exv4w2



 







	 
	Exhibit 4.2

	EXECUTION COPY

	 

	 








AMENDED AND RESTATED




TRUST AGREEMENT




between




AFS SENSUB CORP.

Seller




and




WILMINGTON TRUST COMPANY

Owner Trustee




Dated as of February 22, 2006




 





 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I. DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 1.1.
	 	Capitalized Terms	 	 	1	 
	SECTION 1.2.
	 	Other Definitional Provisions	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE II. ORGANIZATION	 	 	4	 
	 
	 	 	 	 	 	 
	SECTION 2.1.
	 	Name	 	 	4	 
	SECTION 2.2.
	 	Office	 	 	4	 
	SECTION 2.3.
	 	Purposes and Powers	 	 	4	 
	SECTION 2.4.
	 	Appointment of Owner Trustee	 	 	5	 
	SECTION 2.5.
	 	Initial Capital Contribution of Trust Estate	 	 	5	 
	SECTION 2.6.
	 	Declaration of Trust	 	 	5	 
	SECTION 2.7.
	 	Title to Trust Property	 	 	5	 
	SECTION 2.8.
	 	Situs of Trust	 	 	6	 
	SECTION 2.9.
	 	Representations and Warranties of the Depositor	 	 	6	 
	SECTION 2.10.
	 	Covenants of the Certificateholder	 	 	7	 
	SECTION 2.11.
	 	Federal Income Tax Treatment of the Trust	 	 	7	 
	SECTION 2.12.
	 	[Reserved]	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 3.1.
	 	Initial Ownership	 	 	8	 
	SECTION 3.2.
	 	The Certificate	 	 	8	 
	SECTION 3.3.
	 	Authentication of Certificate	 	 	8	 
	SECTION 3.4.
	 	Registration of Transfer and Exchange of Certificate	 	 	9	 
	SECTION 3.5.
	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	 	10	 
	SECTION 3.6.
	 	Persons Deemed Certificateholders	 	 	10	 
	SECTION 3.7.
	 	Maintenance of Office or Agency	 	 	10	 
	SECTION 3.8.
	 	Disposition in Whole But Not in Part	 	 	10	 
	SECTION 3.9.
	 	ERISA Restrictions	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 4.1.
	 	Prior Notice to Holder with Respect to Certain Matters	 	 	11	 
	SECTION 4.2.
	 	Action by Certificateholder with Respect to Certain Matters	 	 	12	 
	SECTION 4.3.
	 	Restrictions on
Certificateholder’s Power	 	 	12	 
	SECTION 4.4.
	 	[Reserved]	 	 	12	 
	SECTION 4.5.
	 	Action with Respect to Bankruptcy Action	 	 	12	 
	SECTION 4.6.
	 	Covenants and Restrictions on Conduct of Business	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE	 	 	15	 
	 
	 	 	 	 	 	 
	SECTION 5.1.
	 	General Authority	 	 	15	 
	SECTION 5.2.
	 	General Duties	 	 	15	 
	SECTION 5.3.
	 	Action upon Instruction	 	 	15	 
	SECTION 5.4.
	 	No Duties Except as Specified in this Agreement or in Instructions	 	 	16	 






 









 







	 	 	 	 	 	 	 
	SECTION 5.5.
	 	No Action Except under Specified Documents or Instructions	 	 	17	 
	SECTION 5.6.
	 	Restrictions	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE VI. CONCERNING THE OWNER TRUSTEE	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 6.1.
	 	Acceptance of Trusts and Duties	 	 	17	 
	SECTION 6.2.
	 	Furnishing of Documents	 	 	18	 
	SECTION 6.3.
	 	Representations and Warranties	 	 	19	 
	SECTION 6.4.
	 	Reliance; Advice of Counsel	 	 	19	 
	SECTION 6.5.
	 	Not Acting in Individual Capacity	 	 	20	 
	SECTION 6.6.
	 	Owner Trustee Not Liable for Certificate or Receivables	 	 	20	 
	SECTION 6.7.
	 	Owner Trustee May Own Notes	 	 	20	 
	SECTION 6.8.
	 	Payments from Owner Trust Estate	 	 	21	 
	SECTION 6.9.
	 	Doing Business in Other Jurisdictions	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE VII. COMPENSATION OF OWNER TRUSTEE	 	 	21	 
	 
