the Owner Trustee, by manual
signature, this Certificate shall not entitle the holder 


 


A-2

















 


hereof to any benefit under the Trust Agreement or the Sale and
Servicing Agreement or be valid for any purpose.


 


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


 


A-3

















 


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


 


	
   

  	
  AMERICREDIT AUTOMOBILE
  RECEIVABLES TRUST 2002-1

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
   

  	
  DELAWARE

  
	
   

  	
   

  	
  not in its individual capacity but

  
	
   

  	
   

  	
  solely as Owner Trustee

  
	
   

  	
   

  	
   

  
	
  Dated:  April
  18, 2002

  	
  By:

  	
   

  	
   

  
						



 


A-4

















 


(Reverse of Certificate)


 


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


 


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


 


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


 


No sale or transfer of a Trust Certificate shall be
permitted (including, without limitation, by pledge or hypothecation), and no
such sale or transfer shall be registered by the Certificate Registrar or be
effective hereunder, if the sale or transfer thereof increases to more than 99
the sum of (a) the number of holders of the Class E Notes and (b) the number of
Certificateholders.


 


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


 


The obligations and responsibilities created by the
Trust Agreement and the Trust created thereby shall terminate upon the payment
to the Certificateholder of all amounts required to be


 


A-5

















 


paid to it pursuant to the Trust Agreement and the Sale and Servicing
Agreement and the disposition of all property held as part of the Trust.  The Seller or the Servicer of the
Receivables may at its option purchase the corpus of the Trust at a price
specified in the Sale and Servicing Agreement, and such purchase of the
Receivables and other property of the Trust will effect early retirement of the
Certificate; however, such right of purchase is exercisable, subject to certain
restrictions, only as of the last day of any Collection Period as of which the
Pool Balance is 10% or less of the Original Pool Balance.


 


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


 


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


 


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


 


A-6

















 


 


ASSIGNMENT


 


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


 


PLEASE INSERT SOCIAL SECURITY


OR OTHER IDENTIFYING NUMBER


OF ASSIGNEE


 


	
   

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

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
   

  	
  Attorney to transfer said Certificate on the books
  of the Certificate 

  
	
  Registrar, with full power of substitution in the
  premises.

  



 


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guaranteed:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 












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


 


A-7

















 


EXHIBIT B


 


FORM OF


 


CERTIFICATE
OF TRUST


 


OF


 


AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2002-1


 


THIS Certificate of Trust of AMERICREDIT AUTOMOBILE
RECEIVABLES TRUST 2002-1 (the “Trust”) is being duly executed and filed
on behalf of the Trust by the undersigned, as trustee, to form a business trust
under the Delaware Business Trust Act (12 Del. C. § 3801 et
seq.) (the “Act”).


 


1.             Name.  The name of the business trust formed by
this Certificate of Trust is “AmeriCredit Automobile Receivables Trust 2002-1”.


 


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


 


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


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  	
   

  
	
   

  	
  DELAWARE, not in its

  	
   

  
	
   

  	
  individual capacity but solely as trustee of the
  Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: