exv4w1



 






Exhibit 4.1

EXECUTION COPY




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




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1




Class A-1 4.78% Asset Backed Notes

Class A-2 5.11% Asset Backed Notes

Class A-3 5.11% Asset Backed Notes

Class B 5.20% Asset Backed Notes

Class C 5.28% Asset Backed Notes

Class D 5.49% Asset Backed Notes

Class E 6.62% Asset Backed Notes




 






INDENTURE




Dated as of February 22, 2006




 






WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee and Trust Collateral Agent




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




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	ARTICLE I Definitions and Incorporation by Reference	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 1.1	 	Definitions	 	 	3	 
	 
	 	SECTION 1.2	 	Incorporation by Reference of Trust Indenture Act	 	 	10	 
	 
	 	SECTION 1.3	 	Rules of Construction	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II The Notes	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 2.1	 	Form	 	 	11	 
	 
	 	SECTION 2.2	 	Execution, Authentication and Delivery	 	 	11	 
	 
	 	SECTION 2.3	 	Temporary Notes	 	 	12	 
	 
	 	SECTION 2.4	 	Registration; Registration of Transfer and Exchange	 	 	12	 
	 
	 	SECTION 2.5	 	Mutilated, Destroyed, Lost or Stolen Notes	 	 	14	 
	 
	 	SECTION 2.6	 	Persons Deemed Owner	 	 	15	 
	 
	 	SECTION 2.7	 	Payment of Principal and Interest; Defaulted Interest	 	 	15	 
	 
	 	SECTION 2.8	 	Cancellation	 	 	16	 
	 
	 	SECTION 2.9	 	Release of Collateral	 	 	16	 
	 
	 	SECTION 2.10	 	Book-Entry Notes	 	 	16	 
	 
	 	SECTION 2.11	 	Notices to Clearing Agency	 	 	17	 
	 
	 	SECTION 2.12	 	Definitive Notes	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III Covenants	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 3.1	 	Payment of Principal and Interest	 	 	18	 
	 
	 	SECTION 3.2	 	Maintenance of Office or Agency	 	 	18	 
	 
	 	SECTION 3.3	 	Money for Payments to be Held in Trust	 	 	18	 
	 
	 	SECTION 3.4	 	Existence	 	 	20	 
	 
	 	SECTION 3.5	 	Protection of Trust Estate	 	 	20	 
	 
	 	SECTION 3.6	 	Opinions as to Trust Estate	 	 	20	 
	 
	 	SECTION 3.7	 	Performance of Obligations; Servicing of Receivables	 	 	21	 
	 
	 	SECTION 3.8	 	Negative Covenants	 	 	22	 
	 
	 	SECTION 3.9	 	Annual Statement as to Compliance	 	 	22	 
	 
	 	SECTION 3.10	 	Issuer May Consolidate, Etc. Only on Certain Terms	 	 	23	 
	 
	 	SECTION 3.11	 	Successor or Transferee	 	 	25	 
	 
	 	SECTION 3.12	 	No Other Business	 	 	25	 
	 
	 	SECTION 3.13	 	No Borrowing	 	 	25	 
	 
	 	SECTION 3.14	 	Servicer’s Obligations	 	 	25	 
	 
	 	SECTION 3.15	 	Guarantees, Loans, Advances and Other Liabilities	 	 	25	 
	 
	 	SECTION 3.16	 	Capital Expenditures	 	 	25	 
	 
	 	SECTION 3.17	 	Compliance with Laws	 	 	25	 
	 
	 	SECTION 3.18	 	Restricted Payments	 	 	25	 
	 
	 	SECTION 3.19	 	Notice of Events of Default	 	 	26	 
	 
	 	SECTION 3.20	 	Further Instruments and Acts	 	 	26	 
	 
	 	SECTION 3.21	 	Amendments of Sale and Servicing Agreement and Trust Agreement	 	 	26	 
	 
	 	SECTION 3.22	 	Income Tax Characterization	 	 	26	 






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	 	 	 	 	 	 	Page	 
	 
	ARTICLE IV Satisfaction and Discharge	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 4.1	 	Satisfaction and Discharge of Indenture	 	 	26	 
	 
	 	SECTION 4.2	 	Application of Trust Money	 	 	27	 
	 
	 	SECTION 4.3	 	Repayment of Moneys Held by Note Paying Agent	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V Remedies	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 5.1	 	Events of Default	 	 	28	 
	 
	 	SECTION 5.2	 	Rights Upon Event of Default	 	 	29	 
	 
	 	SECTION 5.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	30	 
	 
	 	SECTION 5.4	 	Remedies	 	 	32	 
	 
	 	SECTION 5.5	 	Optional Preservation of the Receivables	 	 	33	 
	 
	 	SECTION 5.6	 	Priorities	 	 	33	 
	 
	 	SECTION 5.7	 	Limitation of Suits	 	 	35	 
	 
	 	SECTION 5.8	 	Unconditional Rights of Noteholders To Receive Principal and Interest 	 	 	36	 
	 
	 	SECTION 5.9	 	Restoration of Rights and Remedies	 	 	36	 
	 
	 	SECTION 5.10	 	Rights and Remedies Cumulative	 	 	36	 
	 
	 	SECTION 5.11	 	Delay or Omission Not a Waiver	 	 	36	 
	 
	 	SECTION 5.12	 	Control by Noteholders	 	 	36	 
	 
	 	SECTION 5.13	 	Waiver of Past Defaults	 	 	37	 
	 
	 	SECTION 5.14	 	Undertaking for Costs	 	 	37	 
	 
	 	SECTION 5.15	 	Waiver of Stay or Extension Laws	 	 	38	 
	 
	 	SECTION 5.16	 	Action on Notes	 	 	38	 
	 
	 	SECTION 5.17	 	Performance and Enforcement of Certain Obligations	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI The Trustee and the Trust Collateral Agent	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 6.1	 	Duties of Trustee	 	 	38	 
	 
	 	SECTION 6.2	 	Rights of Trustee	 	 	40	 
	 
	 	SECTION 6.3	 	Individual Rights of Trustee	 	 	41	 
	 
	 	SECTION 6.4	 	Trustee’s Disclaimer	 	 	41	 
	 
	 	SECTION 6.5	 	Notice of Defaults	 	 	41	 
	 
	 	SECTION 6.6	 	Reports by Trustee to Holders	 	 	42	 
	 
	 	SECTION 6.7	 	Compensation and Indemnity	 	 	42	 
	 
	 	SECTION 6.8	 	Replacement of Trustee	 	 	43	 
	 
	 	SECTION 6.9	 	Successor Trustee by Merger	 	 	44	 
	 
	 	SECTION 6.10	 	Appointment of Co-Trustee or Separate Trustee	 	 	44	 
	 
	 	SECTION 6.11	 	Eligibility: Disqualification	 	 	45	 
	 
	 	SECTION 6.12	 	Preferential Collection of Claims Against Issuer	 	 	46	 
	 
	 	SECTION 6.13	 	Appointment and Powers	 	 	46	 
	 
	 	SECTION 6.14	 	Performance of Duties	 	 	47	 
	 
	 	SECTION 6.15	 	Limitation on Liability	 	 	47	 
	 
	 	SECTION 6.16	 	Reliance Upon Documents	 	 	47	 
	 
	 	SECTION 6.17	 	Successor Trust Collateral Agent	 	 	48	 
	 
	 	SECTION 6.18	 	Compensation	 	 	49	 






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	 	 	 	 	 	 	Page	 
	 
	 
	 	SECTION 6.19	 	Representations and Warranties of the Trust Collateral Agent and the Issuer	 	 	49	 
	 
	 	SECTION 6.20	 	Waiver of Setoffs	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII Noteholders’ Lists and Reports	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 7.1	 	Issuer To Furnish To Trustee Names and Addresses of Noteholders	 	 	50	 
	 
	 	SECTION 7.2	 	Preservation of Information; Communications to Noteholders	 	 	50	 
	 
	 	SECTION 7.3	 	Reports by Issuer	 	 	51	 
	 
	 	SECTION 7.4	 	Reports by Trustee	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII Accounts, Disbursements and Releases	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 8.1	 	Collection of Money	 	 	51	 
	 
	 	SECTION 8.2	 	Release of Trust Estate	 	 	52	 
	 
	 	SECTION 8.3	 	Opinion of Counsel	 	 	52	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX Supplemental Indentures	 	 	53	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 9.1	 	Supplemental Indentures Without Consent of Noteholders	 	 	53	 
	 
	 	SECTION 9.2	 	Supplemental Indentures with Consent of Noteholders	 	 	54	 
	 
	 	SECTION 9.3	 	Execution of Supplemental Indentures	 	 	55	 
	 
	 	SECTION 9.4	 	Effect of Supplemental Indenture	 	 	55	 
	 
	 	SECTION 9.5	 	Conformity With Trust Indenture Act	 	 	56	 
	 
	 	SECTION 9.6	 	Reference in Notes to Supplemental Indentures	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X Redemption of Notes	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 10.1	 	Redemption.	 	 	56	 
	 
	 	SECTION 10.2	 	Form of Redemption	 	 	56	 
	 
	 	SECTION 10.3	 	Notes Payable on Redemption Date	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE XI Miscellaneous	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 11.1	 	Compliance Certificates and Opinions, etc.	 	 	57	 
	 
	 	SECTION 11.2	 	Form of Documents Delivered to Trustee	 	 	59	 
	 
	 	SECTION 11.3	 	Acts of Noteholders	 	 	60	 
	 
	 	SECTION 11.4	 	Notices, etc., to Trustee, Issuer and Rating Agencies	 	 	60	 
	 
	 	SECTION 11.5	 	Notices to Noteholders; Waiver	 	 	61	 
	 
	 	SECTION 11.6	 	[Reserved]	 	 	61	 
	 
	 	SECTION 11.7	 	Conflict with Trust Indenture Act	 	 	61	 
	 
	 	SECTION 11.8	 	Effect of Headings and Table of Contents	 	 	62	 
	 
	 	SECTION 11.9	 	Successors and Assigns	 	 	62	 
	 
	 	SECTION 11.10	 	Separability	 	 	62	 
	 
	 	SECTION 11.11	 	Benefits of Indenture	 	 	62	 
	 
	 	SECTION 11.12	 	Legal Holidays	 	 	62	 
	 
	 	SECTION 11.13	 	GOVERNING LAW	 	 	62	 
	 
	 	SECTION 11.14	 	Counterparts	 	 	62	 
	 
	 	SECTION 11.15	 	Recording of Indenture	 	 	62	 






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	 	 	 	 	 	 	Page	 
	 
	 
	 	SECTION 11.16	 	Trust Obligation	 	 	63	 
	 
	 	SECTION 11.17	 	No Petition	 	 	63	 
	 
	 	SECTION 11.18	 	Inspection	 	 	63	 
	 
	 	 	 	 	 	 	 	 
	EXHIBITS	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	EXHIBIT A-1	 	Form of Class A-1 Note	 	 	 	 
	 
	 	EXHIBIT A-2	 	Form of Class A-2 Note	 	 	 	 
	 
	 	EXHIBIT A-3	 	Form of Class A-3 Note	 	 	 	 
	 
	 	EXHIBIT B	 	Form of Class B Note	 	 	 	 
	 
	 	EXHIBIT C	 	Form of Class C Note	 	 	 	 
	 
	 	EXHIBIT D	 	Form of Class D Note	 	 	 	 
	 
	 	EXHIBIT E	 	Form of Class E Note	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULES	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SCHEDULE A	 	Representations and Warranties of the Issuer	 	 	 	 






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          INDENTURE dated as of February 22, 2006, between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST
2006-1, a Delaware statutory trust (the “Issuer”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, as trustee (the “Trustee”) and Trust
Collateral Agent (as defined below).




          Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Issuer’s Class A-1 4.78% Asset Backed Notes (the “Class A-1
Notes”), the Class A-2 5.11% Asset Backed Notes (the “Class A-2 Notes”), the Class A-3
5.11% Asset Backed Notes (the “Class A-3 Notes”, and together with the Class A-1 Notes and
the Class A-2 Notes, the “Class A Notes”), the Class B 5.20% Asset Backed Notes (the
“Class B Notes”), the Class C 5.28% Asset Backed Notes (the “Class C Notes”), the
Class D 5.49% Asset Backed Notes (the “Class D Notes”) and the Class E 6.62% Asset Backed
Notes (the “Class E Notes”, and together with the Class A Notes, the Class B Notes, the
Class C Notes and the Class D Notes, the “Notes”).




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




 









 





GRANTING CLAUSE




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




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




2









 








ARTICLE I




Definitions and Incorporation by Reference




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




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




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




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




          “Basic Documents” means this Indenture, the Certificate of Trust, the Trust Agreement,
as amended, the Sale and Servicing Agreement, the Custodian Agreement, the Lockbox Agreement, the
Underwriting Agreement, the Note Purchase Agreement and other documents and certificates delivered
in connection therewith.




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




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




          “Business Day” means a day other than a Saturday, a Sunday, legal holiday or other day
on which commercial banking institutions in the states of Delaware, Texas, Minnesota or New York or
in the city in which the corporate trust office of the Trustee under the Indenture or the Owner
Trustee under the Trust Agreement is located are authorized or obligated by law, executive order or
governmental decree to be closed.




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




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




3









 








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




          “Class A-1 Interest Rate” means 4.78% per annum (computed on the basis of a 360-day
year and the actual number of days in the related Interest Period).




          “Class A-1 Notes” means the Class A-1 4.78% Asset Backed Notes, substantially in the
form of Exhibit A-1.




          “Class A-2 Interest Rate” means 5.11% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months).




          “Class A-2 Notes” means the Class A-2 5.11% Asset Backed Notes, substantially in the
form of Exhibit A-2.




          “Class A-3 Interest Rate” means 5.11% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months).




          “Class A-3 Notes” means the Class A-3 5.11% Asset Backed Notes, substantially in the
form of Exhibit A-3.




          “Class B Interest Rate” means 5.20% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).




          “Class B Notes” means the Class B 5.20% Asset Backed Notes, substantially in the form
of Exhibit B.




          “Class C Interest Rate” means 5.28% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).




          “Class C Notes” means the Class C 5.28% Asset Backed Notes, substantially in the form
of Exhibit C.




          “Class D Interest Rate” means 5.49% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).




          “Class D Notes” means the Class D 5.49% Asset Backed Notes, substantially in the form
of Exhibit D.




          “Class E Interest Rate” means 6.62% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).




          “Class E Notes” means the Class E 6.62% Asset Backed Notes, substantially in the form
of Exhibit E.




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




4









 








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




          “Closing Date” means March 2, 2006.




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




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




          “Controlling Party” means the Trust Collateral Agent, acting on behalf of the
Noteholders.




          “Corporate Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered which office at date of the
execution of this Indenture is located at Sixth Street and Marquette Avenue, MAC N9311-161
Minneapolis, Minnesota 55479 (facsimile number (612) 667-3464, Attention: Corporate Trust Office,
or at such other address as the Trustee may designate from time to time by notice to the
Noteholders, the Servicer and the Issuer, or the principal corporate trust office of any successor
Trustee (the address of which the successor Trustee will notify the Noteholders and the Issuer).




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




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




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




          “ERISA” has the meaning specified in Section 2.4.




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




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




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




          “Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes,
the March 6, 2007 Distribution Date, (ii) the Class A-2 Notes, the July 6, 2009 Distribution Date,
(iii) the Class A-3 Notes, the October 6, 2010 Distribution Date, (iv) the Class B Notes, the March
7, 2011 Distribution Date, (v) the Class C Notes, the November 7, 2011
Distribution Date, (vi) the Class D Notes, the April 6, 2012 Distribution Date and (vii) the
Class E Notes, the May 6, 2013 Distribution Date.




5









 








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




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




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




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




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




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




6









 








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




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




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




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




          “Issuer Secured Parties” means the Trustee in respect of the Trustee Issuer Secured
Obligations.




          “Majority Noteholders” means the Holders of Notes representing a majority of the
principal balance of the most senior Class of Notes then outstanding; provided, that
neither Holders of Notes who are employees or Affiliates of the Issuer, the Seller, the Servicer or
AmeriCredit Corp. nor the Notes held by such Holders shall be counted when calculating such
majority of the related principal balance.




          “Note” means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a Class B Note, a
Class C Note, a Class D Note or a Class E Note.




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




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




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




          “Notice of Default” has the meaning set forth in Section 5.1.




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




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




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





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




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




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


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




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




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




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




          “Rating Agency” means each of Moody’s and Standard & Poor’s so long as such Persons
maintain a rating on the Notes; and if any of Moody’s or Standard & Poor’s no longer




8









 




 maintains a
rating on the Notes, such other nationally recognized statistical rating organization selected by
the Seller.





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




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




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




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




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




          “Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of
February 22, 2006 among the Issuer, the Seller, the Servicer, the Trust Collateral Agent and the
Backup Servicer, as the same may be amended or supplemented from time to time.




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




          “Termination Date” means the date on which the Trustee shall have received payment and
performance of all Trustee Issuer Secured Obligations.




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




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




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




          “Trustee” means Wells Fargo Bank, National Association, a national banking
association, not in its individual capacity but as trustee under this Indenture, or any successor
trustee under this Indenture.




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




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




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




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




          “Commission” means the Securities and Exchange Commission.




          “indenture securities” means the Notes.




          “indenture security holder” means a Noteholder.




          “indenture to be qualified” means this Indenture.




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




          “obligor” on the indenture securities means the Issuer.




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




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





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




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



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     (iii) “or” is not exclusive;




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




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



ARTICLE II




The Notes




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




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




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




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




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




          The Trustee shall, upon receipt of the Issuer Order, authenticate and deliver Class A-1 Notes
for original issue in an aggregate principal amount of $166,000,000, Class A-2 Notes for original
issue in the aggregate principal amount of $309,000,000, Class A-3 Notes for original issue in an
aggregate principal amount of $200,000,000, Class B Notes for original issue in an aggregate
principal amount of $75,000,000, Class C Notes for original issue in an aggregate principal amount
of $80,000,000, Class D Notes for original issue in an aggregate principal amount of $50,000,000,
and Class E Notes for original issue in an aggregate principal amount of $65,000,000. The Class
A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes, Class D Notes and Class
E Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5.




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          The Class A-1, Class A-2, Class A-3, Class B, Class C and Class D Notes shall be issuable as
registered Notes in the minimum denomination of $1,000 and in integral multiples thereof (except
for one Note of each class which may be issued in a denomination other than an integral multiple of
$1,000). The Class E Notes shall be issuable as registered Notes in the minimum denomination of
$100,000 and in integral multiples of $10,000 (except for one Note of each class which may be
issued in a denomination other than an integral multiple of $10,000).




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




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




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




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




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




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




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




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




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




          Notwithstanding the foregoing, in the case of any sale or other transfer of a Class A-1, Class
A-2, Class A-3, Class B, Class C or Class D Definitive Note, the transferor of such Definitive Note
shall be required to represent and warrant in writing that the prospective transferee either (a) is
not (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)), which is subject to the provisions of Title I
of ERISA, (ii) a plan (as defined in section 4975(e)(1) of the Code), which is subject to Section
4975 of the Code, or (iii) an entity whose underlying assets are deemed to be assets of a plan
described in (i) or (ii) above by reason of such plan’s investment in the entity (any such entity
described in clauses (i) through (iii), a “Benefit Plan Entity”) or (b) is a Benefit Plan
Entity and the acquisition and holding of the Definitive Note by such prospective transferee is
covered by a Department of Labor Prohibited Transaction Class Exemption. Each transferee of a
Class A-1, Class A-2, Class A-3, Class B, Class C or Class D Book Entry Note that is a Benefit Plan
Entity shall be deemed to represent that its acquisition and holding of the Book Entry Note is
covered by a Department of Labor Prohibited Transaction Class Exemption.




          Notwithstanding the foregoing, in the case of any sale or other transfer of a Class E
Definitive Note, the transferee of such Definitive Note shall be required to represent and





13









 





warrant in writing to the Note Registrar that it is not a Benefit Plan Entity. Each transferee of a Class
E Book Entry Note shall be deemed to represent that it is not a Benefit Plan Entity.




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




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




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




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




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







14









 








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




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




          SECTION 2.7 Payment of Principal and Interest; Defaulted Interest.




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




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







15









 







installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.




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




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




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




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





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



16









 






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




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




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




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




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



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




          SECTION 2.12 Definitive Notes. If (i) the Servicer advises the Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its responsibilities with
respect to the Notes, and the Servicer is unable to locate a qualified successor or (ii) after the
occurrence of an Event of Default, the Majority Noteholders advise the Trustee through the Clearing
Agency in writing that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note
Owners and the Trustee of the occurrence of any such event and of the availability of Definitive
Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Note or
Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and the Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or
the Trustee shall be liable for any







17









 







delay in delivery of such instructions and may conclusively
rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of
Definitive Notes, the Trustee shall recognize the Holders of the Definitive Notes as Noteholders.




ARTICLE III




Covenants




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




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




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




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





     (i) hold all sums held by it for the payment of amounts due with respect to the Notes
in trust for the benefit of the Persons entitled thereto until such sums shall be paid



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to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons
as herein provided;




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




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




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




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



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




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





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




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





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




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




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




     (iv) enforce any of the Collateral;




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




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


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




          SECTION 3.6 Opinions as to Trust Estate.




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








20









 







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




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




          SECTION 3.7 Performance of Obligations; Servicing of Receivables.




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




          (b) The Issuer may contract with other Persons to assist it in performing its duties under
this Indenture, and any performance of such duties by a Person identified to the Trustee in an
Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially,
the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under
this Indenture.




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








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




          (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer
or the Seller of their respective duties under the Basic Documents if the effect thereof would
adversely affect the Holders of the Notes.




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





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




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




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



          SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver to the Trustee and
the Trust Collateral Agent, within 120 days after the end of each fiscal year of the Issuer
(commencing with the fiscal year ended December 31, 2006), and otherwise in compliance with the
requirements of TIA Section 314(a)(4) an Officer’s Certificate stating, as to the Authorized
Officer signing such Officer’s Certificate, that






22









 









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




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



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




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





     (i) the Person (if other than the Issuer) formed by or surviving such consolidation or
merger shall be a Person organized and existing under the laws of the United States of
America or any state and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and interest on all Notes and the performance or
observance of every agreement and covenant of this Indenture on the part of the Issuer to be
performed or observed, all as provided herein;




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




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




     (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Trustee) to the effect that such transaction will not cause the Notes
to fail to qualify as debt for federal income tax purposes and will not cause the Issuer to
be characterized as an association (or publicly traded partnership) taxable as a corporation
for federal income tax purposes;




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




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




     (vii) the Issuer or the Person (if other than the Issuer) formed by or surviving such
consolidation or merger has a net worth, immediately after such consolidation or merger,
that is (a) greater than zero and (b) not less than the net worth of the Issuer immediately
prior to giving effect to such consolidation or merger.




23










 






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





     (i) the Person that acquires by conveyance or transfer the properties and assets of the
Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States
citizen or a Person organized and existing under the laws of the United States of America or
any state, (B) expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the
principal of and interest on all Notes and the performance or observance of every agreement
and covenant of this Indenture and each of the Basic Documents on the part of the Issuer to
be performed or observed, all as provided herein, (C) expressly agree by means of such
supplemental indenture that all right, title and interest so conveyed or transferred shall
be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise
provided in such supplemental indenture,
expressly agree to indemnify, defend and hold harmless the Issuer against and from any
loss, liability or expense arising under or related to this Indenture and the Notes and (E)
expressly agree by means of such supplemental indenture that such Person (or if a group of
persons, then one specified Person) shall prepare (or cause to be prepared) and make all
filings with the Commission (and any other appropriate Person) required by the Exchange Act
in connection with the Notes;




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




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




     (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Trustee) to the effect that such transaction will not cause the Notes
to fail to qualify as debt for federal income tax purposes and will not cause the Issuer to
be characterized as an association (or publicly traded partnership) taxable as a corporation
for federal income tax purposes;




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




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




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



24









 





          SECTION 3.11 Successor or Transferee.




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




          (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to
Section 3.10 (b), AmeriCredit Automobile Receivables Trust 2006-1 will be released from every
covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with
respect to the Notes immediately upon the delivery of written notice to the Trustee stating that
AmeriCredit Automobile Receivables Trust 2006-1 is to be so released.




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




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




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




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




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




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




          SECTION 3.18 Restricted Payments. The Issuer shall not, directly or indirectly, (i) pay
any dividend or make any distribution (by reduction of capital or otherwise),




25









 







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




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




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




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




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




ARTICLE IV




Satisfaction and Discharge




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




26









 









     (A) either




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




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




     (i) have become due and payable,




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




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




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




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




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



          SECTION 4.2 Application of Trust Money. All moneys deposited with the Trustee pursuant to
Section 4.1 hereof shall be held in trust and applied by it, in accordance with




27









 







the provisions of
the Notes, this Indenture and the other Basic Documents, to the payment, either directly or through
any Note Paying Agent, as the Trustee may determine, to the Holders of the particular Notes for the
payment or redemption of which such moneys have been deposited with the Trustee, of all sums due
and to become due thereon for principal and interest; but such moneys need not be segregated from
other funds except to the extent required herein or in the Sale and Servicing Agreement or required
by law.




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




ARTICLE V




Remedies




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





     (i) default in the payment of any interest on any Note when the same becomes due and
payable, and such default shall continue for a period of five days; or




     (ii) default in the payment of the Outstanding Amount of any Note on the applicable
Final Scheduled Distribution Date; or




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



28









 




requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or





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




     (v) the commencement by the Issuer of a voluntary case under any applicable federal or
State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent
by the Issuer to the entry of an order for relief in an involuntary case under any such law,
or the consent by the Issuer to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or
for any substantial part of the Trust Estate, or the making by the Issuer of any general
assignment for the benefit of creditors, or the failure by the Issuer generally to pay its
debts as such debts become due, or the taking of action by the Issuer in furtherance of any
of the foregoing; or




     (vi) the Issuer becoming taxable as an association or a publicly traded partnership
taxable as a corporation for federal or state income tax purposes.



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




          SECTION 5.2 Rights Upon Event of Default.




          (a) If an Event of Default shall have occurred and be continuing, the Trustee in its
discretion may, or if so requested in writing by the Majority Noteholders shall, declare by written
notice to the Issuer that the Notes become, whereupon they shall become, immediately due and
payable at par, together with accrued interest thereon.




          (b) At any time after such declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in
this Article V provided, the Majority Noteholders, by written notice to the Issuer and the Trustee,
may rescind and annul such declaration and its consequences if:





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




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



29









 






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




     (ii) all Events of Default, other than the nonpayment of the principal of the Notes
that has become due solely by such acceleration, have been cured or waived as provided in
Section 5.13.



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




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




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




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




          (c) If an Event of Default occurs and is continuing, the Trustee may in its discretion, as
more particularly provided in Section 5.4, and shall, at the direction of the Majority Noteholders,
proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate
Proceedings as the Trustee or the Trustee at the direction of such Majority
Noteholders shall deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of
any power granted herein, or to enforce any other proper remedy or legal or equitable right vested
in the Trustee by this Indenture or by law.




30









 








          (d) Notwithstanding anything to the contrary contained in this Indenture (including, without
limitation, Sections 5.4(a), 5.12, 5.13 and 5.17), if the Issuer fails to perform its obligations
under Section 10.1(b) hereof when and as due, the Trustee may in its discretion or shall, at the
written direction of the Majority Noteholders, proceed to protect and enforce its rights and the
rights of the Noteholders by such appropriate Proceedings as the Trustee or the Majority
Noteholders, as applicable, shall deem most effective to protect and enforce any such rights,
whether for specific performance of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Trustee by this Indenture or by law.




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





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




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




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




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


and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding
is hereby authorized by each of such Noteholders to make payments to the Trustee, and, in the event
that the Trustee shall consent to the making of payments directly to such Noteholders, to




31









 







pay to
the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee,
each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses
and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except
as a result of negligence or bad faith.




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




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




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




          SECTION 5.4 Remedies.




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





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




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




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




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



32









 






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




     (II) either




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




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




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



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




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




          SECTION 5.6 Priorities.




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




33









 









     FIRST: amounts due and owing and required to be distributed to the Servicer (provided
there is no Servicer Termination Event), the Lockbox Bank, the Owner Trustee, the Trustee,
the Trust Collateral Agent and Backup Servicer, respectively, pursuant to priorities (i) and
(ii) of Section 5.7(a) of the Sale and Servicing Agreement and not previously distributed,
in the order of such priorities and without limitation, preference or priority of any kind
within such priorities;




     SECOND: to the Class A Noteholders for amounts due and unpaid on the Class A Notes in
respect of interest (including any premium), ratably, without preference or priority of any
kind, according to the amounts due and payable on the Class A Notes in respect of interest
(including any premium);




     THIRD: to Holders of the Class A Notes for amounts due and unpaid on the Class A Notes
in respect of principal, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Class A Notes in respect of principal, until the
Outstanding Amount of the Class A Notes is reduced to zero;




     FOURTH: to the Class B Noteholders for amounts due and unpaid on the Class B Notes in
respect of interest (including any premium), ratably, without preference or priority of any
kind, according to the amounts due and payable on the Class B Notes in respect of interest
(including any premium);




     FIFTH: to Holders of the Class B Notes for amounts due and unpaid on the Class B Notes
in respect of principal, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Class B Notes in respect of principal, until the
Outstanding Amount of the Class B Notes is reduced to zero;




     SIXTH: to the Class C Noteholders for amounts due and unpaid on the Class C Notes in
respect of interest (including any premium), ratably, without preference or priority of any
kind, according to the amounts due and payable on the Class C Notes in respect of interest
(including any premium);




     SEVENTH: to Holders of the Class C Notes for amounts due and unpaid on the Class C
Notes in respect of principal, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Class C Notes in respect of principal, until
the Outstanding Amount of the Class C Notes is reduced to zero;




     EIGHTH: to the Class D Noteholders for amounts due and unpaid on the Class D Notes in
respect of interest (including any premium), ratably, without preference or priority of any
kind, according to the amounts due and payable on the Class D Notes in respect of interest
(including any premium);




     NINTH: to Holders of the Class D Notes for amounts due and unpaid on the Class D Notes
in respect of principal, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Class D Notes in respect of principal, until the
Outstanding Amount of the Class D Notes is reduced to zero;



34









 






     TENTH: to the Class E Noteholders for amounts due and unpaid on the Class E Notes in
respect of interest (including any premium), ratably, without preference or priority of any
kind, according to the amounts due and payable on the Class E Notes in respect of interest
(including any premium);




     ELEVENTH: to Holders of the Class E Notes for amounts due and unpaid on the Class E
Notes in respect of principal, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Class E Notes in respect of principal, until
the Outstanding Amount of the Class E Notes is reduced to zero; and




     TWELFTH: any excess amounts remaining after making the payments described in clauses
first through eleventh above, to be applied pursuant to Section 5.7(a)(xxi) of the Sale and
Servicing Agreement to the extent that any amounts payable thereunder have not been
previously paid pursuant to clauses FIRST through ELEVENTH above.


Following the occurrence of an Event of Default pursuant to 5.1(iii) (unless the Notes have been
accelerated), payments on the Notes shall be made in the order and priority set forth in Section
5.7 of the Sale and Servicing Agreement.




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




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





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




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




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




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




     (v) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Majority Noteholders;


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




35









 







preference over any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.




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




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




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




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




          SECTION 5.12 Control by Noteholders. The Majority Noteholders shall have the right to direct the time, method and place of conducting
any Proceeding for any remedy available to the Trust Collateral Agent, as Controlling Party, or the
Trustee, as applicable, with respect to the Notes or exercising any trust or power conferred on the
Controlling Party or the Trustee, as applicable; provided that





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



36









 






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




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




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


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




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




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




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




37









 








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




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




          SECTION 5.17 Performance and Enforcement of Certain Obligations.




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




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




ARTICLE VI




The Trustee and the Trust Collateral Agent




          SECTION 6.1 Duties of Trustee.




          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and the Basic Documents to which it




38









 







is a Party and
use the same degree of care and skill in its exercise as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.




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





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




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



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





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




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




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



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




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




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




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




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




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          (i) [Reserved].




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




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




          SECTION 6.2 Rights of Trustee.




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




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




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




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




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




40









 








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




          (g) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing to do so by the
Noteholders evidencing not less than 25% of the Outstanding Amount thereof; provided, however, that
if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or
the Sale and Servicing Agreement, the Trustee may require reasonable indemnity against such cost,
expense or liability as a condition to so proceeding; the reasonable expense of every such
examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be
reimbursed by the Person making such request upon demand.




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




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




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




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




41









 








          SECTION 6.6 Reports by Trustee to Holders. At the end of each calendar year, the Trustee
shall deliver to each person who at any time during the calendar year was a Noteholder a statement
as to the aggregate amounts of interest and principal paid to the Noteholder and any other
information as may be reasonably required to enable such Holder to prepare its federal and state
income tax returns.




          SECTION 6.7 Compensation and Indemnity.




          (a) Pursuant to Section 5.7(a) of the Sale and Servicing Agreement, the Issuer shall, or shall
cause the Servicer to, pay to the Trustee, the Trust Collateral Agent and the Backup Servicer
(subject to any applicable caps) from time to time compensation for its services. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Issuer shall cause the Servicer to reimburse the Trustee, the Trust Collateral Agent and the Backup
Servicer (subject to any applicable caps) for all reasonable out-of-pocket expenses incurred or
made by it, including costs of collection, in addition to the compensation for its services. Such
expenses shall include the reasonable compensation and expenses, disbursements and advances of the
Trustee’s, the Trust Collateral Agent’s and the Backup Servicer’s agents, counsel, accountants and
experts. The Issuer shall cause the Servicer to indemnify the Trustee, the Trust Collateral Agent,
the Backup Servicer and their respective officers, directors, employees and agents against any and
all loss, liability or expense (including attorneys’ fees and expenses) incurred by each of them in
connection with the acceptance or the administration of this Trust and the performance of its
duties hereunder. The Trustee, the Trust Collateral Agent or the Backup Servicer shall notify the
Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the
Trustee, the Trust Collateral Agent or the Backup Servicer to so notify the Issuer and the Servicer
shall not relieve the Issuer of its obligations hereunder or the Servicer of its obligations under
Article XI of the Sale and Servicing Agreement. The Issuer shall cause the Servicer to defend the
claim, and the Trustee, the Trust Collateral Agent or the Backup Servicer may have separate counsel
and the Issuer shall cause the Servicer to pay the fees and expenses of such counsel. Neither the
Issuer nor the Servicer need to reimburse any expense or indemnify against any loss, liability or
expense incurred by the
Trustee, Trust Collateral Agent or the Backup Servicer through the Trustee’s, Trust Collateral
Agent’s or the Backup Servicer’s own willful misconduct, negligence or bad faith.




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




42









 








          SECTION 6.8 Replacement of Trustee. The Trustee may resign at any time by so notifying the
Issuer. The Issuer may and shall, remove the Trustee, if:





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




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




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




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




     (v) the Trustee otherwise becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer
shall promptly appoint a successor Trustee.




          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
retiring Trustee under this Indenture subject to satisfaction of the Rating Agency Condition. The
successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee.




          If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Issuer or the Majority Noteholders may petition any court
of competent jurisdiction for the appointment of a successor Trustee.




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




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




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




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




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




          SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.




          (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the
time be located, the Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part
hereof, and, subject to the other provisions of this Section, such powers, duties, obligations,
rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.8 hereof.




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





     (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee and such
separate trustee or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any particular act




44









 






or
acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be
exercised and performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;




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




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



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




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




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




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




          Within 90 days after ascertaining the occurrence of an Event of Default which shall not have
been cured or waived, unless authorized by the Commission, the Trustee shall resign with respect to
the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and/or the Class E Notes
in accordance with Section 6.8 of this Indenture, and the Issuer shall




45









 







appoint a successor Trustee
for each of such Classes, as applicable, so that there will be separate Trustees for the the Class
A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes. In the
event the Trustee fails to comply with the terms of the preceding sentence, the Trustee shall
comply with clauses (ii) and (iii) of TIA Section 310(b).




          In the case of the appointment hereunder of a successor Trustee with respect to any Class of
Notes pursuant to this Section 6.11, the Issuer, the retiring Trustee and the successor Trustee
with respect to such Class of Notes shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Notes of the Class to which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Classes of Notes, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Notes of each Class as to which the retiring
Trustee is not retiring shall continue to be vested in the Trustee and (iii) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be a trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee; and upon the
removal of the retiring Trustee shall become effective to the extent provided herein.




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




          SECTION 6.13 Appointment and Powers. Subject to the terms and conditions hereof, each of
the Issuer Secured Parties hereby appoints Wells Fargo Bank, National Association, as the Trust
Collateral Agent with respect to the Collateral, and Wells Fargo Bank, National Association hereby
accepts such appointment and agrees to act as Trust Collateral Agent with respect to the Collateral
for the Issuer Secured Parties, to maintain custody and possession of such Collateral (except as
otherwise provided hereunder) and to perform the other duties of the Trust Collateral Agent in
accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer
Secured Party hereby authorizes the Trust Collateral Agent to take such action on its behalf, and
to exercise such rights, remedies, powers and privileges hereunder, as the Trustee may direct and
as are specifically authorized to be exercised by the Trust Collateral Agent by the terms hereof,
together with such actions, rights, remedies, powers and privileges as are reasonably incidental
thereto, including, but not limited to, the execution of any powers of attorney. The Trustee shall
act upon and in compliance with the written instructions of the Controlling Party delivered
pursuant to this Indenture promptly following receipt of such written instructions; provided that
neither the Trustee nor the Trust Collateral Agent shall act upon its own accord or in accordance
with any instructions if such actions (i) are not authorized by, or in violation of the provisions
of, this Indenture, (ii) are in violation of any applicable law, rule or regulation or (iii) with
respect to actions for which the Trustee has been




46









 







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




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




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




          SECTION 6.16 Reliance Upon Documents. In the absence of negligence, bad faith or willful
misconduct on its part, the Trust Collateral Agent shall be entitled to conclusively rely on any
communication, instrument, paper or other document reasonably believed by it to be genuine and
correct and to have been signed or sent by the proper Person or Persons and shall




47









 







have no liability
in acting, or omitting to act, where such action or omission to act is in reasonable reliance upon
any statement or opinion contained in any such document or instrument.




          SECTION 6.17 Successor Trust Collateral Agent.




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




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




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




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




48









 







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




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




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




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




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




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




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




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          (e) No Conflicts. The execution and delivery of each Basic Document to which it is a
party by the Trust Collateral Agent and the performance by the Trust Collateral Agent of its
obligations thereunder, in its capacity as Trust Collateral Agent or otherwise, do not conflict
with or result in any violation of (i) any law or regulation of the United States of America
governing the banking or trust powers of the Trust Collateral Agent or (ii) the articles of
incorporation and by-laws of the Trust Collateral Agent.




          (f) No Actions. To the best of the Trust Collateral Agent’s knowledge, there are no
actions, proceedings or investigations known to the Trust Collateral Agent, either pending or
threatened in writing, before any court, regulatory body, administrative agency or other tribunal
or governmental instrumentality which would, if adversely determined, affect in any material
respect the consummation, validity or enforceability against the Trust Collateral Agent, in its
capacity as Trust Collateral Agent or otherwise, of any Basic Document.




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




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




ARTICLE VII




Noteholders’ Lists and Reports




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




          SECTION 7.2 Preservation of Information; Communications to Noteholders.




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




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




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




          SECTION 7.3 Reports by Issuer.




          (a) The Issuer shall:





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




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




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



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




          SECTION 7.4 Reports by Trustee. If required by TIA § 313(a), within 60 days after each May
31, beginning with May 31, 2007, the Trustee shall mail to each Noteholder as required by TIA §
313(c) a brief report dated as of such date that complies with TIA § 313(a). The Trustee also
shall comply with TIA § 313(b).




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




ARTICLE VIII




Accounts, Disbursements and Releases




          SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the
Trustee may demand payment or delivery of, and shall receive and collect, directly and without
intervention or assistance of any fiscal agent or other intermediary, all money and




51









 







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




          SECTION 8.2 Release of Trust Estate.




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




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




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




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ARTICLE IX




Supplemental Indentures




          SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.




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





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




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




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




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




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




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




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



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




53









 








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




          SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The Issuer and the
Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and
with the consent of the Majority Noteholders, by Act of such Holders delivered to the Issuer and
the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes
under this Indenture; provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:





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




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




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




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




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



54









 






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




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




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



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




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




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




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




          SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture
of the Trustee, the Issuer and the Holders of the Notes shall thereafter be




55









 







determined, exercised
and enforced hereunder subject in all respects to such modifications and amendments, and all the
terms and conditions of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.




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




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




ARTICLE X




Redemption of Notes




          SECTION 10.1 Redemption.




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




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




          SECTION 10.2 Form of Redemption. Notice of redemption under Section 10.1(a) shall be given
by the Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed prior to
the applicable Redemption Date to each Holder of Notes, as of the




56









 







close of business on the Record
Date preceding the applicable Redemption Date, at such Holder’s address appearing in the Note
Register.




          All notices of redemption shall state:





   (i) the Redemption Date;




   (ii) the Redemption Price;




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




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



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




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




ARTICLE XI




Miscellaneous




          SECTION 11.1 Compliance Certificates and Opinions, etc.




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




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




57









 









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




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




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




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




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




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




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




     (iv) Whenever the Issuer is required to furnish to the Trustee an Officer’s Certificate
certifying or stating the opinion of any signer thereof as to the matters



58









 






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




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



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




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




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




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




59









 







however, be construed to affect the Trustee’s right to rely upon the truth and accuracy of any
statement or opinion contained in any such document as provided in Article VI.




          SECTION 11.3 Acts of Noteholders.




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




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




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




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




          SECTION 11.4 Notices, etc., to Trustee, Issuer and Rating Agencies. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided
or permitted by this Indenture to be made upon, given or furnished to or filed with:




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




          (b) The Issuer by the Trustee or by any Noteholder shall be sufficient for every purpose
hereunder if personally delivered, delivered by overnight courier or mailed certified mail, return
receipt requested and shall deemed to have been duly given upon receipt to the Issuer addressed to:
AmeriCredit Automobile Receivables Trust 2006-1, in care of Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration, or at any other address




60









 







previously furnished in writing to the Trustee by Issuer.
The Issuer shall promptly transmit any notice received by it from the Noteholders to the Trustee.




          (c) Notices required to be given to the Rating Agencies by the Issuer, the Trustee or the
Owner Trustee shall be in writing, personally delivered, electronically delivered, delivered by
overnight courier or mailed certified mail, return receipt requested to (i) in the case of Moody’s,
at the following address: Moody’s Investors Service, Inc., 99 Church Street, New York, New York
10007; and (ii) in the case of Standard & Poor’s, via electronic delivery to
Servicer_reports@sandp.com; for any information not available in electronic format, send hard
copies to: Standard & Poor’s Ratings Services, 55 Water Street, 41st floor, New York, New York
10041, Attention: ABS Surveillance Group; or as to each of the foregoing, at such other address as
shall be designated by written notice to the other parties.




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




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




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




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




          SECTION 11.6 [Reserved]




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




          The provisions of TIA §§ 310 through 317 that impose duties on any person (including the
provisions automatically deemed included herein unless expressly excluded by




61









 







this Indenture) are a part of and govern this Indenture, whether or not physically contained
herein.




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




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




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




          SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or
implied, shall give to any Person, other than the parties hereto and their successors hereunder,
and the Noteholders, and any other party secured hereunder, and any other person with an Ownership
interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.




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




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




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




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




62









 








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




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




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




63









 







nature of the information being disclosed,
or (iii) any other disclosure authorized by the Servicer or the Issuer.




[SIGNATURE PAGE FOLLOWS]




64









 








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




	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1,
	 
	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, not in its individual

capacity but solely as Owner Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michele C. Harra
	 

	 	 	 	 
	 

	 	 	 	Name: Michele C. Harra
	 

	 	 	 	Title: Financial Services Officer
	 
	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Trustee and Trust
Collateral Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Marianna C. Stershic
	 

	 	 	 	 
	 

	 	 	 	Name: Marianna C. Stershic
	 

	 	 	 	Title: Vice President






 









 






EXHIBIT A-1





			
	REGISTERED
	 	$166,000,000              





No. RB A-1




SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 03061N JT 7




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




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




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1




CLASS A-1 4.78% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2006-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ONE
HUNDRED SIXTY-SIX MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is $166,000,000 and the
denominator of which is $166,000,000 by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-1 Notes pursuant to the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be due and payable on
the March 6, 2007 Distribution Date (the “Final Scheduled Distribution Date”). The Issuer
will pay interest on this Note at the rate per annum shown above on each Distribution Date until
the principal of this Note is paid or made available for payment. Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on which interest has been
paid to but excluding such Distribution Date or, if no interest has yet been paid, from March 2,
2006. Interest will be computed on the basis of a 360-day year and the actual number of days in
the related Interest Period. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.




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




 









 







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




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




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




A-1-2









 








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




	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1
	 
	 	 	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, not in its individual

capacity but solely as Owner Trustee under the Trust

Agreement
	 
	 	 	 	 
	 

	 	by	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




	 	 	 	 	 
	Date: March 2, 2006	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its

individual capacity but solely as Trustee
	 
	 	 	 	 
	 

	 	by	 	 
	 

	 	 	 	 
	 	 	Authorized Signer






A-1-3









 






[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-1 4.78% Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under an
Indenture dated as of February 22, 2006 (such indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as
trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and
as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor
Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the
Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have
the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.




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




          Principal of the Class A-1 Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day, commencing April 6, 2006.
The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution
Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture. All principal payments on the
Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto.




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




A-1-4









 







transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed
for such purposes located in Minneapolis, Minnesota.




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




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




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




          Prior to the due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this




A-1-5









 







Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.




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




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




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




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




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




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




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic




A-1-6









 







Documents, in the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Note.




A-1-7









 








ASSIGNMENT



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




	 	 	 	 	 
	 

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

	 	 	 	 
	 

	 	 	 	(name and address of assignee)





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




	 	 	 	 	 	 	 	 	 
	Dated

	 	 	1
	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 




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




A-1-8









 










EXHIBIT A-2




			
	 	 	 
	REGISTERED
	 	$309,000,000          
	 	 	 
	No. RB A-2	 	 






SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 03061N JU 4




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




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




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1




CLASS A-2 5.11% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2006-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of THREE
HUNDRED NINE MILLION DOLLARS payable on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $309,000,000 and the denominator
of which is $309,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the Class A-2 Notes pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on the July
6, 2009 Distribution Date (the “Final Scheduled Distribution Date”). The Issuer will pay
interest on this Note at the rate per annum shown above on each Distribution Date until the
principal of this Note is paid or made available for payment. Interest on this Note will accrue
for each Distribution Date from the most recent Distribution Date on which interest has been paid
to but excluding such Distribution Date or, if no interest has yet been paid, from March 2, 2006.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the reverse hereof.




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




 









 







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




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




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




A-2-2









 








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




	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1
	 
	 	 	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, not in its individual

capacity but solely as Owner Trustee under the Trust

Agreement
	 
	 	 	 	 
	 

	 	by	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




	 	 	 	 	 
	Date: March 2, 2006	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its

individual capacity but solely as Trustee
	 
	 	 	 	 
	 

	 	by	 	 
	 

	 	 	 	 
	 	 	Authorized Signer






A-2-3









 






[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-2 5.11% Asset Backed Notes (herein called the “Class A-2 Notes”), all issued under an
Indenture dated as of February 22, 2006 (such indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as
trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and
as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor
Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the
Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have
the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.




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




          Principal of the Class A-2 Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day, commencing April 6, 2006.
The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture. All principal payments on the
Class A-2 Notes shall be made pro rata to the Class A-2 Noteholders entitled thereto.




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




A-2-4









 







transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed
for such purposes located in Minneapolis, Minnesota.




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




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




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




          Prior to the due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this




A-2-5









 







Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.




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




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




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




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




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




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




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic




A-2-6









 







Documents, in the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Note.




A-2-7









 








ASSIGNMENT



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




	 	 	 	 	 
	 

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

	 	 	 	 
	 

	 	 	 	(name and address of assignee)





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




	 	 	 	 	 	 	 	 	 
	Dated

	 	 	1
	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 




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




A-2-8









 










EXHIBIT A-3




			
	 	 	 
	REGISTERED
	 	$200,000,000          
	 	 	 
	No. RB A-3	 	 






SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 03061N JV 2




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




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




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1




CLASS A-3 5.11% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2006-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO
HUNDRED MILLION DOLLARS payable on each Distribution Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $200,000,000 and the denominator of which
is $200,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A-3 Notes pursuant to the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the October 6, 2010
Distribution Date (the “Final Scheduled Distribution Date”). The Issuer will pay interest
on this Note at the rate per annum shown above on each Distribution Date until the principal of
this Note is paid or made available for payment. Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from March 2, 2006.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the reverse hereof.




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




 









 







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




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




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




A-3-2









 








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




	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1
	 
	 	 	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, not in its individual

capacity but solely as Owner Trustee under the Trust

Agreement
	 
	 	 	 	 
	 

	 	by	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




	 	 	 	 	 
	Date: March 2, 2006	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its

individual capacity but solely as Trustee
	 
	 	 	 	 
	 

	 	by	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signer






A-3-3









 






[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-3 5.11% Asset Backed Notes (herein called the “Class A-3 Notes”), all issued under an
Indenture dated as of February 22, 2006 (such indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as
trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and
as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor
Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the
Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have
the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.




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




          Principal of the Class A-3 Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day, commencing April 6, 2006.
The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution
Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture. All principal payments on the
Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.




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




A-3-4









 







transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed
for such purposes located in Minneapolis, Minnesota.




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




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




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




          Prior to the due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this




A-3-5









 







Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.




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




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




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




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




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




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




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic




A-3-6









 







Documents, in the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Note.




A-3-7









 








ASSIGNMENT



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




	 	 	 	 	 
	 

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

	 	 	 	 
	 

	 	 	 	(name and address of assignee)





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




	 	 	 	 	 	 	 	 	 
	Dated

	 	 	1
	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 




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






A-3-8










 






EXHIBIT B




	 	 	 	 	 
	REGISTERED

	 	$	75,000,000	 






No. RB B




SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 03061N JW 0




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




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




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1




CLASS B 5.20% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2006-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
SEVENTY-FIVE MILLION DOLLARS payable on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $75,000,000 and the denominator of
which is $75,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the Class B Notes pursuant to the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on the March 7, 2011
Distribution Date (the “Final Scheduled Distribution Date”). The Issuer will pay interest
on this Note at the rate per annum shown above on each Distribution Date until the principal of
this Note is paid or made available for payment. Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from March 2, 2006.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the reverse hereof.




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





 









 







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




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




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






B-2









 








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




	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES
	 	 	TRUST 2006-1	 	 
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, not in its
	 	 	individual capacity but solely as Owner Trustee under
	 	 	the Trust Agreement
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




	 	 	 	 	 	 	 
	Date: March 2, 2006	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, not in its individual capacity but
	 	 	solely as Trustee
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Authorized Signer	 	 






B-3









 






[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class B
5.20% Asset Backed Notes (herein called the “Class B Notes”), all issued under an Indenture
dated as of February 22, 2006 (such indenture, as supplemented or amended, is herein called the
“Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee
(the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust
Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.




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




          Principal of the Class B Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day, commencing April 6, 2006.
The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution
Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture. All principal payments on the
Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto.




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





B-4









 







transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed
for such purposes located in Minneapolis, Minnesota.




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




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




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




          Prior to the due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this






B-5









 







Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.




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




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




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




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




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




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




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic





B-6









 







Documents, in the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Note.




B-7









 








ASSIGNMENT



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




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




(name and address of assignee)



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




	 	 	 	 	 	 	 	 	 
	Dated

	 	 	1	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 




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




B-8









 










EXHIBIT C




	 	 	 	 	 
	REGISTERED

	 	$	80,000,000	 






No. RB C




SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 03061N JX 8




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




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




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1




CLASS C 5.28% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2006-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of EIGHTY
MILLION DOLLARS payable on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $80,000,000 and the denominator of which is
$80,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class C Notes pursuant to the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the November 7, 2011
Distribution Date (the “Final Scheduled Distribution Date”). The Issuer will pay interest
on this Note at the rate per annum shown above on each Distribution Date until the principal of
this Note is paid or made available for payment. Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from March 2, 2006.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the reverse hereof.




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





 









 







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




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




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








C-2









 








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




	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES
	 	 	TRUST 2006-1
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, not in its
	 	 	individual capacity but solely as Owner Trustee under
	 	 	the Trust Agreement
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




	 	 	 	 	 	 	 
	Date: March 2, 2006	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, not in its individual capacity but
	 	 	solely as Trustee
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signer	 	 






C-3









 






[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class C
5.28% Asset Backed Notes (herein called the “Class C Notes”), all issued under an Indenture
dated as of February 22, 2006 (such indenture, as supplemented or amended, is herein called the
“Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee
(the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust
Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.




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




          Principal of the Class C Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day, commencing April 6, 2006.
The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution
Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture. All principal payments on the
Class C Notes shall be made pro rata to the Class C Noteholders entitled thereto.




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







C-4









 







transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed
for such purposes located in Minneapolis, Minnesota.



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



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



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



            Prior to the due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this






C-5









 







Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.




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




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




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




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




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




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




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic






C-6









 







Documents, in the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Note.




C-7









 








ASSIGNMENT




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




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




(name and address of assignee)



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




	 	 	 	 	 	 	 	 	 
	Dated

	 	 	1	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 




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




C-8









 










EXHIBIT D




	 	 	 	 	 
	REGISTERED

	 	$	50,000,000	 






No. RB D




SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 03061N JY 6




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




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




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1




CLASS D 5.49% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2006-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIFTY
MILLION DOLLARS payable on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $50,000,000 and the denominator of which is
$50,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class D Notes pursuant to the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the April 6, 2012
Distribution Date (the “Final Scheduled Distribution Date”). The Issuer will pay interest
on this Note at the rate per annum shown above on each Distribution Date until the principal of
this Note is paid or made available for payment. Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from March 2, 2006.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the reverse hereof.




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





 









 







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




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




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







D-2









 








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




	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES
	 	 	TRUST 2006-1
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, not in its
	 	 	individual capacity but solely as Owner Trustee under
	 	 	the Trust Agreement
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




	 	 	 	 	 	 	 
	Date: March 2, 2006	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, not in its individual capacity but
	 	 	solely as Trustee
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signer	 	 






D-3









 






[REVERSE OF NOTE]




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class D
5.49% Asset Backed Notes (herein called the “Class D Notes”), all issued under an Indenture
dated as of February 22, 2006 (such indenture, as supplemented or amended, is herein called the
“Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee
(the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust
Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.




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




          Principal of the Class D Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day, commencing April 6, 2006.
The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution
Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture. All principal payments on the
Class D Notes shall be made pro rata to the Class D Noteholders entitled thereto.




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







D-4









 







transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed
for such purposes located in Minneapolis, Minnesota.




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




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




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




          Prior to the due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this






D-5









 







Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.




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




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




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




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




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




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




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic







D-6









 







Documents, in the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Note.




D-7









 








ASSIGNMENT




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




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




(name and address of assignee)



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




	 	 	 	 	 	 	 	 	 
	Dated

	 	 	1	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 




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




D-8









 










EXHIBIT E




	 	 	 	 	 
	REGISTERED

	 	$	65,000,000	 






No. RB E




SEE REVERSE FOR CERTAIN DEFINITIONS




CUSIP NO. 03061N JZ 3




          THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED
STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS NOTE THE HOLDER OF THIS NOTE IS
DEEMED TO REPRESENT TO AFS SENSUB CORP. (THE “SELLER”) AND THE OWNER TRUSTEE THAT IT (I) IS
A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A
“QIB”) AND IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (II) IS AN “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501 UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”) AND IS ACQUIRING SUCH NOTE
FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS
(WHICH OTHERS ALSO ARE ACCREDITED INVESTORS) TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON REGULATION D OR (III) IN CONNECTION WITH SALES OTHER THAN THE INITIAL SALE OF
THIS NOTE BY AN INITIAL PURCHASER, IS OTHERWISE ACQUIRING THIS NOTE IN A TRANSACTION EXEMPT FROM
THE SECURITIES ACT.




          NO SALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE BY ANY PERSON UNLESS (I) SUCH SALE,
PLEDGE OR OTHER TRANSFER IS MADE TO THE SELLER, (II) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A
PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB ACTING FOR ITS OWN
ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS
ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A OR (III) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO REGULATION D UNDER
THE SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR
REASONABLY BELIEVES AFTER DUE INQUIRY IS AN ACCREDITED INVESTOR ACTING FOR ITS OWN ACCOUNT (AND NOT
FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED
INVESTORS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE







 









 







IN RELIANCE ON REGULATION D OR (IV) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A
TRANSFER EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE
OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE
CERTIFY TO THE OWNER TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH
CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE SELLER, AND
(B) THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE
OF THE SELLER OR THE OWNER TRUSTEE) SATISFACTORY TO THE SELLER AND THE OWNER TRUSTEE TO THE EFFECT
THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OR THE APPLICABLE STATE SECURITIES LAWS. ANY
ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB
INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE NOTES FOR ALL
PURPOSES.




          EACH PURCHASER OR TRANSFEREE OF A BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT, AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF, (A) AN
“EMPLOYEE BENEFIT PLAN” (WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A
“PLAN” (WITHIN THE MEANING OF SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) AN ENTITY WHOSE UNDERLYING
ASSETS ARE DEEMED TO BE ASSETS OF A PLAN DESCRIBED IN (A) OR (B) BY REASON OF SUCH PLAN’S
INVESTMENT IN THE ENTITY.




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








E-2









 








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




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1




CLASS E 6.62% ASSET BACKED NOTE




          AmeriCredit Automobile Receivables Trust 2006-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
SIXTY-FIVE MILLION DOLLARS payable on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $65,000,000 and the denominator of
which is $65,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the Class E Notes pursuant to the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on the May 6, 2013
Distribution Date (the “Final Scheduled Distribution Date”). The Issuer will pay interest
on this Note at the rate per annum shown above on each Distribution Date until the principal of
this Note is paid or made available for payment. Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from March 2, 2006.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the reverse hereof.




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




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




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




E-3









 








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




	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES
	 	 	TRUST 2006-1
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, not in its
	 	 	individual capacity but solely as Owner Trustee under
	 	 	the Trust Agreement
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




	 	 	 	 	 	 	 
	Date: March 2, 2006	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, not in its individual capacity but
	 	 	solely as Trustee
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signer]	 	 






E-4









 






REVERSE OF NOTE




          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class E
6.62% Asset Backed Notes (herein called the “Class E Notes”), all issued under an Indenture
dated as of February 22, 2006 (such indenture, as supplemented or amended, is herein called the
“Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee
(the “Trustee”, which term includes any successor Trustee under the Indenture) and as trust
collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust
Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee
and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.




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




          Principal of the Class E Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the sixth day of each month, or,
if any such date is not a Business Day, the next succeeding Business Day, commencing April 6, 2006.
The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution
Date.




          As described above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant
to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall
be due and payable on the Redemption Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture. All principal payments on the
Class E Notes shall be made pro rata to the Class E Noteholders entitled thereto.




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






E-5









 







transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the
Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed
for such purposes located in Minneapolis, Minnesota.




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




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




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




          Prior to the due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this







E-6









 







Note (as of the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.




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




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




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




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




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




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




          Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic






E-7









 







Documents, in the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Note.




E-8









 








ASSIGNMENT




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




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




(name and address of assignee)



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




	 	 	 	 	 	 	 	 	 
	Dated

	 	 	1	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guaranteed:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 




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




E-9









 










SCHEDULE A




REPRESENTATIONS AND WARRANTIES OF THE ISSUER




Representations and Warranties Regarding the Receivables:





1. Security Interest in Financed Vehicle. This Indenture creates a valid and
continuing security interest (as defined in the applicable UCC) in the Receivables in favor
of the Trust Collateral Agent, which security interest is prior to all other Liens, and is
enforceable as such as against creditors of and purchasers from the Seller. The Issuer owns
and has good and marketable title to the Receivables free and clear of any Lien (other than
the Lien in favor of the Trust Collateral Agent), claim or encumbrance of any Person.




2. All Filings Made. The Issuer has taken all steps necessary to perfect the Trust
Collateral Agent’s security interest in the property securing the Receivables, provided
that, if not done as of the Closing Date, the Issuer will cause, within ten days of the
Closing Date, the filing of all appropriate financing statements in the proper filing office
in the State of Delaware under applicable law in order to perfect the security interest in
the Receivables granted to the Trust Collateral Agent hereunder.




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




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




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



Sch. A-1









 






Dealer Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments or Third-Party
Lender Assignments or to payments due under such Receivables.




6. Possession of Original Copies. The Servicer, as Custodian on behalf of the
Issuer, has in its possession all original copies of the contracts that constitute or
evidence the Receivable.




Sch. A-2