	 	 	 	 	 	 
	SECTION 7.1.
	 	Owner Trustee’s Fees and Expenses	 	 	21	 
	SECTION 7.2.
	 	Indemnification	 	 	21	 
	SECTION 7.3.
	 	Payments to the Owner Trustee	 	 	22	 
	SECTION 7.4.
	 	Non-recourse Obligations	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE VIII. TERMINATION OF TRUST AGREEMENT	 	 	22	 
	 
	 	 	 	 	 	 
	SECTION 8.1.
	 	Termination of Trust Agreement	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES	 	 	23	 
	 
	 	 	 	 	 	 
	SECTION 9.1.
	 	Eligibility Requirements for Owner Trustee	 	 	23	 
	SECTION 9.2.
	 	Resignation or Removal of Owner Trustee	 	 	24	 
	SECTION 9.3.
	 	Successor Owner Trustee	 	 	24	 
	SECTION 9.4.
	 	Merger or Consolidation of Owner Trustee	 	 	25	 
	SECTION 9.5.
	 	Appointment of Co-Trustee or Separate Trustee	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE X. MISCELLANEOUS	 	 	26	 
	 
	 	 	 	 	 	 
	SECTION 10.1.
	 	Supplements and Amendments	 	 	26	 
	SECTION 10.2.
	 	No Legal Title to Owner Trust Estate in Certificateholder	 	 	27	 
	SECTION 10.3.
	 	Limitations on Rights of Others	 	 	28	 
	SECTION 10.4.
	 	Notices	 	 	28	 
	SECTION 10.5.
	 	Severability	 	 	28	 
	SECTION 10.6.
	 	Separate Counterparts	 	 	28	 
	SECTION 10.7.
	 	Assignments	 	 	28	 
	SECTION 10.8.
	 	No Recourse	 	 	28	 
	SECTION 10.9.
	 	Headings	 	 	29	 
	SECTION 10.10.
	 	GOVERNING LAW	 	 	29	 
	SECTION 10.11.
	 	Servicer	 	 	29	 
	SECTION 10.12.
	 	Nonpetition Covenants	 	 	29	 
	SECTION 10.13.
	 	[Reserved]	 	 	29	 






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EXHIBITS




	 	 	 
	Exhibit A

	 	Form of Certificate
	Exhibit B

	 	Form of Certificate of Trust






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          This AMENDED AND RESTATED TRUST AGREEMENT dated as of February 22, 2006 between AFS SENSUB
CORP., a Nevada corporation (the “Seller”), and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as Owner Trustee, amends and restates in its entirety that certain Trust
Agreement dated as of February 9, 2006 between the Seller and the Owner Trustee.




ARTICLE I.



Definitions




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




          “AmeriCredit” shall mean AmeriCredit Financial Services, Inc.




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




          “Bankruptcy Action” shall have the meaning assigned to such term in Section 4.5(a).




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




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




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




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




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




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




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




          “Corporate Trust Office” shall mean, with respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or at such
other address as the Owner Trustee may designate by notice to the Depositor, or the




 









 





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



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




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




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




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




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




          “Indenture” shall mean the Indenture dated as of February 22, 2006, among the Issuer
and Wells Fargo Bank, National Association, as Trust Collateral Agent and Trustee, as the same may
be amended and supplemented from time to time.




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




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




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




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




          “Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement dated as of
February 22, 2006, among the Trust, the Seller, AmeriCredit Financial Services, Inc., the Trust
Collateral Agent and the Backup Servicer, as the same may be amended and supplemented from time to
time.




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




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




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




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




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




          SECTION 1.2. Other Definitional Provisions.




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




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




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




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




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




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ARTICLE II.



Organization




          SECTION 2.1. Name




          There is hereby formed a trust to be known as “AmeriCredit Automobile Receivables Trust
2006-1,” in which name the Owner Trustee may conduct the business of the Trust, make and execute
contracts and other instruments on behalf of the Trust and sue and be sued.




          SECTION 2.2. Office




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




          SECTION 2.3. Purposes and Powers.




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





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




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




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




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




   (v) to engage in those activities, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or
connected therewith (including the sale, from time to time, of Receivables at the direction
of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement) and the
filing of state business licenses (and any renewal thereof) as prepared and instructed by
the Certificateholder or Servicer, including a Sales Finance Company Application (and any
renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a
Financial Regulation Application (and any renewal thereof) with the Maryland Department of
Labor, Licensing and Regulation; and



4









 







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



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



          SECTION 2.4. Appointment of Owner Trustee




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




          SECTION 2.5. Initial Capital Contribution of Trust Estate




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




          SECTION 2.6. Declaration of Trust




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




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




          SECTION 2.7. Title to Trust Property.




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





5









 








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




          SECTION 2.8. Situs of Trust




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




          SECTION 2.9. Representations and Warranties of the Depositor




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




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




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




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




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




6









 





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




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




          SECTION 2.10. Covenants of the Certificateholder




          The Certificateholder agrees:




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




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




          SECTION 2.11. Federal Income Tax Treatment of the Trust.




          (a) For so long as the Trust has a single owner for federal income tax purposes, it will,
pursuant to Treasury Regulations promulgated under section 7701 of the Code,




7









 




be disregarded as an entity distinct from the Certificateholder for all federal income tax
purposes. Accordingly, for federal income tax purposes, the Certificateholder will be treated as
(i) owning all assets owned by the Trust and (ii) having incurred all liabilities incurred by the
Trust, and all transactions between the Trust and the Certificateholder will be disregarded.




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




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




          SECTION 2.12. [Reserved]




ARTICLE III.



Certificate and Transfer of Interest




          SECTION 3.1. Initial Ownership




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




          SECTION 3.2. The Certificate




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




          SECTION 3.3. Authentication of Certificate




          Concurrently with the sale of the Receivables to the Trust pursuant to the Sale and Servicing
Agreement, the Owner Trustee shall cause the Certificate to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Depositor, signed by its chairman
of the board, its president or any vice president, its treasurer or any assistant treasurer without
further corporate action by the Depositor, in authorized denominations. No Certificate




8









 





shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose,
unless there shall appear on such Certificate a certificate of authentication substantially in the
form set forth in Exhibit A, executed by the Owner Trustee or Wilmington Trust Company as the Owner
Trustee’s authentication agent, by manual signature; such authentication shall constitute
conclusive evidence that such Certificate shall have been duly authenticated and delivered
hereunder. The Certificate shall be dated the date of its authentication.



          SECTION 3.4. Registration of Transfer and Exchange of Certificate




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




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




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




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




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




          Notwithstanding the foregoing, no sale or transfer of a Certificate shall be permitted
(including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be
registered by the Certificate Registrar or be effective hereunder, if the sale or transfer thereof
increases to more than 99 the number of Certificateholders. For purposes of determining the total
number of Certificateholders, a beneficial owner of an interest in a




9









 





partnership, grantor trust, S corporation or other flow-through entity that owns, directly or
through other flow-through entities, a Certificate is treated as a holder of a Certificate if (i)
substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the
flow-through entity is attributed to the flow-through entity’s interest in the Certificate and (ii)
a principal purpose of the use of the flow-through entity to hold the Certificate is to satisfy the
99 holder limitation set out above.



          SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates




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




          SECTION 3.6. Persons Deemed Certificateholders




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




          SECTION 3.7. Maintenance of Office or Agency




          The Owner Trustee shall maintain an office or offices or agency or agencies where the
Certificate may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the Certificate and the Basic Documents may be
served. The Owner Trustee initially designates the Corporate Trust Office for such purposes. The
Owner Trustee shall give prompt written notice to the Depositor and the Certificateholder of any
change in the location of the Certificate Register or any such office or agency.




          SECTION 3.8. Disposition in Whole But Not in Part




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          The Certificate may be transferred in whole but not in part. Any attempted transfer of the
Certificate that would divide the ownership of the Owner Trust Estate shall be void. The Owner
Trustee shall cause any Certificate issued to contain a legend stating “THIS CERTIFICATE IS NOT
TRANSFERABLE, EXCEPT UNDER THE LIMITED CONDITIONS SPECIFIED IN THE TRUST AGREEMENT.”




          SECTION 3.9. ERISA Restrictions




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




ARTICLE IV.



Voting Rights and Other Actions




          SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters




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




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




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




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




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




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




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          SECTION 4.2. Action by Certificateholder with Respect to Certain Matters




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




          SECTION 4.3. Restrictions on Certificateholder’s Power.




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




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




          SECTION 4.4. [Reserved]




          SECTION 4.5. Action with Respect to Bankruptcy Action




          (a) The Trust shall not, without the prior written consent of the Owner Trustee, (a) institute
any proceedings to adjudicate the Trust a bankrupt or insolvent, (b) consent to the institution of
bankruptcy or insolvency proceedings against the Trust, (c) file a petition seeking or consenting
to reorganization or relief under any applicable federal or state law relating to bankruptcy with
respect to the Trust, (d) consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trust or a substantial part of its property, (e)
make any assignment for the benefit of the Trust’s creditors; (f) cause the Trust to admit in
writing its inability to pay its debts generally as they become due; or (g) take any action in
furtherance of any of the foregoing (any of the above foregoing actions, a “Bankruptcy
Action”). In considering whether to give or withhold written consent to a Bankruptcy Action by




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the Trust, the Owner Trustee, with the consent of the Certificateholders (hereby given, which
consent the Certificateholders believe to be in the best interests of the Certificateholders and
the Trust), shall consider the interest of the Noteholders in addition to the interests of the
Trust and whether the Trust is insolvent; provided, however, that the Owner Trustee
shall not be deemed to owe any fiduciary duty to the Noteholders. The Owner Trustee shall have no
duty to give such written consent to a Bankruptcy Action by the Trust if the Owner Trustee shall
not have been furnished (at the expense of the Trust) or the Person that requested that such letter
be furnished to the Owner Trustee) a letter from an independent accounting firm of national
reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee
(as such and in its individual capacity) shall not be personally liable to any Person on account of
the Owner Trustee’s good faith reliance on the provisions of this Section or in connection with the
Owner Trustee’s giving prior written consent to a Bankruptcy Action by the Trust in accordance
herewith, or withholding such consent, in good faith, and neither the Trust nor any
Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner
Trustee (as such and in its individual capacity) for giving or withholding its consent to any such
Bankruptcy Action.



          (b) The parties hereto stipulate and agree that no Certificateholder has power to commence any
Bankruptcy Action on the part of the Trust or to direct the Owner Trustee to take any Bankruptcy
Action on the part of the Trust except as provided in Section 4.5(a). To the extent permitted by
applicable law, the consent of the Trust Collateral Agent shall be obtained prior to taking any
Bankruptcy Action by the Trust.




          (c) The provisions of this Section do not constitute an acknowledgement or admission by the
Trust, the Owner Trustee, any Certificateholder or any creditor of the Trust that the Trust is
eligible to be a debtor, under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as
amended.




          SECTION 4.6. Covenants and Restrictions on Conduct of Business.




   (a) The Trust agrees to abide by the following restrictions:





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




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




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




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



            (b) The Trust shall:




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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



            (c) So long as the Notes or any other amounts owed under the Indenture remain outstanding, the
Trust shall not amend this Section 4.6 unless the Rating Agency Condition has been satisfied.




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ARTICLE V.



Authority and Duties of Owner Trustee




          SECTION 5.1. General Authority.




          (a) The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to
which the Trust is named as a party, each certificate or other document attached as an exhibit to
or contemplated by the Basic Documents to which the Trust is named as a party and any amendment
thereto and on behalf of the Trust, each state business license (and any renewal thereof) prepared
by the Certificateholder or Servicer, including a Sales Finance Company Application (and any
renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial
Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing
and Regulation, in each case, in such form as the Depositor shall approve as evidenced conclusively
by the Owner Trustee’s execution thereof, and on behalf of the Trust, to direct the Indenture
Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of
$166,000,000, Class A-2 Notes in the aggregate principal amount of $309,000,000, Class A-3 Notes in
the aggregate principal amount of $200,000,000, Class B Notes in the aggregate principal amount of
$75,000,000, Class C Notes in the aggregate principal amount of $80,000,000, Class D Notes in the
aggregate principal amount of $50,000,000 and Class E Notes in the aggregate principal amount of
$65,000,000. In addition to the foregoing, the Owner Trustee is authorized, but shall not be
obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner
Trustee is further authorized from time to time to take such action as the Certificateholder
recommends with respect to the Basic Documents so long as such activities are consistent with the
terms of the Basic Documents.




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




          SECTION 5.2. General Duties




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




          SECTION 5.3. Action upon Instruction.




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




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Document. The Certificateholder shall not instruct the Owner Trustee in a manner inconsistent
with this Agreement or the Basic Documents.



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




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




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




          SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions




          The Owner Trustee shall not have any duty or obligation to manage, make any payment with
respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or
to otherwise take or refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the
terms of this Agreement or in any document or written instruction received by the Owner Trustee
pursuant to Section 5.3; and no implied duties or obligations shall be read into




16









 





this Agreement or any Basic Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or lien granted to it
hereunder or to prepare or file any Commission filing (including any filings required pursuant to
the Sarbanes-Oxley Act of 2002 or any rule or regulation promulgated thereunder) for the Trust or
to record this Agreement or any Basic Document. The Owner Trustee nevertheless agrees that it
will, at its own cost and expense, promptly take all action as may be necessary to discharge any
Liens on any part of the Owner Trust Estate that result from actions by, or claims against, the
Owner Trustee (solely in its individual capacity) and that are not related to the ownership or the
administration of the Owner Trust Estate.



          SECTION 5.5. No Action Except under Specified Documents or Instructions




          The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any
part of the Owner Trust Estate except (i) in accordance with the powers granted to and the
authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the
Basic Documents and (iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 5.3.




          SECTION 5.6. Restrictions




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




ARTICLE VI.



Concerning the Owner Trustee




          SECTION 6.1. Acceptance of Trusts and Duties




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




17









 





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




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




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




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




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




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




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




          SECTION 6.2. Furnishing of Documents




          The Owner Trustee shall furnish to the Certificateholder promptly upon receipt of a written
request therefor, duplicates or copies of all reports, notices, requests, demands,




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certificates, financial statements and any other instruments furnished to the Owner Trustee under
the Basic Documents.



          SECTION 6.3. Representations and Warranties




          The Owner Trustee hereby represents and warrants to the Depositor and the Holder, that:




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




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




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




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




          SECTION 6.4. Reliance; Advice of Counsel.




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




19









 





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




          SECTION 6.5. Not Acting in Individual Capacity




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




          SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables




          The recitals contained herein and in the Certificate (other than the signature and
countersignature of the Owner Trustee on the Certificate) shall be taken as the statements of the
Depositor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner
Trustee makes no representations as to the validity or sufficiency of this Agreement, of any Basic
Document or of the Certificate (other than the signature and countersignature of the Owner Trustee
on the Certificate) or the Notes, or of any Receivable or related documents. The Owner Trustee
shall at no time have any responsibility or liability for or with respect to the legality, validity
and enforceability of any Receivable, or the perfection and priority of any security interest
created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to
generate the payments to be distributed to Certificateholder under this Agreement or the
Noteholders under the Indenture, including, without limitation: the existence, condition and
ownership of any Financed Vehicle; the existence and enforceability of any insurance thereon; the
existence and contents of any Receivable on any computer or other record thereof; the validity of
the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of
any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor,
the Servicer or any other Person with any warranty or representation made under any Basic Document
or in any related document or the accuracy of any such warranty or representation or any action of
the Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.




          SECTION 6.7. Owner Trustee May Own Notes




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




20









 





          SECTION 6.8. Payments from Owner Trust Estate




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




          SECTION 6.9. Doing Business in Other Jurisdictions




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




ARTICLE VII.



Compensation of Owner Trustee




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




          SECTION 7.2. Indemnification




          The Depositor shall be liable as primary obligor for, and shall indemnify the Owner Trustee
and its officers, directors, successors, assigns, agents and servants (collectively, the
“Indemnified Parties”) from and against, any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively,




21









 





“Expenses”) which may at any time be imposed on, incurred by, or asserted against the
Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the
Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action
or inaction of the Owner Trustee hereunder, except only that the Depositor shall not be liable for
or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any
of the matters described in the third sentence of Section 6.1. The indemnities contained in this
Section and the rights under Section 7.1 shall survive the resignation or termination of the Owner
Trustee or the termination of this Agreement. In any event of any claim, action or proceeding for
which indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of legal
counsel shall be subject to the approval of the Depositor which approval shall not be unreasonably
withheld. AmeriCredit Corp. shall be jointly and severally liable for the indemnification duties
and obligations of the Depositor which are described in this Section 7.2.



          SECTION 7.3. Payments to the Owner Trustee




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




          SECTION 7.4. Non-recourse Obligations




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




ARTICLE VIII.



Termination of Trust Agreement




          SECTION 8.1. Termination of Trust Agreement.




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




22









 





any part of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations
and liabilities of the parties hereto.



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




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




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




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




ARTICLE IX.



Successor Owner Trustees and Additional Owner Trustees




          SECTION 9.1. Eligibility Requirements for Owner Trustee




          The Owner Trustee shall at all times be a corporation (i) satisfying the provisions of Section
3807(a) of the Statutory Trust Statute; (ii) authorized to exercise corporate trust powers; and
(iii) having a combined capital and surplus of at least $50,000,000 and subject to




23









 





supervision or examination by federal or state authorities. If such corporation shall publish
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. In case at any time the Owner Trustee shall
cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall
resign immediately in the manner and with the effect specified in Section 9.2.



          SECTION 9.2. Resignation or Removal of Owner Trustee




          The Owner Trustee may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Depositor and the Servicer. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Owner Trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and
one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee or the Certificateholder may petition any court of
competent jurisdiction for the appointment of a successor Owner Trustee.




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




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




          SECTION 9.3. Successor Owner Trustee




          Any successor Owner Trustee appointed pursuant to Section 9.2 shall execute, acknowledge and
deliver to the Depositor, the Servicer and to its predecessor Owner Trustee an instrument accepting
such appointment under this Agreement, and thereupon the resignation or removal of the predecessor
Owner Trustee shall become effective and such successor Owner Trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations
of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee.
The predecessor Owner Trustee shall upon payment of its




24









 





fees and expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement; and the Depositor and the predecessor Owner Trustee shall
execute and deliver such instruments and do such other things as may reasonably be required for
fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers,
duties and obligations.



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




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




          SECTION 9.4. Merger or Consolidation of Owner Trustee




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




          SECTION 9.5. Appointment of Co-Trustee or Separate Trustee




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




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




25









 






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




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




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



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




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




ARTICLE X.



Miscellaneous




          SECTION 10.1. Supplements and Amendments.




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




26









 




Servicer, adversely affect in any material respect the interests of any Noteholder or
Certificateholder.




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




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




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




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




          SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder




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




27









 





          SECTION 10.3. Limitations on Rights of Others




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




          SECTION 10.4. Notices.




          (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall
be in writing and shall be deemed given upon receipt personally delivered, delivered by overnight
courier or mailed first class mail or certified mail, in each case return receipt requested, and
shall be deemed to have been duly given upon receipt, if to the Owner Trustee, addressed to the
Corporate Trust Office; if to the Depositor, addressed to AFS SenSub Corp., 2265 B Renaissance
Drive, Suite 17, Las Vegas, Nevada 89119, Attention: Chief Financial Officer, with a copy to AFS
SenSub Corp., c/o AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3900, Fort Worth,
Texas 76102, Attention: Chief Financial Officer; or, as to each party, at such other address as
shall be designated by such party in a written notice to each other party.




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




          SECTION 10.5. Severability




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




          SECTION 10.6. Separate Counterparts




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




          SECTION 10.7. Assignments




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




          SECTION 10.8. No Recourse




28









 





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




          SECTION 10.9. Headings




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




          SECTION 10.10. GOVERNING LAW




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




          SECTION 10.11. Servicer




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




          SECTION 10.12. Nonpetition Covenants




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




          SECTION 10.13. [Reserved]



[Remainder of page intentionally left blank.]




29









 






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




	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, 

          as Owner Trustee

 	 
	 	By:  	/s/ Michele C. Harra
 	 
	 	 	Name:  	Michele C. Harra 	 
	 	 	Title:  	Financial Services Officer 	 
	 
	 	AFS SENSUB CORP.,

          Depositor

 	 
	 	By:  	/s/ Sheli Fitzgerald
 	 
	 	 	Name:  	Sheli Fitzgerald 	 
	 	 	Title:  	Vice President, Structured Finance 	 
	 


ACKNOWLEDGED AND AGREED TO:




AMERICREDIT CORP.,

Solely with respect to Sections 7.1 and 7.2




	 	 	 	 	 
	By:

	 	/s/ Susan B. Sheffield
	 	 
	 

	 	 	 	 
	 

	 	Name: Susan B. Sheffield	 	 
	 

	 	Title: Senior Vice President, Structured Finance	 	 





[Amended and Restated Trust Agreement]





30









 







EXHIBIT A




NUMBER




R-1




SEE REVERSE FOR CERTAIN DEFINITIONS




THIS CERTIFICATE IS NOT TRANSFERABLE,

EXCEPT UNDER THE LIMITED CONDITIONS

SPECIFIED IN THE TRUST AGREEMENT



 




ASSET BACKED CERTIFICATE



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



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




     THIS CERTIFIES THAT AFS SenSub Corp. is the registered owner of a nonassessable, fully-paid,
beneficial ownership interest in certain distributions of AmeriCredit Automobile Receivables Trust
2006-1 (the “Trust”) formed by AFS SenSub Corp., a Nevada corporation (the
“Seller”).



OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



WILMINGTON TRUST COMPANY not




in its individual

capacity but solely as

Owner Trustee




 




by:                                                                                                    




Authenticating Agent




by:                                                                                                    




 









 





     The Trust was created pursuant to a Trust Agreement dated as of February 9, 2006, as amended
and restated as of February 22, 2006 (the “Trust Agreement”), between the Seller and
Wilmington Trust Company, as owner trustee (the “Owner Trustee”), a summary of certain of
the pertinent provisions of which is set forth below. To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the Trust Agreement.



     This is the duly authorized Certificate designated as “Asset Backed Certificate”
(herein called the “Certificate”). Also issued under the Indenture, dated as of February
22, 2006, among the Trust, Wells Fargo Bank, National Association, as trustee and indenture
collateral agent, are seven classes of Notes designated as “Class A-1 4.78% Asset Backed
Notes” (the “Class A-1 Notes”), “Class A-2 5.11% Asset Backed Notes” (the
“Class A-2 Notes”), “Class A-3 5.11% Asset Backed Notes” (the “Class A-3
Notes”), “Class B 5.20% Asset Backed Notes” (the “Class B Notes”), “Class C
5.28% Asset Backed Notes” (the “Class C Notes”), “Class D 5.49% Asset Backed
Notes” (the “Class D Notes”) and “Class E 6.62% Asset Backed Notes” (the
“Class E Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “Notes”). This
Certificate is issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance
hereof assents and by which such holder is bound. The property of the Trust includes a pool of
retail installment sale contracts secured by new and used automobiles, vans or light duty trucks
(the “Receivables”), all monies due thereunder on or after the Cutoff Date, security
interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof,
proceeds from claims on certain insurance policies and certain other rights under the Trust
Agreement and the Sale and Servicing Agreement, all right, to and interest of the Seller in and to
the Purchase Agreement dated as of February 22, 2006 among AmeriCredit Financial Services, Inc. and
the Seller and all proceeds of the foregoing.



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



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



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



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



A-2









 







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



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



A-3









 





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



	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES

     TRUST 2006-1	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY

not in its individual capacity but

solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	Dated: March 2, 2006

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 





A-4









 






(Reverse of Certificate)




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



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



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



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



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



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



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



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



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


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




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ASSIGNMENT




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



PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE



                                                                                                                                                                                                                                                

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



                                                                                                                                                                                                                                                

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



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




	 	 	 	 	 	 	 
	Dated:

	 	 	 	*
	 	 
	 

	 	 	 	 	 	 
	 

	 	Signature	 	 	 	 
	 
	 	 	 	 	 	 
	Guaranteed:

	 	 	 	*	 	 
	 

	 	 	 	 	 	 







 




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




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EXHIBIT B




FORM OF




CERTIFICATE OF TRUST




OF




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1




          THIS Certificate of Trust of AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1 (the
“Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as
trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. §
3801 et seq.) (the “Act”).




          1. Name. The name of the statutory trust formed by this Certificate of Trust is
“AmeriCredit Automobile Receivables Trust 2006-1.”




          2. Delaware Trustee. The name and business address of the trustee of the Trust in the
State of Delaware is Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001.




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




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




	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its

individual capacity but solely as trustee of the Trust

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: