<PAGE>


                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY


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



                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-A



                      Class A-1 5.5325% Asset Backed Notes
                       Class A-2 5.36% Asset Backed Notes
                   Class A-3 Floating Rate Asset Backed Notes
                   Class A-4 Floating Rate Asset Backed Notes






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



                                    INDENTURE



                          Dated as of January 25, 2001



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



                            THE CHASE MANHATTAN BANK
                       Trustee and Trust Collateral Agent




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





<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE...........................3

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

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

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

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

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

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

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

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

        SECTION 5.1  Events of Default........................................29

                                       i

<PAGE>

        SECTION 5.2  Rights Upon Event of Default.............................31
        SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by
                     Trustee..................................................32
        SECTION 5.4  Remedies.................................................35
        SECTION 5.5  Optional Preservation of the Receivables.................36
        SECTION 5.6  Priorities...............................................36
        SECTION 5.7  Limitation of Suits......................................37
        SECTION 5.8  Unconditional Rights of Noteholders To Receive Principal
                     and Interest.............................................38
        SECTION 5.9  Restoration of Rights and Remedies.......................38
        SECTION 5.10 Rights and Remedies Cumulative...........................38
        SECTION 5.11 Delay or Omission Not a Waiver...........................38
        SECTION 5.12 Control by Noteholders...................................38
        SECTION 5.13 Waiver of Past Defaults..................................39
        SECTION 5.14 Undertaking for Costs....................................39
        SECTION 5.15 Waiver of Stay or Extension Laws.........................40
        SECTION 5.16 Action on Notes..........................................40
        SECTION 5.17 Performance and Enforcement of Certain Obligations.......40

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

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

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

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

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

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

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

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

                                       ii

<PAGE>

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

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

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

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

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

</TABLE>

                                       iii

<PAGE>






     INDENTURE dated as of January 25, 2001, between AMERICREDIT AUTOMOBILE
RECEIVABLES TRUST 2001-A, a Delaware business trust (the "ISSUER"), and THE
CHASE MANHATTAN BANK, a New York banking corporation, as trustee (the "TRUSTEE")
and Trust Collateral Agent (as defined below).

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Issuer's Class A-1 5.5325% Asset
Backed Notes (the "CLASS A-1 NOTES"), the Class A-2 5.36% Asset Backed Notes
(the "CLASS A-2 NOTES"), the Class A-3 Floating Rate Asset Backed Notes (the
"CLASS A-3 NOTES") and the Class A-4 Floating Rate Asset Backed Notes (the
"CLASS A-4 NOTES" and together with the Class A-1 Notes, the Class A-2 Notes and
the Class A-3 Notes, the "NOTES").

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

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

     As an inducement to the Security Insurer to issue and deliver the Note
Policy, the Issuer and the Security Insurer have executed and delivered the
Insurance and Indemnity Agreement, dated as of January 25, 2001 (as amended from
time to time, the "INSURANCE AGREEMENT"), among the Security Insurer, the
Issuer, AmeriCredit Financial Services, Inc., AmeriCredit Corp., AFS Funding
Trust and AFS Funding Corp.

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




<PAGE>



                                 GRANTING CLAUSE

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

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

                                       2

<PAGE>

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

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

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

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

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

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

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

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

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

                                       3

<PAGE>

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

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

     "CLASS A-1 INTEREST RATE" means 5.5325% per annum (computed on the basis of
a 360-day year and the actual number of days in the related Interest Period).

     "CLASS A-1 NOTES" means the Class A-1 5.5325% Asset Backed Notes,
substantially in the form of Exhibit A-1.

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

     "CLASS A-2 INTEREST RATE" means 5.36% per annum (computed on the basis of a
360-day year of twelve 30-day months).

     "CLASS A-2 NOTES" means the Class A-2 5.36% Asset Backed Notes,
substantially in the form of Exhibit A-2.

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

     "CLASS A-3 INTEREST RATE" means LIBOR + 0.20% per annum (computed on the
basis of a 360-day year and the actual number of days in the related Interest
Period).

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

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

     "CLASS A-4 INTEREST RATE" means LIBOR+ 0.24% per annum (computed on the
basis of a 360-day year and the actual number of days in the related Interest
Period).

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

                                       4

<PAGE>

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

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

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

     "CLOSING DATE" means February 6, 2001.

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

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

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

     "CORPORATE TRUST OFFICE" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered which
office at date of the execution of this Agreement is located at 450 West 33rd
Street, 14th Floor, New York, New York 10001-2697 (facsimile number (212)
946-8302) Attention: Capital Markets Fiduciary Services, AmeriCredit 2001-A, or
at such other address as the Trustee may designate from time to time by notice
to the Noteholders, the Security Insurer, the Servicer and the Issuer, or the
principal corporate trust office of any successor Trustee (the address of which
the successor Trustee will notify the Noteholders and the Issuer).

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

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

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

     "ERISA" has the meaning specified in Section 2.4.

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

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

                                       5

<PAGE>

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

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

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

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

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

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

                                       6

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       7

<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                       8

<PAGE>

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

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

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

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

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

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

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

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

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


                                      9
<PAGE>

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

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

                  "SALE AND SERVICING AGREEMENT" means the Sale and Servicing
Agreement dated as of January 25, 2001, among the Issuer, the Seller, the
Servicer and the Trustee as Backup Servicer and Trust Collateral Agent, as
the same may be amended or supplemented from time to time.

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

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

                  "SWAP AGREEMENT" means the ISDA Master Agreement dated
January 24, 2001 between the Issuer and the Swap Provider, including the
Schedule thereto, the Credit Support Annex thereto, the Confirmations
relating to each of the Class A-3 Notes and the Class A-4 Notes, and together
with any replacement swap agreements thereafter approved by the Insurer;
PROVIDED, that no additional swap agreement shall be a "Swap Agreement" under
the Basic Documents for so long as the Swap Agreement is outstanding without
the prior, written consent of the Swap Provider

                  "SWAP PROVIDER" means Credit Suisse First Boston
International, together with any replacement Swap Provider thereafter
approved by the Insurer.

                  "SWAP PROVIDER POLICY" means the financial guaranty
insurance policy issued by the Insurer to the Swap Provider.

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

                  "TRUST COLLATERAL AGENT" means, initially, The Chase
Manhattan Bank, in its capacity as collateral agent on behalf of the Issuer
Secured Parties, including its successors-in-interest, until and unless a
successor Person shall have become the Trust Collateral Agent


                                      10
<PAGE>

pursuant to Section 6.17 hereof, and thereafter "Trust Collateral Agent"
shall mean such successor Person.

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

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

                  "TRUSTEE" means The Chase Manhattan Bank, a New York
banking corporation, not in its individual capacity but as trustee under this
Indenture, or any successor trustee under this Indenture.

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

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

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

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

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Issuer.

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

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

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


                                      11
<PAGE>

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

                       (iii) "or" is not exclusive;

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

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

                                   ARTICLE II

                                    THE NOTES

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

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

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

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

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

                  The Trustee shall, upon receipt of the Note Policy and
Issuer Order, authenticate and deliver Class A-1 Notes for original issue in
an aggregate principal amount of $200,000,000, Class A-2 Notes for original
issue in the aggregate principal amount of $515,000,000, Class A-3 Notes for
original issue in an aggregate principal amount of $214,000,000 and Class A-4
Notes for original issue in an aggregate principal amount of $471,000,000.
The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes
outstanding at any time may not exceed such amounts except as provided in
Section 2.5.


                                      12
<PAGE>

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

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

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

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

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

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

                  Subject to Sections 2.10 and 2.12 hereof, upon surrender
for registration of transfer of any Note at the office or agency of the
Issuer to be maintained as provided in Section 3.2, if the requirements of
Section 8-401(1) of the UCC are met the Issuer shall execute and upon


                                      13
<PAGE>

its request the Trustee shall authenticate and the Noteholder shall obtain
from the Trustee, in the name of the designated transferee or transferees,
one or more new Notes, in any authorized denominations, of the same class and
a like aggregate principal amount.

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

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

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

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

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


                                      14
<PAGE>

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

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

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

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

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

                  SECTION 2.6 PERSONS DEEMED OWNER. Prior to due presentment
for registration of transfer of any Note, the Issuer, the Trustee and any
agent of the Issuer or the Trustee, or the Security Insurer may treat the
Person in whose name any Note is registered (as of


                                      15
<PAGE>

the Record Date) as the owner of such Note for the purpose of receiving
payments of principal of and interest, if any on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the
Issuer, the Security Insurer, the Trustee nor any agent of the Issuer or the
Trustee shall be affected by notice to the contrary.

                  SECTION 2.7 PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED
INTEREST.

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

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

                  (c)   If the Issuer defaults in a payment of interest on
the Notes, and such default is waived by the Controlling Party, the Issuer
shall pay defaulted interest (plus interest on such defaulted interest to the
extent lawful) at the applicable Interest Rate in any lawful manner. The
Issuer may pay such defaulted interest to the Persons who are Noteholders on
the


                                      16
<PAGE>

immediately following Insured Distribution Date, and, if such amount is not
paid on such following Insured Distribution Date, then on a subsequent
special record date, which date shall be at least five Business Days prior to
the payment date. The Issuer shall fix or cause to be fixed any such special
record date and payment date, and, at least 15 days before any such special
record date, the Issuer shall mail to each Noteholder and the Trustee a
notice that states the special record date, the payment date and the amount
of defaulted interest to be paid.

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

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

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

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

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


                                      17
<PAGE>

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

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

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

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

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

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

                  SECTION 2.12 DEFINITIVE NOTES. If (i) the Servicer advises
the Trustee in writing that the Clearing Agency is no longer willing or able
to properly discharge its responsibilities with respect to the Notes, and the
Servicer is unable to locate a qualified successor, (ii) the Servicer at its
option advises the Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence
of an Event of Default, Note Owners representing beneficial interests
aggregating at least a majority of the Outstanding Amount of the Notes advise
the Trustee through the Clearing Agency in writing that the continuation of a
book entry system through the Clearing Agency is no longer in the best
interests of the Note Owners, then the Clearing Agency shall notify all Note
Owners and the Trustee of the occurrence of any such event and of the
availability of Definitive Notes to Note Owners requesting the same. Upon
surrender to the Trustee of the typewritten Note or Notes representing the
Book-Entry Notes by the Clearing Agency, accompanied by registration


                                      18
<PAGE>

instructions, the Issuer shall execute and the Trustee shall authenticate the
Definitive Notes in accordance with the instructions of the Clearing Agency.
None of the Issuer, the Note Registrar or the Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and
shall be fully protected in relying on, such instructions. Upon the issuance
of Definitive Notes, the Trustee shall recognize the Holders of the
Definitive Notes as Noteholders.

                                   ARTICLE III

                                    COVENANTS

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

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

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

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

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


                                      19
<PAGE>

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

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

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

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

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

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

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


                                      20

<PAGE>

The Trustee shall also adopt and employ, at the expense of
the Issuer, any other reasonable means of notification of such repayment
(including, but not limited to, mailing notice of such repayment to Holders
whose Notes have been called but have not been surrendered for redemption or
whose right to or interest in moneys due and payable but not claimed is
determinable from the records of the Trustee or of any Note Paying Agent, at the
last address of record for each such Holder).

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

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

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

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

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

                  (iv)  enforce any of the Collateral;

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

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

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


                                      21
<PAGE>

                  SECTION 3.6 OPINIONS AS TO TRUST ESTATE.

                  (a) On the Closing Date, the Issuer shall furnish to the
Trustee, the Trust Collateral Agent and the Security Insurer an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording and filing of this Indenture, any
indentures supplemental hereto, and any other requisite documents, and with
respect to the execution and filing of any financing statements and continuation
statements, as are necessary to perfect and make effective the first priority
lien and security interest in favor of the Trust Collateral Agent, for the
benefit of the Issuer Secured Parties, created by this Indenture and reciting
the details of such action, or stating that, in the opinion of such counsel, no
such action is necessary to make such lien and security interest effective.

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

                  SECTION 3.7 PERFORMANCE OF OBLIGATIONS; SERVICING OF
RECEIVABLES.

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

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

                  (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate, including, but
not limited to, preparing (or causing to


                                      22
<PAGE>

prepared) and filing (or causing to be filed) all UCC financing statements
and continuation statements required to be filed by the terms of this
Indenture and the Sale and Servicing Agreement in accordance with and within
the time periods provided for herein and therein. Except as otherwise
expressly provided therein, the Issuer shall not waive, amend, modify,
supplement or terminate any Basic Document or any provision thereof without
the consent of the Trustee, the Security Insurer or the Holders of at least a
majority of the Outstanding Amount of the Notes.

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

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

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

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

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

                  (iii) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien in favor of the Trust
         Collateral Agent created by this Indenture to be amended, hypothecated,
         subordinated, terminated or discharged, or permit any Person to be
         released from any covenants or obligations with respect to the Notes
         under this Indenture except as may be expressly permitted hereby, (B)
         permit any lien, charge, excise, claim, security interest, mortgage or
         other encumbrance (other than the lien of this Indenture) to be created
         on or extend to or otherwise arise upon or burden the Trust Estate or
         any part thereof or any interest therein or the proceeds thereof (other
         than tax liens, mechanics' liens and other liens that arise by
         operation of law, in each case on a Financed Vehicle and arising solely
         as a result of an action or omission of the related Obligor), (C)
         permit the lien of this Indenture not to constitute a valid first
         priority (other


                                      23
<PAGE>

         than with respect to any such tax, mechanics' or other lien) security
         interest in the Trust Estate or (D) amend, modify or fail to comply
         with the provisions of the Basic Documents without the prior written
         consent of the Controlling Party.

                  SECTION 3.9 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will
deliver to the Trustee and the Security Insurer, within 120 days after the end
of each fiscal year of the Issuer (commencing with the fiscal year ended
December 31, 2001), and otherwise in compliance with the requirements of TIA
Section 314(a)(4) an Officer's Certificate stating, as to the Authorized Officer
signing such Officer's Certificate, that

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

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

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

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

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

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

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

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

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


                                      24
<PAGE>

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

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

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

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

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

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

                  (iv)  the Issuer shall have received an Opinion of Counsel
          (and shall have delivered copies thereof to the Trustee and the
          Security Insurer (so long as no Insurer Default shall have occurred
          and be continuing)) to the effect that such transaction will not


                                      25
<PAGE>

          have any material adverse tax consequence to the Trust, the
          Security Insurer, any Noteholder or the Certificateholder;

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

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

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

                  SECTION 3.11 SUCCESSOR OR TRANSFEREE.

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

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

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

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


                                      26
<PAGE>

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

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

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

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

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

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

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

                  SECTION 3.21 AMENDMENTS OF SALE AND SERVICING AGREEMENT AND
TRUST AGREEMENT. The Issuer shall not agree to any amendment to Section 12.1 of
the Sale and


                                      27
<PAGE>

Servicing Agreement or Section 10.1 of the Trust Agreement to eliminate the
requirements thereunder that the Trustee or the Holders of the Notes consent to
amendments thereto as provided therein.

                  SECTION 3.22 INCOME TAX CHARACTERIZATION. For purposes of
federal income, state and local income and franchise and any other income taxes,
the Issuer will treat the Notes as indebtedness and hereby instructs the Trustee
to treat the Notes as indebtedness for all applicable tax reporting purposes.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

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

                           (A)   either

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

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

                           (i)   have become due and payable,

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

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

                  and the Issuer, in the case of (i), (ii) or (iii) above, has
                  irrevocably deposited or caused to be irrevocably deposited
                  with the Trust Collateral Agent cash or direct obligations of
                  or obligations guaranteed by the United States of America
                  (which


                                      28
<PAGE>

                  will mature prior to the date such amounts are payable), in
                  trust for such purpose, in an amount sufficient to pay and
                  discharge the entire indebtedness on such Notes not
                  theretofore delivered to the Trustee for cancellation when due
                  to the Final Scheduled Distribution Date or Redemption Date
                  (if Notes shall have been called for redemption pursuant to
                  Section 10.1(a)), as the case may be;

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

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

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

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

                                    ARTICLE V

                                    REMEDIES

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

                  (i)   default in the payment of any interest on any Note when
         the same becomes due and payable, and such default shall continue for a
         period of five days (solely for purposes of this clause, (x) a payment
         due on a Distribution Date shall not be


                                      29
<PAGE>

         considered "due" until the immediately following Insured Distribution
         Date and (y) a payment on the Notes funded by the Security Insurer or
         the Collateral Agent pursuant to the Spread Account Agreement shall be
         deemed to be a payment made by the Issuer); or

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

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

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

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


                                      30
<PAGE>

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

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

                  SECTION 5.2 RIGHTS UPON EVENT OF DEFAULT.

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

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

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

                  Payments under the Swap Provider Policy following acceleration
of any Notes shall be applied to pay the Swap Provider amounts due and unpaid
pursuant to the Swap Agreement and the Sale and Servicing Agreement.

                  (b)   In the event any Notes are accelerated due to an Event
of Default, the Security Insurer shall have the right (in addition to its
obligation to pay Scheduled Payments on the Notes in accordance with the Note
Policy and to pay "Scheduled Payments" (as defined in the Swap Provider Policy)
in accordance with the Swap Provider Policy), but not the obligation, to make
payments under the Note Policy or otherwise of interest and principal due on
such


                                      31
<PAGE>

Notes, in whole or in part, on any date or dates following such acceleration as
the Security Insurer, in its sole discretion, shall elect.

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

                  (d)   If an Insurer Default shall have occurred and be
continuing, then at any time after such declaration of acceleration of maturity
has been made and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article V provided, the
Noteholders representing a majority of the Outstanding Amount of the Notes, by
written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if:

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

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

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

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

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

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

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


                                      32


<PAGE>


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

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

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

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


                                   33
<PAGE>


expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

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

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

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

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

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

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

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


                                     34
<PAGE>


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

                  SECTION 5.4       REMEDIES.

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

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

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

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

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

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

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

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

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

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

                                    (II) either

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


                                    35
<PAGE>


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

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

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

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

                  SECTION 5.6       PRIORITIES.

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

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


                                    36
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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


                                    37
<PAGE>


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

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

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

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

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

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

                  SECTION 5.12 CONTROL BY NOTEHOLDERS. If the Trustee is the
Controlling Party, the Holders of a majority of the Outstanding Amount of the
Notes shall have the right to direct


                                  38
<PAGE>


the time, method and place of conducting any Proceeding for any remedy
available to the Trustee with respect to the Notes or exercising any trust or
power conferred on the Trustee; provided that

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

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

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

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

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

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

                  Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.
                  SECTION 5.14 UNDERTAKING FOR COSTS. All parties to this
Indenture agree, and each Holder of any Note by such Holder's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this


                                  39
<PAGE>


Section shall not apply to (a) any suit instituted by the Trustee, (b) any suit
instituted by any Noteholder, or group of Noteholders, in each case holding in
the aggregate more than 10% of the Outstanding Amount of the Notes or (c) any
suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture (or, in the case of redemption, on
or after the Redemption Date).

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

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

                  SECTION 5.17 PERFORMANCE AND ENFORCEMENT OF CERTAIN
                               OBLIGATIONS.

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

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


                                   40
<PAGE>


                                   ARTICLE VI

                   THE TRUSTEE AND THE TRUST COLLATERAL AGENT

                  SECTION 6.1 DUTIES OF TRUSTEE.

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

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

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

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

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

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

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

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

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

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

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


                                  41
<PAGE>


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

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

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

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

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

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

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

                  SECTION 6.2 RIGHTS OF TRUSTEE.

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


                                   42
<PAGE>


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

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

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

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

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

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

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


                                 43
<PAGE>


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

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

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

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

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

                  SECTION 6.7       COMPENSATION AND INDEMNITY.

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


                                  44
<PAGE>


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

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

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

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

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

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

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



                                       45
<PAGE>

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

                  (v)  the Trustee otherwise becomes incapable of acting.

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

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

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

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

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

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

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

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

                                       46


<PAGE>

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

                  SECTION 6.10   APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

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

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

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

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

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

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



                                       47
<PAGE>


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

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

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

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

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

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



                                       48
<PAGE>

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

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

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

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



                                       49
<PAGE>


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

                  SECTION 6.17  SUCCESSOR TRUST COLLATERAL AGENT.

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

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

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

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



                                       50
<PAGE>


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

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

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

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

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

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

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



                                       51
<PAGE>

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

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

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

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

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

                  SECTION 7.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
NOTEHOLDERS.

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

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

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

                  SECTION 7.3  REPORTS BY ISSUER.

                  (a)      The Issuer shall:



                                       52
<PAGE>


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

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

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

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

                  SECTION 7.4 REPORTS BY TRUSTEE. If required by TIA Section
313(a), within 60 days after each May 31, beginning with May 31, 2001, the
Trustee shall mail to each Noteholder as required by TIA Section 313(c) a
brief report dated as of such date that complies with TIA Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

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

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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



                                       53
<PAGE>


prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

                  SECTION 8.2  RELEASE OF TRUST ESTATE.

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

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

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     SECTION 9.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

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



                                       54
<PAGE>


Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Trustee, for any of the following purposes:

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

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

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

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

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

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

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

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

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



                                       55
<PAGE>


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

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

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

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

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

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

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



                                       56
<PAGE>


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

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

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

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

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

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

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


                                     57

<PAGE>

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

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

                                    ARTICLE X

                               REDEMPTION OF NOTES

                  SECTION 10.1      REDEMPTION.

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

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

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


                                     58
<PAGE>
                  SECTION 10.2      FORM OF REDEMPTION NOTICE.

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

                  All notices of redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price;

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

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

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

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

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

                                   ARTICLE XI

                                  MISCELLANEOUS

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


                                     59
<PAGE>

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

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

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

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

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

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

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

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

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


                                     60
<PAGE>

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

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

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

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

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

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


                                     61
<PAGE>

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

                  SECTION 11.3   ACTS OF NOTEHOLDERS.

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

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

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

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

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

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

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


                                     62
<PAGE>

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

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

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

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

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

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

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


                                     63
<PAGE>

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

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

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

                  SECTION 11.6   [RESERVED]

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

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

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

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

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

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


                                     64
<PAGE>

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

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

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

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

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

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


                                     65
<PAGE>

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

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

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

                                             [SIGNATURE PAGE FOLLOWS]


                                     66
<PAGE>




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

                             AMERICREDIT AUTOMOBILE RECEIVABLES
                             TRUST 2001-A,

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


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


                             THE CHASE MANHATTAN BANK, not in its
                             individual capacity but solely as Trustee and Trust
                             Collateral Agent


                             By: /s/ Craig M. Kantor
                                ----------------------------
                                Name: Craig M. Kantor
                                Title: Vice President







                                   [Indenture]



<PAGE>
                                                                 EXHIBIT A-1


REGISTERED                                                $200,000,000

No. RB-A-1

                       SEE REVERSE FOR CERTAIN DEFINITIONS
                                                          CUSIP NO.  03061N DN 6

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

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

                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-A

                       CLASS A-1 5.5325% ASSET BACKED NOTE

                  AmeriCredit Automobile Receivables Trust 2001-A, a business
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "ISSUER"), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
payable on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $200,000,000 and the
denominator of which is $200,000,000 by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class
A-1 Notes pursuant to the Indenture; PROVIDED, HOWEVER, that the entire unpaid
principal amount of this Note shall be due and payable on the February 12, 2002
Insured Distribution Date (the "FINAL SCHEDULED DISTRIBUTION DATE"). The Issuer
will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available for
payment. Interest on this Note will accrue for each Distribution Date from the
most recent Distribution Date on which interest has been paid to but excluding
such Distribution Date or, if no interest has yet been paid, from February 6,
2001. Interest will be computed on the basis of a 360-day year and the actual
number of days in the related Interest Period. Such principal of and interest on
this Note shall be paid in the manner specified on the reverse hereof.

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

<PAGE>

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

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

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

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




                                      A-1-2

<PAGE>

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

                                       AMERICREDIT AUTOMOBILE RECEIVABLES
                                       TRUST 2001-A


                                       By:


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


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



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Date: February 6, 2001                      THE CHASE MANHATTAN BANK, not in its
                                            individual capacity but solely as
                                            Trustee



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


<PAGE>

                                    [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 5.5325% Asset Backed Notes (herein called
the "CLASS A-1 NOTES"), all issued under an Indenture dated as of January 25,
2001 (such indenture, as supplemented or amended, is herein called the
"INDENTURE"), between the Issuer and The Chase Manhattan Bank, as trustee
(the "TRUSTEE", which term includes any successor Trustee under the
Indenture) and as trust collateral agent (the "TRUST COLLATERAL AGENT"),
which term includes any successor Trust Collateral Agent) to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Trustee and the Holders of the Notes. The Notes are subject to all terms
of the Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to
them in or pursuant to the Indenture, as so supplemented or amended.

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

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

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

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




<PAGE>

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

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

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

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



                                      A-1-5

<PAGE>

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

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

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

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

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

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

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

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

                                  A-1-6
<PAGE>

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


                                  A-1-7
<PAGE>

                                   ASSIGNMENT

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

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

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


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

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




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

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



                                      A-1-8

<PAGE>

                                                                    EXHIBIT A-2

REGISTERED                                                   $515,000,000

No. RB-A-2

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                          CUSIP NO. 03061N DP 1

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

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

                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-A

                        CLASS A-2 5.36% ASSET BACKED NOTE

                  AmeriCredit Automobile Receivables Trust 2001-A, a business
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "ISSUER"), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED FIFTEEN
MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is
$515,000,000 and the denominator of which is $515,000,000 by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A-2 Notes pursuant to the Indenture;
PROVIDED, HOWEVER, that the entire unpaid principal amount of this Note shall
be due and payable on the October 12, 2004 Insured Distribution Date (the
"FINAL SCHEDULED DISTRIBUTION DATE"). The Issuer will pay interest on this
Note at the rate per annum shown above on each Distribution Date until the
principal of this Note is paid or made available for payment. Interest on
this Note will accrue for each Distribution Date from the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, if no interest has yet been paid, from February 6,
2001. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.

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

<PAGE>


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

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

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

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



                                      A-2-2

<PAGE>

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

                                      AMERICREDIT AUTOMOBILE RECEIVABLES
                                      TRUST 2001-A


                                      By:


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


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


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Date:  February 6, 2001               THE CHASE MANHATTAN BANK, not in its
                                      individual capacity but solely as Trustee




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


<PAGE>


                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2 5.36% Asset Backed Notes (herein called
the "CLASS A-2 NOTES"), all issued under an Indenture dated as of January 25,
2001 (such indenture, as supplemented or amended, is herein called the
"INDENTURE"), between the Issuer and The Chase Manhattan Bank, as trustee
(the "TRUSTEE", which term includes any successor Trustee under the
Indenture) and as trust collateral agent (the "TRUST COLLATERAL AGENT"),
which term includes any successor Trust Collateral Agent) to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Trustee and the Holders of the Notes. The Notes are subject to all terms
of the Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to
them in or pursuant to the Indenture, as so supplemented or amended.

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

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

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

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

                                      A-2-4


<PAGE>

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

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

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

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



                                      A-2-5



<PAGE>

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

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

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

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

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

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

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

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


                                  A-2-6
<PAGE>

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


                                  A-2-7
<PAGE>

                                   ASSIGNMENT

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

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

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

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


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


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


                                  A-2-8
<PAGE>

                                                                    EXHIBIT A-3

REGISTERED                                                    $214,000,000

No. RB-A-3

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                           CUSIP NO. 03061N DQ 9

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

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

                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-A

                    CLASS A-3 FLOATING RATE ASSET BACKED NOTE

                  AmeriCredit Automobile Receivables Trust 2001-A, a business
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "ISSUER"), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED FOURTEEN
MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is
$214,000,000 and the denominator of which is $214,000,000 by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A-3 Notes pursuant to the Indenture;
PROVIDED, HOWEVER, that the entire unpaid principal amount of this Note shall
be due and payable on the June 13, 2005 Insured Distribution Date (the "FINAL
SCHEDULED DISTRIBUTION DATE"). The Issuer will pay interest on this Note at
the floating rate per annum equal to LIBOR plus 0.20% on each Distribution
Date until the principal of this Note is paid or made available for payment.
Interest on this Note will accrue for each Distribution Date from the most
recent Distribution Date on which interest has been paid to but excluding
such Distribution Date or, if no interest has yet been paid, from February 6,
2001. Interest will be computed on the basis of a 360-day year and the actual
number of days in the related Interest Period. Such principal of and interest
on this Note shall be paid in the manner specified on the reverse hereof.


<PAGE>

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

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

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

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


                                  A-4-2
<PAGE>

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

                                       AMERICREDIT AUTOMOBILE RECEIVABLES
                                       TRUST 2001-A

                                       By:


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


                                       By:____________________________________
                                       Name:
                                       Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Date:  February 6, 2001                THE CHASE MANHATTAN BANK, not in its
                                       individual capacity but solely as Trustee



                                       By:_____________________________________
                                          Authorized Signer


<PAGE>

                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-3 Floating Rate Asset Backed Notes (herein
called the "CLASS A-3 NOTES"), all issued under an Indenture dated as of
January 25, 2001 (such indenture, as supplemented or amended, is herein
called the "INDENTURE"), between the Issuer and The Chase Manhattan Bank, as
trustee (the "TRUSTEE", which term includes any successor Trustee under the
Indenture) and as trust collateral agent (the "TRUST COLLATERAL AGENT"),
which term includes any successor Trust Collateral Agent) to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Trustee and the Holders of the Notes. The Notes are subject to all terms
of the Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to
them in or pursuant to the Indenture, as so supplemented or amended.

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

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

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

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


                                  A-3-4
<PAGE>

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

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

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

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


                                  A-3-5
<PAGE>

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

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

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

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

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

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

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

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


                                  A-3-6
<PAGE>

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













                                  A-3-7


<PAGE>

                                   ASSIGNMENT

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

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

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


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


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

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


                                  A-3-8
<PAGE>

                                                                     EXHIBIT A-4

REGISTERED                                                          $471,000,000

No. RB-A-4

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                          CUSIP NO. 03061N DR 7

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

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

                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-A

                    CLASS A-4 FLOATING RATE ASSET BACKED NOTE

                  AmeriCredit Automobile Receivables Trust 2001-A, a business
trust organized and existing under the laws of the State of Delaware (herein
referred to as the "ISSUER"), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of FOUR HUNDRED
SEVENTY-ONE MILLION DOLLARS payable on each Distribution Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $471,000,000 and the denominator of which is $471,000,000 by (ii)
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A-4 Notes pursuant to the Indenture;
PROVIDED, HOWEVER, that the entire unpaid principal amount of this Note shall
be due and payable on the December 12, 2007 Insured Distribution Date (the
"FINAL SCHEDULED DISTRIBUTION DATE"). The Issuer will pay interest on this
Note at the floating rate per annum equal to LIBOR plus 0.24% on each
Distribution Date until the principal of this Note is paid or made available
for payment. Interest on this Note will accrue for each Distribution Date
from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from
February 6, 2001. Interest will be computed on the basis of a 360-day year
and the actual number of days in the related Interest Period. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.


<PAGE>

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

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

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

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


                                  A-4-2
<PAGE>

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

                                       AMERICREDIT AUTOMOBILE RECEIVABLES
                                       TRUST 2001-A


                                       By:


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


                                       By:_____________________________________
                                       Name:
                                       Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:  February 6, 2001                THE CHASE MANHATTAN BANK, not in its
                                       individual capacity but solely as Trustee



                                       By:_____________________________________
                                          Authorized Signer


<PAGE>

                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-4 Floating Rate Asset Backed Notes (herein
called the "CLASS A-4 NOTES"), all issued under an Indenture dated as of
January 25, 2001 (such indenture, as supplemented or amended, is herein
called the "INDENTURE"), between the Issuer and The Chase Manhattan Bank, as
trustee (the "TRUSTEE", which term includes any successor Trustee under the
Indenture) and as trust collateral agent (the "TRUST COLLATERAL AGENT"),
which term includes any successor Trust Collateral Agent) to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Trustee and the Holders of the Notes. The Notes are subject to all terms
of the Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to
them in or pursuant to the Indenture, as so supplemented or amended.

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

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

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

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


<PAGE>

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

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

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

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


                                  A-4-5
<PAGE>

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

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

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

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

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

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

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

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


                                  A-4-6
<PAGE>

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


                                  A-4-7
<PAGE>

                                   ASSIGNMENT

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

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

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


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

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



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


                                  A-4-8