Credit Agreement - AFS Funding Corp., AmeriCredit Corp., AmeriCredit Financial Services Inc., AmeriCredit Management Co., Bankers Trust Co. and Credit Suisse First Boston


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                                     $225,000,000
                                   CREDIT AGREEMENT

                             Dated as of October 14, 1999

                                        among

                                  AFS FUNDING CORP.,

                                   as the Borrower

                                  AMERICREDIT CORP.,
                         AMERICREDIT FINANCIAL SERVICES INC.,
                           AMERICREDIT MANAGEMENT COMPANY,

                             each as a Contingent Obligor

                              THE FINANCIAL INSTITUTIONS
                      FROM TIME TO TIME PARTY HERETO AS LENDERS

                                    as the Lenders

                                BANKERS TRUST COMPANY,

                              as Lender Collateral Agent

                                         and

                     CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,

                             as the Administrative Agent

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                                  TABLE OF CONTENTS


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . . . . . 2
          SECTION 1.01   Certain Defined Terms . . . . . . . . . . . . . . . 2
          SECTION 1.02   Computation of Time Periods.. . . . . . . . . . . . 2
          SECTION 1.03   Accounting Terms. . . . . . . . . . . . . . . . . . 2
          SECTION 1.04   Other Terms.. . . . . . . . . . . . . . . . . . . . 3

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES . . . . . . . . . . . . . . . . 3
          SECTION 2.01   The Line of Credit; Lender Notes. . . . . . . . . . 3
          SECTION 2.02   Borrowings; Notices of Borrowing and Advances.. . . 4
          SECTION 2.03   [RESERVED]. . . . . . . . . . . . . . . . . . . . . 7
          SECTION 2.04   Reductions of Commitments.. . . . . . . . . . . . . 7
          SECTION 2.05   Prepayments of the Borrowings . . . . . . . . . . . 7
          SECTION 2.06   Interest on the Advances. . . . . . . . . . . . . . 8
          SECTION 2.07   Interest Rate Protection. . . . . . . . . . . . . .10
          SECTION 2.08   Voluntary Conversion and Continuation of Advances..11
          SECTION 2.09   Fees. . . . . . . . . . . . . . . . . . . . . . . .13
          SECTION 2.10   Extensions of Commitment Expiration Date. . . . . .13
          SECTION 2.11   Increased Costs; Increased Capital. . . . . . . . .13
          SECTION 2.12   Taxes.. . . . . . . . . . . . . . . . . . . . . . .15
          SECTION 2.13   Payments and Computations.. . . . . . . . . . . . .16
          SECTION 2.14   Indemnification for Loss. . . . . . . . . . . . . .17
          SECTION 2.15   Illegality. . . . . . . . . . . . . . . . . . . . .18
          SECTION 2.16   Option to Fund. . . . . . . . . . . . . . . . . . .19
          SECTION 2.17   Sharing of Payments, Etc. . . . . . . . . . . . . .19
          SECTION 2.18   Administrative Agent's Records. . . . . . . . . . .19

ARTICLE II AGUARANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
     SECTION 2A.01  Guaranty of Payment and Performance. . . . . . . . . . .20
     SECTION 2A.02  Contingent Obligor's Agreement to Pay. . . . . . . . . .20
     SECTION 2A.03. Limited Guaranty . . . . . . . . . . . . . . . . . . . .21

ARTICLE III CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . .21
          SECTION 3.01   Condition Precedent to the Effectiveness of this
                         Agreement.. . . . . . . . . . . . . . . . . . . . .21
          SECTION 3.02   Conditions Precedent to Borrowings, Conversions and
                         Continuations.. . . . . . . . . . . . . . . . . . .25
          SECTION 3.03   Special Conditions to Advances under Liquidity
                         Commitments.. . . . . . . . . . . . . . . . . . . .29


                                       (i)



ARTICLE IV REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . .29
          SECTION 4.01   Representations and Warranties with respect to the
                         Borrower. . . . . . . . . . . . . . . . . . . . . .29
          SECTION 4.02   Representations and Warranties with respect to the 
                         Spread Account Depositor. . . . . . . . . . . . . .34
          SECTION 4.03   Representations and Warranties with respect to each
                         Contingent Obligor. . . . . . . . . . . . . . . . .35
          SECTION 4.04   Limited Remedies and Recourse for Breach. . . . . .36

ARTICLE V COVENANTS OF WITH RESPECT TO THE BORROWER. . . . . . . . . . . . .36
          SECTION 5.01   Affirmative Covenants.. . . . . . . . . . . . . . .36
          SECTION 5.02   Negative Covenants. . . . . . . . . . . . . . . . .44
          SECTION 5.03   Limited Remedies and Recourse for Breach. . . . . .47

ARTICLE VA CONTINGENT OBLIGOR COVENANTS. . . . . . . . . . . . . . . . . . .47
          SECTION 5A.01  Covenant of Each Contingent Obligor . . . . . . . .47
          SECTION 5A.02  Covenants of ACFS . . . . . . . . . . . . . . . . .47

ARTICLE VI EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . .49
          SECTION 6.01   Events of Default.. . . . . . . . . . . . . . . . .49
          SECTION 6.02   Remedies. . . . . . . . . . . . . . . . . . . . . .51

ARTICLE VIA EVENTS OF EARLY TERMINATION. . . . . . . . . . . . . . . . . . .52
          SECTION 6A.01  Events of Early Termination.. . . . . . . . . . . .52
          SECTION 6A.02  Consequences. . . . . . . . . . . . . . . . . . . .53

ARTICLE VIB EVENTS OF EARLY AMORTIZATION . . . . . . . . . . . . . . . . . .53
          SECTION 6B.01  Events of Early Amortization. . . . . . . . . . . .53
          SECTION 6B.02  Consequences.   . . . . . . . . . . . . . . . . . .54

ARTICLE VII THE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .54
          SECTION 7.01   Appointment.. . . . . . . . . . . . . . . . . . . .54
          SECTION 7.02   Delegation of Duties. . . . . . . . . . . . . . . .54
          SECTION 7.03   Exculpatory Provisions. . . . . . . . . . . . . . .55
          SECTION 7.04   Reliance by Agent.. . . . . . . . . . . . . . . . .55
          SECTION 7.05   Notices.. . . . . . . . . . . . . . . . . . . . . .55
          SECTION 7.06   Non-Reliance on Agent and Other Lenders.. . . . . .56
          SECTION 7.07   Indemnification.. . . . . . . . . . . . . . . . . .56
          SECTION 7.08   Agent in its Individual Capacity. . . . . . . . . .57
          SECTION 7.09   Successor Agent.. . . . . . . . . . . . . . . . . .57

ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . .58
          SECTION 8.01   Amendments, Etc.. . . . . . . . . . . . . . . . . .58
          SECTION 8.02   Notices, Etc. . . . . . . . . . . . . . . . . . . .59


                                       (ii)


          SECTION 8.03   No Waiver; Remedies.. . . . . . . . . . . . . . . .60
          SECTION 8.04   Costs, Expenses and Indemnification.. . . . . . . .61
          SECTION 8.05   Binding Effect; Termination.. . . . . . . . . . . .61
          SECTION 8.06   Assignments and Participation.. . . . . . . . . . .61
          SECTION 8.07   No Proceedings. . . . . . . . . . . . . . . . . . .65
          SECTION 8.08   Submission to Jurisdiction; Waivers.. . . . . . . .66
          SECTION 8.09   WAIVERS OF JURY TRIAL.. . . . . . . . . . . . . . .66
          SECTION 8.10   GOVERNING LAW . . . . . . . . . . . . . . . . . . .67
          SECTION 8.11   Execution in Counterparts.. . . . . . . . . . . . .67
          SECTION 8.12   Headings. . . . . . . . . . . . . . . . . . . . . .67
          SECTION 8.13   Severability. . . . . . . . . . . . . . . . . . . .67
          SECTION 8.14   Integration.. . . . . . . . . . . . . . . . . . . .67
          SECTION 8.15   Right of Set-Off. . . . . . . . . . . . . . . . . .67
          SECTION 8.16   Limitation of Liability.. . . . . . . . . . . . . .68
          SECTION 8.17   No Recourse Against Certain Persons.. . . . . . . .68
          SECTION 8.18   Treatment of Certain Information. . . . . . . . . .69
          SECTION 8.19   Certain Payments. . . . . . . . . . . . . . . . . .69
          SECTION 8.20   Unenforceability of Contingent Obligations Against
                         Borrower. . . . . . . . . . . . . . . . . . . . . .70
          SECTION 8.21   Waiver of Subrogation . . . . . . . . . . . . . . .70
          SECTION 8.22   Subordination . . . . . . . . . . . . . . . . . . .70
          SECTION 8.23   Waivers by Contingent Obligors. . . . . . . . . . .71
          SECTION 8.24   Non-Recourse; Subordination of Interest on Borrower
                         Collateral. . . . . . . . . . . . . . . . . . . . .71
          SECTION 8.25   Third Party Beneficiary . . . . . . . . . . . . . .72

ARTICLE IX FURTHERANCE OF SUBORDINATION. . . . . . . . . . . . . . . . . . .73
          SECTION 9.01   Remedies Limited. . . . . . . . . . . . . . . . . .73
          SECTION 9.02   Obligations Limited.. . . . . . . . . . . . . . . .73
          SECTION 9.03   Subordination Agreement Governs.. . . . . . . . . .73
          SECTION 9.04   Survival. . . . . . . . . . . . . . . . . . . . . .73








                                       (iii)



                                  LIST OF SCHEDULES

Schedule I     List of Applicable Lending Offices


























                                       (iv)



                                   LIST OF EXHIBITS

Exhibit A      Form of Lender Note
Exhibit B      Form of Notice of Borrowing
Exhibit C      Form of Notice of Conversion/Continuation
Exhibit D      Form of Assignment and Assumption Agreement
Exhibit E      Form of Confidentiality Agreement
Exhibit F      List of Series Transaction Document

                                  LIST OF APPENDICES

Appendix A          Certain Definitions
     
                                   LIST OF ANNEXES

Annex I        Calculation of Maximum Net Cumulative Losses 
Annex II       Cumulative Gross Default/Cumulative Net Loss Triggers
Annex III      Information on Underlying Transactions Documents























                                       (v)



          CREDIT AGREEMENT, dated as of October 14, 1999, by and among AFS
FUNDING CORP., a Nevada corporation (the "BORROWER"), AMERICREDIT CORP., a Texas
corporation ("ACC"), AMERICREDIT FINANCIAL SERVICES INC., a Delaware corporation
("ACFS"), AMERICREDIT MANAGEMENT COMPANY, a Delaware corporation ("AMC",
together with ACC and ACFS, each a "CONTINGENT OBLIGOR" and collectively, the
"CONTINGENT OBLIGORS"), the LENDERS from time to time parties hereto (the
Conduit Lenders, the Liquidity Lenders and the Non-contingent Lenders,
collectively, the "LENDERS"), Bankers Trust Company, a New York banking
corporation ("BANKERS TRUST"), as collateral agent under the terms of the
Security Agreement (defined below) (in such capacity, the "LENDER COLLATERAL
AGENT"), and CREDIT SUISSE FIRST BOSTON, a Swiss banking corporation acting
through its New York Branch, as administrative agent for the Lenders (together
with its successors in such capacity, the "ADMINISTRATIVE AGENT"). 


                                    RECITALS

          1.     The Borrower has sold and contemplates selling, from time to
time, pools of receivables to various trusts which have issued and may issue
various series of notes or certificates (each a "SERIES") which will be repaid
by the proceeds of, or represent an interest in, as the case may be, such pools
of receivables.

          2.     A spread account has been (with respect to existing Series),
and it is contemplated that in accordance with the terms of future Series, shall
be, established into which the Borrower and/or AFS Funding Trust, a Delaware
business trust which is owned by the Borrower (the "SPREAD ACCOUNT DEPOSITOR"),
has deposited, or shall be obligated to deposit, certain moneys on or about the
closing date for each Series (each an "INITIAL SPREAD ACCOUNT DEPOSIT", and
collectively, the "INITIAL SPREAD ACCOUNT DEPOSITS"). 

          3.     In order to reduce the amount which the Spread Account
Depositor is obligated to advance as an Initial Spread Account Deposit with
respect to future Series, the Borrower and/or the Spread Account Depositor
intends to deposit certain moneys on or about the closing date for each Series
(each a "RCCA DEPOSIT", and collectively, the "RCCA DEPOSITS") in a replacement
cash collateral account (each, an "RCCA", and collectively, the "RCCAS") to
provide credit support to FSA (as defined herein) in connection with the
insurance policies it has issued and will issue with respect to the Series.

          4.     In order to fund the RCCAs, the Borrower has requested that the
Lenders establish a revolving line of credit to the Borrower providing for
Borrowings (as defined herein) of up to $225,000,000 in the aggregate at any
time outstanding.

          5.     Upon the terms and conditions contained in this Agreement and
the other Transaction Agreements, the Lenders are willing to provide such a line
of credit to the Borrower.




          6.     Pursuant to the RCCA Agreement (as defined herein), Bank One,
N.A., as collateral agent (the "RCCA AGENT"), shall hold a security interest in
the RCCAs for the benefit of FSA in the first instance and thereafter, the
Lenders.

          7.     The Borrower is a Subsidiary of ACC and AFCS and an Affiliate
of AMC and as such, each Contingent Obligor will benefit from the extensions of
credit to the Borrower under this Agreement. 

          8.     Pursuant to the Security Agreement (as defined herein), the
Lender Collateral Agent, for the benefit of the Secured Parties (as such term is
defined in the Security Agreement), as security for certain obligations of the
Borrower (including its obligations under this Agreement), shall hold  a
security interest in certain property of the Borrower.

          9.     The Borrower has assigned to the Spread Account Depositor all
its rights under the Spread Account Agreement and, upon issuance of each new
Series, will assign to the Spread Account Depositor all its ownership interests
in the issuer trust formed in connection with such Series.


                                   AGREEMENTS

          In consideration of the premises and of the agreements herein
contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Borrower, the Contingent
Obligors, the Lenders, the Lender Collateral Agent and the Administrative Agent
hereby agree as follows:


ARTICLE 1
                        DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.1   CERTAIN DEFINED TERMS.   Certain capitalized terms used
in this Agreement and not otherwise defined herein shall have the respective
meanings set forth in APPENDIX A hereto or, if not defined therein, shall have
the respective meanings set forth in the Security Agreement.

          SECTION 1.2   COMPUTATION OF TIME PERIODS.  In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
means "to but excluding."  Periods of days referred to in this Agreement shall
be counted in calendar days unless Business Days are expressly prescribed and
references in this Agreement to months and years shall be to calendar months and
calendar years unless otherwise specified.

          SECTION 1.3   ACCOUNTING TERMS.  All accounting terms not specifically
defined otherwise herein shall have the meaning customarily given in accordance
with GAAP, and all 


                                       -2-



financial computations hereunder shall be computed, unless specifically 
provided otherwise herein, in accordance with GAAP.

          SECTION 1.4   OTHER TERMS.  Any references herein to Exhibits,
Schedules, Appendices, Sections or Articles are references to Exhibits,
Schedules, Appendices, Sections or Articles of this Agreement, unless otherwise
specified.  The words "including" and "include" are deemed to be followed by the
words "without limitation."


ARTICLE 2                                  
                       AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.1   THE LINE OF CREDIT; LENDER NOTES.

          (1)    On and subject to the terms and conditions hereinafter set 
forth, during the Commitment Period, the Borrower shall be entitled, from 
time to time, to request Advances from the Lenders.  The Advances made to 
fund any RCCA Deposit shall not in the aggregate exceed the Maximum Borrowing 
Percentage of the initial aggregate principal amount of the securities 
constituting the relevant Designated Series.  The Conduit Lenders may, and to 
the extent a Conduit Lender has elected not to make an Advance, the Liquidity 
Lenders for such Conduit Lender, in accordance with subsection 2.02(e), 
shall, and the Non-contingent Lenders shall, make such Advances to the 
Borrower as herein provided. The parties hereto agree that following the 
Borrowings relating to the RCCA Deposit of any Designated Series (each such 
Borrowing a "DESIGNATED SERIES BORROWING"), which Borrowings in the aggregate 
shall not exceed the Maximum Borrowing Percentage of the initial aggregate 
principal amount of the securities constituting the relevant Designated 
Series, no additional Borrowing shall be requested by the Borrower nor made 
by the Lenders with respect to such Designated Series.  Each Lender's PRO 
RATA share of any Borrowing hereunder shall be as set forth in SECTION 2.02.  
The Borrower may not request Advances, and a Conduit Lender may elect not to 
make, and no Liquidity Lender or Non-contingent Lender shall be required to 
make, Advances, if after giving effect to such Advance the aggregate 
outstanding principal amount of such Conduit Lender's Advances would exceed 
its Available Maximum Advance Amount or if the aggregate outstanding 
principal amount of such Liquidity Lender's Advances or such Non-contingent 
Lender's Advances would exceed its Available Commitment Amount. Within the 
limits set forth in this Agreement and within the limits of each Liquidity 
Lender's or Non-contingent Lender's Available Commitment Amount or each 
Conduit Lender's Available Maximum Advance Amount, as applicable, during the 
Commitment Period the Borrower may borrow, repay pursuant to SECTION 2.05 
(and subject to the provisions of the Subordination Agreement and Article IX 
hereof) and reborrow (but only to fund the RCCA Deposits relating to new 
Designated Series) under this SECTION 2.01 and SECTION 2.02.   Subject to the 
terms of SECTION 2.05, prior to the Facility Maturity Date and 
notwithstanding the termination of the Commitment Period, any outstanding 
Advances (other than any Advance which is a part of a Designated Series 
Borrowing whose Designated Series Maturity Date has occurred) may, at the 
option of the Borrower, be Converted or Continued pursuant to the terms of 
SECTION 2.08.


                                       -3-



          (2)    The Advances made by each Lender shall be evidenced by a 
promissory note of the Borrower, substantially in the form of EXHIBIT A, 
bearing the legend set forth in Exhibit A regarding subordination, with 
appropriate insertions therein as to date and principal amount (each, as 
indorsed or modified from time to time, a "LENDER NOTE" and, collectively 
with the Lender Notes of all other Lenders, the "LENDER NOTES"), payable to 
the order of such Lender for the account of its Applicable Lending Office, 
dated the Closing Date (or, if later, the date of the Assignment and 
Assumption pursuant to which such Lender became a party to this Agreement) 
and in the stated principal amount equal to in the case of a Non-contingent 
Lender, its Non-contingent Lending Commitment Amount, or in the case of a 
Liquidity Lender, its Liquidity Commitment Amount, or, in the case of a 
Conduit Lender, its Maximum Advance Amount.

          (3)    With respect to each Designated Series Borrowing, the entire 
outstanding principal amount of such Designated Series Borrowing shall mature 
and be due and payable on the later of the applicable Designated Series 
Maturity Date and the earliest date permitted under the provisions of the 
Subordination Agreement and Article IX hereof, together with all accrued and 
unpaid amounts due under this Agreement or other Transaction Documents with 
respect to such Designated Series Borrowing.  In the event the aggregate 
amount of funds in any RCCA with respect to a Designated Series (including 
the value of all investments made by the trustee of such Designated Series in 
Cash Equivalents or other investments permitted under the related Series 
Transaction Documents) is less than the aggregate outstanding principal 
amount of the Designated Series Borrowings advanced to fund such RCCA, the 
portion of such Designated Series Borrowings equal to such deficiency shall 
be due and payable immediately, if permitted under the provisions of the 
Subordination Agreement and Article IX hereof, or otherwise at the earliest 
date permitted under the provisions of the Subordination Agreement and 
Article IX hereof together with all accrued and unpaid amounts due under this 
Agreement or other Transaction Documents with respect to that portion of such 
Designated Series Borrowings, including without limitation any amounts which 
may be due under SECTION 2.14.  Without limiting the foregoing, the entire 
outstanding principal amount of all Borrowings shall mature and be due and 
payable on the later of the Facility Maturity Date and the earliest date 
permitted under the provisions of the Subordination Agreement and Article IX 
hereof, together with all accrued and unpaid interest thereon and all other 
accrued and unpaid amounts due under this Agreement and the other Transaction 
Documents.

          SECTION 2.2   BORROWINGS; NOTICES OF BORROWING AND ADVANCES.

          (1)    The Borrower shall give the Administrative Agent written notice
(a "NOTICE OF BORROWING") not later than 4:00 p.m. (New York City time) on the
Business Day prior to a Borrowing hereunder proposed to consist of Base Rate
Advances or Commercial Paper Rate Advances, and not later than 4:00 p.m. (New
York City time) on the third Business Day prior to a Borrowing hereunder
proposed to consist of Eurodollar Rate Advances.   If a Notice of Borrowing is
transmitted by telecopy, the Borrower shall promptly provide written
confirmation thereof to the Administrative Agent.  A Notice of Borrowing shall
be substantially in the form of EXHIBIT B hereto and shall specify, subject to
the terms and conditions of this Agreement, (i) the date of the proposed
Borrowing (the "BORROWING DATE"), (ii) the amount of the proposed Borrowing, and
(iii) the Type or Types of the Advances to be made as part of such proposed
Borrowing.  Each Notice of 


                                       -4-



Borrowing shall be irrevocable.  If the Administrative Agent receives a 
Notice of Borrowing at or before 4:00 p.m. on a Business Day, it shall 
provide each Lender with a copy thereof on such Business Day, and otherwise 
it shall provide each Lender with a copy thereof on the following Business 
Day.

          (2)    The Borrowing Date specified in any Notice of Borrowing 
shall be a Business Day during the Commitment Period. 

          (3)    Unless the Administrative Agent otherwise consents, the 
amount of any proposed Borrowing shall be at least $3,000,000.

          (4)    All Advances in respect of a Borrowing specified in a Notice 
of Borrowing shall be of the same Type, except that if on the applicable 
Borrowing Date there are both Conduit Lenders and Non-contingent Lenders, a 
Notice of Borrowing may specify that all Advances by Conduit Lenders are to 
be Commercial Paper Rate Advances and all Advances to be made by such 
Non-contingent Lenders are to be Base Rate Advances or Eurodollar Rate 
Advances.  The Borrower may request Commercial Paper Rate Advances only from 
Conduit Lenders.  If there are Conduit Lenders as of a Borrowing Date, the 
Borrower must request that each Conduit Lender's Advance in respect of a 
Borrowing on such Borrowing Date be a Commercial Paper Rate Advance, unless 
such Conduit Lender otherwise consents or has advised the Borrower that it 
has ceased or as of such Borrowing Date will cease for any reason to fund its 
making or maintenance of its Advances with Commercial Paper Notes (including 
by reason of its obtaining Support Advances). It is the intent of the 
Borrower  and the Conduit Lenders to fund Advances in the commercial paper 
market to the extent practicable.

          (5)    On and subject to the terms and conditions of this 
Agreement, following receipt by the Administrative Agent and the Lenders of a 
proper Notice of Borrowing, (i) each Conduit Lender may elect to make an 
Advance on the applicable Borrowing Date in an amount equal to its Lending 
Percentage of the requested Borrowing, and (ii) each Non-contingent Lender 
shall make an Advance on such Borrowing Date in an amount equal to its 
Lending Percentage (as a Non-contingent Lender) of such Borrowing.  Each 
Conduit Lender shall notify the Administrative Agent and each of its related 
Liquidity Lenders at or before 11:30 a.m. (New York City time) on the 
applicable Borrowing Date whether it has elected to make its Advance pursuant 
to this SECTION 2.02(e) in respect of the Borrowing to be made on such date 
and, if not, shall in such notice specify the identity of each of its 
Liquidity Lenders and their respective Liquidity Percentages on such 
Borrowing Date.  In the event that a Conduit Lender has elected not to make 
such Advance or shall not have timely provided such notice (in which case it 
shall be deemed to have elected not to make such Advance), each of such 
Conduit Lender's Liquidity Lenders shall make an Advance on such Borrowing 
Date in an amount equal to its Liquidity Percentage of such Conduit Lender's 
Lending Percentage of the Borrowing to be made on such Borrowing Date.

          (6)    Each applicable Lender shall (subject to SECTION 2.02(g) in the
case of Conduit Lenders), before 11:30 p.m. (New York City time) on a Borrowing
Date, make available for the account of its Applicable Lending Office to the
Administrative Agent at its account referred 


                                       -5-



to in SECTION 2.13(a), by wire transfer of immediately available funds, such 
Lender's PRO RATA share of such requested Borrowing.  The Administrative 
Agent shall promptly notify the Borrower in the event that any Lender either 
fails to make such funds available to the Administrative Agent before such 
time or notifies the Administrative Agent that it will not make such funds 
available to the Administrative Agent before such time; PROVIDED, however, 
that the Administrative Agent shall have no liability for failing to give any 
notice as provided in this sentence.  Subject to (x) the Administrative 
Agent's receipt of such funds and (y) the fulfillment of the applicable 
conditions set forth in ARTICLE III, as determined by the Administrative 
Agent, the Administrative Agent will by no later than 12:00 noon (New York 
City time) on such Borrowing Date make such funds available, in the same type 
of funds received, by wire transfer thereof to the relevant RCCA (which shall 
be designated by the Borrower in the Notice of Borrowing).

          (7)    In the event that a Conduit Lender elected to make an 
Advance on a Borrowing Date but failed to do so by the time contemplated by 
SECTION 2.02(f), such Lender shall be deemed to have rescinded its election 
to make such Advance, and neither the Borrower nor any other party shall have 
any claim against such Conduit Lender by reason for its failure to timely 
make such Advance.  In any such case, the Administrative Agent shall give 
notice of such failure not later than 12:00 noon (New York City time) on the 
Borrowing Date to each Liquidity Lender with respect to such Conduit Lender, 
which notice shall specify the identity of such Conduit Lender, the amount of 
the Advance which it had elected to make and the respective Liquidity 
Percentages of such Liquidity Lenders on such Borrowing Date (as determined 
by the Administrative Agent in good faith; for purposes of such 
determination, the Administrative Agent shall be entitled to rely 
conclusively on the most recent information provided by such Conduit Lender 
or its agent or by the agent for its Support Parties).  Subject to receiving 
such notice, each of such Conduit Lender's Liquidity Lenders shall make an 
Advance on such Borrowing Date in an amount equal to its Liquidity Percentage 
of such Conduit Lender's Lending Percentage of the Borrowing to be made on 
such Borrowing Date at or before 1:00 p.m. (New York City time) on such 
Borrowing Date and otherwise in accordance with SECTION 2.02(f).  Subject to 
(x) the Administrative Agent's receipt of such funds and (y) the fulfillment 
of the applicable conditions set forth in ARTICLE III, as determined by the 
Administrative Agent, the Administrative Agent will by no later than 1:30 
p.m. (New York City time) on such Borrowing Date make such funds available, 
in the same type of funds received, by wire transfer thereof to the relevant 
RCCA (which shall be designated by the Borrower in the Notice of Borrowing).  
In the event that any Liquidity Lender made an Advance on a Borrowing Date in 
lieu of a Conduit Lender, not later than the Business Day following such 
Borrowing Date, the Administrative Agent shall give notice to the Borrower 
specifying the amount of such Advance and identifying such Liquidity Lender.

          (8)    Advances made by Lenders in respect of a Notice of Borrowing 
shall initially be of the Type or Types specified in such Notice of 
Borrowing; PROVIDED that if a Notice of Borrowing requested Advances from 
Conduit Lenders to be Commercial Paper Rate Advances and one or more 
Liquidity Lenders made Advances in lieu of Conduit Lenders, the Advances made 
by such Liquidity Lenders shall initially be Base Rate Advances (subject to 
Conversion thereof pursuant to SECTION 2.08).


                                       -6-



          (9)    The obligations of Lenders hereunder, including the 
obligations of the Liquidity Lenders and the Non-contingent Lenders to make 
Advances, shall be several and not joint obligations of such Lenders.  The 
failure of any Liquidity Lender or Non-contingent Lender to make the Advance 
to be made by it as part of any Borrowing shall not relieve any other 
Liquidity Lender or Non-contingent Lender of its obligation hereunder to make 
its Advance on the date of such Borrowing, but except as provided in SECTION 
2.02(g) with respect to Liquidity Lenders, no Lender shall be responsible for 
the failure of any other Lender to make the Advance to be made by such other 
Lender on the date of any Borrowing.

          (10)   Notwithstanding anything in this Section to the contrary, 
the Administrative Agent may, in its sole discretion, accept and act without 
liability upon the basis of a telephonic notice of borrowing (which notice 
shall be irrevocable and shall be promptly confirmed by a written Notice of 
Borrowing sent by facsimile) believed by the Administrative Agent in good 
faith to be from an Authorized Officer of the Borrower.  The Administrative 
Agent's records regarding the terms of such telephone notice of borrowing 
shall be presumptively correct absent manifest error.  The fact that the 
Administrative Agent may so act in any circumstance shall not be deemed a 
waiver of compliance with the procedures of this SECTION 2.02 in any other 
circumstance.

          SECTION 2.3   [RESERVED]

          SECTION 2.4   REDUCTIONS OF COMMITMENTS.

          (1)    The Borrower shall have the right, upon at least three 
Business Day's prior written notice to the Administrative Agent, at any time 
to permanently reduce the Total Commitment Amount to zero and terminate all 
Commitments or from time to time to permanently reduce the Total Commitment 
Amount in part; PROVIDED, HOWEVER, that each partial reduction shall be in 
the amount of at least $20,000,000 or an integral multiple of $1,000,000 in 
excess of that amount.

          (2)    The Total Commitment Amount shall automatically be permanently
reduced by the amount of any payments by the Contingent Obligors hereunder with
respect to (i) the Contingent Obligations with respect to the principal amount
of Advances, (ii) the amounts payable by the Contingent Obligors pursuant to
Section 2.05(e)(ii) and (iii) the amounts payable by the Contingent Obligors
pursuant to Section 6.02 with respect to the principal amount of Advances.

          (3)    Each reduction in the Total Commitment Amount shall be applied
PRO RATA to the Non-contingent Lending Commitment Amount of each Non-contingent
Lender and to the Maximum Advance Amount of each Conduit Lender according to
such Lender's Lending Percentage.  Each reduction in the Maximum Advance Amount
of a Conduit Lender shall automatically result in a PRO RATA reduction of the
Liquidity Commitment Amount of each Liquidity Lender relating to such Conduit
Lender according to each such Liquidity Lender's Liquidity Commitment Amount. 
The Total Commitment Amount shall not be reduced below an amount equal to the
outstanding principal amount of all Advances.


                                       -7-



          SECTION 2.5   PREPAYMENTS OF THE BORROWINGS.

          (1)    The Borrowings shall not be prepaid except as expressly set
forth herein.

          (2)    [RESERVED]

          (3)    MANDATORY PREPAYMENT OF THE BORROWINGS ARISING FROM RCCA
DISTRIBUTIONS.  Subject to the provisions of the Subordination Agreement and
Article IX hereof, until this Agreement has been terminated and all outstanding
Borrowings, all accrued and unpaid interest on such Borrowings, and all other
accrued and unpaid amounts due under this Agreement and other Transaction
Documents have been paid in full, the Borrower shall pay, from time to time,
immediately upon its receipt of the same, to the Lender Collateral Agent, all
RCCA Distributions.  Subject to the provisions of the Subordination Agreement
and Article IX hereof, all RCCA Distributions paid to the Lender Collateral
Agent pursuant to this subsection shall be applied by the Lender Collateral
Agent in accordance with the terms of Section 6 of the Security Agreement.

          (4)    MANDATORY PREPAYMENT OF THE BORROWINGS FOLLOWING DESIGNATED
SERIES AMORTIZATION DATE.  If the entire outstanding principal amount of any
Designated Series Borrowing has not been repaid in full on the related
Designated Series Amortization Date, the Borrower shall repay on such Designated
Series Amortization Date and on each of the four succeeding Distribution Dates,
an amount of the outstanding Borrowings equal to 20% of the outstanding
principal amount of such Designated Series Borrowings on the Designated Series
Amortization Date; provided that no such payment shall be made earlier than the
earliest date permitted under the provisions of the Subordination Agreement and
Article IX hereof.

          (5)    MANDATORY PREPAYMENT OF THE BORROWINGS FOLLOWING EVENT OF EARLY
AMORTIZATION.  Following the occurrence and during the continuance of any Event
of Early Amortization, on each succeeding Distribution Date (i) the Borrower
shall repay an amount of the outstanding Borrowings equal to the Nonallocated
Amount Available (as defined in the Security Agreement) available on such
Distribution Date to be applied pursuant to Section 6(c)(iv) of the Security
Agreement; provided that no such payment shall be made earlier than the earliest
date permitted under the provisions of the Subordination Agreement and Article
IX hereof, and (ii) the Contingent Obligors shall repay an amount of the
Borrowings equal to $5,000,000.

          (6)    IN GENERAL.  Any prepayments of Advances in full or in part to
any Lender shall be made together with accrued interest to the date of such
prepayment on the amount prepaid.  All prepayments of Borrowings shall be
applied PRO RATA based on the outstanding principal amount of Advances owed to
each Lender.  Each prepayment of Advances owed to a Lender shall be applied to
Base Rate Advances, Eurodollar Rate Advances and Commercial Paper Rate Advances
in any manner deemed appropriate by the Administrative Agent, after consultation
with the Borrower.  If any prepayment is made in respect of any Eurodollar Rate
Advance, in whole or in part, prior to the last day of the applicable Interest
Period, or if any prepayment is made in respect of any Commercial Paper Rate
Advance, in whole or in part, prior to the last day of an applicable Fixed
Period, the Borrower agrees to indemnify the affected Lenders in accordance with
SECTION 2.14.


                                     -8-


          SECTION 2.6   INTEREST ON THE ADVANCES.

          (1)    Subject to the provisions of the Subordination Agreement and
Article IX hereof, the Borrower shall pay to the Administrative Agent for the
account of each Lender interest on the unpaid principal amount of each Advance
made by such Lender from the date of such Advance until such principal amount
shall be paid in full, at the following rates per annum:

                 (1)    for Commercial Paper Rate Advances owed to a Conduit
     Lender, a rate per annum equal to the Commercial Paper Rate for such
     Conduit Lender in effect from time to time;

                 (2)    for Eurodollar Rate Advances, a rate per annum equal at
     all times during the Interest Period for such Advance to the Adjusted
     Eurodollar Rate for such Interest Period; and

                 (3)    for Base Rate Advances, a rate per annum equal to the
     Alternate Base Rate in effect from time to time.

          (2)    Subject to the provisions of the Subordination Agreement and
Article IX hereof, Interest on each Advance shall be payable on each Interest
Payment Date for such Advance and upon each payment (including prepayment) of
the Borrowings.

          (3)    Subject to the provisions of the Subordination Agreement and
Article IX hereof, any amount of principal of any Advance or any other amount
owing hereunder which (i) remains outstanding following the Facility Maturity
Date, (ii) is not paid when due (whether at stated maturity, by acceleration or
otherwise) or (iii) is prevented from coming due by operation of the provisions
of the Subordination Agreement and Article IX hereof shall bear interest, from
the date on which such amount is due or would have, but for operation of the
provisions of the Subordination Agreement and Article IX hereof, become due
until such amount is paid in full, payable on the later of the date of demand
and the earliest date permitted under the provisions of the Subordination
Agreement and Article IX hereof, at a rate per annum (the "DEFAULT RATE") equal
at all times (whether before or after the entry of a judgment thereon) to (x)
with respect to any amount of principal, 0.5% plus the rate which would
otherwise be applicable pursuant to SECTION 2.06(a) or (y) with respect to any
other amounts, 5% plus the Alternate Base Rate in effect from time to time.

          (4)    Interest on (i) Base Rate Advances shall be calculated on the
basis of a 365 or 366-day year (as the case may be), and (iii) other Advances
shall be calculated on the basis of a 360-day year, in each case, for the actual
number of days elapsed.  Any change in the interest rate on the Borrowings
resulting from a change in any applicable rate shall become effective as of the
opening of business on the day on which such change in the applicable rate shall
become effective.

          (5)    The Administrative Agent shall promptly notify the Borrower and
the Lenders of the applicable interest rate determined by the Administrative
Agent for purposes of SECTION 2.06(a), but any failure to so notify shall not in
any manner affect the obligation of the 


                                     -9-


Borrower to pay interest on the Borrowings in the amounts and on the dates 
required.  If a Commercial Paper Rate is applicable to an Advance owed to a 
Conduit Lender during any Interest Period, such Conduit Lender shall notify 
the Administrative Agent of the Commercial Paper Rate for such Interest 
Period not later than the Business Day preceding the end of such Interest 
Period (a "COMMERCIAL PAPER RATE DETERMINATION DATE") for the purpose of 
determining the applicable interest rate under SECTION 2.06(a)(i).  Such 
notification may be based on such Conduit Lender's estimate of the Commercial 
Paper Rate, if the actual rate is not then known to such Conduit Lender, and 
in such case, such Conduit Lender shall notify the Administrative Agent on or 
before the following Commercial Paper Rate Determination Date of the amount 
of any variation between interest payable to such Conduit Lender for the 
applicable Interest Period based on such estimate and interest which should 
have been payable to such Conduit Lender for such Interest Period based on 
its final determination (based on the actual rates) of the applicable 
Commercial Paper Rate.  The amount of any shortfall in interest based on such 
variation shall be due and payable to such Conduit Lender on the next 
Interest Payment Date on which interest is payable to such Conduit Lender 
hereunder, and the amount of any overpayment of interest to such Conduit 
Lender based on such variation shall be credited, dollar for dollar, against 
interest otherwise payable to such Conduit Lender on such Interest Payment 
Date.  Each determination of the applicable interest rate by the 
Administrative Agent or a Conduit Lender pursuant to this Agreement shall be 
conclusive and binding on all parties hereto absent manifest error.

          (6)    With respect to any Commercial Paper Rate Advance to be made by
any Conduit Lender, the Administrative Agent, in its sole discretion exercised
in good faith after consultation with such Conduit Lender and the Borrower,
shall select the duration of the initial and each subsequent Fixed Period
relating to such Commercial Paper Rate Advance, provided that any Fixed Period
selected by the Administrative Agent applicable to a Commercial Paper Rate
Advance owing to a Conduit Lender shall have been approved (in writing or by
telephone promptly confirmed in writing) by such Conduit Lender.  In selecting
such Fixed Period, the Administrative Agent shall use reasonable efforts, taking
into consideration the market conditions, to accommodate the Borrower's
preferences; PROVIDED HOWEVER, that the Administrative Agent shall have the
ultimate authority to make all such selections.  Unless consented to or directed
by the Administrative Agent, the aggregate number of Fixed Periods for all
Commercial Paper Rate Advances outstanding at any one time hereunder shall not
exceed 25, it being understood that if necessary to match the funding
requirements of a Conduit Lender, any Commercial Paper Rate Advance may be
divided into portions having different Fixed Periods.

          SECTION 2.7   INTEREST RATE PROTECTION.

          (1)    If, with respect to any Eurodollar Rate Advances, the Liquidity
Lenders or Non-contingent Lenders collectively holding greater than 50% of the
outstanding principal amount of Eurodollar Rate Advances, or in the event that
no Eurodollar Rate Advances are then outstanding, then the Liquidity Lenders or
Non-contingent Lenders collectively holding greater than 50% of the Total
Commitment Amount notify the Administrative Agent that they have determined
(which determination shall be conclusive and binding upon the Borrower) that by
reasons of circumstances affecting the interbank Eurodollar market either
adequate and reasonable means do not exist for 


                                    -10-


ascertaining the Adjusted Eurodollar Rate applicable pursuant to SECTION 
2.06(a)(ii) or that the applicable Adjusted Eurodollar Rate will not 
adequately and fairly reflect the cost to such Lenders of making, funding or 
maintaining their respective Eurodollar Rate Advances, the Administrative 
Agent shall forthwith so notify the Borrower and the Lenders, whereupon

                 (1)    each Eurodollar Rate Advance, to the extent not then
     repaid, will automatically, on the last day of the then existing Interest
     Period therefor, Convert into a Base Rate Advance, and

                 (2)    the obligation of the Lenders to make or to Continue, or
     to Convert Advances into, Eurodollar Rate Advances shall be suspended until
     the Administrative Agent shall notify the Borrower and the Lenders that the
     circumstances causing such suspension no longer exist.

          (2)    On the date on which the aggregate unpaid principal amount of
Advances constituting any Borrowing shall be reduced, by payment or prepayment
or otherwise, to less than $5,000,000, such Advances shall, if they constitute
Eurodollar Rate Advances, automatically Convert into Base Rate Advances, and on
and after such date the right of the Borrower to Convert such Advances into
Advances of a Type other than Base Rate Advances shall terminate unless such
Advances are combined with the Advances constituting another Borrowing, as
contemplated by SECTION 2.08(a), with the result that the aggregate unpaid
principal balance of all the Advances so combined equals or exceeds $5,000,000.

          (3)    If and to the extent that, with respect to a Commercial Paper
Rate Advance from a Conduit Lender, such Conduit Lender shall for any reason
prior to the end of the Fixed Period applicable to such Commercial Paper Rate
Advance (i) assign such Advance or a portion thereof pursuant to a Support
Facility to a Liquidity Lender for such Conduit Lender, or (ii) cease for any
reason to fund its making or maintenance of such Advance or a portion thereof
with Commercial Paper Notes (including by reason of its obtaining Support
Advances), upon notice from such Conduit Lender to the Administrative Agent,
such Commercial Paper Rate Advance, or such portion thereof shall automatically
be Converted into a Base Rate Advance on the effective date of such notice.

          SECTION 2.8   VOLUNTARY CONVERSION AND CONTINUATION OF ADVANCES.

          (1)    Prior to the Facility Maturity Date, the Borrower shall have
the option with respect to any outstanding Advance (other than any Advance which
is part of a Designated Series Borrowing whose Designated Series Maturity Date
has occurred), (i) to Convert all or any portion thereof which constitutes Base
Rate Advances to Eurodollar Rate Advances on any Interest Payment Date; (ii) to
Convert all or any portion of any outstanding Eurodollar Rate Advances to Base
Rate Advances upon the expiration date of the Interest Period applicable to such
Eurodollar Rate Advances; or (iii) to Continue all or any portion of such
Eurodollar Rate Advances as Eurodollar Rate Advances upon the expiration of the
Interest Periods applicable to any outstanding Eurodollar Rate Advances.  In
addition, prior to the Facility Maturity Date the Borrower shall have the option
with respect any outstanding Advance (other than any Advance which is a part of
a Designated 


                                    -11-


Series Borrowing whose Designated Series Maturity Date has occurred) owed to 
a Conduit Lender (i) to Convert all or any portion thereof which constitutes 
a Base Rate Advance to a Commercial Paper Rate Advance upon any Business Day; 
or (ii) to Convert all or any portion thereof which constitutes a Eurodollar 
Rate Advance to a Commercial Paper Rate Advance upon the expiration date of 
the Interest Period applicable to such Eurodollar Rate Advance; PROVIDED that 
no such Advance may be Converted to a Commercial Paper Rate Advance pursuant 
to this sentence if such Conduit Lender shall have given the Administrative 
Agent a notice (which has not been withdrawn by further notice to the 
Administrative Agent) that it has ceased to (or will not) for any reason fund 
its making or maintenance of such Advances or a portion thereof with 
Commercial Paper Notes (including by reason of its obtaining Support 
Advances). Notwithstanding the foregoing, (i) the Borrower shall in no event 
Convert or Continue all or any portion of any Advance unless each other 
Advance of the same Type comprised by the Borrowing that includes that 
Advance is correspondingly Converted or Continued, as applicable; PROVIDED 
that Advances owed to a Conduit Lender may be Converted to Commercial Paper 
Rate Advances although other Advances of the same Type and comprising the 
same Borrowing owed to Lenders which are not Conduit Lenders are not 
correspondingly Converted, and (ii) an Advance which is required to be 
converted pursuant to SECTION 2.07(c) may not later be Converted into or 
Continued as a Eurodollar Rate Advance if the Interest Period applicable 
thereto would end after the date on which such repayment is required to be 
made.  The Borrower's right to Convert or Continue Advances pursuant to this 
SECTION 2.08 shall be understood to include the right (i) to divide any 
Borrowing into two or more Borrowings having aggregate principal equal to the 
principal of such Borrowing or (ii) to combine any two or more Borrowings 
into a single Borrowing having principal equal to the aggregate principal of 
such Borrowings.  If, after giving effect to any combination or division of 
Borrowings as contemplated by this SECTION 2.08(a), the aggregate unpaid 
principal amount of the Advances constituting a Borrowing is less than 
$5,000,000, those Advances may not be Converted into or Continued as 
Eurodollar Rate Advances.

          (2)    To Convert or Continue any Advance under SECTION 2.08(a), the
Borrower shall deliver a Notice of Conversion/Continuation to the Administrative
Agent not later than 4:00 p.m. (New York City time) on (i) the third Business
Day prior to the date of the proposed Conversion/Continuation if such Advance is
to be Converted into or Continued as a Eurodollar Rate Advance or if the Advance
is to be Converted from a Eurodollar Advance into any other Type of Advance, and
(ii) the Business Day prior to the date of the proposed Conversion/Continuation
in any other case.  If a Notice of Conversion/Continuation is transmitted by
telecopy, the Borrower shall promptly provide written confirmation thereof to
the Administrative Agent.  If the Administrative Agent receives such a Notice of
Conversion/Continuation at or before 4:00 p.m. on a Business Day, it shall
provide each Lender with a copy thereof on such Business Day, and otherwise it
shall provide each Lender with a copy thereon on the following Business Day. 
Each Notice of Conversion/Continuation shall be in the form attached hereto as
EXHIBIT C and shall specify (i) the date of such proposed 
Conversion/Continuation (which shall be a Business Day), (ii) the Advances to be
Converted and/or Continued, (iii) the principal amount of the Advances to be
Converted and/or Continued, and (iv) whether such Advance is to be Converted or
Continued.  Any Notice of Conversion/Continuation shall be irrevocable, and the
Borrower shall be bound to Convert or to Continue the Advances in accordance
therewith.  If the Borrower shall fail to deliver a Notice of


                                    -12-


Conversion/Continuation to the Administrative Agent as aforesaid with respect to
any Type of Advance, such Advance shall automatically be Continued as the same
Type of Advance if otherwise permitted by this Agreement on the last day of the
then existing Interest Period therefor or if, not permitted to be so Continued,
shall automatically Convert to a Base Rate Advance on such date.

          (3)    Notwithstanding any provision of SECTION 2.08(b) to the
contrary, the Administrative Agent may, in its sole discretion, accept and act
without liability upon the basis of a telephonic notice of
Conversion/Continuation (which notice shall be irrevocable and shall be promptly
confirmed by a written Notice of Conversion/Continuation sent by facsimile)
believed by the Administrative Agent in good faith to be from an Authorized
Officer of the Borrower.  The Administrative Agent's records regarding the terms
of such telephone notice of such borrowing shall be presumptively correct absent
manifest error.  The fact that the Administrative Agent may so act in any
circumstance shall not be deemed a waiver of compliance with the procedures of
SECTION 2.08(b) in any other circumstance.

          SECTION 2.9   FEES.  The Borrower agrees to pay to the Administrative
Agent those fees set forth in the Fee Letter in accordance with the terms
thereof, subject to the provisions of the Subordination Agreement and Article IX
hereof.

          SECTION 2.10  EXTENSIONS OF COMMITMENT EXPIRATION DATE.  If the
Borrower desires the Commitment Expiration Date to be extended for an additional
year, the Borrower shall so notify the Administrative Agent in writing not more
than 60 days nor less than 30 days prior to the then effective Commitment
Expiration Date.  The Administrative Agent shall promptly give a copy of such
request to each Committed Lender.  If during the 30 days following receipt of
such request, each Committed Lender shall agree in writing to such requested
extension of the Commitment Expiration Date, then, unless the Borrower shall
have determined not to accept such extension prior to the then effective
Commitment Expiration Date, the Commitment Expiration Date shall be so extended.
If any Committed Lender shall not notify the Administrative Agent of its
decision with respect to any such request within 30 days of receipt of such
request, then such Lender shall be deemed to have declined to extend the
Commitment Expiration Date.

          SECTION 2.11  INCREASED COSTS; INCREASED CAPITAL.

          (1)    In the event that any Lender shall have reasonably determined
that any Regulatory Change shall:

                 (1)    subject such Lender to any Taxes of any kind whatsoever,
     other than Excluded Taxes, with respect to this Agreement, its Commitment
     or its Advances, or change the basis of taxation of payments in respect
     thereof; or

                 (2)    impose, modify or hold applicable any reserve, special
     deposit, compulsory loan, assessment, increased cost or similar requirement
     against assets held by, deposits or other liabilities in or for the account
     of, advances, loans or other extensions of credit by, or any other
     acquisition of funds by, such Lender or any office of such Lender in


                                    -13-


     respect of its Commitment or Advances and which, in the case of Eurodollar
     Advances, is not otherwise included in the determination of the Adjusted
     Eurodollar Rate,

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of maintaining its
Commitment or of making, renewing, Converting, Continuing or maintaining its
Advances or to reduce any amount receivable in respect thereof, THEN, in any
such case, after submission by such Lender to the Administrative Agent of a
written request therefor and the submission by the Administrative Agent to the
Borrower of such written request therefor, subject to the provisions of the
Subordination Agreement and Article IX hereof, the Borrower shall pay to the
Administrative Agent for the account of such Lender any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable.

          (2)    In the event that any Lender shall have determined that any
Regulatory Change regarding capital adequacy has the effect of reducing the rate
of return on such Lender's capital or on the capital of any Person directly or
indirectly owning or controlling such Lender as a consequence of its obligations
hereunder or its maintenance of its Commitment or its making, renewing,
Converting, Continuing or maintaining its Advances to a level below that which
such Lender or such Person could have achieved but for such Regulatory Change
(taking into consideration such Lender's or such Person's policies with respect
to capital adequacy) by an amount deemed by such Lender or such Person to be
material, THEN, from time to time, after submission by such Lender to the
Administrative Agent of a written request therefor and submission by the
Administrative Agent to the Borrower of such written request therefor, subject
to the provisions of the Subordination Agreement and Article IX hereof, the
Borrower shall pay to the Administrative Agent for the account of such Lender
such additional amount or amounts as will compensate such Lender or such Person,
as the case may be, for such reduction.

          (3)    Each Lender agrees that it shall use its reasonable efforts to
reduce or eliminate any claim for compensation pursuant to this SECTION 2.11,
including but not limited to designating a different Applicable Lending Office
for its Advances (or any interest therein) if such designation will avoid the
need for, or reduce the amount of, any increased amounts referred to in this
SECTION 2.11 and will not, in the opinion of such Lender, be unlawful or
otherwise disadvantageous to such Lender or inconsistent with its policies or
result in an unreimbursed cost or expense to such Lender or in an increase in
the aggregate amount payable under both this SECTION 2.11 or under SECTION 2.12.

          (4)    Each Lender claiming increased amounts described in this
SECTION 2.11 will furnish to the Administrative Agent (together with its request
for compensation) a certificate prepared in good faith setting forth the basis
and the amount of each request by such Lender for any such increased amounts
referred to in this SECTION 2.11.  Any such certificate shall be conclusive
absent manifest error, and the Administrative Agent shall deliver a copy thereof
to the Borrower.  Failure on the part of any Lender to demand compensation for
any amount pursuant to this SECTION 2.11 with respect to any period shall not
constitute a waiver of such Lender's right to demand compensation with respect
to such period.  All such amounts shall be due and payable to the Administrative
Agent on behalf of such Lender or for its own account, as the case may be,
within 


                                    -14-


five Business Days following receipt by the Borrower of such certificate (or, 
if earlier, on the Designated Series Maturity Date or the Facility Maturity 
Date or when earlier required to be paid as provided herein).

          SECTION 2.12  TAXES.

          (1)    All payments made to the Lenders or the Administrative Agent
under this Agreement and the Lender Notes and the other Transaction Documents
shall, to the extent allowed by law, be made free and clear of, and without
deduction or withholding for or on account of, any present or future income,
stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority (collectively, "TAXES"), excluding income taxes,
franchise taxes imposed in lieu of income taxes or any other taxes based on or
measured by the overall net income of the Lender or its Applicable Lending
Office or the Administrative Agent (as the case may be) by the jurisdiction in
which such Lender or the Administrative Agent (as the case may be) is
incorporated or has its principal place of business or such Applicable Lending
Office (such excluded taxes being herein called "EXCLUDED TAXES").  If any
Taxes, other than Excluded Taxes, are required to be withheld from any amounts
payable to a Lender or the Administrative Agent hereunder or under any Lender
Note or other Transaction Document, THEN after submission by any Lender to the
Administrative Agent (in the case of an amount payable to a Lender) and by the
Administrative Agent to the Borrower of a written request therefor, the amounts
so payable to such Lender or the Administrative Agent, as applicable, shall be
increased, and, subject to the provisions of the Subordination Agreement and
Article IX hereof, the Borrower shall be liable to pay to the Administrative
Agent for the account of such Lender or for its own account, as applicable, the
amount of such increase, to the extent necessary to yield to such Lender or the
Administrative Agent, as applicable (after payment of all such Taxes) interest
or any such other amounts payable hereunder or thereunder at the rates or in the
amounts specified herein or therein; PROVIDED, HOWEVER, that the amounts so
payable to such Lender or the Administrative Agent shall not be increased
pursuant to this SECTION 2.12(a) to the extent such requirement to withhold
results from the failure of such Person to comply with SECTION 2.12(c). 
Whenever any Taxes are payable on or with respect to amounts payable to a Lender
or the Administrative Agent, as promptly as possible thereafter the Borrower
shall send to the Administrative Agent, on behalf of such Lender (if
applicable), a certified copy of an original official receipt showing payment
thereof.  If the Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, on behalf of
itself or such Lender (as applicable), the required receipts or other required
documentary evidence, the Borrower shall, subject to the provisions of the
Subordination Agreement and Article IX hereof, pay to the Administrative Agent
on behalf of such Lender or for its own account, as applicable, any incremental
taxes, interest or penalties that may become payable by such Lender or the
Administrative Agent, as applicable, as a result of any such failure. 

          (2)    A Lender claiming increased amounts under SECTION 2.12(a) for
Taxes paid or payable by such Lender will furnish to the Administrative Agent a
certificate prepared in good faith setting forth the basis and amount of each
request by such Lender for such Taxes, and the Administrative Agent shall
deliver a copy thereof to the Borrower.  The Administrative Agent 


                                    -15-


claiming increased amounts under SECTION 2.12(a)  for its own account for 
Taxes paid or payable by the Administrative Agent will furnish to the 
Borrower a certificate prepared in good faith setting forth the basis and 
amount of each request by the Administrative Agent for such Taxes. Any such 
certificate of a Lender or the Administrative Agent shall be conclusive 
absent manifest error.  Failure on the part of any Lender or the 
Administrative Agent to demand additional amounts pursuant to SECTION 2.12(a) 
with respect to any period shall not constitute a waiver of the right of such 
Lender or the Administrative Agent, as the case may be, to demand 
compensation with respect to such period.  All such amounts shall be due and 
payable to the Administrative Agent on behalf of such Lender or for its own 
account, as the case may be, on the later of (i) the date five Business Days 
following receipt by the Borrower of such certificate (or, if earlier, on the 
Series Maturity Date or on the Facility Maturity Date or when earlier 
required to be paid as provided herein) and (ii) the earliest date permitted 
under the provisions of the Subordination Agreement and Article IX hereof.

          (3)    The Administrative Agent and each Lender that is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
Federal income tax purposes shall, to the extent that it may then do so under
applicable laws and regulations, deliver to the Borrower (with, in the case of
each Lender, a copy to the Administrative Agent) (i) within 15 days after the
date hereof, or, if later, the date on which such Lender becomes a Lender
pursuant to SECTION 8.06 hereof, two (or such other number as may from time to
time be prescribed by applicable laws or regulations) duly completed copies of
IRS Form 4224 or Form 1001 (or any successor forms or other certificates or
statements which may be required from time to time by the relevant United States
taxing authorities or applicable laws or regulations), as appropriate, to permit
the Borrower to make payments hereunder for the account of such Lender or the
Administrative Agent, as the case may be, without deduction or withholding of
United States federal income or similar taxes and (ii) upon the obsolescence of
or after the occurrence of any event requiring a change in, any form or
certificate previously delivered pursuant to this SECTION 2.12(c), copies (in
such numbers as may be from time to time be prescribed by applicable laws or
regulations) of such additional, amended or successor forms, certificates or
statements as may be required under applicable laws or regulations to permit the
Borrower and the Administrative Agent to make payments hereunder for the account
of such Lender or the Administrative Agent, as the case may be, without
deduction or withholding of United States federal income or similar taxes.

          (4)    In addition, subject to the provisions of the Subordination
Agreement and Article IX hereof, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies that arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or any Lender Note or other Transaction Document.

          SECTION 2.13  PAYMENTS AND COMPUTATIONS.

          (1)    The Borrower shall make each payment hereunder, not later than
1:30 p.m. (New York City time) on the day when due by wire transfer in Dollars
and in immediately available funds, without set-off or counterclaim, to the
Administrative Agent at its account maintained at the office of Bank of New
York, New York, New York, ABA No. 021-000-018, to Account No. 890-


                                    -16-


038-6673, Account Name:  Greenwich ISS/RED, Attention: Aimee Sevilla, 
Reference: AmeriCredit RCCA Facility, with telephone notice (including wire 
number) to the Asset Finance Department of the Administrative Agent 
(telephone number (212) 325-9075), or such other account as the Administrative
Agent shall designate in writing to the Borrower.  Subject to the provisions 
of the Subordination Agreement and Article IX hereof, promptly upon receipt 
thereof by the Administrative Agent, each payment of principal on the 
Borrowings shall be remitted by the Administrative Agent in like funds as 
received to each Lender for the account of its Applicable Lending Office PRO 
RATA in accordance with SECTION 2.05 or, in the case of payments received in 
respect of the Facility Maturity Date or at any time thereafter, PRO RATA 
according to the aggregate outstanding principal balance of the Advances owed 
to the Lenders.  Subject to the provisions of the Subordination Agreement and 
Article IX hereof, promptly upon receipt thereof by the Administrative Agent, 
each payment of interest on the Borrowings shall be remitted by the 
Administrative Agent in like funds as received to each Lender for the account 
of its Applicable Lending Office PRO RATA in accordance with the aggregate 
amount of unpaid interest owed to each of the Lenders.  Subject to the 
provisions of the Subordination Agreement and Article IX hereof, promptly 
upon receipt thereof by the Administrative Agent, each payment of Facility 
Fees, Commitment Fees or other fees shall be remitted by the Administrative 
Agent in like funds as received to each Lender entitled thereto for the 
account of its Applicable Lending Office, PRO RATA according to the amount 
thereof owed to each such Lender.  Upon its acceptance of an Assignment and 
Assumption from and after the "Transfer Effective Date" specified in such 
Assignment and Assumption, the Administrative Agent shall make all payments 
hereunder in respect of the interest assigned thereby to the Lender's 
assignee thereunder, for the account of its Applicable Lending Office, and 
the parties to such Assignment and Assumption shall make all appropriate 
adjustments in such payments for periods prior to such effective date 
directly between themselves.

          (2)    Whenever any payment hereunder shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or any fee payable hereunder, as the case may
be, PROVIDED, HOWEVER, that, if such extension would cause payment of interest
on or principal of Eurodollar Rate Advances to be made in the next following
month, such payment shall be made on the immediately preceding Business Day.

          (3)    All computations of fees shall be made by the Administrative
Agent on the basis of a year of 360 days, in each case for the actual number of
days (including the first day but excluding the last day) occurring in the
period for which such fee is payable. 

          SECTION 2.14  INDEMNIFICATION FOR LOSS.  Notwithstanding anything
contained herein to the contrary, (i) if the Borrower shall fail to borrow an
Advance after it has requested such Advance as a Eurodollar Rate Advance or a
Commercial Paper Rate Advance pursuant to SECTION 2.02 or shall fail to Convert
or Continue an Advance after it shall have given notice to do so in which it
shall have requested a Eurodollar Rate Advance or a Commercial Paper Rate
Advance pursuant to SECTION 2.08, (ii) if a Eurodollar Rate Advance shall be
terminated for any reason prior to the last day of the Interest Period
applicable thereto (including by reason of its Conversion), (iii) if a
Commercial Paper Rate Advance shall be terminated for any reason prior to the
last day of any Fixed 


                                    -17-


Period applicable thereto (including by reason of the Conversion thereof 
pursuant to SECTION 2.07(c)), (iv) if any repayment or prepayment of the 
principal amount of a Eurodollar Rate Advance is made for any reason on a 
date which is prior to the last day of the Interest Period applicable 
thereto, or (v) if any repayment or prepayment of the principal amount of a 
Commercial Paper Rate Advance is made for any reason on a date which is prior 
to the last day of any Fixed Period applicable thereto, THEN, subject to the 
provisions of the Subordination Agreement and Article IX hereof, in any such 
case the Borrower agrees to indemnify each affected Lender against, and to 
promptly pay, on the later of the date of demand and the earliest date 
permitted under the provisions of the Subordination Agreement and Article IX 
hereof, directly to such Lender the amount equal to any loss or reasonable 
out-of-pocket expense suffered by such Lender as a result of such failure to 
borrow, Convert or Continue, or such termination, repayment or prepayment, 
including (A) in the case of a Eurodollar Rate Advance, any loss, cost or 
expense suffered by such Lender in liquidating or employing deposits acquired 
to fund or maintain the funding of such Eurodollar Rate Advance, or 
redeploying funds prepaid or repaid, in amounts which correspond to its such 
Eurodollar Rate Advance, (B) in the case of a Commercial Paper Rate Advance, 
any loss, cost or expense suffered by such Lender by reason of its issuance 
of Commercial Paper Notes or its incurrence of other obligations allocated by 
such Lender to its funding or the maintenance of its funding of such 
Commercial Paper Rate Advance, or redeploying funds prepaid or repaid, in 
amounts which correspond to such Commercial Paper Rate Advance, and (C) in 
either case any internal processing charge customarily charged by such Lender 
in connection therewith.  At the election of such Lender, and without 
limiting the generality of the foregoing, but without duplication, such 
compensation on account of losses may include an amount equal to (A) the 
excess of (i) the interest that would have been received from the Borrower 
under this Agreement on any amounts to be reemployed during an Interest 
Period or Fixed Period, as applicable, or its remaining portion over (ii) in 
the case of a Eurodollar Rate Advance, the interest component of the return 
that such Lender determines it could have obtained had it placed such amount 
on deposit in the interbank eurodollar market selected for a period equal to 
the applicable Interest Period or its remaining portion or, (B) in the case 
of a Commercial Paper Rate Advance, the aggregate interest cost incurred by 
such Lender (inclusive of dealer fees) in respect of Commercial Paper Notes 
or other obligations allocated by such Lender to its funding or the maintenance
of its funding of such Commercial Paper Rate Advance through the end of an 
applicable Fixed Period.  Astatement setting forth in reasonable detail the 
calculations of any additional amounts payable pursuant to this Section 
submitted by a Lender or the Administrative Agent, as the case may be, to the 
Borrower shall be conclusive absent manifest error.

          SECTION 2.15  ILLEGALITY.  Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Administrative Agent that any
Regulatory Change makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Applicable Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
to fund or maintain Eurodollar Rate Advances hereunder, then (a) as of the
effective date of such notice the obligation of such Lender to make or to
Continue, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended until such Lender shall notify the Administrative Agent, the Borrower
and the other Lenders that the circumstances causing such suspension no longer
exist and (b) each Eurodollar Rate Advance of such Lender shall be Converted
into a Base Rate Advance either (i) on the last day of such Interest Period if
such Lender may lawfully continue to maintain 


                                    -18-


and fund such Advance to the last day of the Interest Period applicable to 
such Eurodollar Rate Advance on the effective date of such notice, or (ii) on 
the effective date of such notice, if such Lender shall determine that it may 
not lawfully continue to maintain and fund such Advance to the end of the 
then current Interest Period. Notwithstanding any provision herein to the 
contrary, until such affected Lender shall give the rescinding notice 
described in clause (a) above, any Advance made by such Lender, whether in 
connection with a new Borrowing or the Conversion of an existing Borrowing, 
shall be a Base Rate Advance, notwithstanding that each other Advance 
comprised by such Borrowing may be a Eurodollar Rate Advance.

          SECTION 2.16  OPTION TO FUND.  Each Lender has indicated that, if the
Borrower requests a Eurodollar Rate Advance, such Lender may wish to purchase
one or more deposits in order to fund or maintain its funding of its Lending
Percentage of such Eurodollar Rate Advance during the Interest Period with
respect thereto; it being understood that the provisions of this Agreement
relating to each such funding, if any, are included only for the purpose of
determining the rate of interest to be paid on such Eurodollar Rate Advance and
any amounts owing under SECTIONS 2.11 and 2.14.  Each Lender shall be entitled
to fund and maintain its funding of all or any part of each Eurodollar Advance
in any manner such Lender sees fit, but all such determination under SECTIONS
2.11 and 2.14 shall be made as if each Lender had actually funded and maintained
its funding of its Lending Percentage of such Eurodollar Advance during the
applicable Interest Period, in each case through the purchase of deposits in an
amount equal to the amount of its Lending Percentage of such Eurodollar Advance
and having a maturity corresponding to such Interest Period.

          SECTION 2.17  SHARING OF PAYMENTS, ETC.  Subject to the provisions of
the Subordination Agreement and Article IX hereof, if any Lender shall obtain
any payment (whether voluntary or involuntary) on account of the Advances made
by it (other than pursuant to Sections 2.11, 2.12 or 2.14) in excess of its
ratable share of payments on account of the Advances obtained by all the
Lenders, such Lender shall forthwith (i) notify each of the other Lenders of
such receipt and (ii) purchase from the other Lenders for cash such
participation in the Advances made by them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them;
PROVIDED, HOWEVER, that, if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of
such Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered.  The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this SECTION 2.17 may, to the fullest extent permitted by law and
the provisions of the Subordination Agreement and Article IX hereof, exercise
all its rights of setoff with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such
participation.

          SECTION 2.18  ADMINISTRATIVE AGENT'S RECORDS.  The Administrative
Agent's records regarding the amount of each Borrowing, each payment by the
Borrower of principal and 


                                    -19-


interest on the Borrowings and other information relating to the Borrowings 
shall be presumptively correct absent manifest error.

                                     ARTICLE IIA
                                       GUARANTY

     SECTION 2A.01      GUARANTY OF PAYMENT AND PERFORMANCE.  Each Contingent
Obligor hereby, jointly and severally, guarantees to the Administrative Agent
(on behalf of the Lenders) the full and punctual payment when due (whether at
maturity, by acceleration or otherwise) of the Advances, and the performance, of
all liabilities, agreements and other obligations of the Borrower to the
Administrative Agent, the Lender Collateral Agent (on behalf of itself and the
Lenders) and to each of the Lenders under the Transaction Documents, whether
direct or indirect, absolute or contingent, due or to become due, secured or
unsecured, now existing or hereafter arising or acquired (collectively, the
"GUARANTEED OBLIGATIONS").  The guaranty provided hereunder is an absolute,
unconditional and irrevocable guaranty of the full and punctual payment and
performance of the Guaranteed Obligations and not of their collectibility only
and is in no way conditioned upon any requirement that the Administrative Agent
or any Lender first attempt to collect any of the Guaranteed Obligations from
the Borrower or resort to any security or other means of obtaining their
payment.  Should the Borrower default in the payment or performance of any of
the Guaranteed Obligations, the obligations with respect to the payment or
performance in default of each Contingent Obligor hereunder shall become
immediately due and payable to the Administrative Agent (on behalf of the
Lenders), without demand or notice of any nature, all of which are expressly
waived by each Contingent Obligor.  Payments by the Contingent Obligors
hereunder may be required by the Administrative Agent (on behalf of the Lenders)
on any number of occasions.

     SECTION 2A.02      CONTINGENT OBLIGOR'S AGREEMENT TO PAY.  (a) Each
Contingent Obligor hereby, jointly and severally, as the principal obligor and
not as a guarantor, agrees to pay to the Administrative Agent (on behalf of the
Lenders) the full amount of any Advances and any other amount owing hereunder
that remains outstanding, and to perform all other liabilities, agreements and
other obligations of the Borrower to the Administrative Agent, the Lender
Collateral Agent (on behalf of itself and the Lenders) and to each of the
Lenders under the Transaction Documents, whether direct or indirect, absolute or
contingent, secured or unsecured, now existing or hereafter arising or acquired,
that does not become due hereunder solely pursuant to the operation of the
provisions of the Subordination Agreement and Article IX hereof (collectively,
the "DEFERRED OBLIGATIONS") and agrees to make such payment or render such
performance on the date such Deferred Obligation would have become due but for
the operation of the provisions of the Subordination Agreement and Article IX
hereof.  (The Guaranteed Obligations and the Deferred Obligations are referred
to collectively herein as the "CONTINGENT OBLIGATIONS").

     (b)  Each Contingent Obligor agrees, jointly and severally, as the
principal obligor and not as a guarantor only, to pay to the Administrative
Agent, on demand, all reasonable costs and expenses (including court costs and
reasonable legal expenses) incurred or expended by the Administrative Agent in
connection with enforcement of the obligations of any of the Contingent 


                                    -20-


Obligors under this Article IIA and under Sections 2.05(d) and 6.02, together 
with interest on amounts recoverable under Sections 2.05(d) and 6.02 and 
under the guaranty and primary obligation to pay provided pursuant to this 
Article IIA from the time such amounts become due until payment, at the rate 
per annum equal to 5% plus the Alternate Base Rate in effect from time to 
time; PROVIDED that, if such interest exceeds the maximum amount permitted to 
be paid under applicable law, then such interest shall be reduced to such 
maximum permitted amount.

     SECTION 2A.03.     LIMITED GUARANTY.   Notwithstanding any other provisions
under this Agreement, the aggregate liability of the Contingent Obligors
hereunder with respect to (a) the Contingent Obligations with respect to the
principal amount of Advances, interest on Advances (other than Negative Carry)
and Facility Fees, (b) the amounts payable by the Contingent Obligors pursuant
to Section 2.05(e)(ii) and (c) the amounts payable by the Contingent Obligors
pursuant to Section 6.02 with respect to the principal amount of Advances,
interest on Advances and Facility Fees shall be limited to (i) the Guaranty
Limit, plus (ii) without limitation as to the amounts thereof, all interest and
other costs and expenses payable by the Contingent Obligors pursuant to SECTION
2A.02(b).  The Administrative Agent's, the Lender Collateral Agent's, the RCCA
Agent's or the Lenders' dealings with the Borrower need not be limited to any
particular sum notwithstanding any limitation herein upon the liability of the
Contingent Obligors.

                                      ARTICLE 3
                                 CONDITIONS PRECEDENT

          SECTION 3.1   CONDITION PRECEDENT TO THE EFFECTIVENESS OF THIS
AGREEMENT.  The following constitute conditions precedent to the effectiveness
of the Commitments of the Lenders and the right of the Borrower to request, and
the obligations of the Lenders to make, Advances under this Agreement:

          (1)    REPRESENTATIONS AND WARRANTIES.  On the Effective Date and
after giving effect to any Borrowings on such date, all representations and
warranties of the Contingent Obligors contained herein or in any Transaction
Document or otherwise made by it in writing pursuant to any of the provisions
hereof or thereof shall be true and correct in all material respects with the
same force and effect as though such representations and warranties had been
made on and as of such date.

          (2)    NO DEFAULTS.  On the Effective Date and after giving effect to
any Borrowings on such date, no Event of Early Termination, Event of Early
Amortization, Default or Event of Default shall have occurred.

          (3)    NOTES.  The Borrower shall have duly executed and delivered,
and each Lender shall have received, a Lender Note in accordance with SECTION
2.01(B).

          (4)    SECURITY AGREEMENT, RCCA AGREEMENT, ETC.  The parties thereto
shall have duly entered into the Security Agreement, the Subordination Agreement
and the RCCA Agreement, each in form and substance satisfactory to the
Administrative Agent and each Lender; the 


                                    -21-


Administrative Agent shall have received an executed copy thereof; and each 
Lender shall have received a true and correct copy thereof.

          (5)    FINANCING STATEMENTS, ETC.  The Administrative Agent shall have
received evidence reasonably satisfactory to it that proper financing statements
duly executed by the Borrower, describing the Borrower Collateral and naming the
Borrower as debtor and the Lender Collateral Agent, on behalf of the Secured
Parties, as secured party, or other similar instruments or documents, as may be
necessary or, in the opinion of the Administrative Agent, the Lender Collateral
Agent, or any Lender, desirable under the Uniform Commercial Code of all
appropriate jurisdictions or any comparable law to perfect the security interest
granted under the Security Agreement in the Borrower Collateral, have been
delivered and, if appropriate, have been duly filed or recorded and that all
filing fees, taxes or other amounts required to be paid in connection therewith
have been paid.  The Administrative Agent shall have received evidence
reasonably satisfactory to it that proper financing statements duly executed by
the Borrower, describing the RCCA Collateral and naming the Borrower as debtor
and the RCCA Agent, as secured party, or other similar instruments or documents,
as may be necessary or, in the opinion of the Administrative Agent or any
Lender, desirable under the Uniform Commercial Code of all appropriate
jurisdictions or any comparable law to perfect the security interest granted
under the RCCA Agreement in the RCCA Collateral, have been delivered and, if
appropriate, have been duly filed or recorded and that all filing fees, taxes or
other amounts required to be paid in connection therewith have been paid.  The
Certificate Pledge Agreement shall provide that Bank One is holding the
certificates of beneficial interest in the Spread Account Depositor as agent of
the Lender Collateral Agent in order to perfect by possession the security
interest therein granted to the Lender Collateral Agent pursuant to the Security
Agreement.

          (6)    LIEN SEARCH REPORTS.  The Administrative Agent shall have
received certified copies of requests for information or copies (or a similar
search report certified by a party acceptable to the Administrative Agent),
dated a date reasonably near to the Effective Date, listing all effective
financing statements which name the Borrower or the Spread Account Depositor (in
either case, under its present name and any previous name) as debtor and which
are filed in the jurisdictions in which the statements referred to in SECTION
3.01(e) were or are to be filed, together with copies of such financing
statements (none of which, other than financing statements naming the collateral
agent specified in the Spread Account Agreement for the benefit of the
applicable Designated Series Insurers and the related secured parties or
evidencing Permitted Liens, shall cover any of the Borrower Collateral or the
RCCA Collateral).

          (7)    CREDIT SUPPORT AGREEMENT.  Credit Suisse First Boston, New York
Branch, as agent, shall have entered into a Credit Support Agreement on behalf
of the Conduit Lenders, and the Liquidity Lenders with respect to the Advances
proposed to be made hereunder and each company providing credit support
thereunder (each a "CREDIT SUPPORT PROVIDER") shall have acknowledged that all
conditions precedent to its provision of credit support under such agreement
shall have been satisfied.


                                    -22-


          (8)    OTHER TRANSACTION DOCUMENTS.  Each other Transaction Document
not otherwise referred to in this SECTION 3.01 shall have been duly executed and
delivered by the parties thereto; each Lender shall have received an executed
copy of the Fee Letter and the Administrative Agent shall have received a copy
of each such other Transaction Document.

          (9)    EXPENSES.  The Borrower shall have paid all reasonable and
appropriately invoiced costs and expenses of the Administrative Agent, the RCCA
Agent, the Credit Support Providers and the Lender Collateral Agent payable by
the Borrower in connection with the transactions contemplated hereby including
without limitation all costs and expenses associated with the negotiation and
execution of the Credit Support Agreement; PROVIDED HOWEVER the aggregate amount
of fees of counsel to the Administrative Agent shall not exceed the amount set
forth in the Fee Letter.

          (10)   OTHER DOCUMENTS.  The Administrative Agent and each Lender
shall have received the following, each dated as of the Effective Date or as
otherwise permitted below:

                 (1)    A certificate of the Secretary of State of Nevada dated
     on or within  20 Business Days prior to the Effective Date as to the legal
     existence and good standing of the Borrower, together with a copy of the
     Borrower's certificate of incorporation, certified as a true and correct
     copy by the secretary of the Borrower, each;

                 (2)    A certificate of the Secretary of State of the
     applicable jurisdiction of incorporation of each Contingent Obligor as to
     the legal existence and good standing of such Contingent Obligor, together
     with a copy of such Contingent Obligor's certificate of incorporation,
     certified as a true and correct copy by such Secretary of State, each dated
     on or within 20 Business Days prior to the Effective Date;

                 (3)    A certificate of the Secretary of State of Delaware as
     to the legal existence and good standing of the Spread Account Depositor,
     together with a copy of the Spread Account Depositor's trust certificate,
     certified as a true and correct copy by such Secretary of State, each dated
     on or within 10 Business Days prior to the Effective Date;

                 (4)    A certificate of an Authorized Officer of the Borrower,
     certifying (A) the names and true signatures of the Authorized Officers of
     the Borrower, (B) that the copy of the Bylaws of the Borrower attached
     thereto is a complete and correct copy and that such Bylaws have not been
     amended, modified or supplemented and are in full force and effect, and (C)
     that the copy of the resolutions of the Board of Directors of the Borrower
     approving the transactions contemplated by the Transaction Documents is a
     complete and correct copy and that such resolutions are in full force and
     effect and are the only resolutions relating to the matters contemplated by
     the Transaction Documents;

                 (5)    A certificate of an Authorized Officer of the Borrower,
     certifying that (i) the copies of the unaudited balance sheet of the
     Borrower for its fiscal year ended June 30, 1999, and the related
     statements of income, shareholders' equity and cash flows for such 


                                       -23-



     fiscal year attached to such certificate are complete, true and correct 
     and have been prepared in accordance with GAAP consistently applied and 
     present fairly the financial position of the Borrower as of such date 
     and the results of its operations for such period, and (ii) there have 
     been no changes since the end of the fiscal year ended June 30, 1999 in 
     the assets, liabilities, financial condition, operations, business or 
     prospects of the Borrower, other than changes in the ordinary course of 
     business the effect of which have not, in the aggregate, been materially 
     adverse to the Borrower;

                 (6)    A certificate of an Authorized Officer of each
     Contingent Obligor, certifying (A) the names and true signatures of the
     Authorized Officers of such Contingent Obligor, (B) that the copy of the
     Bylaws of such Contingent Obligor attached thereto is a complete and
     correct copy and that such Bylaws have not been amended, modified or
     supplemented and are in full force and effect, and (C) that the copy of the
     resolutions of the Board of Directors of such Contingent Obligor approving
     the transactions contemplated by the Transaction Documents is a complete
     and correct copy and that such resolutions are in full force and effect and
     are the only resolutions relating to the matters contemplated by the
     Transaction Documents;

                 (7)    A certificate of an Authorized Officer of the Spread
     Account Depositor, certifying (A) the names and true signatures of the
     Authorized Officers of the Spread Account Depositor and (B) that the copy
     of the trust agreement of the Spread Account Depositor attached thereto is
     a complete and correct copy and that such trust agreement has not been
     amended, modified or supplemented and is in full force and effect;

                 (8)    (A) A certificate from an Authorized Officer of ACC
     certifying that (i) the copies of the audited consolidated balance sheet of
     ACC for its fiscal year ended June 30, 1999, and the related consolidated
     statements of income, shareholders' equity and cash flow for such fiscal
     year attached to such certificate are complete, true and correct and have
     been prepared in accordance with GAAP consistently applied and present
     fairly, on a consolidated basis, the financial position of ACC and its
     Subsidiaries (including the Borrower) as of such date and the results of
     their operations for such period, and (ii) there have been no changes since
     the end of the fiscal year ended on June 30, 1999 in the assets,
     liabilities, financial condition, operations, business or prospects of ACC
     or its Subsidiaries, other than changes in the ordinary course of business
     the effect of which have not, in the aggregate, been materially adverse to
     ACC and its Subsidiaries, together with (B) the Accountant's Report and
     Procedures Report for the fiscal year ended June 30, 1999, each of which
     shall be addressed to the Administrative Agent or accompanied by a letter
     permitting the Administrative Agent to rely thereon;

                 (9)    Certificates of the Secretary of State of Texas and,
     except in the case of ACC, of the Secretary of State of its jurisdiction of
     incorporation as to the qualification of the Borrower and each of the
     Contingent Obligors to do business, and the good standing thereof, in such
     jurisdiction and, except in the case of the Borrower, Texas, each dated on
     or within 20 Business Days prior to the Closing Date;


                                       -24-



                 (10)   Certificates of  Authorized Officers of the Borrower and
     the Contingent Obligors to the effect that the conditions set forth in
     SECTIONS 3.01(a) and 3.01(b) have been satisfied;

                 (11)   A certificate from each party (other than the Borrower
     and the Lenders), in form and substance satisfactory to the Administrative
     Agent, covering its due execution and delivery of the Transaction Documents
     to which it is a party and the other documents executed by it in connection
     herewith and therewith and the incumbency and specimen signatures of its
     officers executing such documents;

                 (12)   Opinions of Dewey Ballantine, Richards Layton & Finger
     and Chris Choate, Esq., counsel for the Borrower, the Spread Account
     Depositor and the Contingent Obligors, dated the Closing Date and addressed
     to, and reasonably satisfactory in form and substance to, the
     Administrative Agent, the Lender Collateral Agent, each Lender and each
     Credit Support Provider; 

                 (13)   An irrevocable letter of direction from the Borrower and
     Spread Account Depositor to each Senior Lien Holder (as defined in the
     Subordination Agreement) instructing such Senior Lien Holder to pay all
     amounts otherwise payable to the Borrower or Spread Account Depositor to
     the Lender Collateral Agent, identifying the Lender Collateral Agent as a
     third party beneficiary with the right to enforce such instructions, and
     acknowledged and agreed to by such Senior Lien Holder; and

                 (14)   Such other documents, instruments, opinions and
     certificates and completion of such other matters, as the Administrative
     Agent may reasonably deem necessary or desirable.

          SECTION 3.2   CONDITIONS PRECEDENT TO BORROWINGS, CONVERSIONS AND
CONTINUATIONS.

          (1)    The obligation of each Lender to Convert and Advance or
Continue any Advance shall be subject to the condition precedent that on the
date of such Conversion or Continuation no Event of Default has occurred and is
continuing.

          (2)    The obligation of each Lender to make any Advance as a part of
any Borrowing (other than as a result of a Conversion or Continuation) shall be
subject to the further conditions precedent that:

                 (1)    The Administrative Agent shall have timely received a
     properly completed Notice of Borrowing, executed by an Authorized Officer
     of the Borrower;

                 (2)    The Administrative Agent shall have received an
     Officer's Certificate of ACFS and ACC stating that on the Borrowing Date
     and after giving effect to the Borrowing on that date, all representations
     and warranties of the Contingent Obligors 


                                       -25-



     contained herein or in any Transaction Document or otherwise made by 
     them in writing pursuant to any of the provisions hereof or thereof are 
     true and correct in all material respects with the same force and effect 
     as though such representations and warranties had been made on and as of 
     such date, except to the extent that such representations and warranties 
     specifically relate to an earlier date, in which case such 
     representations and warranties were true and correct on and as of such 
     date;

                 (3)    The Administrative Agent shall have received an
     Officer's Certificate of ACFS and ACC stating that on the Borrowing Date
     and after giving effect to the Borrowing on that date, no Event of Early
     Termination, Event of Early Amortization, condition, event or act which
     with notice or lapse of time or both will become an Event of Early
     Termination, Event of Early Amortization, Default or Event of Default has
     occurred and is continuing and that there has been no change to the
     underwriting or servicing standards of ACFS which could cause the related
     Series to perform materially more poorly (without giving effect to the
     credit enhancement for such Series) or to have a materially longer term
     than Series 1999-B;

                 (4)    The Administrative Agent shall have received an
     Officer's Certificate of ACFS and ACC stating that the RCCA Deposit
     proposed to be funded with the proceeds of such Borrowing relates to a
     Designated Series.

                 (5)    On or before the date of such Borrowing, the
     Administrative Agent shall have received satisfactory evidence of the
     establishment and continued existence of each of the Spread Account and the
     RCCA relating to the relevant Designated Series and the Administrative
     Agent shall have received an Officer's Certificate of the Borrower stating
     that the aggregate amount the Borrower or the Spread Account Depositor has
     deposited or will cause to be deposited in cash before 12:00 noon on such
     date into such Spread Account is not less than an amount (the "REQUIRED
     SPREAD ACCOUNT DEPOSIT") equal to the product of the initial aggregate
     principal amount of the securities constituting the relevant Designated
     Series times the greater of (i) the Minimum Spread Account Percentage and
     (ii) the percentage necessary to cause the Loss Coverage Ratio, after
     giving effect to the Initial Spread Account Deposit, to be equal to or
     greater than the Required Loss Coverage Ratio.

                 (6)    The Administrative Agent shall have received an
     Officer's Certificate of ACFS and ACC stating (a) that the Lender
     Collateral Agent has a perfected security interest in the Borrower
     Collateral, and there shall be no other security interests or Liens on the
     Borrower Collateral other than Permitted Liens and (b) that the RCCA Agent
     has a perfected security interest in the RCCA Collateral, including all
     proceeds (to the extent payable to the Borrower) of the RCCA into which the
     proceeds of such Borrowing shall be deposited, and there shall be no other
     security interests or Liens on the RCCA Collateral, including such RCCA
     proceeds, other than Permitted Liens;




                                       -26



                 (7)    The Designated Series shall be insured by FSA and FSA's
     credit risk shall have been rated on a stand-alone basis at least Baa3/BBB-
     by Moody's and S&P, respectively;

                 (8)    The Administrative Agent shall have received an
     Officer's Certificate of the Borrower stating that ACFS or another Person
     approved in writing by the Administrative Agent is the servicer for the
     Designated Series;

                 (9)    ACFS shall have delivered a certificate to the
     Administrative Agent certifying that as of the relevant Borrowing Date,
     each of the relevant Series Transaction Documents is in full force and
     effect, no party to any such document is in default of its obligations
     thereunder, and all of the representations and warranties of the Borrower
     set forth in such Series Transaction Documents are true and correct; 

                 (10)   No Credit Support Default or Credit Support Ratings
     Event shall have occurred and no Credit Support Provider shall have
     contested the Credit Support Agreement, unless, in any such case, the
     related Credit Support Provider shall have been replaced; 

                 (11)   The Administrative Agent shall have received an
     Officer's Certificate of ACFS and ACC stating that there shall have been no
     changes in the assets, liabilities, financial condition, operations,
     business or prospects of the Borrower or any of the Contingent Obligors
     which may have a Material Adverse Effect, including without limitation the
     performance of the receivables owned or serviced by any such party;

                 (12)   At least six Business Days prior to the date a Series
     with respect to which an RCCA Deposit will be funded through Borrowings
     under this Agreement is priced, ACFS and ACC shall provide to the
     Administrative Agent an Officer's Certificate certifying each of the
     following:

                 (A)    The information with respect to such Series described
          under "Collateral Characteristics" on Annex I; and 

                 (B)    the most recent copy of the rating agency presentation
          relating to such Series.

                 (13)   On the date a Series with respect to which an RCCA
     Deposit will be funded through Borrowings under this Agreement is priced,
     ACFS and ACC shall provide to the Administrative Agent an Officer's
     Certificate certifying each of the following:

                 (A)    The relevant Series Transaction Documents are
          substantially in the form of those documents listed on Exhibit F
          (except that (I) such Series Transaction Documents shall provide that
          the Facility Fees with respect to the Borrowings used to fund the
          related RCCA, up to an amount equal to the Facility Fee Rate per annum
          on the outstanding related Borrowing, shall be payable pursuant
          thereto with the 


                                       -27-



          same priority as the payment of the premiums due to the Designated 
          Series Insurer and (II) the "Accelerated Payment Termination Date" 
          may be as set forth in Section 5.02(k)(i)(C)), the differences 
          between the terms of such Series Transaction Document and the form 
          of those documents listed on Exhibit F hereto shall not result in a 
          Material Adverse Effect, and the copy of the preliminary offering 
          document attached to such Officer's Certificate was the preliminary 
          offering document used in connection with such pricing and is a 
          true, correct and complete copy of such document;

                 (B)    The interest rate(s) on the Series, including any
          interest rate cap rate included or effectively included in the Series
          Transaction Documents;

                 (C)    Attached to such Officer's Certificate are (i) a draft
          of the supplement to the Spread Account Agreement to be included in
          the Series Transaction Documents and (ii) the most recent copy of the
          rating agency presentation relating to such Series; and

                 (D)    The "Accelerated Payment Termination Date" (as defined
          in the Spread Account Agreement) with respect to such Series shall not
          occur later than 400 days from the date such Series shall have been
          issued,

                 (14)   At least two Business Days prior to the funding of an
     RCCA Deposit of any Series through Borrowings under this Agreement, ACFS
     and ACC shall provide to the Administrative Agent an Officer's Certificate
     certifying each of the following:

                 (A)    The relevant Series Transaction Documents are
          substantially in the form of those documents listed on Exhibit F
          (except that (I) such Series Transaction Documents shall provide that
          the Facility Fees with respect to the Borrowings used to fund the
          related RCCA, up to an amount equal to the Facility Fee Rate per annum
          on the outstanding related Borrowing, shall be payable pursuant
          thereto with the same priority as the payment of the premiums due to
          the Designated Series Insurer and (II) the "Accelerated Payment
          Termination Date" may be as set forth in Section 5.02(k)(i)(C)) and
          the differences between the terms of such Series Transaction Document
          and the form of those documents listed on Exhibit F hereto shall not
          result in a Material Adverse Effect; and 

                 (B)    Attached to such Officer's Certificate is a draft of the
          letter (which shall be so attached), addressed to the Administrative
          Agent on behalf of the Lenders and Assignees, from a firm of
          nationally recognized independent certified public accountants which
          has performed diligence on the loan documentation relating to such
          Series for the underwriters of such Series, stating with at least 95%
          confidence that, based on their review of a representative sample of
          the relevant loan files, such loan documentation contains all
          necessary promissory notes and agreements evidencing such loans.


                                       -28-



                 (15)   On the date an RCCA Deposit is funded through Borrowings
     under this Agreement, ACFS and ACC shall provide to the Administrative
     Agent an Officer's Certificate certifying each of the following:

                 (A)    The relevant Series Transaction Documents are
          substantially in the form of those documents listed on as Exhibit F
          (except that (I) such Series Transaction Documents shall provide that
          the Facility Fees with respect to the Borrowings used to fund the
          related RCCA, up to an amount equal to the Facility Fee Rate per annum
          on the outstanding related Borrowing, shall be payable pursuant
          thereto with the same priority as the payment of the premiums due to
          the Designated Series Insurer and (II) the "Accelerated Payment
          Termination Date" may be as set forth in Section 5.02(k)(i)(C)), the
          differences between the terms of such Series Transaction Document and
          the form of those documents listed on Exhibit F hereto shall not
          result in a Material Adverse Effect. 

                 (B)    Attached to such Officer's Certificate are (i) an
          executed original of the letter (which shall be so attached) referred
          to in paragraph (xiii)(B) above and (ii) copies of the legal opinions
          delivered in connection with the closing of such Series together with
          letters permitting the Administrative Agent on behalf of the Lenders
          and Assignees to rely on such opinions.

                 (16)   The Administrative Agent shall have received an
     irrevocable letter of direction from the Borrower and the Spread Account
     Depositor to the trustee party to the related supplement to the Spread
     Account Agreement instructing such trustee to pay all amounts otherwise
     payable to the Borrower or the Spread Account Depositor to the Lender
     Collateral Agent and identifying the Lender Collateral Agent as a third
     party beneficiary with the right to enforce such instructions, which letter
     shall have been acknowledged and agreed to by such trustee.

                 (17)   The Administrative Agent shall have received lien search
     reports confirming the information set forth in the documents previously
     delivered pursuant to Section 3.01(f).

                 (18)   The supplements to the Spread Account Agreement with
     respect to Series 1996-D, Series 1997-A and Series 1997-B shall have been
     amended so that the Insurance Agreements Events of Default relating to
     cumulative defaults and cumulative net losses are no more restrictive than
     the related Trigger Events.
     
                 (19)   The Administrative Agent shall have received such other
     documents, instruments, opinions, certificates as the Administrative Agent
     may reasonably deem necessary or desirable.


                                       -29-



          SECTION 3.3   SPECIAL CONDITIONS TO ADVANCES UNDER LIQUIDITY
COMMITMENTS.  In addition to the conditions set forth in SECTIONS 3.01 and 3.02
above, it shall be a condition precedent to the obligation of any Liquidity
Lender to make an Advance pursuant to SECTION 2.02(e) or 2.02(g) in respect of a
Conduit Lender that no Insolvency Event shall have occurred with respect to such
Conduit Lender.

          SECTION 3.4   SPECIAL WAIVER OF CONDITIONS REGARDING INITIAL
BORROWING.  In connection with the Borrowing to fund the RCCA for Series 1999-D,
the Lenders hereby waive the time periods for delivery of the documents required
to be delivered pursuant to Sections 3.02(b)(xii), (xiii), and (xiv).


ARTICLE 4                                  
                            REPRESENTATIONS AND WARRANTIES

          SECTION 4.1   REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
BORROWER.  Each Contingent Obligor represents and warrants as follows on the
date of this Agreement, the Effective Date and the date that any Advance is
made, Continued or Converted, in each case, with reference to the facts and
circumstances then existing:

          (1)    ORGANIZATION AND GOOD STANDING.  The Borrower has been duly
organized and is validly existing as a corporation under the laws of the State
of Nevada, with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is currently
conducted. 

          (2)    DUE QUALIFICATION.  The Borrower is duly qualified to do
business as a foreign entity in good standing, and has obtained all necessary
licenses and approvals, in all jurisdictions in which the ownership or lease of
its properties or the conduct of its business requires such qualification.
          (1)    

          (3)    POWER AND AUTHORITY.  The Borrower has the power and authority
to execute and deliver this Agreement and the other Transaction Documents to
which it is a party and to carry out its terms and their terms, respectively;
the Borrower has full power and authority to grant to the Lender Collateral
Agent, for the benefit of the Secured Parties, a perfected security interest in
the Borrower Collateral and has duly authorized such grant by all necessary
corporate action; the Borrower has full power and authority to grant to the RCCA
Agent a perfected security interest in the RCCA Collateral and has duly
authorized such grant by all necessary corporate action; and the execution,
delivery and performance of this Agreement and the other Transaction Documents
to which it is a party have been duly authorized by the Borrower by all
necessary corporate action.  

          (4)    SECURITY INTEREST; BINDING OBLIGATIONS.  This Agreement and the
Transaction Documents to which it is a party have been duly executed and
delivered and create a valid perfected security interest in the Borrower
Collateral in favor of the Lender Collateral Agent, on behalf of the Secured
Parties, enforceable against the Borrower and creditors of and purchasers from
the 


                                       -30-



Borrower; the RCCA Agreement creates a valid perfected security interest in 
the RCCA Collateral in favor of the RCCA Agent enforceable against the 
Borrower and creditors of and purchasers from the Borrower; and this 
Agreement and the other Transaction Documents to which it is a party 
constitute legal, valid and binding obligations of the Borrower enforceable 
in accordance with their respective terms, except as enforceability may be 
limited by bankruptcy, insolvency, reorganization or other similar laws 
affecting the enforcement of creditors' rights generally and by equitable 
limitations on the availability of specific remedies, regardless of whether 
such enforceability is considered in a proceeding in equity or at law.

          (5)    NO VIOLATION.  The consummation of the transactions 
contemplated by this Agreement and the other Transaction Documents to which 
the Borrower is a party, and the fulfillment of the terms of this Agreement 
and the other Transaction Documents to which the Borrower is a party, shall 
not conflict with, result in any breach of any of the terms and provisions 
of, or constitute (with or without notice or lapse of time) a default under 
any indenture, agreement, mortgage, deed of trust or other instrument to 
which the Borrower is a party or by which the Borrower is bound or any of the 
Borrower's properties are subject, or result in the creation or imposition of 
any Lien upon any of the Borrower's properties pursuant to the terms of any 
such indenture, agreement, mortgage, deed of trust or other instrument, other 
than this Agreement, or violate any law, order, rule or regulation applicable 
to the Borrower of any Governmental Authority having jurisdiction over the 
Borrower or any of the Borrower's properties, or in any way adversely affect 
the Borrower's ability to perform the Borrower's obligations under this 
Agreement or the other Transaction Documents to which the Borrower is a party.

          (6)    NO PROCEEDINGS.  There are no proceedings or investigations 
pending or, to such Contingent Obligor's knowledge, threatened against the 
Borrower, before any court or other Governmental Authority having 
jurisdiction over the Borrower or its properties (A) asserting the invalidity 
of this Agreement or any of the other Transaction Documents, (B) seeking to 
prevent the consummation of any of the transactions contemplated by this 
Agreement or any of the other Transaction Documents, (C) seeking any 
determination or ruling that might materially and adversely affect the 
performance by the Borrower of its obligations under, or the validity or 
enforceability of, this Agreement or any of the other Transaction Documents, 
(D) involving the Borrower, the Spread Account Depositor, the Spread Accounts 
for Designated Series, other Borrower Collateral, the RCCAs or other RCCA 
Collateral, or (E) that could have a Material Adverse Effect.

          (7)    NO CONSENTS.  The Borrower is not required to obtain the 
consent of any other Person which has not been obtained, or any consent, 
license, approval or authorization of, or registration or declaration with, 
any Governmental Authority in connection with the execution, delivery, 
performance, validity or enforceability of this Agreement or the other 
Transaction Documents to which it is a party.

          (8)    USE OF PROCEEDS.  All proceeds of any Borrowing shall be 
used to fund an RCCA.   No part of the proceeds of the Borrowings will be 
used, directly or indirectly, for a purpose which violates any law, rule or 
regulation of any Governmental Authority, including the provisions of 
Regulations T, U or X of the Board of Governors of the Federal Reserve 
System, as amended.


                                       -31-



          (9)    CHIEF EXECUTIVE OFFICE.  The chief executive office of the
Borrower is located at 639 Isbell Road, Suite 390, Reno, Nevada 89509.  

          (10)   SOLVENCY.  The Borrower is solvent and will not become 
insolvent after giving effect to the transactions contemplated by this 
Agreement and the Transaction Documents.  The Borrower, after giving effect 
to the transactions contemplated by this Agreement and the other Transaction 
Documents, will have adequate funds to conduct its business in the 
foreseeable future.

          (11)   COMPLIANCE WITH LAWS.  The Borrower has complied and will 
comply in all material respects with all applicable laws, rules, regulations, 
judgments, agreements, decrees and orders with respect to its business and 
properties, each Designated Series, each RCCA, all RCCA Collateral and all 
Borrower Collateral.

          (12)   TAXES.  The Borrower has filed on a timely basis all tax 
returns (including, without limitation, foreign, federal, state, local and 
otherwise) required to be filed, is not liable for taxes payable by any other 
Person and has paid or made adequate provisions for the payment of all taxes, 
assessments and other governmental charges due from the Borrower.  No tax 
lien or similar adverse claim has been filed, and no claim is being asserted, 
with respect to any such tax, assessment or other governmental charge.  Any 
taxes, fees and other governmental charges payable by the Borrower in 
connection with the execution and delivery of this Agreement and the other 
Transaction Documents and the transactions contemplated hereby or thereby 
have been paid or shall have been paid if and when due at or prior to the 
Effective Date and each Borrowing Date. 

          (13)   NO LIENS, ETC.  The Borrower Collateral is and will be owned 
by the Borrower free and clear of any Lien or restrictions on transferability 
(other than Permitted Liens) and the Borrower has the full right, corporate 
power and lawful authority to assign, transfer and pledge the same and 
interests therein, and upon the making of each Advance, the RCCA Agent will 
have acquired a perfected and valid security interest in the related RCCA 
Collateral, free and clear of any Lien or restrictions on transferability.  
No effective financing statement or other instrument similar in effect 
covering all or any part of the Borrower Collateral or the RCCA Collateral is 
on file in any recording office, except such as may have been filed in favor 
of the Lender Collateral Agent pursuant to the Security Agreement, such as 
may have been filed in favor of the RCCA Agent pursuant to the RCCA Agreement 
or such as may have been filed in favor of the collateral agent specified in 
the Spread Account for the benefit of the applicable Designated Series 
Insurers and the related secured parties.

          (14)   INFORMATION TRUE AND CORRECT.  All information heretofore or 
hereafter furnished by or on behalf of the Borrower, the Spread Account 
Depositor or any Contingent Obligor to any Lender or the Administrative Agent 
in connection with this Agreement or any Transaction Document or any 
transaction contemplated hereby or thereby is and will be true and complete 
in all material respects and does not and will not omit to state a material 
fact necessary to make the statements contained therein not misleading.


                                       -32-



          (15)   ERISA COMPLIANCE.  The Borrower is in compliance with ERISA 
and has not incurred and does not expect to incur any liabilities (except for 
premium payments arising in the ordinary course of business) to the Pension 
Benefit Guaranty Corporation (or any successor thereto) under ERISA.

          (16)   FINANCIAL OR OTHER CONDITION.  There has been no event which 
may have a Material Adverse Effect, including any event which may, currently 
or with the passage of  time, materially reduce the amount on deposit in the 
Spread Accounts or RCCAs relating to Designated Series or adversely impact 
the interest of the Borrower or the Spread Account Depositor in such Spread 
Accounts or RCCAs.

          (17)   INVESTMENT COMPANY STATUS.  The Borrower is not an 
"investment company" within the meaning of  the Investment Company Act of 
1940, as amended, or is exempt from all provisions of such Act

          (18)   NO TRADE NAMES.  The Borrower has no trade names, fictitious 
names, assumed names or "doing business as" names.

          (19)   SEPARATE EXISTENCE.  The Borrower is operated as an entity 
with assets and liabilities distinct from those of any of the Contingent 
Obligors and any other Affiliates of the Borrower, and such Contingent 
Obligor hereby acknowledges that the Administrative Agent and each of the 
Lenders are entering into the transactions contemplated by this Agreement in 
reliance upon the Borrower's identity as a separate legal entity from each of 
the Contingent Obligors and each such Affiliate.  There is not now, nor will 
there be at any time in the future, any agreement or understanding between 
the Borrower and any other Person providing for the allocation or sharing of 
obligations to make payments or otherwise in respect of any taxes, fees, 
assessments or other governmental charges other than the management services 
agreement dated as of January 1, 1999 and the tax sharing agreement dated as 
of December 22, 1994.

          (20)   BUSINESS OF THE BORROWER.  The Borrower engages exclusively 
in the business of acquiring pools of receivables and/or payment obligations 
from its Affiliates and transferring such assets to various trusts which 
issue various Series related to such pools of receivables and/or payment 
obligations, and such other activities as may be incidental to or reasonably 
necessary and appropriate in connection with the conduct of the foregoing.

          (21)   INVESTMENTS.  The Borrower does not own or hold, directly or 
indirectly, any capital stock or equity security of, or any equity interest 
in, any Person other than an equity interest in the Spread Account Depositor.

          (22)   REPRESENTATION AND WARRANTIES TRUE AND CORRECT.  Each of the 
representations and warranties of the Borrower contained in the Transaction 
Documents is true and correct in all material respects.


                                       -33-



          (23)   SERIES TRANSACTION DOCUMENTS RELATING TO DESIGNATED SERIES.  
As of the relevant Borrowing Date, each of the Series Transaction Documents 
relating to Designated Series (including Designated Series whose RCCAs were 
funded by earlier Borrowings which Borrowings have not been repaid in full), 
is in full force and effect, no party to any such document is in default of 
its obligations thereunder, and all of the representations and warranties of 
the Borrower set forth in such Series Transaction Documents are true and 
correct (except to the extent such representations and warranties 
specifically relate to an earlier date, then such representations and 
warranties shall be true and correct as of such earlier date).  ACFS shall 
have furnished to the Administrative Agent true, correct and complete copies 
of the Series Transaction Documents relating to each of the Designated 
Series, each of which document shall be in full force and effect and shall 
furnish to the Administrative Agent all amendments to such documents 
permitted hereunder which may be entered into from time to time.  The 
information set forth on Annex II and Annex III is complete and correct as of 
the date hereof.  As of the Closing Date, the "Accelerated Payment 
Termination Date" (as defined in the Spread Account Agreement) has occurred 
with respect to all outstanding Series except Series 1998-B, Series 1998-C, 
Series 1999-A, Series 1999-B and Series 1999-C.  The "Accelerated Payment 
Termination Date" with respect to Series 1999-A, Series 1999-B and Series 
1999-C is currently anticipated to occur on the "Final Scheduled Distribution 
Date" for the Class A-1 Notes of each such Series, which dates will occur in 
March 2000, June 2000 and September 2000, respectively.  The "Accelerated 
Payment Termination Date" with respect to Series 1998-B and Series 1998-C 
will occur when the OC Level (as defined in the related Underlying 
Transactions Documents) reaches 10%.  Each Underlying Trustee has a perfected 
security interest in the property of the related Underlying Trust, subject to 
no other security interests or Liens.  Each Underlying Transactions Documents 
is in full force and effect, no party to any such document is in default of 
its obligations thereunder, and all of the representations and warranties of 
the Borrower set forth in such Underlying Transactions Documents are true and 
correct.  Each letter from a firm of nationally recognized independent 
certified public accountants which has performed diligence on the loan 
documentation relating to Underlying Transactions for the underwriters of the 
related Series has been delivered to the Agent and each copy so delivered is 
true and correct.

          (24)   YEAR 2000 COMPLIANCE.  All computer hardware and software 
information systems owned by it or made available to it by the Designated 
Series Servicer or any of its Affiliates ("INFORMATION SYSTEMS"), are Year 
2000 Complaint.  For purposes of this paragraph, "Year 2000 Compliant" means 
that the Information Systems shall be able to operate and perform date 
sensitive functions before, on, and after December 31, 1999.

          (25)   FINANCIAL STATEMENTS.  (i) The copies of (a) the unaudited 
balance sheets of the Borrower, ACFS and AMC for their respective fiscal year 
ended June 30, 1999, and the related statements of income, shareholders' 
equity and cash flows for such fiscal years, and (b) the audited consolidated 
balance sheet of ACC for its fiscal year ended on June 30, 1999, and the 
related consolidated statements of income, shareholders' equity and cash 
flows for such fiscal year provided to the Lenders, are complete, true and 
correct and have been prepared in accordance with GAAP consistently applied 
and present fairly the financial position of such Persons as of such date and 
the results of their operations for such periods, and (ii) the copies of the 
Accountant's Report and Procedures Letter for the fiscal year ended on June 
30, 1999 are true and correct.  


                                       -34-



          SECTION 4.2   REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE 
SPREAD ACCOUNT DEPOSITOR.  Each Contingent Obligor represents and warrants as 
follows on the date of this Agreement, the Effective Date and the date that 
any Advance is made, Continued or Converted, in each case, with reference to 
the facts and circumstances then existing:

          (1)    ORGANIZATION AND GOOD STANDING.  The Spread Account 
Depositor has been duly organized and is validly existing as a business trust 
under the laws of the State of Delaware, with power and authority to own its 
properties and to conduct its business as such properties are currently owned 
and such business is currently conducted. 

          (2)    DUE QUALIFICATION.  The Spread Account Depositor is duly 
qualified to do business as a foreign entity in good standing, and has 
obtained all necessary licenses and approvals, in all jurisdictions in which 
the ownership or lease of its properties or the conduct of its business 
requires such qualification.

          (3)    POWER AND AUTHORITY.  The Spread Account Depositor has the 
power and authority to execute and deliver the acknowledgment to the Security 
Agreement to which it is a party and to carry out its terms.  

          (4)    COMPLIANCE WITH LAWS.  The Spread Account Depositor has 
complied and will comply in all material respects with all applicable laws, 
rules, regulations, judgments, agreements, decrees and orders with respect to 
its business and properties, each Designated Series, and each Spread Account.

          (5)    TAXES.  The Spread Account Depositor has filed on a timely 
basis all tax returns (including, without limitation, foreign, federal, 
state, local and otherwise) required to be filed, is not liable for taxes 
payable by any other Person and has paid or made adequate provisions for the 
payment of all taxes, assessments and other governmental charges due from the 
Spread Account Depositor.   No tax lien or similar adverse claim has been 
filed, and no claim is being asserted, with respect to any such tax, 
assessment or other governmental charge.

          (6)    NO LIENS, ETC.  The Spread Accounts are and will be owned by 
the Spread Account Depositor free and clear of any Lien or restrictions on 
transferability (other than Liens in favor of the collateral agent specified 
in the Spread Account Agreement for the benefit of the applicable Designated 
Series Insurers and the related secured parties and restrictions on 
transferability set forth in the Series Transaction Documents relating to 
each Designated Series) and the Spread Account Depositor has the full right, 
corporate power and lawful authority to assign, transfer and pledge the same 
and interests therein.  No effective financing statement or other instrument 
similar in effect covering all or any part of the Spread Accounts is on file 
in any recording office, except such as may have been filed in favor of the 
collateral agent specified in the supplement to the Spread Account Agreement 
for the benefit of the applicable Designated Series Insurers and the related 
secured parties.


                                       -35-



          (7)    SEPARATE EXISTENCE.  The Spread Account Depositor is 
operated as an entity with assets and liabilities distinct from those of the 
Borrower, any of the Contingent Obligors and any other Affiliates of the 
Borrower, and the Borrower and the Contingent Obligors hereby acknowledge 
that the Administrative Agent and each of the Lenders are entering into the 
transactions contemplated by this Agreement in reliance upon the Spread 
Account Depositor's identity as a separate legal entity from each of the 
Borrower, the Contingent Obligors and each such Affiliate.  There is not now, 
nor will there be at any time in the future, any agreement or understanding 
between the Spread Account Depositor and any other Person providing for the 
allocation or sharing of obligations to make payments or otherwise in respect 
of any taxes, fees, assessments or other governmental charges other than the 
management services agreement dated as of January 1, 1999 and the tax sharing 
agreement dated as of December 22, 1994.

          (8)    BUSINESS OF THE SPREAD ACCOUNT DEPOSITOR.  The Spread 
Account Depositor engages exclusively in the business of depositing funds in, 
and holding the rights to, the Spread Accounts.

          (9)    INVESTMENTS.  The Spread Account Depositor does not own or 
hold, directly or indirectly, any capital stock or equity security of, or any 
equity interest in, any Person other than equity interests in the Issuers of 
the Series.

          SECTION 4.3   REPRESENTATIONS AND WARRANTIES WITH RESPECT TO EACH 
CONTINGENT OBLIGOR.  Each Contingent Obligor represents and warrants as 
follows on the date of this Agreement, the Effective Date and the date that 
any Advance is made, Continued or Converted, in each case, with reference to 
the facts and circumstances then existing:

          (1)    ORGANIZATION AND GOOD STANDING.  It has been duly organized 
and is validly existing as a business trust under the laws of the 
jurisdiction of its incorporation, with power and authority to own its 
properties and to conduct its business as such properties are currently owned 
and such business is currently conducted. 

          (2)    DUE QUALIFICATION.  It is duly qualified to do business as a 
foreign entity in good standing, and has obtained all necessary licenses and 
approvals, in all jurisdictions in which the ownership or lease of its 
properties or the conduct of its business requires such qualification.

          (3)    POWER AND AUTHORITY.  It has the power and authority to 
execute and deliver the Transaction Documents to which it is a party and to 
carry out their respective terms.  

          (4)    COMPLIANCE WITH LAWS.  It has complied and will comply in 
all material respects with all applicable laws, rules, regulations, 
judgments, agreements, decrees and orders with respect to its business and 
properties.

          (5)    TAXES.  It has filed on a timely basis all tax returns
(including, without limitation, foreign, federal, state, local and otherwise)
required to be filed, is not liable for taxes 


                                       -36-



payable by any other Person and has paid or made adequate provisions for the 
payment of all taxes, assessments and other governmental charges due from it. 
 No tax lien or similar adverse claim has been filed, and no claim is being 
asserted, with respect to any such tax, assessment or other governmental 
charge.

          SECTION 4.4   LIMITED REMEDIES AND RECOURSE FOR BREACH.  The 
Administrative Agent, the Lender Collateral Agent and each of the Lenders 
acknowledges and agrees that the representations and warranties in this 
Article IV are representations and warranties of the Contingent Obligors only 
and that the only recourse available to the Administrative Agent, the Lender 
Collateral Agent and the Lenders shall be to recover actual damages from the 
Contingent Obligors.  The Administrative Agent, the Lender Collateral Agent 
and to each of the Lenders waives, to the fullest extent permitted by law, 
any right to specific performance and other equitable remedies in respect of 
any breach of the representations and warranties in this Article IV.

ARTICLE 5                                  
                      COVENANTS OF WITH RESPECT TO THE BORROWER

          SECTION 5.1   AFFIRMATIVE COVENANTS.  Until this Agreement shall 
have been terminated in accordance with its terms, all outstanding Advances 
(including principal, interest and fees) shall have been repaid to the 
Lenders and all Commitments of the Lenders shall have been terminated, ACFS 
agrees that it will:

          (1)    REPORTING REQUIREMENTS.  Furnish to the Administrative Agent 
and each Lender and, with respect to each document delivered after December 
31, 1999, each Credit Support Provider:

                 (1)    as soon as available and in any event within 45 days
     after the end of each of the first three quarters of each fiscal year of
     the Borrower and ACC, balance sheets of the Borrower and ACC (which in the
     case of ACC shall be consolidated), for the fiscal quarter of such Person
     most recently ended, and the related statements of income, shareholders'
     equity and cash flows for such fiscal quarter and for the period beginning
     with the end of the fiscal year most recently ended and ending at the end
     of such quarter, prepared in accordance with GAAP consistently applied and
     certified by an Authorized Officer of the Borrower or ACC, as the case may
     be; plus, with respect to ACC, a certificate from an Authorized Officer of
     ACFS certifying the percentage of total delinquencies and repossessed
     assets in ACFS's serviced portfolio as of the end of such quarter, together
     with back-up financial information with respect thereto as reasonably
     requested by the Administrative Agent;

                 (2)    as soon as available and in any event within 90 days
     after the end of each fiscal year of the Borrower and ACC, copies of the
     balance sheets of the Borrower and ACC, as applicable, for the fiscal year
     most recently ended, and the related statements of income, shareholders'
     equity and cash flows for such fiscal year, prepared in accordance with


                                       -37-



     GAAP consistently applied and certified by an Authorized Officer of the
     Borrower or ACC, as the case may be;

                 (3)    as soon as available and in any event within 95 days
     after the end of each fiscal year of ACC, copies of the consolidated
     balance sheet of ACC for the fiscal year most recently ended, and the
     related consolidated statements of income, shareholders' equity and cash
     flows for such fiscal year, prepared in accordance with GAAP consistently
     applied together with a letter (the "ACCOUNTANTS' REPORT") from a firm of
     independent certified public accountants selected by ACC and acceptable to
     the Administrative Agent (the "INDEPENDENT ACCOUNTANTS"), which letter
     shall be addressed to the Administrative Agent, to the effect that such
     firm has audited the books and records of ACC, in which the Borrower, ACFS
     and AMC are included as consolidated Subsidiaries, and issued its report
     thereon in connection with the audit report on the consolidated financial
     statements of ACC for such fiscal year most recently completed, and that
     (a) such audit was made in accordance with GAAP, and accordingly included
     such test of the accounting records and such other auditing procedures as
     such firm considered necessary in the circumstances; (b) based on such
     audit, such consolidated financial statements for such fiscal year present
     fairly, in all material respects, the consolidated financial position of
     ACC and its Subsidiaries as the end of such fiscal year and the result of
     its operations and its cash flows for such fiscal year in accordance with
     GAAP; (c) during such audit, such firm did not note any events, facts,
     circumstances, or procedures which would lead it to conclude that the
     unaudited balance sheets of the Borrower, ACFS or AMC (together with the
     related statements of income, shareholders' equity, cash flows) may not
     accurately reflect the financial position of such Persons as of such dates
     and periods; and (d) the firm is independent of ACC and each of its
     Subsidiaries within the meaning of the Code of Professional Ethics of the
     American Institute of Certified Public Accountants.   In addition, as soon
     as available and in any event within 120 days after the end of each fiscal
     year of ACC, the Administrative Agent shall be provided with a report (the
     "PROCEDURES REPORT") on the application of agreed upon procedures to three
     randomly selected servicer certificates of ACFS as servicer delivered
     during the fiscal year most recently completed in connection with the
     outstanding Series for which it acts as servicer (which must be Designated
     Series, to the extent possible, following the initial Borrowing Date),
     including the delinquency, default and loss statistics required to be
     specified therein and noting whether any exceptions or errors in such
     servicer certificates were found.

                 (4)    together with the financial statements and reports
     described in (i), (ii) or (iii) above, a certificate of an Authorized
     Officer of the applicable Person (in the case of information concerning the
     Borrower, such certificate shall be provided by an Authorized Officer of
     ACFS) confirming the absence of any Event of Early Termination, Event of
     Early Amortization, Default or Event of Default as of such date and as of
     the date of such certificate;

                 (5)    promptly upon the same becoming available to the
     Borrower or ACC, a copy of each material report, notice, certificate,
     statement, letter or other communication relating to the Designated Series,
     including, without limitation, each annual accountants' 


                                       -38-



     report relating to the servicer's certificates for any Designated Series 
     required to be delivered under the terms of the related Series 
     Transaction Documents (together with a letter permitting the 
     Administrative Agent on behalf of the Lenders and Assignees to rely on 
     such report), each monthly servicer report and any communication 
     required to be delivered to the holders of any of the Designated Series 
     or any Rating Agency (or any other similar entity) rating any of the 
     Designated Series;

                 (6)    as soon as available and in any event within 10 days
     after the end of each month, a collateral summary report with respect to
     all Series then outstanding, in form and substance acceptable to the
     Administrative Agent;

                 (7)    as soon as available and in any event within 10 days
     after the end of each month, a report on the compliance of the Borrower
     with the trigger events and events of default set forth in the agreements
     pursuant to which the Designated Series Insurers have insured the
     Designated Series, and promptly (and in no event later than 3 days)
     following the occurrence of any default under any such agreement, notice of
     such default (with a copy to the Lender Collateral Agent); and

                 (8)    any other financial information relating to the
     Borrower, the Spread Account Depositor, any of the Contingent Obligors, any
     of the Designated Series Servicers, any of the Designated Series or any
     Spread Accounts or RCCAs relating to any Designated Series as shall be
     reasonably requested by the Administrative Agent or any Lender.

          (2)    OTHER CERTIFICATES AND INFORMATION.  Furnish to the
Administrative Agent and each Lender and, with respect to each certificate or
document delivered after December 31, 1999, each Credit Support Provider:

                 (1)    Immediately after the Borrower knows of the occurrence
     of any Event of Early Termination, Event of Early Amortization, Event of
     Default or any event or condition which with the giving of notice or lapse
     of time, or both, would constitute an Event of Early Termination, Event of
     Early Amortization or Event of Default, a certificate of an Authorized
     Officer of ACFS specifying the nature of such event or condition and the
     action which the Borrower has taken and/or proposes to take with respect
     thereto (with a copy to the Lender Collateral Agent);

                 (2)    Prompt written notice of the occurrence of any default
     or event of default under any of the Series Transaction Documents relating
     to any of the Designated Series, including any amortization events,
     facility termination events, servicer termination events, which notice
     shall be given not later than the Business Day following the occurrence
     thereof and which notice shall (A) specify the nature thereof, and (B) be
     accompanied by copies of all notices delivered to any party to any of the
     Series Transaction Documents relating to any Designated Series or holder of
     any Designated Series with respect thereto to the extent not delivered
     pursuant to any other provision of this Agreement;


                                       -39-



                 (3)    Prompt written notice if (A) any Debt by the Borrower or
     Spread Account Depositor in excess of $100,000 is declared or shall become
     due and payable prior to its stated maturity, or is called and not paid
     when due, (B) a payment or other default shall have occurred under or with
     respect to any other Debt (other than the Lender Notes) in excess of
     $100,000 or the holder of any such Debt has the right to declare any such
     Debt due and payable prior to its stated maturity as a result of such
     default, (C) any drawing has been made under any insurance policy issued by
     any insurer of any Series which insurance policy relates to such Series; or
     (D) any drawing has been made under any Spread Account relating to any
     Series with respect to which the cumulative outstanding drawings from such
     Spread Account exceed $250,000;

                 (4)    Prompt written notice if (A) any citation, summons,
     subpoena, order to show cause or other order naming the Borrower, or any
     Designated Series Servicer or any Contingent Obligor a party to any
     proceeding before any Governmental Authority which related in any way to
     any Transaction Document, or any Designated Series, could reasonably be
     expected to have a Material Adverse Effect or calls into question the
     validity or enforceability of any of the Transaction Documents or any
     Series Transaction Documents relating to any Designated Series, and include
     with such notice a copy of such citation, summons, subpoena, order to show
     cause or other order, (B) any lapse or other termination of any material
     license, permit, franchise or other authorization issued to the Borrower,
     or any Designated Series Servicer or any Contingent Obligor by any
     Governmental Authority, the lapse or termination of which could reasonably
     be expected to result in a Material Adverse Effect, (C) any refusal by any
     Governmental Authority or any other Person to renew or extend any such
     material license, permit, franchise or other authorization with respect to
     which such refusal could reasonably be expected to result in a Material
     Adverse Effect and (D) any dispute between the Borrower, or any Designated
     Series Servicer or any Contingent Obligor and any Person, which dispute
     could reasonably be expected to have a Material Adverse Effect;

                 (5)    Prompt written notice of any change or publicly
     announced consideration of any change by any Rating Agency in the rating of
     the unsecured debt of any of the Contingent Obligors that would give rise
     to an Event of Early Termination or Event of Early Amortization, or the
     rating of any of the Designated Series; and

                 (6)    Promptly furnish such other information and financial
     data as the Administrative Agent or any Lender may reasonably request.

          (3)    PRESERVATION OF CORPORATE EXISTENCE AND SEPARATE EXISTENCE. 
ACFS shall cause the Borrower to do or cause to be done, and cause the Spread
Account Depositor to do or cause to be done, all things necessary on its part to
preserve and keep in full force and effect its existence and good standing as a
corporation or business trust, as applicable, under the laws of the jurisdiction
of its incorporation or establishment, as applicable.  ACFS will cause the
Borrower and the Spread Account Depositor to comply fully with the Underlying
Transaction Documents to which each of them is a party so as to maintain each of
the Borrower's identity and the Spread Account Depositor's 


                                       -40-



identity as a separate legal entity from its Affiliates and to make it 
manifest to third parties that each of the Borrower and the Spread Account 
Depositor is an entity with assets and liabilities distinct from its 
Affiliates. 

          (4)    COMPLIANCE WITH LAWS.  ACFS shall cause the Borrower and the
Spread Account Depositor to comply with all applicable laws, rules and
regulations and orders of any Governmental Authority, the noncompliance with
which could have a Material Adverse Effect and, without limiting the generality
of the foregoing, comply with all applicable laws, rules and regulations and
orders of any Governmental Authority regarding the use of the proceeds of the
Borrowings and the Designated Series, including the provisions of Regulations T,
U and X of the Board of Governors of the Federal Reserve System, as amended.

          (5)    PAYMENT OF TAXES.  ACFS shall cause the Borrower and the Spread
Account Depositor to pay and discharge promptly or cause to be paid and
discharged promptly, all Taxes imposed upon each of them or upon their
respective income or profits or upon any of their respective assets; PROVIDED
that the payment of any such Tax shall not be required so long as the amount,
applicability or validity thereof shall be contested in good faith by
appropriate proceedings, the Borrower or the Spread Account Depositor, as the
case may be, shall have set aside adequate cash reserves in respect thereof, and
ACFS shall have given the Administrative Agent prompt notice of such contest.

          (6)    PAYMENT OF  DEBT AND PERFORMANCE OF OBLIGATIONS.  ACFS shall
cause the Borrower and the Spread Account Depositor to pay and discharge when
due all lawful Debt, obligations and claims for labor, materials and supplies or
otherwise which, if unpaid, could reasonably be expected to (i) have a Material
Adverse Effect or (ii) become a Lien upon any property of the Borrower or the
Spread Account Depositor, as the case may be, other than a Permitted Lien,
unless and to the extent only that the validity of such Debt, obligation or
claim shall be contested in good faith and by appropriate proceedings diligently
conducted by the Borrower or the Spread Account Depositor, as the case may be,
and that any such contested Debt, obligations or claims shall not constitute or
create a Lien upon property of the Borrower or the Spread Account Depositor, as
the case may be, and provided further that ACFS shall give the Administrative
Agent prompt notice of any such contest and shall have retained adequate cash
reserves in respect thereof.

          (7)    BOOKS AND RECORDS; VISITATION.  ACFS shall cause the Borrower
and the Spread Account Depositor to keep proper books of record and account in
which complete, true and correct entries in conformity with GAAP and all
requirements of law shall be made of all material dealings and transactions in
relation to its business and activities; upon reasonable notice, permit
representatives of the Administrative Agent and each Lender to visit the offices
of the Borrower or the Spread Account Depositor, as the case may be, or such
other place where such books of record and accounts are kept and to discuss the
operations and financial condition of the Borrower  or the Spread Account
Depositor, as the case may be, with the Authorized Officers thereof.




                                       -41-



          (8)    YEAR 2000 COMPLIANCE.  An authorized Officer of ACFS shall
certify that the Borrower has no Information Systems separate from the
Information Systems of ACFS, that could be materially adversely affected through
failure to be Year 2000 Compliant on a timely basis.

          (9)    SERIES TRANSACTION DOCUMENTS.  ACFS shall cause the Borrower to
deliver 5 copies of all Series Transaction Documents relating to a Designated
Series to the Administrative Agent promptly after the closing of such Series
together with an Officer's Certificate of ACFS that such copies are true,
correct and complete.

          (10)   COMPLIANCE WITH TRANSACTION DOCUMENTS.  ACFS shall cause the
Borrower and the Spread Account Depositor to comply, in all respects, with the
terms of the Transaction Documents to which each of them is a party, including
without limitation but subject to the provisions of the Subordination Agreement
and Article IX hereof, performing any and all additional actions reasonably
required by the Administrative Agent to perfect or continue the perfection of
the Lien on the Borrower Collateral or the RCCA Collateral.

          (11)   COMPLIANCE WITH SERIES TRANSACTION DOCUMENTS.  ACFS shall cause
the Borrower and the Spread Account Depositor to comply in all respects, with
the terms of the Series Transaction Documents to which each of them is a party
relating to any Designated Series.

          (12)   CONFORMITY OF ISSUED DESIGNATED SERIES TO RELEVANT SERIES
TRANSACTION DOCUMENTS.  ACFS shall cause the Borrower and the Spread Account
Depositor to cause the Designated Series issued to be in compliance in all
material respects with the terms of the Series Transaction Documents relating to
such Designated Series, including without limitation, the existence of the
credit enhancement and/or overcollateralization contemplated by such documents.

          (13)   ACCOUNTANT'S LETTERS; LEGAL OPINIONS.  ACFS shall provide to
the Administrative Agent copies of all accountant's letters and accountant's
annual statements of compliance with respect to each Designated Series and
copies of all opinions of counsel rendered in connection with any Designated
Series and a reliance letter with each such document pursuant to which the
Administrative Agent (on behalf of the Lenders) may rely on all such documents.

          (14)   [RESERVED]

          (15)   APPOINTMENT OF SERVICER.  If FSA is not the Controlling Party
with respect to any Designated Series, to the extent the Borrower has control
over the appointment of a successor servicer with respect to such Designated
Series under the related Series Transaction Documents, ACFS will cause the
Borrower to obtain the prior written consent of  the Administrative Agent prior
to the appointment of any successor servicer.

          (16)   USE OF FACILITY.  ACFS shall cause the Borrower to use
Borrowings to fund an RCCA with respect to Series 1999-D and with respect to one
Series in each period of two consecutive calendar quarters commencing on January
1, 2000.  The aggregate principal amount of each such Series shall equal or
exceed $600 million, and the related RCCA shall be the only 


                                       -42-



replacement cash collateral account, spread account replacement reinsurance 
or other spread account replacement device employed in connection with such 
Series; PROVIDED, however, if the Required Spread Account Deposit with 
respect to such Series is greater than 3% of the aggregate principal amount 
of the securities constituting such Series, then FSA may obtain Qualified 
Subsequent Reinsurance for the difference between the Required Spread Account 
Deposit and 3% of the aggregate principal amount of the securities 
constituting such Series.  If there is insufficient capacity under this 
Agreement to fully fund an RCCA or, if the Borrower has satisfied the 
requirements of the first sentence of this Section 5.01(p) and wishes to 
borrow hereunder to fund another RCCA for another Series, then the Borrower 
may combine the RCCA with Qualified Subsequent Reinsurance, provided that the 
Spread Account Replacement Insurance is either pari passu or subordinated to 
such RCCA, PROVIDED further that any portion of such Spread Account 
Replacement Insurance obtained pursuant to this or the preceding sentence 
which would cause the sum of the principal amount of such Spread Account 
Replacement Insurance and the amount deposited in the RCCA to exceed the 
Maximum Borrowing Percentage of the aggregate principal amount of the 
securities constituting such Series must be subordinated to the RCCA.

          (17)   RATING.  If requested by the Administrative Agent at any 
time, pay the costs and expenses of having the Facility rated by any one 
Rating Agency chosen by the Administrative Agent.

          (18)   SPREAD ACCOUNT DEPOSITOR LIENS. Cause the Spread Account 
Depositor not to create, assume, or suffer to exist any Lien on any personal 
property of the Spread Account Depositor whether now owned or hereafter 
acquired by the Spread Account Depositor; PROVIDED, HOWEVER, that such 
restriction shall not apply to:  (i) any Lien for taxes, assessments or other 
governmental charges or levies not yet subject to penalties for non-payment 
or the validity, applicability or amount of which is being contested in good 
faith by appropriate legal proceedings and with respect to which adequate 
reserves in accordance with GAAP have been established by the Spread Account 
Depositor; (ii) any Lien which is imposed by law (such as those of mechanics, 
carriers and warehousemen), if payment of the obligation secured thereby is 
not yet due or the validity, the applicability or amount of which is being 
contested in good faith by appropriate legal proceedings and with respect to 
which adequate reserves in accordance with GAAP have been established by the 
Spread Account Depositor; (iii) judgment Liens in existence less than five 
days after the entry thereof or with respect to which execution has been 
stayed, so long as the aggregate amount of all such judgment Liens at any 
time does not exceed $100,000, or judgment Liens the payment of which is 
covered in full (subject to a customary deductible) by insurance; and (iv) 
Liens in favor of the collateral agent specified in the Spread Account 
Agreement for the benefit of the applicable Designated Series Insurers and 
the related secured parties.

          (19)   SPREAD ACCOUNT DEPOSITOR PAYMENTS FROM SPREAD ACCOUNTS.  Cause
the Spread Account Depositor not to make any payments from any Spread Account
other than those payments due under the terms of the related Series Transaction
Documents.  Without limiting the foregoing, ACFS agrees to cause the Borrower to
cause the Spread Account Depositor not to make any voluntary, optional, or
accelerated payments with respect to any Series with funds from the relevant
Spread Account.  Notwithstanding the foregoing, the Borrower or the Spread
Account 


                                       -43-



Depositor shall not be prevented from replacing funds on deposit in any 
Spread Account with spread account replacement reinsurance so long as such 
reinsurance constitutes "Subsequent Reinsurance" under the terms of, and as 
defined in, the RCCA Agreement.  In addition, the foregoing is not intended 
to limit the rights of FSA or the Underlying Trustees pursuant to the 
Underlying Transaction Documents.

          (20)   SPREAD ACCOUNT DEPOSITOR MERGER, CONSOLIDATION, ETC.    
Cause the Spread Account Depositor not to merge or consolidate with or into, 
or sell, convey, transfer, exchange, lease or otherwise dispose of (whether 
in one transaction or in a series of transactions) all or substantially all 
of its assets (whether now owned or hereafter acquired) to, acquire all or 
substantially all of the assets of, any Person or division of any Person; or 
sell, convey, transfer, exchange, lease or otherwise dispose of any of its 
assets; PROVIDED HOWEVER, the foregoing shall not limit the ability of the 
Spread Account Depositor to make any Initial Spread Account Deposits.

          (21)   SPREAD ACCOUNT DEPOSITOR CHANGE IN NAME.  Cause the Spread 
Account Depositor not to make any change to its name or use any trade names, 
fictitious names, assumed names or "doing business as" names.

          (22)   SPREAD ACCOUNT DEPOSITOR PROTECTION OF COLLATERAL.  Cause 
the Spread Account Depositor not to sell, transfer, exchange or otherwise 
dispose of, or pledge, mortgage, hypothecate or otherwise encumber (or permit 
such to occur or suffer such to exist), any part of its personal property, or 
permit any Lien (other than the Lien of the collateral agent specified in the 
Spread Account Agreement for the benefit of the insurer of the Designated 
Series and the related secured parties) to be created on or extend to or 
otherwise arise upon or burden such property or any part thereof, any 
interest therein or the proceeds thereof other than a sale, transfer, 
exchange, disposal, pledge, mortgage, hypothecation or encumbrance for the 
benefit of FSA and/or the Underlying Trustees permitted under or pursuant to 
the terms of any of the Underlying Transaction Documents.

          (23)   SPREAD ACCOUNT DEPOSITOR BUSINESS. Cause the Spread Account 
Depositor  not to engage in any business or activity other than the business 
described in Trust Agreement of the Spread Account Depositor as in effect on 
the date hereof.

          (24)   SPREAD ACCOUNT DEPOSITOR INDEBTEDNESS.  Cause the Spread 
Account Depositor not to incur, create, assume, suffer to exist or otherwise 
become liable with respect to any Debt other than Debt in favor of  FSA 
and/or the Underlying Trustees created or permitted under or pursuant to the 
terms of any of the Underlying Transaction Documents. 

          (25)   SPREAD ACCOUNT RELEASES.  (i) Pay to the Lender Collateral
Agent all amounts released from the RCCAs pursuant to the RCCA Agreement and
(ii) cause the Spread Account Depositor to pay to the Lender Collateral Agent
(A) all amounts paid to it pursuant to the Spread Account Agreement and (B) all
distributions in respect of the certificates of beneficial interest in the
Spread Account Depositor.  ACFS will, and will cause the Borrower and the Spread
Account Depositor to, hold all amounts received by any of them (x) in respect of
the Residual Certificates, 


                                       -44-



(y) pursuant to the RCCA Agreement or the Spread Account Agreement or (z) in 
respect of the premiums payable to the Lenders pursuant to the Series 
Transaction Documents in trust for the Lenders and promptly pay such amounts 
to the Lender Collateral Agent.  The Lender Collateral Agent shall deposit 
all amounts received by it in respect of the Borrower Collateral into the 
Collateral Account for distribution pursuant to Section 6 of the Security 
Agreement.

          SECTION 5.2   NEGATIVE COVENANTS.  Until this Agreement shall have 
terminated in accordance with its terms, all outstanding Advances (including 
principal, interest and fees) have been repaid to the Lenders and all 
Commitments of the Lenders shall have been terminated ACFS will cause the 
Borrower not to, directly or indirectly:

          (1)    LIENS. Create, assume, or suffer to exist any Lien on any 
Borrower Collateral or RCCA Collateral whether now owned or hereafter 
acquired by the Borrower; PROVIDED, HOWEVER, that such restriction shall not 
apply to: (i) any Liens in favor of the Lender Collateral Agent pursuant to 
the Security Agreement, Liens in favor of Bank One as collateral agent under 
the Certificate Pledge Agreement and  Liens in favor of the RCCA Agent 
pursuant to the RCCA Agreement; (ii) any Lien for taxes, assessments or other 
governmental charges or levies not yet subject to penalties for non-payment 
or the validity, applicability or amount of which is being contested in good 
faith by appropriate legal proceedings and with respect to which adequate 
reserves in accordance with GAAP have been established by the Borrower; (iii) 
any Lien which is imposed by law (such as those of mechanics, carriers and 
warehousemen), if payment of the obligation secured thereby is not yet due or 
the validity, the applicability or amount of which is being contested in good 
faith by appropriate legal proceedings and with respect to which adequate 
reserves in accordance with GAAP have been established by the Borrower; (iv) 
judgment Liens in existence less than five days after the entry thereof or 
with respect to which execution has been stayed, so long as the aggregate 
amount of all such judgment Liens at any time does not exceed $100,000, or 
judgment Liens the payment of which is covered in full (subject to a 
customary deductible) by insurance; and (v) in the case of the Borrower 
Collateral other than the Borrower Collateral Account, the RCCA Collateral 
and the Class A Certificate (each as defined in the Security Agreement), the 
Liens in favor of the Senior Lien Holders (as defined in the Subordination 
Agreement) under the Underlying Transactions Documents.

          (2)    PAYMENTS FROM SPREAD ACCOUNTS.  Make any payments from any 
Spread Account (including, without limitation, funds replaced with Spread 
Account Replacement Reinsurance) or RCCA other than those payments due under 
the terms of the related Series Transaction Documents and subject to the 
provisions of the Subordination Agreement and Article IX hereof.  Without 
limiting the foregoing, ACFS agrees to cause the Borrower not to make any 
voluntary, optional, or accelerated payments with respect to any Series with 
funds from the relevant Spread Account.  Notwithstanding the foregoing, once 
the amount of the unused Commitments has been permanently reduced to zero, 
the Borrower or the Spread Account Depositor shall not be prevented from 
replacing funds on deposit in any Spread Account with Spread Account 
Replacement Reinsurance.  Any Spread Account Replacement Reinsurance obtained 
in connection with a release of funds on deposit in any Spread Account must 
constitute "Qualified Subsequent Reinsurance" under the terms of, and as 
defined in, the RCCA Agreement.


                                       -45-



          (3)    LIMITATIONS ON MARGIN STOCK.  Use any of the net proceeds 
from the Borrowings, directly or indirectly, for the purpose of buying or 
carrying any Margin Stock.

          (4)    STOCK, MERGER, CONSOLIDATION, ETC.    Merge or consolidate 
with or into, or sell, convey, transfer, exchange, lease or otherwise dispose 
of (whether in one transaction or in a series of transactions) all or 
substantially all of its assets (whether now owned or hereafter acquired) to, 
acquire all or substantially all of the assets of, any Person or division of 
any Person; or sell, convey, transfer, exchange, lease or otherwise dispose 
of any of its assets; PROVIDED HOWEVER, the foregoing shall not limit the 
ability of the Borrower to sell, convey or transfer, from time to time,  
pools of receivables to other Persons in connection with the issuance of any 
Series.

          (5)    CHANGE IN NAME.  Make any change to its name or use any 
trade names, fictitious names, assumed names or "doing business as" names.

          (6)    MODIFICATIONS OF SERIES TRANSACTION DOCUMENTS.  Amend or 
otherwise modify, without the consent of the Administrative Agent (which 
consent may be given by the Administrative Agent at the direction of the 
Required Lenders and which consent shall not unreasonably be withheld) any of 
the Series Transaction Documents relating to any FSA Series to which it is a 
party which amendment or modification would materially and adversely affect 
any of the Lenders or the Administrative Agent, including, without 
limitation, any amendment or modification, which (i) impairs or adversely 
affects the value of the Borrower Collateral or RCCA Collateral, (ii) permits 
the creation of any Lien ranking prior to or on a parity with the Lien of the 
Security Agreement with respect to any of the Borrower Collateral, other than 
as permitted by the Transaction Documents, (iii) permits the creation of any 
Lien ranking prior to or on a parity with the Lien of the RCCA Agreement with 
respect to any of the RCCA Collateral, other than as permitted by the 
Transaction Documents,  (iv) terminates the Lien of the Lender Collateral 
Agent or the RCCA Agent on the Borrower Collateral or the RCCA Collateral, 
respectively, or deprives the Lenders of the security afforded by the Liens 
of the Security Agreement and the RCCA Agreement, or (v) increases the amount 
of payments with respect to or accelerates the scheduled maturity date of any 
FSA Series.   

          (7)    PROTECTION OF COLLATERAL.  Subject to the Subordination
Agreement and Article IX hereof, sell, transfer, exchange or otherwise dispose
of, or pledge, mortgage, hypothecate or otherwise encumber (or permit such to
occur or suffer such to exist), any part of the Borrower Collateral, except as
expressly permitted by the Security Agreement, or any part of the RCCA
Collateral, except as expressly permitted by the RCCA Agreement; subject to the
Subordination Agreement and Article IX hereof, permit the validity or
effectiveness of the Security Agreement or the RCCA Agreement or any grant under
either such agreement to be impaired; subject to the Subordination Agreement and
Article IX hereof, permit the Lien of the Security Agreement or the Lien of the
RCCA Agreement to be amended, hypothecated, subordinated, terminated or
discharged; subject to the Subordination Agreement and Article IX hereof, permit
any Person to be released from any covenants or obligations with respect to the
Security Agreement or the RCCA Agreement, except as may be expressly permitted
hereby or thereby; permit any Lien (other than the Lien of the Security
Agreement or Permitted Liens) to be created on or extend to or otherwise arise
upon or 


                                       -46-



burden the Borrower Collateral or any part thereof, any interest therein or 
the proceeds thereof; subject to the Subordination Agreement and Article IX 
hereof, take any action that would permit the lien of the Security Agreement 
not to constitute a valid security interest in the Borrower Collateral and 
prior to all Liens other than the Permitted Liens; permit any Lien (other 
than the Lien of the RCCA Agreement) to be created on or extend to or 
otherwise arise upon or burden the RCCA Collateral or any part thereof, any 
interest therein or the proceeds thereof; subject to the Subordination 
Agreement and Article IX hereof, take any action that would permit the lien 
of the RCCA Agreement not to constitute a valid security interest in the RCCA 
Collateral and prior to all Liens other than the Permitted Liens; subject to 
the Subordination Ageement and Article IX hereof, claim any credit on, or 
make any deduction from, the principal or interest payable in respect of the 
Advances or the Lender Notes (other than amounts withheld in accordance with 
the Code) or assert any claim against any present or future Lender or the 
Administrative Agent, by reason of the payment of any taxes levied or 
assessed upon any part of the Borrower Collateral or the RCCA Collateral.

          (8)    OTHER BUSINESS.  Engage in any business or activity other 
than the business described in its certificate of incorporation as in effect 
on the date hereof.

          (9)    INDEBTEDNESS.  Subject to the Subordination Agreement and 
Article IX hereof, incur, create, assume, suffer to exist or otherwise become 
liable with respect to any Debt other than (i) hereunder, and (ii) any Debt 
incurred, from time to time, in connection with the issuance of any Series. 

          (10)   APPOINTMENT OF TRUSTEE.  If FSA is not the Controlling 
Person with respect to a Designated Series, to the extent the Borrower has 
control over the appointment of the trustee of such Designated Series 
(initial and any successor trustee), if such trustee is to be a Person other 
than Bank One, N.A., appoint such trustee until the Borrower has received the 
prior written consent of the Administrative Agent.

          (11)   ADDITIONAL SERIES.  Issue any Series (other than Designated 
Series) unless the following conditions shall have been satisfied on or 
before the date of such issuance:

                 (1)    The Administrative Agent shall have received an
     Officer's Certificate of ACFS and ACC stating that (A) the sum of the
     amount on deposit in the Spread Account with respect to such Series and the
     Qualified Subsequent Reinsurance  with respect to such Series is equal to
     at least 5% of the initial aggregate principal amount of the securities
     constituting such Series, (B) the aggregate amount of cash on deposit in
     the Spread Account with respect to such Series is equal to at least 2% of
     the initial aggregate principal amount of the securities constituting such
     Series and (C) the "Accelerated Payment Termination Date" for such Series
     shall be structured so as to allow the amount on deposit in the spread
     account to be "shareable" pursuant to the Spread Account Agreement within
     400 days of the closing date of such Series; and


                                       -47-



                 (2)    The Administrative Agent shall have received evidence
     satisfactory to it that the Series shall have been insured by FSA and such
     FSA's credit risk on a stand-alone basis shall have been rated at least
     Baa3/BBB- by Moody's and S&P, respectively.

          SECTION 5.3   LIMITED REMEDIES AND RECOURSE FOR BREACH.  The
Administrative Agent, the Lender Collateral Agent and each of the Lenders
acknowledges and agrees that the covenants in this Article V are covenants of
ACFS only and that the only recourse available to the Administrative Agent, the
Lender Collateral Agent and the Lenders shall be to recover actual damages from
ACFS.  The Administrative Agent, the Lender Collateral Agent and each of the
Lenders waives, to the fullest extent permitted by law, any right to specific
performance and other equitable remedies in respect of any breach of the
representations and warranties in this Article V.  In addition, nothing
contained in this Agreement shall be deemed to limit the ability of ACFS or the
Borrower to cooperate with FSA or any Underlying Trustee with respect to the
administration or transfer of servicing upon a Servicer Termination Event (as
defined in any Underlying Transaction Document), including, without limitation,
entering into amendments to the Underlying Transaction Documents with respect to
the obligations and compensation of a successor Servicer.


                                      ARTICLE VA
                             CONTINGENT OBLIGOR COVENANTS

     SECTION 5A.01      COVENANT OF EACH CONTINGENT OBLIGOR.  Until this
Agreement shall have been terminated in accordance with its terms, all
outstanding Advances (including principal, interest and fees) have been repaid
to the Lenders and all Commitments of the Lenders shall have been terminated,
each Contingent Obligor will do or cause to be done all things necessary on its
part to preserve and keep in full force and effect its existence and good
standing as a corporation under the laws of its jurisdiction of incorporation.

     SECTION 5A.02      COVENANTS OF ACFS.  Until this Agreement shall have been
terminated in accordance with its terms, all outstanding Advances (including
principal, interest and fees) have been repaid to the Lenders and all
Commitments of the Lenders shall have been terminated, ACFS will:

          (a)    CONTINUING PERFORMANCE AS SERVICER. So long as ACFS is
qualified to act as Servicer and it is the Servicer under any Designated Series,
ACFS shall not resign as Servicer with respect to such Designated Series without
the prior written consent of the Administrative Agent.  If FSA is not the
Controlling Party, to the extent ACFS is no longer the Servicer for any
Designated Series and ACFS has control over the appointment of a successor
servicer with respect to such Designated Series under the related Series
Transaction Documents, ACFS shall consult with the Administrative Agent prior to
the appointment of any successor servicer.

          (b)    MODIFICATION OF SERIES TRANSACTION DOCUMENTS.    Not amend or
otherwise modify, without the consent of the Administrative Agent (which consent
may be given by the Administrative Agent at the direction of the Required
Lenders at their sole discretion), any of the 


                                       -48-



Series Transaction Documents relating to any FSA Series to which it is a 
party which amendment or modification could adversely affect any of the 
Lenders or the Administrative Agent, including, without limitation, any 
amendment or modification, which (i) impairs or adversely affects the value 
of the Borrower Collateral or the RCCA Collateral, (ii) permits the creation 
of any Lien ranking prior to or on a parity with the Lien of the Security 
Agreement with respect to any of the Borrower Collateral or the  Lien of the 
RCCA Agreement with respect to any of the RCCA Collateral, other than as 
permitted by the Transaction Documents, (iii) terminates the Lien of the 
Lender Collateral Agent on the Borrower Collateral or the Lien of the RCCA 
Agent on the RCCA Collateral or deprives the Lenders of the security afforded 
by the Lien of the Security Agreement or the Lien of the RCCA Agreement, or 
(iv) increases the amount of payments with respect to or accelerates the 
scheduled maturity date of any FSA Series.

          (c)    APPOINTMENT OF TRUSTEE.  If FSA is not the Controlling 
Party, to the extent ACFS has control over the appointment of the trustee of 
any Designated Series (initial and any successor trustee), if such trustee is 
to be a Person other than Bank One, N.A., ACFS shall not appoint such trustee 
until ACFS has received the prior written consent of the Administrative Agent.

          (d)    OPTIONAL REPURCHASE.  ACFS shall not exercise any right (as 
a servicer under any Designated Series) of optional repurchase or 
reconveyance of the pool of receivables held by the trust which issued the 
Designated Series without the consent of the Administrative Agent which 
consent shall not unreasonably be withheld, if as a result of such repurchase 
or reconveyance, there will be any amounts owing to the Lenders with respect 
to such Designated Series under this Agreement or other Transaction Documents.

          (e)    NOTICE OF SELLER OR SERVICER REPURCHASE.  ACFS shall provide 
immediate written notice to the Administrative Agent of any mandatory 
purchase by the seller or servicer or reconveyance to the seller or servicer 
of the pool of receivables held by the trust which issued any  Designated 
Series.  In addition, ACFS, in its capacity as servicer for a Designated 
Series, shall, upon becoming aware of any event which would require the 
seller or servicer of the pool of receivables to purchase such receivables, 
give immediate notice of such event to the other parties to the relevant 
Series Transaction Documents and the Administrative Agent and take all other 
actions necessary for the seller or servicer to repurchase such receivables.

          (f)    NOMINATION OF LOCK-BOX BANK.  Subject to FSA's rights as 
Controlling Party under the Underlying Transaction Documents to direct the 
Servicer and subject to the Subordination Agreement and Article IX hereof, 
ACFS, as servicer for a Designated Series, shall not terminate any lock-box 
relating thereto, and, in the event of resignation of a lock-box bank 
relating to any Designated Series, ACFS, in its capacity as servicer for such 
Designated Series, shall not nominate a new lock-box bank, in either case 
without the prior written consent of the Administrative Agent, which consent 
shall not unreasonably be withheld.

          (g)    SERVICER FAILURE TO PERFORM.  ACFS shall reimburse the trust
issuing any Designated Series for any decrease in excess cash flow or reduction
in  the amount deposited in the relevant Designated Series Spread Account or
RCCA which results from the failure of ACFS to 


                                       -49-



perform its obligations as the servicer under the Series Transaction 
Documents relating to such Designated Series.  

          (h)    SERVICING FEES.  The Contingent Obligors will not amend 
Section 4.08 of the Indenture, dated as of January 29, 1998, among ACC and 
certain Affiliates and Bank One, N.A., as trustee, without the consent of the 
Required Lenders.

ARTICLE 6                                  
                                  EVENTS OF DEFAULT

          SECTION 6.1   EVENTS OF DEFAULT.  Each of the following events shall
constitute an "EVENT OF DEFAULT" hereunder:

          (1)    the Borrower shall fail to pay any principal of any Advance, 
or shall fail to pay any interest, fees or other amount payable hereunder 
within one (1) Business Day after the same becomes due and payable or any 
Contingent Obligor shall fail to pay any amount payable by it hereunder 
within one (1) Business Day after the same becomes due and payable; or

          (2)    any representation or warranty by any Contingent Obligor 
herein or in any other Transaction Document to which such Contingent Obligor 
is party shall prove to have been incorrect in any material respect when made 
or deemed made; or

          (3)    ACFS shall fail to cause the Borrower in any material 
respect to perform or observe any term, covenant or agreement contained in 
SECTION 5.02(a) if the failure to perform or observe such term, covenant or 
agreement shall remain unremedied for ten (10) Business Days (determined in 
the case of a Lien described in clause (iv) of such Section, after giving 
effect to the five Business Day cure period provided in such Section); or

          (4)    the Borrower or any Contingent Obligor shall fail in any 
material respect to perform or observe any term, covenant or agreement 
contained in this Agreement or any of the other Transaction Documents (other 
than as described in SECTION 6.01(a), 6.01(b) or 6.01(c) above) to be 
performed or observed by it if the failure to perform or observe such other 
term, covenant or agreement shall remain unremedied for thirty (30) days 
after written notice thereof shall have been given to the Borrower or the 
Contingent Obligor, as applicable, by the Administrative Agent; or

          (5)    the Borrower or any Contingent Obligor shall fail to pay any
principal of or premium or interest on any Debt (other than its obligations
under this Agreement or the Lender Notes) having a principal sum of $100,000 or
more, with respect to the Borrower or $10,000,000 or more, with respect to any
Contingent Obligor, when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) and such
failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other default under
any agreement or instrument relating to any such Debt of the Borrower or any
Contingent Obligor or any other event, shall occur and shall continue after the
applicable grace period, if any, specified in such agreement or instrument if
the effect of 


                                       -50-



such default or event is to accelerate, or to permit the acceleration of, the 
maturity of such Debt; or any such Debt shall be declared to be due and 
payable or required to be prepaid (other than by a regularly scheduled 
required prepayment), redeemed, purchased or defeased, or an offer to prepay, 
redeem, purchase or defease such Debt shall be required to be made, in each 
case, prior to the stated maturity thereof; or

          (6)    any facility termination event, early amortization event, 
servicer termination event, any drawdown under the insurance policy provided 
by the Designated Series Insurer with respect to any Designated Series or 
event of default or other similar event by any other name shall occur under 
any of the Designated Series (whether or not declared, waived or consented to 
by the relevant trustee, Designated Series Insurer, trust or the holders of 
such Designated Series) and any grace period or cure period set forth in the 
relevant Series Transaction Documents shall have expired;

          (7)    any event of default or other default shall occur under any 
insurance and reimbursement agreement with any Designated Series Insurer and 
any grace period or cure period set forth in the relevant insurance and 
reimbursement agreement shall have expired;

          (8)    any Insolvency Event shall occur with respect to the 
Borrower, the Spread Account Depositor, any Designated Series Servicer or any 
of the Contingent Obligors;

          (9)    there shall remain undischarged for more than ten days any 
final judgment or execution action against  the Spread Account Depositor, the 
Borrower or any Contingent Obligor that, together with other outstanding 
final judgments and execution actions against the Spread Account Depositor, 
the Borrower or such Contingent Obligor, as the case may be, exceeds $100,000 
in the aggregate with respect to the Spread Account Depositor or the Borrower 
or $10,000,000 in the aggregate with respect to any Contingent Obligor; or

          (10)   the Pension Benefit Guaranty Corporation or the Internal 
Revenue Service shall have filed notice of one or more Liens against  the 
Spread Account Depositor, the Borrower or any Contingent Obligor or any of 
their respective properties or assets and such Liens shall remain 
undischarged for more than 30 Business Days after the date of such notice; or

          (11)   (i) the Security Agreement (or any Lien purported to be created
thereunder) shall, for any reason, cease to be in full force and effect or be
declared to be null and void, or the Lender Collateral Agent for any reason
shall not or shall cease to hold a valid and perfected Lien (second in priority
only to Permitted Liens) in all Borrower Collateral in favor of the Lenders and
the Administrative Agent, or the validity or enforceability of the Security
Agreement (or any Lien purported to be created thereunder) shall be contested by
the Borrower, or the Borrower shall deny that it has any or further liability or
obligation thereunder (or with respect thereto); or (ii) the RCCA Agreement (or
any Lien purported to be created thereunder) shall, for any reason, cease to be
in full force and effect or be declared to be null and void, or the RCCA Agent
for any reason shall not or shall cease to hold a valid and perfected Lien in
all RCCA Collateral, or the validity or enforceability of the RCCA Agreement (or
any Lien purported to be created thereunder) shall be contested by the 


                                       -51-



Borrower, or the Borrower shall deny that it has any or further liability or 
obligation thereunder (or with respect thereto); or

          (12)   The Contingent Obligors and their Affiliates shall not own 
or shall cease for any reason to own 100% of the issued and outstanding 
capital stock of the Borrower or the Borrower shall not own or shall cease 
for any reason to own 100% of the beneficial interests in the Spread Account 
Depositor; or

          (13)   any material representation or warranty made by any 
Contingent Obligor or the servicer in any of the Series Transaction Documents 
relating to any Designated Series or any information delivered to the 
Borrower with respect to any Designated Series shall prove to have been 
incorrect in any material respect when made or when delivered, which 
continues to be incorrect for a period of ten (10) Business Days after 
written notice thereof shall have been given to the Borrower by the 
Administrative Agent; or

          (14)   any Transaction Document shall, for any reason (except in 
accordance with its terms), cease to be in full force and effect, or cease to 
be the legally valid, binding and enforceable obligations of the parties 
thereto, or any party to any Transaction Document shall, directly or 
indirectly, contest in any manner such effectiveness, validity, binding 
nature or enforceability; or

          (15)   (i) any Credit Support Default shall have occurred or (ii) 
any Credit Support Provider shall have contested its obligations under the 
Credit Support Agreement and, in either such case, such Credit Support 
Provider shall not have been replaced by the Borrower with a Credit Support 
Provider acceptable to the Administrative Agent within 30 days.

          SECTION 6.2   REMEDIES. 

          (1)    Upon the occurrence of any Event of Default or at any time 
thereafter during the continuance thereof, (i) if such event is an Event of 
Default specified in clause (h) of SECTION 6.01, the Commitments shall 
immediately and automatically terminate and the Borrowings, all accrued and 
unpaid interest thereon and all other amounts owing hereunder and under the 
Lender Notes shall immediately become due and payable by the Contingent 
Obligors (subject to the limit set forth in Section 2A.03) and due and 
payable to the extent of funds available under the Security Agreement, and, 
subject to the provisions of the Subordination Agreement and Article IX 
hereof,  the Administrative Agent may, and upon the direction of the Required 
Lenders shall, exercise any and all remedies and other rights provided herein 
or in the Transaction Documents, including its rights under Article IIA, with 
respect to the Contingent Obligors, the Borrower Collateral and the RCCA 
Collateral and (ii) if such event is any other Event of Default, any or all 
of the following actions may be taken:  (A) with the consent of the Required 
Lenders, the Administrative Agent may, and upon the direction of the Required 
Lenders shall, by notice to the Borrower, declare the Commitments to be 
terminated forthwith, whereupon the Commitments shall immediately terminate, 
and (B) with the consent of the Required Lenders, the Administrative Agent 
may, and upon the direction of the Required Lenders shall, by notice of 
default to the Borrower, declare the


                                       -52-



Borrowings, all accrued and unpaid interest thereon, and all other amounts owing
hereunder to be forthwith due and payable by the Contingent Obligors (subject to
the limit set forth in Section 2A.03) and due and payable to the extent of funds
available under the Security Agreement, whereupon the same shall immediately
become due and payable by the Contingent Obligors (subject to the limit set
forth in Section 2A.03) and due and payable to the extent of funds available
under the Security Agreement, and, subject to the provisions of the
Subordination Agreement and Article IX hereof, the Administrative Agent may, and
upon the direction of the Required Lenders shall, exercise any and all remedies
and othe rights provided herein or in the Transaction Documents, including its
rights under Article IIA, with respect to the Contingent Obligors, the Borrower
Collateral and the RCCA Collateral.  Except as otherwise provided in this
Section, presentment, demand, protest and all other notices of any kind are
hereby expressly waived.  The Borrower and each Contingent Obligor hereby
further expressly waives and covenants not to assert any appraisement,
valuation, stay, extension, redemption or similar laws, now or at any time
hereafter in force which might delay, prevent or otherwise impede the
performance or enforcement of any Transaction Document.

          (2)    In the event that the Commitments shall have been terminated or
the Borrowings shall have been declared, subject to the provisions of the
Subordination Agreement and Article IX hereof, due and payable pursuant to the
provisions of this Section, any funds received by the Administrative Agent and
the Lenders from or on behalf of the Borrower shall, subject to the provisions
of the Subordination Agreement and Article IX hereof, be applied by the
Administrative Agent and the Lenders in liquidation of the Borrowings and the
obligations of the Borrower hereunder and under the Lender Notes in the manner
and order set forth in the Security Agreement.

          (3)    All remedies against the Borrower and/or the Borrower
Collateral set forth in this Section 6.02 shall be subject to the provisions of
the Subordination Agreement and Article IX hereof.


                                     ARTICLE VIA
                             EVENTS OF EARLY TERMINATION

     SECTION 6A.01  EVENTS OF EARLY TERMINATION.  Each of the following events
shall constitute an "EVENT OF EARLY TERMINATION" hereunder:

          (a)    the long term senior unsecured debt of ACC is rated by any of
Fitch or Moody's at or below B or B2 respectively; or

          (b)    a Credit Support Provider Ratings Event shall have occurred and
be continuing and such Credit Support Provider shall not have been replaced by
the Borrower with a Credit Support Provider acceptable to the Administrative
Agent within 45 days of such event.

     SECTION 6A.02  CONSEQUENCES.  Upon the occurrence of any Event of Early
Termination or at any time thereafter during the continuance thereof, the
Required Lenders may declare that the 


                                       -53-



Commitments shall immediately and automatically be terminated and the 
Borrower shall not be permitted to borrow and the Lenders shall not be 
required to make any new Advances to the Borrower hereunder.

                                     ARTICLE VIB
                             EVENTS OF EARLY AMORTIZATION

     SECTION 6B.01  EVENTS OF EARLY AMORTIZATION.  Each of the following events
shall constitute an "EVENT OF EARLY AMORTIZATION" hereunder:

          (a)    the long term senior unsecured debt of ACC is rated by any of
S&P, Fitch or Moody's at or below B-, B- or B3 respectively; or

          (b)     any trigger event, facility termination event, early
amortization event, servicer termination event or event of default or other
similar event by any other name shall occur under any of the Series insured by
any Designated Series Insurer or other insurer (whether or not declared, waived
or consented to by the relevant trustee, Designated Series Insurer, trust or the
holders of such Series) and any grace period or cure period set forth in the
relevant Series Transaction Documents shall have expired, PROVIDED that a
trigger event shall not constitute an Event of Early Amortization if (i) the
Pool Factor (as defined in the Series Transaction Documents with respect to
Series 1999-B) with respect to the related Series is 50% or less, (ii) FSA
waives such trigger event, (iii) the aggregate outstanding principal amount of
all such Series is less than or equal to 15% of the aggregate outstanding
principal amount of all the Series insured by the Designated Series Insurer
(including any outstanding Prefunded Amounts), (iv) the amount on deposit in the
Spread Account for such Series is not less than the amount required to be on
deposit therein pursuant to the terms of the related Series Transaction
Documents and (v) the amount of overcollateralization for such Series is not
less than the amount of overcollateralization required pursuant to the terms of
the related Series Transaction Documents; or

          (c)    total delinquencies of 60 days or more and repossessed assets
in ACFS's serviced portfolio exceeds 6.5% of such portfolio determined at the
end of any fiscal month of ACFS; or

          (d)    the ACC Portfolio Charge-Off Ratio as of the end of any of its
fiscal quarters exceeds 7.5%; or

          (e)    a Credit Support Default shall have occurred and be continuing
and, if such Credit Support Provider Default shall have resulted from an
Insolvency Event, such Credit Support Provider shall not have been replaced by
the Borrower with a Credit Support Provider acceptable to the Administrative
Agent within 30 days of such default.

     SECTION 6B.02  CONSEQUENCES.  Upon the occurrence of any Event of Early
Amortization or at any time thereafter during the continuance thereof, the
Required Lenders may declare that the 


                                       -54-



Commitments shall immediately and automatically be terminated and the 
Borrower shall not be permitted to borrow and the Lenders shall not be 
required to make any new Advances to the Borrower hereunder.  In addition, 
subject to the provisions of the Subordination Agreement and Article IX 
hereof, the outstanding principal amount of the Borrowings shall be repaid as 
set forth in Section 2.05(e).

ARTICLE 7                                  
                                      THE AGENT

          SECTION 7.1   APPOINTMENT.

          (1)    Each Lender hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Lender hereunder and under the
Transaction Documents, and each such Lender irrevocably authorizes the
Administrative Agent, as the agent for such Lender, to take such action on its
behalf under the provisions hereof and of each Transaction Document and to
exercise such powers and perform such duties hereunder and thereunder as are
expressly granted to the Administrative Agent by the terms hereof or thereof,
subject to the terms and conditions of this Agreement and the Subordination
Agreement, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein or in the Transaction Documents to which the
Administrative Agent is a party, or any fiduciary relationship with any Lender,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against the
Administrative Agent.

          (2)    Each Lender hereby appoints Bankers Trust Company as Lender
Collateral Agent under the Security Agreement and Bankers Trust Company hereby
accepts such appointment, subject, in each case, to the terms and conditions set
forth in the Security Agreement and the Subordination Agreement.

          SECTION 7.2   DELEGATION OF DUTIES.  The Administrative Agent may
execute any of its duties hereunder or under any of the Transaction Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties.  The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

          SECTION 7.3   EXCULPATORY PROVISIONS.  Neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates shall be (a) liable to any of the Lenders for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
any of the other Transaction Documents (except for its or such Person's own
gross negligence or willful misconduct) or (b) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by the Borrower, the Spread Account Depositor, any Contingent Obligor, the RCCA
Agent or the Lender Collateral Agent or any officer 


                                       -55-



thereof contained in any of the other Transaction Documents or in any 
certificate, report, statement or other document referred to or provided for 
in, or received by the Administrative Agent under or in connection with, any 
of the other Transaction Documents or for the value, validity, effectiveness, 
genuineness, enforceability or sufficiency of this Agreement or any of the 
other Transaction Documents or for any failure of the Borrower, the Spread 
Account Depositor, any Contingent Obligor, the RCCA Agent or the Lender 
Collateral Agent to perform its obligations thereunder.  The Administrative 
Agent shall be under no obligation to any Lender to ascertain or to inquire 
as to the observance or performance of any of the agreements contained in, or 
conditions of, any of the other Transaction Documents, or to inspect the 
properties, books or records of the Borrower, the Spread Account Depositor, 
any Contingent Obligor, any trustee for any Designated Series, the RCCA Agent 
or the Lender Collateral Agent.

          SECTION 7.4   RELIANCE BY AGENT.  The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, written statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to the Administrative Agent),
independent accountants and other experts selected by the Administrative Agent. 
The Administrative Agent shall be fully justified in failing or refusing to take
any action under any of the Transaction Documents unless it shall first receive
such advice or concurrence of the Required Lenders as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders or by the
Committed Lenders against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action.  The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under any of the Transaction Documents in accordance
with a request of the Required Lenders and such request and any action taken or
failure to act pursuant thereto shall be binding upon all present and future
Lenders.

          SECTION 7.5   NOTICES.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any breach of this Agreement or
the occurrence of any Default, Event of Default, Event of Early Termination or
Event of Early Amortization unless the Administrative Agent has received notice
from the Borrower, the Lender Collateral Agent, the RCCA Agent or any Lender
referring to this Agreement, describing such event.  In the event that the
Administrative Agent receives such a notice, the Administrative Agent promptly
shall give notice thereof to the Lenders.  The Administrative Agent shall take
such action with respect to such event as shall be reasonably directed by the
Required Lenders; PROVIDED that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent  may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such event as it shall deem advisable in the best interests of the Lenders.

          SECTION 7.6   NON-RELIANCE ON AGENT AND OTHER LENDERS.  Each Lender
expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representations or warranties to it and that no act by the Administrative
Agent or the Administrative Agent hereafter taken, including any review of 


                                       -56-



the affairs of the Borrower, any Contingent Obligor, any trustee for any 
Designated Series, the RCCA Agent or the Lender Collateral Agent shall be 
deemed to constitute any representation or warranty by the Administrative 
Agent to any Lender.  Each Lender represents to the Administrative Agent that 
it has, independently and without reliance upon the Administrative Agent or 
any other Lender, and based on such documents and information as it has 
deemed appropriate, made its own appraisal of and investigation into the 
value and creditworthiness of the Borrower Collateral, the RCCA Collateral, 
the business, operations, property, financial and other condition and 
creditworthiness of the Borrower, the Spread Account Depositor, each 
Contingent Obligor, trustee of each Designated Series, the RCCA Agent or the 
Lender Collateral Agent and made its own decision to enter into this 
Agreement and its Commitment and make Advances hereunder.  Each Lender also 
represents that it will, independently and without reliance upon the 
Administrative Agent or any other Lender, and based on such documents and 
information as it shall deem appropriate at the time, continue to make its 
own analysis, appraisals and decisions in taking or not taking action under 
any of the Transaction Documents, and to make such investigation as it deems 
necessary to inform itself as to the value and creditworthiness of the 
Borrower Collateral, the RCCA Collateral, the business, operations, property, 
financial and other condition and creditworthiness of the Borrower, the 
Spread Account Depositor, each Contingent Obligor, trustee of each Designated 
Series, the RCCA Agent or the Lender Collateral Agent.  Except for notices, 
reports and other documents received by the Administrative Agent under 
SECTION 5.01(a) or 5.01(b) hereof, the Administrative Agent shall not have 
any duty or responsibility to provide any Lender with any credit or other 
information concerning the business, operations, property, condition 
(financial or otherwise), prospects or creditworthiness of the Borrower, the 
Spread Account Depositor, any Contingent Obligor, any trustee of any 
Designated Series, the RCCA Agent or the Lender Collateral Agent which may 
come into the possession of the Administrative Agent or any of its officers, 
directors, employees, agents, attorneys-in-fact or Affiliates.

          SECTION 7.7   INDEMNIFICATION.  The Liquidity Lenders and the 
Non-contingent Lenders agree to indemnify the Administrative Agent and the 
Lender Collateral Agent in their respective capacities as such (without 
limiting the obligation (if any) of the Borrower to reimburse the 
Administrative Agent or the Lender Collateral Agent for any such amounts), 
ratably according to their respective Lending Percentages (or, if the 
Commitments have been terminated, Percentage Interests), from and against any 
and all liabilities, obligations, losses, damages, penalties, actions, 
judgments, suits, costs, expenses or disbursements of any kind whatsoever 
which may at any time (including at any time following the payment of the 
obligations under this Agreement) be imposed on, incurred by or asserted 
against the Administrative Agent or the Lender Collateral Agent, as the case 
may be, in any way relating to or arising out of this Agreement, the Security 
Agreement or any documents contemplated by or referred to herein or therein 
or the transactions contemplated hereby or thereby or any action taken or 
omitted by the Administrative Agent or the Lender Collateral Agent, as the 
case may be, under or in connection with any of the foregoing; PROVIDED that 
no Lender shall be liable for the payment of any portion of such liabilities, 
obligations, losses, damages, penalties, actions, judgments, suits, costs, 
expenses or disbursements of the Administrative Agent or the Lender 
Collateral Agent, as the case may be, resulting from its own gross negligence 
or willful misconduct.  The agreements in this subsection shall survive the 
payment of the obligations under this Agreement.


                                       -57-



          SECTION 7.8   AGENT IN ITS INDIVIDUAL CAPACITY.  The Administrative
Agent and its Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrower, the Spread Account Depositor,
any Contingent Obligor, any trustee of any Designated Series, the RCCA Agent or
the Lender Collateral Agent as though the Administrative Agent were not the
agent hereunder.  Each Lender acknowledges that CSFB may act (i) as
administrator and agent for one or more Conduit Lenders and in such capacity
acts and may continue to act on behalf of each such Conduit Lender in connection
with its business, and (ii) as the agent for certain financial institutions
under the liquidity and credit enhancement agreements relating to this Agreement
to which any such Conduit Lender is party and in various other capacities
relating to the business of any such Conduit Lender under various agreements. 
CSFB in its capacity as the Administrative Agent shall not, by virtue of its
acting in any such other capacities, be deemed to have duties or
responsibilities hereunder or be held to a standard of care in connection with
the performance of its duties as the Administrative Agent other than as
expressly provided in this Agreement.  CSFB may act as the Administrative Agent
without regard to and without additional duties or liabilities arising from its
role as such administrator or agent or arising from its acting in any such other
capacity.  Each Lender further acknowledges that CSFB in its capacity as
Administrative Agent may be the beneficiary of one or more policies issued by
the Credit Support Providers and that such policies may be held for the benefit
of only certain of the Lenders.  The Lenders agree that the Administrative Agent
may disburse payments received under such policies only to the Lenders intended
to be beneficiaries thereof and may otherwise act as agent of only such Lenders
in connection with such policies.

          SECTION 7.9   SUCCESSOR AGENT.  The Administrative Agent may resign as
Administrative Agent upon ten days' notice to the Lenders, the Lender Collateral
Agent and the Borrower, with such resignation becoming effective upon a
successor agent succeeding to the rights, powers and duties of the
Administrative Agent pursuant to this SECTION 7.09.  If the Administrative Agent
shall resign as Administrative Agent under this Agreement, then the Required
Lenders shall appoint from among the Liquidity Lenders and the Non-contingent
Lenders a successor agent for the Lenders with the written consent of the
Borrower which shall not be unreasonably withheld.  The successor agent shall
succeed to the rights, powers and duties of the Administrative Agent, and the
term "Administrative Agent" shall mean such successor agent effective upon its
appointment, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement.  After the retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this ARTICLE VII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.








                                       -58-



ARTICLE 8                                  
                                    MISCELLANEOUS

          SECTION 8.1   AMENDMENTS, ETC.  With the written consent of the
Required Lenders, the Administrative Agent, the Lender Collateral Agent, the
Contingent Obligors and the Borrower may, from time to time, enter into written
amendments, supplements or modifications of this Agreement and/or the Security
Agreement and, with the consent of the Required Lenders, the Administrative
Agent on behalf of the Lenders may execute and deliver to any such parties a
written instrument waiving or a consent to a departure from, on such terms and
conditions as the Administrative Agent may specify in such instrument, any of
the requirements of this Agreement or the Security Agreement or any Event of
Early Termination, Event of Early Amortization, Default or Event of Default and
its consequences; PROVIDED, HOWEVER, that:

          (1)    no such amendment, supplement, modification, waiver or consent
shall, increase the Commitment Amount of any Lender without its consent or,
without the consent of all Lenders, (i) increase the Total Commitment Amount,
(ii) extend the Stated Maturity Date, Commitment Expiration Date or any
Designated Series Maturity Date, (iii) decrease the rate, or extend the time of
payment, of interest on, or change, forgive or extend the time of payment of the
principal amount of, or change the pro rata allocation of payments under, any
Lender Note, (iv) reduce the rate of, or extend the date of payment for, any fee
payable to Lenders hereunder, (v) release all or any part of the Borrower
Collateral or the RCCA Collateral except to the extent that the sale or
disposition of such collateral is permitted under the terms of any Transaction
Document, (vi) change the provisions of SECTION 5.01(c), or SECTIONS 8.01 or
8.08, (vii) change the definitions of "Interest Period" or  "Required Lenders,"
(viii) extend the date or decrease the amount of any mandatory prepayment of the
Borrowings pursuant to SECTION 2.05, (ix) change the sharing provisions among
the Lenders, or (x) change the several nature of the obligations of the Lenders;

          (2)    without the written consent of the Administrative Agent or the
Lender Collateral Agent, as the case may be, no such amendment, supplement,
modification or waiver shall amend, modify or waive any provision of Article VII
or otherwise change any of the rights or obligations of the Administrative Agent
or the Lender Collateral Agent, as the case may be, hereunder or under any
Transaction Documents or reduce the rate of, or extend the date of payment for,
any fee payable to the Administrative Agent hereunder;

          (3)    the consent of each affected Conduit Lender shall be required
for any change to the provisions of SECTION 8.07 or 8.17; and

          (4)    the consent of FSA, which shall not unreasonably be withheld,
shall be required for any amendment which would materially and adversely affect
FSA or the Underlying Trustees, PROVIDED that the consent of FSA shall not be
required in connection with (i) any change in the Commitment Amount of any
Lender or in the Total Commitment Amount, (ii) any extension of the Stated
Maturity Date, Commitment Expiration Date or any Designated Series Maturity
Date, (iii) subject to continued compliance with the Subordination Agreement and
Article IX hereof, any change in the rate, or the time of payment, of interest
on the principal amount of, or in the pro rata 


                                       -59-



allocation of payments under, any Lender Note, (iv) subject to continued 
compliance with the Subordination Agreement and Article IX hereof, any change 
in the rate of, or the date of payment for, any fee payable to Lenders 
hereunder (other than any portion of the Facility Fee payable pursuant to any 
Series Transaction Document with the same priority as the payment of the 
premiums to the Designated Series Insurer), (v) any release of  all or any 
part of the Borrower Collateral or the RCCA Collateral, (vi) any change in 
the definitions of "Interest Period" or "Required Lenders," (vii) any waiver 
of the conditions of Article III, (viii) subject to continued compliance with 
the Subordination Agreement and Article IX hereof, any change in the date or 
the amount of any mandatory prepayment of the Borrowings pursuant to SECTION 
2.05, (ix) any change in the sharing provisions among the Lenders or (x) any 
change in the several nature of the obligations of the Lenders.

          Any Lender may specify that any such written consent executed by it
shall be effective only with respect to a portion of the Percentage Interests
and the Commitment Amounts, as the case may be, held by it (in which case it
shall specify, by dollar amount, the aggregate amount of Percentage Interests
and Commitment Amounts with respect to which such consent shall be effective)
and in the event of any such specifications, such Lender shall be deemed to have
executed such written consent only with respect to the portion of the Percentage
Interests and the Commitment Amounts so specified.  Any such amendment,
supplement, modification or waiver shall apply equally to each of the Lenders
and shall be binding upon the parties to the applicable Transaction Document,
the Lenders, the Administrative Agent, the Lender Collateral Agent, the
Contingent Obligors and all future holders of the Lender Notes.  In the case of
any waiver, the parties to the applicable Transaction Document, the Lenders, the
Administrative Agent shall be restored to their former position and rights
hereunder and under the outstanding Lender Notes and other Lender Documents to
the extent provided for in such waiver, and any Default or Event of Default
waived shall not extend to any subsequent or other Default or Event of Default,
or impair any right consequent thereon.  The Transaction Documents may not be
amended orally or by any course of conduct.

          SECTION 8.2   NOTICES, ETC.  The Contingent Obligors hereby appoint
ACC to act as agent for the Contingent Obligors with respect to the receiving
and giving of any notices or any other written instruction hereunder.  The
Administrative Agent is hereby entitled to rely on any communication given or
transmitted by ACC as if such communication were given or transmitted by each
and every Contingent Obligor.  All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy, telegraph or telex), and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered by hand, or, in
the case of mail or telecopy notice, when received, or, in the case of
telegraphic notice, when delivered to the telegraph company, or, in the case of
telex notice, when sent, answer back received, addressed as follows or, with
respect to a Lender other than an initial Lender, as set forth in its respective
Assignment and Assumption, or to such other address as may be hereafter notified
by the respective parties hereto:

     The Borrower       AFS Funding Corp.
                        639 Isbell Road, Suite 390


                                       -60-



                        Reno, Nevada 89509
                        Attention:  Chief Financial Officer
                        Telephone:
                        Telefax:  702-322-8808

     with a copy to:

                        AmeriCredit Corp.
                        801 Cherry Street, Suite 3900
                        Fort Worth, Texas 76102
                        Attention:  Treasurer
                        Telephone: 817-302-7022
                        Telefax:  817-302-7942

     ACC as agent       AmeriCredit Corp.
     for the Contingent 801 Cherry Street, Suite 3900
     Obligors           Fort Worth, Texas 76102
                        Attention:  Treasurer
                        Telephone: 817-302-7022
                        Telefax:  817-302-7942


     The Adminis-       Credit Suisse First Boston, New York Branch
      trative Agent     Eleven Madison Avenue
                        New York, New York  10010
                        Attention: Asset Finance
                        Telephone:  212-325-3003
                        Telefax:  212-325-6677

     The Lender         Bankers Trust Company
      Collateral Agent  Four Albany Street
                        New York, NY 10006
                        Attention: Corporate Trust and Agency Services --
                        Structured Finance
                        Telephone:    212-250-6137
                        Telefax:      212-250-6439



          SECTION 8.3   NO WAIVER; REMEDIES.  No failure on the part of any
Lender or the Administrative Agent to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.


                                       -61-



          SECTION 8.4   COSTS, EXPENSES AND INDEMNIFICATION.  The Borrower
agrees, to pay all costs and expenses of the Administrative Agent and each
Credit Support Provider in connection with the preparation, execution, delivery,
modification and amendment of this Agreement, the other Transaction Documents
and the other documents to be delivered hereunder and thereunder, including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent and each Credit Support Provider with respect thereto and with respect to
advising such agents as to their respective  rights and responsibilities under
this Agreement and such other Transaction Documents.  Subject to the provisions
of the Subordination Agreement and Article IX hereof, the Borrower further
agrees to pay all costs and expenses, if any (including reasonable counsel fees
and expenses), of the Administrative Agent, each Credit Support Provider and
each Lender in connection with the enforcement of this Agreement, the other
Transaction Documents and the other documents to be delivered hereunder and
thereunder, including reasonable counsel fees and expenses in connection with
the enforcement of rights under this SECTION 8.04 and all costs and expenses
(including reasonable counsel fees and expenses) in connection with the
negotiation of any restructuring or "work-out" (whether or not consummated) of
the obligations of the Borrower hereunder or under any Transaction Document. 
Subject to the provisions of the Subordination Agreement and Article IX hereof,
the Borrower further agrees to indemnify each Lender and each of its respective
affiliates, control persons, officers, directors, employees and agents (each an
"INDEMNIFIED PARTY"), from and against any and all claims, damages, losses,
liabilities and expenses (including reasonable fees and disbursements of
counsel) for which any of them may become liable or which may be incurred by or
asserted against any of them in connection with the investigation of,
preparation for or defense of any pending or threatened claim or any action or
proceeding arising out of, related to or in connection with the transactions
described herein whether or not any Indemnified Party or the Borrower is a party
thereto, including any transaction in which any proceeds of any Borrowing are or
are proposed to be applied; PROVIDED, HOWEVER, that the Borrower shall not be
liable for any portion of such claims, damages, losses, liabilities or expenses
resulting from an Indemnified Party's gross negligence or willful misconduct. 
The provisions of this SECTION 8.04 shall survive the termination of this
Agreement.

          SECTION 8.5   BINDING EFFECT; TERMINATION.  This Agreement shall
become effective upon the Effective Date and shall thereafter be binding upon
and inure to the benefit of each of the parties hereto and each of their
respective successors and assigns, except that none of the Borrower or any of
the Contingent Obligors shall have the right to assign its rights hereunder or
any interest herein without the prior written consent of all Lenders and the
Administrative Agent.  This Agreement shall terminate on the date following the
Commitment Termination Date for all Lenders on which all Advances and other
obligations hereunder shall have been paid in full.

          SECTION 8.6   ASSIGNMENTS AND PARTICIPATION. 

          (1)    Each Lender may, but only in accordance with applicable law and
this Section 8.06, at any time grant participations in all or part of its
Commitment or its Advances, including the payments due to it under this
Agreement and its Lender Note (each, a "PARTICIPATION"), to any Lender or to any
other bank, commercial paper conduit or other institution which is consented to
by the Administrative Agent, which consents shall not be unreasonably withheld
(each, a 


                                       -62-



"PARTICIPANT").  No Insurance and Reimbursement Agreement entered into with a 
Credit Support Provider shall constitute a Participation.  Each Lender hereby 
acknowledges and agrees that (A) any such Participation will not alter or 
affect such Lender's direct obligations hereunder, and (B) the Borrower shall 
not have any obligation to have any communication or relationship with any 
Participant.  No Participant shall be entitled to sell, transfer, assign, 
participate, subparticipate, pledge, hypothecate or otherwise dispose of 
(each, a "TRANSFER") all or any portion of its Participation, without the 
prior written consent of the Administrative Agent (which consents shall not 
be unreasonably withheld), nor shall any such Transfer be permitted or made 
except in accordance with Section 8.06(b).  The Borrower shall, subject to 
the Subordination Agreement and Article IX hereof, be obligated to indemnify 
a Participant for all amounts owing to it under SECTIONS 2.11, 2.12, 2.14, 
and 8.04 as if such Participant were a Lender hereunder; PROVIDED in the case 
of SECTION 2.12 that such Participant has complied with the provisions of 
SECTION 2.12(c) as if it were a Lender.  Each Lender shall give the 
Administrative Agent and the Borrower notice of the consummation of any sale 
by it of a Participation.  Nonsubrogated Reinsurance obtained by any of the 
Credit Support Providers (or obtained by any provider of Nonsubrogated 
Reinsurance) does not constitute a Participation.  As used herein, 
"Nonsubrogated Reinsurance" means a reinsurance contract which does not 
provide for the reinsurer thereunder to be subrogated in any manner (by 
contract or at law) to the rights of the beneficiary of such reinsurance or 
to take an assignment, directly or indirectly, of any rights of such 
beneficiary with respect to the Advances, the Lenders,  the Borrower or the 
Borrower Collateral in connection with any payment under such reinsurance.

          (2)    Each Lender may in accordance with applicable law and this
Section 8.06(b), sell or assign (each, an "ASSIGNMENT"), to any Person (each, an
"ASSIGNEE") which is a Lender or a Credit Support Provider or to any other bank,
commercial paper conduit or other institution which is consented to by the
Administrative Agent and the Borrower, which consents shall not be unreasonably
withheld, all or any part of its Commitment or Advances and its rights and
obligations under this Agreement and its Lender Note and other Transaction
Documents pursuant to an agreement substantially in the form attached hereto as
EXHIBIT E hereto (an "ASSIGNMENT AND ASSUMPTION"), executed by such Assignee and
the Lender and delivered to the Administrative Agent for its acceptance
accompanied by a processing and recording fee payable to the Administrative
Agent for its own account of $3,500; PROVIDED that in the case of an assignment
of less than all of a Lender's Commitment Amount or Maximum Advance Amount, as
applicable, to an Assignee which is not a Lender or a Credit Support Provider,
the portion thereof retained by the assignor Lender and the portion assigned to
the Assignee each shall be not less than $10,000,000 without the consent of the
Administrative Agent and the Borrower.  The Borrower and Contingent Obligors
acknowledge (i) that the Lenders have received policies of insurance with
respect to the Advances from the Credit Support Providers and have agreed to
grant or withhold all amendments, approvals, waivers and consents sought
hereunder only with the permission of the Credit Support Providers and/or those
Persons providing reinsurance to the Credit Support Providers and (ii) that the
Credit Support Providers and/or those Persons providing reinsurance to the
Credit Support Providers shall be subrogated to the rights of the Lenders
hereunder with respect to payments made by the Credit Support Providers and/or
those Persons providing reinsurance to the Credit Support Providers to the
Lenders with respect to amounts due to the Lender hereunder.


                                       -63-



          Each Participation, Transfer or Assignment (other than to a person who
is a Permitted Credit Support Provider) must strictly comply with the following
requirements:

   (i)    A Participation, Transfer or Assignment to a Permitted Transferee must
   be at a cash price equal to or greater than ninety-five percent (95%) of the
   par value of the Commitment, Advances, rights and obligations and Lender
   Note participated, transferred or assigned, must be on notice to FSA and
   shall only take effect if and when Participant or Assignee executes an
   Assignment or Assumption or the Subordination Agreement.  Agent shall
   forward copies of all assignment and participation agreements, together
   with, if an Assignment and Assumption is not executed, an original executed
   Subordination Agreement, to FSA; or

   (ii)   Not more frequently than once during any month, Agent may submit up to
   twenty-five (25) Permitted Transferees for approval to FSA, which approval
   shall not be unreasonably withheld.  On or before the tenth (10th) business
   day following receipt of such submission from Agent, FSA shall notify Agent
   of which of the identified Permitted Transferees, if any, may become
   Participants or Assignees under this Agreement.  Any proposed Participation,
   Transfer or Assignment to a Permitted Transferee approved by FSA under this
   Section 8.06(b)(ii) may be consummated within one hundred twenty (120) days
   following such approval, must be on notice to FSA and shall only take effect
   if and when Participant or Assignee executes an Assignment and Assumption or
   the Subordination Agreement.  Agent shall forward copies of all assignment
   and participation agreements, together with, if an Assignment and Assumption
   is not executed, an original executed Subordination Agreement, to FSA; or

   (iii)  Agent may present FSA with a copy of any proposed Participation,
   Transfer or Assignment executed by a Permitted Transferee not previously
   approved by FSA under Section 8.06(b)(ii) above, together with a copy of the
   form of the Assignment and Assumption Subordination Agreement proposed to be
   executed by such proposed Participant or Assignee and a written notice from
   Agent (the "Initial Notice") describing the obligation to be sold or
   otherwise transferred, the price, and the terms and conditions upon which
   such proposed transfer is to occur.  FSA shall have and hereby is granted a
   right of first refusal exercisable for forty-five (45) days from receipt of
   such Initial Notice in which to agree to purchase the obligations which are
   the subject of the Initial Notice for the price and upon the terms and
   conditions specified in the Initial Notice by giving written notice (the
   "Acceptance Notice") to Agent.  If FSA sends an Acceptance Notice to Agent,
   FSA shall have an additional sixty (60) days in which to close the proposed
   transfer.  If FSA does not send an Acceptance Notice within forty-five (45)
   days after receipt of the Initial Notice, then the Lender or Affected Party
   shall have sixty (60) days in which to close the transaction described in
   the Initial Notice at the price and upon the terms and conditions specified
   therein and to deliver the original executed Assignment and Assumption or
   Subordination Agreement to FSA.


                                       -64-



          Any direct or indirect transfer or purported transfer of all or any
portion of the Commitment, the Advances, the rights and obligations under this
Agreement or the Lender Note shall be null and void in its entirety unless it
strictly complies with this Section 8.06(b).

          From and after the effective date determined pursuant to such
Assignment and Assumption, (x) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Assumption, have the rights
and obligations of a Lender hereunder as set forth therein and (y) the
transferor Lender shall, to the extent provided in such Assignment and
Assumption, be released from its Commitment (if any) and other obligations under
this Agreement; PROVIDED, HOWEVER, that after giving effect to each such
Assignment, the obligations released by any such Lender shall not exceed the
obligations assumed by an Assignee or Assignees.  Such Assignment and Assumption
shall be deemed to amend this Agreement to the extent, and only to the extent,
necessary to reflect the addition of such Assignee and the resulting adjustment
of Lending Percentages, Liquidity Percentages and Percentage Interests arising
from the Assignment.  Upon its receipt and acceptance of a duly executed
Assignment and Assumption, the Administrative Agent shall on the effective date
determined pursuant thereto give written notice of such acceptance to the
Borrower and the Lender Collateral Agent.  The Borrower agrees upon written
request of the Administrative Agent and at the Borrower's expense to execute and
deliver (i) to such Assignee a Lender Note, dated the effective date of such
Assignment and Assumption, in an aggregate principal amount equal to the
Advances assigned to, and the Commitment Amount or Maximum Advance Amount, as
applicable, assumed by, such Assignee, and (ii) to such assignor (so long as
such assignor has not assigned its entire interest), a Lender Note, dated the
effective date of such Assignment and Assumption, in an aggregate principal
amount equal to the balance of such assignor Lender's Advances and Commitment
Amount, if any, and each assignor Lender shall cancel and return to the Borrower
its existing Lender Note. 

          (3)    The Administrative Agent shall maintain at its address referred
to in SECTION 8.02 a copy of each Assignment and Assumption delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment Amount or Maximum Advance Amount, as applicable,
and principal amount of the Advances owing to, each Lender from time to time
(the "REGISTER").  The entries in the Register shall be conclusive and binding
for all purposes, absent manifest error, and the Borrower, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement.  The Register
shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

          (4)    Each Lender may pledge its Advances or any portion thereof or
interest therein to any Federal Reserve Bank as collateral in accordance with
applicable law without the consent of the Administrative Agent or the Borrower.

          (5)    Any Lender shall have the option to change its Applicable
Lending Office PROVIDED that prior to such change in office such Lender shall
have complied with the provisions of SECTION 2.12(c), and PROVIDED FURTHER that
such Lender shall not be entitled to any amounts otherwise payable under
SECTION 2.11, 2.12 or 2.14 resulting solely from such change in office unless
such 


                                       -65-



change in office was mandated by applicable law or by such Lender's 
compliance with the provisions of this Agreement.

          (6)    Subject to the Subordination Agreement and Article IX, each
Affected Party shall be entitled to receive additional payments pursuant to
SECTIONS 2.11, 2.12 and 2.14 hereof as though it were a Lender and such Section
applied to its Support Advances, its commitment to provide Support Advances or
to accept an assignment of an Advance or its obligation under an insurance
policy, surety, bond or similar instrument.  Each Affected Party claiming
increased amounts described in SECTION 2.11 shall furnish, through its related
Conduit Lender, to the Administrative Agent the certificate described in SECTION
2.11(d) and shall be bound by the provisions of SECTION 2.11(c).

          (7)    In connection with any Assignment or Participation or proposed
Assignment or Participation by a Lender, such Lender shall be entitled to
distribute to any proposed Assignee or Participant any information furnished to
such Lender pursuant to SECTION 5.01 or otherwise pursuant to this Agreement or
in connection herewith, subject to the provisions of SECTION 8.18.

          SECTION 8.7   NO PROCEEDINGS.  (a) The Administrative Agent, the
Lender Collateral Agent and each Lender hereby agrees (which agreement shall,
pursuant to the terms of this Agreement, be binding upon its successors and
assigns and which agreement shall be in addition to, and not in any respect in
derogation of, the agreements under the Subordination Agreement and Article IX
hereof) that it shall not, for any reason:

          (i)    institute proceedings for the Borrower to be adjudicated a
     bankrupt or insolvent;

          (ii)   consent to, join in or cooperate with the institution of
     bankruptcy or insolvency proceedings against the Borrower;

          (iii)  file a petition with respect to the Borrower seeking or
     consenting to reorganization or relief under any applicable Federal or
     state law relating to bankruptcy;

          (iv)   consent to the appointment of a receiver, liquidator, assignee,
     trustee, sequestrator (or other similar official) of the Borrower or a
     substantial part of the property; or
          (v)    cause or permit the Borrower to make any assignment for the
     benefit of its creditors, or admit in writing its inability to pay its
     debts generally as they become due, or declare or effect a moratorium on
     its debt or take any action in furtherance of any such action.

          (b)  The Borrower, the Contingent Obligors, the Administrative Agent,
the Lender Collateral Agent and each Lender hereby agrees (which agreement
shall, pursuant to the terms of this Agreement, be binding upon its successors
and assigns and which agreement shall be in addition to, and not in any respect
in derogation of, the agreements under the Subordination Agreement and 


                                       -66-



Article IX hereof) that it shall not institute against, or join any other 
Person in instituting against, any Conduit Lender any bankruptcy, 
reorganization, arrangement, insolvency or liquidation proceeding, or other 
proceeding under any federal or state bankruptcy or similar law, for one year 
and a day after the latest maturing commercial paper note or other obligation 
(whether or not issued to fund or maintain Advances) issued by such Conduit 
Lender is paid.  The provisions of this SECTION 8.07 shall survive the 
termination of this Agreement.

          SECTION 8.8   SUBMISSION TO JURISDICTION; WAIVERS.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:

          (A)  SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION
          OR PROCEEDING RELATING TO THIS AGREEMENT TO WHICH IT IS A
          PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
          RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION
          OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
          OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
          APPELLATE COURTS FROM ANY THEREOF;

          (B)  CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE
          BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY
          NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
          PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
          PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES
          NOT TO PLEAD OR CLAIM THE SAME;

          (C)  AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
          PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY
          REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR
          FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS
          SET FORTH IN SECTION 8.02 OR AT SUCH OTHER ADDRESS OF WHICH
          THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT
          THERETO; AND

          (D)  AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO
          EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY
          LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER
          JURISDICTION.


                                       -67-



          SECTION 8.9   WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER
DOCUMENT OR INSTRUMENT RELATED HERETO AND FOR ANY COUNTERCLAIM THEREIN.

          SECTION 8.10  GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ITS CONFLICTS OF LAW PROVISIONS.

          SECTION 8.11  EXECUTION IN COUNTERPARTS.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

          SECTION 8.12  HEADINGS.  The headings contained in this Agreement are
for convenience of reference only and shall not affect the construction or
interpretation of any provision of this Agreement.

          SECTION 8.13  SEVERABILITY.  Any provisions of this Agreement which
are prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provisions in any other jurisdiction.

          SECTION 8.14  INTEGRATION.  All exhibits, schedules and appendices to
this Agreement shall be deemed to be part of this Agreement.  Except in the case
of Liquidity Lenders and their related Conduit Lenders with respect to certain
Support Facilities and the Credit Support Agreement, this Agreement, together
with provisions of the Transaction Documents referred to herein, embodies the
entire agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
among such parties with respect to the subject matter hereof.

          SECTION 8.15  RIGHT OF SET-OFF.  In addition to any rights and 
remedies of the Lenders provided by law, upon the occurrence of an Event of 
Default and the acceleration of the obligations owing hereunder and under the 
Lender Notes, or at any time upon the occurrence and during the continuance 
of an Event of Default under SECTION 6.01(a), and only under such 
circumstances, each Lender shall have the right, without prior notice to the 
Borrower, any such notice being expressly waived by the Borrower to the 
extent not prohibited by applicable law, to set-off and apply against any 
indebtedness, whether matured or unmatured, of the Borrower to such Lender, 
any amount owing from such Lender to the Borrower, at, or at any time after, 
the happening of any of the above-mentioned events, PROVIDED, however, that 
such rights shall be subject to the provisions of the Subordination Agreement 
and Article IX hereof.  To the extent not prohibited by 


                                       -68-



applicable law, the aforesaid right of set-off may be exercised by such 
Lender against the Borrower or against any trustee in bankruptcy, custodian, 
debtor in possession, assignee for the benefit of creditors, receiver, or 
execution, judgment or attachment creditor of the Borrower, or against anyone 
else claiming through or against the Borrower or such trustee in bankruptcy, 
custodian, debtor in possession, assignee for the benefit of creditors, 
receiver or execution, judgment or attachment creditor, notwithstanding the 
fact that such right of set-off shall not have been exercised by such Lender 
prior to the making, filing or issuance, or service upon such Lender of, or 
of notice of, any such petition, assignment for the benefit of creditors, 
appointment or application for the appointment of a receiver, or issuance of 
execution, subpoena, order or warrant.  Each Lender agrees promptly to notify 
the Borrower and the Administrative Agent after any such set-off and 
application made by such Lender, provided that the failure to give such 
notice shall not affect the validity of such set-off and application.

          SECTION 8.16  LIMITATION OF LIABILITY.  No claim may be made by the
Borrower, any Contingent Obligor, any Lender, the Lender Collateral Agent or
other Person against the Administrative Agent,  the Lender Collateral Agent, any
Lender, or any directors, officers, employees or agents of any of them for any
special, indirect, consequential or punitive damages in respect of any claim for
breach of contract or any other theory of liability arising out of or related to
the transactions contemplated hereby or by any Transaction Document, or any act,
omission or event occurring in connection therewith, and each of the Borrower,
each Contingent Obligor, the Lender Collateral Agent and each Lender hereby
waives, releases and agrees (on behalf of itself and any Person claiming by or
through it) not to sue upon any claim for any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor.

          SECTION 8.17  NO RECOURSE AGAINST CERTAIN PERSONS.  No recourse 
under or with respect to any obligation, covenant or agreement (including any 
obligation or agreement to pay fees or any other amount) of the Borrower, any 
Contingent Obligor, any Lender, the Lender Collateral Agent or the 
Administrative Agent contained in this Agreement or any other agreement, 
instrument or document entered into by it pursuant hereto or in connection 
herewith shall be had (unless expressly assumed by such party) against any 
incorporator, affiliate, stockholder, partner, officer, employee or director 
of the Borrower, any Contingent Obligor, any Lender, the Lender Collateral 
Agent or the Administrative Agent, as such, by the enforcement of any 
assessment, by any legal or equitable proceeding, by virtue of any statute or 
otherwise; it being expressly agreed and understood that the agreements of 
each party contained in this Agreement and all of the other agreements, 
instruments and documents entered into by it pursuant hereto or in connection 
herewith are, in each case, solely the partnership or corporate obligations 
of such party, and that no personal liability whatsoever shall attach to or 
be incurred by any incorporator, stockholder, partner, affiliate, officer, 
employee or director of such party, as such, or any of them, under or by 
reason of any of the obligations, covenants or agreements of the Borrower, 
any Contingent Obligor, any Lender, the Lender Collateral Agent or the 
Administrative Agent contained in this Agreement or in any other such 
instrument, document or agreement, or which are implied therefrom, and that 
any and all personal liability of every such incorporator, stockholder, 
partner, affiliate, officer, employee or director of the Borrower, any 
Contingent Obligor, any Lender, the Lender 

                                       -69-



Collateral Agent or the Administrative Agent for breaches by the Borrower, 
any Contingent Obligor, any Lender, the Lender Collateral Agent or the 
Administrative Agent of any such obligations, covenants or agreements, which 
liability may arise either at common law or at equity, by staute or 
constitution, or otherwise, is hereby expressly waived as a condition of and 
in consideration for the execution of this Agreement. The provisions of this 
SECTION 8.17 shall survive the termination of this Agreement.

          SECTION 8.18  TREATMENT OF CERTAIN INFORMATION.  Each Lender, the
Lender Collateral Agent and the Administrative Agent agrees (on behalf of itself
and each of its affiliates, directors, officers, employees and representatives)
to use reasonable precautions to keep confidential, in accordance with its
customary procedures for handling confidential information of the same nature,
all non-public information supplied by the Borrower or any Contingent Obligor
pursuant to this Agreement which (a) is identified by such supplying party as
being confidential at the time the same is delivered to such Lender, Lender
Collateral Agent or the Administrative Agent, or (b) constitutes any financial
statement, financial projections or forecasts, budget, compliance certificate,
audit report, management letter or accountants' certification delivered
hereunder; PROVIDED, HOWEVER, that nothing herein shall limit the disclosure of
any such information (i) to the extent required by statute, rule, regulation or
judicial process, (ii) on a confidential basis, to counsel for any of the
Lenders, the Lender Collateral Agent or the Administrative Agent, (iii) to bank
examiners, internal and external auditors or accountants, and any analogous
counterpart thereof acting in any such capacity, (iv) to the Administrative
Agent, the Lender Collateral Agent or a Lender, (v) in connection with any
litigation to which any one or more of the Lenders, the Lender Collateral Agent
or the Administrative Agent is a party, (vi) to any assignee or participant (or
prospective assignee or participant) so long as such assignee or participant (or
prospective assignee or participant) agrees to keep such information
confidential on substantially the same basis as set forth in this Section (which
agreement may be in the form attached as EXHIBIT E to this Agreement), (vii) to
affiliates of the Administrative Agent, the Lender Collateral Agent or a Lender
or (viii) in the case of a Conduit Lender, to its administrator or other person
providing similar services to it.  This confidentiality agreement shall not
apply to (i) any information which was in the possession of the Lender, the
Lender Collateral Agent or the Administrative Agent prior to the date of this
agreement (other than any information previously given to the Lender, the Lender
Collateral Agent or the Administrative Agent  by the Borrower or any Contingent
Obligor), (ii) any information which was, is or hereafter becomes part of the
public domain without any violation of this agreement on the part of the Lender,
the Lender Collateral Agent or the Administrative Agent or any of their
respective affiliates, directors, officers, employees or representatives, (iii)
any information received by the of the Lender, the Lender Collateral Agent or
the Administrative Agent from a source not known by it to be under any
obligation of confidentiality to the Borrower or any Contingent Obligor or (iv)
any information which is independently created or developed by of the Lender,
the Lender Collateral Agent or the Administrative Agent, as the case may be,
from information or material not otherwise, covered by this confidentiality
agreement.

          SECTION 8.19  CERTAIN PAYMENTS.  Notwithstanding provisions to the
contrary contained in this Agreement, the Lender Notes or the Security
Agreement, the obligations of the Borrower or any Contingent Obligor to make
payments of interest or other amounts which constitute interest to a Lender
hereunder or under any Lender Note shall not be required to the extent that
receipt of such payment by such Lender would be contrary to the provisions of
law applicable to 


                                       -70-



such Lender limiting the maximum rate of interest that may be charged or 
collection by such Lender.  Without limiting the generality of the foregoing, 
all calculations of the rate of interest contracted for, charged or received 
by a Lender under this Agreement and the Lender Notes which are made for the 
purposes of determining whether such rate of interest exceeds the maximum 
rate of interest permitted by applicable law for such Lender shall be made, 
to the extent permitted by applicable law, by amortizing, prorating, 
allocating and spreading in equal parts during the period of the full stated 
term of this Agreement, all interest at any time contracted for, charged or 
received by such Lender in connection with the indebtedness evidenced by this 
Agreement or such Lender's Lender Note, and then to the extent that any such 
excess remains, all such excess shall be automatically credited against and 
in reduction of the principal balance owed to such Lender, and any portion of 
said excess which exceeds the principal balance owed to such Lender shall be 
paid by such Lender to the Borrower (subject to the provisions of Sections 
8.07 and 8.17 and, in the case of a Conduit Lender, to the condition that 
such Lender has excess funds available to it for the purpose of making such 
payment and subject to the provisions of the Subordination Agreement and 
Article IX hereof), it being the intent of parties hereto that under no 
circumstances shall the Borrower be required to pay any interest in excess of 
the highest rate permissible under applicable law.

          SECTION 8.20  UNENFORCEABILITY OF CONTINGENT OBLIGATIONS AGAINST
BORROWER.  If for any reason the Borrower has no legal existence or is under no
legal obligation to discharge any of the Contingent Obligations, or if any of
the Contingent Obligations have become irrecoverable from the Borrower by
operation of law or for any other reason, the guaranty and the primary payment
obligation provided under ARTICLE IIA shall nevertheless be binding on each
Contingent Obligor to the same extent as if such Contingent Obligor at all times
had been the principal obligor on all such Contingent Obligations.  In the event
that acceleration of the time for payment of the Contingent Obligations is
stayed upon the insolvency, bankruptcy or reorganization of the Borrower, or for
any other reason, all such amounts otherwise subject to acceleration under the
terms of any agreement evidencing, securing or otherwise executed in connection
with any Contingent Obligation (including this Agreement) shall be immediately
due and payable by the Contingent Obligors.

          SECTION 8.21  WAIVER OF SUBROGATION.  Until the payment and
performance in full of all Contingent Obligations, no Contingent Obligor shall
exercise any rights against the Borrower arising as a result of payment by any
Contingent Obligor under the ARTICLE IIA, by way of subrogation or otherwise,
and will not prove any claim in competition with the Administrative Agent, the
Lender Collateral Agent or the Lenders in respect of any payment hereunder in
bankruptcy or insolvency proceedings of any nature; no Contingent Obligor will
claim any set-off or counterclaim against the Borrower in respect of any
liability of any Contingent Obligor to the Borrower; each Contingent Obligor
waives any benefit of and any right to participate in any collateral which may
be held by the Administrative Agent, the Lender Collateral Agent or the Lenders;
and notwithstanding any other provision to the contrary contained herein, each
Contingent Obligor hereby irrevocably waives any and all rights it may have at
any time (whether arising directly or indirectly, by operation of law or by
contract) to assert any claim against the Borrower on account of payments made
under ARTICLE IIA, including, without limitation, any and all rights of or claim
for subrogation, contribution, reimbursement, exoneration and indemnity.


                                       -71-



          SECTION 8.22  SUBORDINATION.  The payment of any amounts due with
respect to any Debt of the Borrower now or hereafter held by any Contingent
Obligor is hereby subordinated to the prior payment in full of the Contingent
Obligations, provided that so long as no default in the payment or performance
of the Contingent Obligations has occurred and is continuing, or no demand for
payment of any of the Contingent Obligations has been made that remains
unsatisfied, the Borrower may make, and the Contingent Obligors may demand and
accept, any payments of principal of and interest on such subordinated Debt in
the amounts, at the rates and on the dates agreed by the Borrower and any
Contingent Obligor, and, if applicable, as specified in such instruments,
securities or other writings as shall evidence such subordinated Debt.  Each
Contingent Obligor agrees that after the occurrence of any default in the
payment or performance of the Contingent Obligations, such Contingent Obligor
will not demand, sue for or otherwise attempt to collect any such Debt of the
Borrower to such Contingent Obligor until the Contingent Obligations shall have
been paid in full.  If, notwithstanding the foregoing sentence, any Contingent
Obligor shall collect, enforce or receive any amounts in respect of such Debt,
such amounts shall be collected, enforced and received by such Contingent
Obligor as trustee for the Lenders and be paid over to the Administrative Agent
(for the benefit of the Lenders) on account of the Contingent Obligations
without affecting in any manner the liability of such Contingent Obligor under
ARTICLE IIA.

          SECTION 8.23  WAIVERS BY CONTINGENT OBLIGORS.  Each Contingent Obligor
agrees that the Contingent Obligations will be paid and performed strictly in
accordance with their respective terms regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of the Administrative Agent, the Lender Collateral Agent or the
Lenders with respect thereto.  Each Contingent Obligor waives presentment,
demand, protest, notice of acceptance, notice of Contingent Obligations incurred
and all other notices of any kind, all defenses which may be available by virtue
of any valuation, stay, moratorium law or other similar law now or hereafter in
effect, any right to require the marshaling of assets of the Borrower, and all
suretyship defenses generally. Without limiting the generality of the foregoing,
each Contingent Obligor agrees to the provisions of any instrument evidencing,
securing or otherwise executed in connection with any of the Borrowings or
Advances hereunder and agrees that the Contingent Obligations shall not be
released or discharged, in whole or in part, or otherwise affected by (i) the
failure of the Administrative Agent, the Lender Collateral Agent, the RCCA Agent
or any of the Lenders to assert any claim or demand or to enforce any right or
remedy against the Borrower; (ii) any extensions or renewals of any of the
Borrowings or Advances hereunder; (iii) any rescissions, waivers, amendments or
modifications of any of the terms or provisions of any agreement evidencing,
securing or otherwise executed in connection with the Borrowings, including,
without limitation, the Transaction Documents; (iv) the substitution or release
of any entity primarily or secondarily liable for any obligation of the Borrower
under the Credit Agreement or other Transaction Documents; (v) the adequacy of
any rights the Lenders, the Lender Collateral Agent, the RCCA Agent or the
Administrative Agent may have against any collateral or other means of obtaining
repayment of the Contingent Obligations; (vi) the impairmen of any collateral
securing the Contingent Obligations, including without limitation the failure to
perfect or preserve any rights the Administrative Agent, the Lender Collateral
Agent, the RCCA Agent or the Lenders might have in such collateral or the
substitution, exchange, surrender, release, loss or destruction of any such


                                       -72-



collateral; or (vii) any other act or omission which might in any manner or to
any extent vary the risk of any Contingent Obligor or otherwise operate as a
release or discharge of any Contingent Obligor, all of which may be done without
notice to any Contingent Obligor.

          SECTION 8.24  NON-RECOURSE; SUBORDINATION OF INTEREST ON BORROWER
COLLATERAL.

          (1)    All obligations of, and claims against, the Borrower arising
under or in connection with this Agreement and the Transaction Documents (other
than the Subordination Agreement) and each other agreement, instrument, document
or certificate executed and delivered or issued by the Borrower in connection
herewith or therewith are payable only to the extent that funds are available
therefore pursuant to each of  the Subordination Agreement, Article IX hereof
and Section 6 of the Security Agreement.  No recourse shall be had for payment
of any amount of principal or interest or for payment of any fee or other
obligation or claim arising out of or relating to this Agreement or the
Transaction Documents or any other agreement, instrument, document or
certificate executed and delivered or issued by the Borrower in connection
herewith or therewith against Borrower except to the extent provided in the
Security Agreement.

          (2)    Each of the Lenders, the Administrative Agent and the Lender
Collateral Agent acknowledges and agrees that to the extent that it either (i)
asserts an interest in or claim to, or benefit from, the Borrower Collateral, or
(ii) is deemed to have any such interest, claim or benefit in or from the
Borrower Collateral, whether by operation of law, legal process, pursuant to
applicable provisions of Debtor Relief Laws or otherwise (including without
limitation by virtue of Section 1111(b) of the federal Bankruptcy Code or any
successor provision having similar effect under the Bankruptcy Code), then any
such interest, claim or benefit in or from the Borrower Collateral is and shall
be expressly subordinated to the indefeasible payment in full of all obligations
and liabilities of which are entitled to be paid from, entitled to the benefits
of, or otherwise secured by the Borrower Collateral (whether or not any such
entitlement or security interest is legally perfected or otherwise entitled to a
priority of distribution or application under applicable law, including Debtor
Relief Laws), including, without limitation, the payment of post-petition
interests on such other obligations and liabilities.  This subordination
agreement shall be deemed a subordination agreement within the meaning of
Section 510(a) of the Bankruptcy Code.  Each of the Lenders, the Administrative
Agent and the Lender Collateral Agent further acknowledges and agrees that no
adequate remedy at law exists for breach of this SECTION 8.24 and that the terms
and provisions of this SECTION 8.24 may be enforced by an action for specific
performance.

          (3)    The provisions of this Section 8.24 shall survive the
termination of this Agreement.

          SECTION 8.25  THIRD PARTY BENEFICIARY.  (a) The parties hereto hereby
acknowledge and agree that FSA shall be a third party beneficiary of this
Agreement; PROVIDED, that FSA shall not be entitled to enforce or obtain any
benefit under the provisions of Article IIA hereof.

     (b) The parties hereto hereby acknowledge and agree that each Credit
Support Provider shall be a third party beneficiary of this Agreement.


                                       -73-



          SECTION 8.26  LIMITED LIABILITY OF LENDER COLLATERAL AGENT.  It is
expressly understood and agreed by the parties hereto that (a) this Agreement is
executed and delivered by Bankers Trust Company, not individually or personally
but solely as Lender Collateral Agent, in the exercise of the powers and
authority conferred and vested in it, (b) the representations, undertakings and
agreements herein made on the part of the Lender Collateral Agent are made and
intended not as personal representations, undertakings and agreements by Bankers
Trust Company, but are made and intended for the purpose of binding only the
Lender Collateral Agent, and (c) under no circumstances shall Bankers Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Lender Collateral Agent or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Lender Collateral Agent under this Agreement.



ARTICLE 9                                  
                             FURTHERANCE OF SUBORDINATION

          SECTION 9.1   REMEDIES LIMITED.  Notwithstanding anything in this
Agreement or in any other Transaction Document to the contrary, all rights and
remedies of the Lenders, the Lender Collateral Agent, the Administrative Agent,
the Secured Parties, the Affected Parties or any of them, with respect to the
Borrower and its property, whether hereunder, under any Transaction Document or
otherwise at law or in equity, are limited by and subject to the terms of the
Subordination Agreement.

          SECTION 9.2   OBLIGATIONS LIMITED. Notwithstanding anything in this
Agreement or in any other Transaction Document to the contrary, neither Borrower
nor the Spread Account Depositor shall have any obligation or liability to the
Administrative Agent, any Secured Party, any Lender, or any Affected Party or
any of them, whether hereunder, under any Transaction Document or otherwise at
law or in equity, until the Final Insurance Termination Date if the effect of
such obligation or liability would be to cause Borrower or Spread Account
Depositor to not be Solvent and no Obligation shall be or become due or payable
until the date which is the later of (i) the date such obligation or liability
would not cause the Borrower or Spread Account Depositor to not be Solvent and
(ii) the Final Insurance Termination Date.

          SECTION 9.3   SUBORDINATION AGREEMENT GOVERNS. Notwithstanding any
other provision of this Agreement or any other Transaction Document, in the
event of any contradiction or ambiguity between the Subordination Agreement and
any other Transaction Document, the terms of the Subordination Agreement shall
govern.  All disputes with respect to matters addressed in the Subordination
Agreement shall be determined by reference to the Subordination Agreement
exclusively and no provision of this Agreement or any other Transaction Document
should be interpreted as altering, amending, explaining or clarifying any
provision of the Subordination Agreement.


                                       -74-



          SECTION 9.4   SURVIVAL. The provisions of this Article IX are for the
benefit of FSA and other parties to the Subordination Agreement and,
accordingly, shall survive the termination of this Agreement.  This Article IX
shall not be amended without the written consent of FSA.

























                                       -75-



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                      AFS FUNDING CORP.


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

                                      AMERICREDIT CORP.


                                      By: 
                                          ---------------------------

                                      AMERICREDIT FINANCIAL SERVICES, INC.


                                      By: 
                                          ---------------------------

                                      AMERICREDIT MANAGEMENT COMPANY


                                      By: 
                                          ---------------------------

                                      CREDIT SUISSE FIRST BOSTON, 
                                      NEW YORK BRANCH, as Administrative Agent


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


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

                                      BANKERS TRUST COMPANY,
                                        not in its individual capacity but
                                        solely as Lender Collateral Agent



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


[Signature Page to Credit Agreement]



                                      THE LENDERS

                                      GREENWICH FUNDING CORPORATION
                                      By:  Credit Suisse First Boston, New York
                                              Branch, as attorney-in-fact


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


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















[Signature Page to Credit Agreement]



                                                                      SCHEDULE I


                              APPLICABLE LENDING OFFICES


Name of                        Base Rate                   Eurodollar Rate
Lender                         Lending Office              Lending Office
------                         --------------              --------------

Credit Suisse First Boston,    Eleven Madison Avenue,      Eleven Madison Avenue
  New York Branch              New York, NY  10010         New York, NY  10010

Greenwich Funding              Eleven Madison Avenue,      Eleven Madison Avenue
  Corporation                  New York, NY  10010         New York, NY  10010




















                                       



                                                                       EXHIBIT A


                                 FORM OF LENDER NOTE

























                                       




                                                                       EXHIBIT B

                             FORM OF NOTICE OF BORROWING

























                                       




                                                                       EXHIBIT C


                      FORM OF NOTICE OF CONVERSION/CONTINUATION




                                                                       EXHIBIT D



                     FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT






















                                       




                                                                       EXHIBIT E


                          FORM OF CONFIDENTIALITY AGREEMENT
























                                       




                                                                       EXHIBIT F


                         LIST OF SERIES TRANSACTION DOCUMENTS

1.   Sale and Servicing Agreement, dated as of May 12, 1999, among ACFS, the
     Borrower, AmeriCredit Automobile Receivables Trust 1999-B (the "Trust") and
     Bank One, N.A. ("Bank One").

2.   Trust Agreement, dated as of May 12, 1999, between the Borrower and Bankers
     Trust Company (Delaware), as Owner Trustee (the "Owner Trustee").

3.   Amended and Restated Trust Agreement, dated as of May 12, 1999, between the
     Borrower and Owner Trustee.

4.   Indenture, dated as of May 12, 1999, between the Trust and Bank One.

5.   Purchase Agreement, dated as of May 12, 1999, between ACFS, CP Funding and
     the Borrower.

6.   Custodian Agreement, dated as of May 12, 1999, among FSA, ACFS, the Trust
     and Bank One.

7.   Lockbox Agreement or Tri-Party Remittance Processing Agreement, dated as of
     May 12, 1999, among ACFS, Bank One and Bank One with Bank One Officer's
     Certificate.

8.   Note Policy with Endorsements.

9.   Premium Letter dated May 20, 1999.

10.  Insurance and Indemnity Agreement, dated as of May 12, 1999, among FSA,
     ACC, ACFS, the Borrower and the Trust.

11.  Supplement to Spread Account Agreement, dated as of May 12, 1999, among
     FSA, the Borrower and Bank One.

12.  Indemnification Agreement, dated as of May 12, 1999 among FSA, First Boston
     First Boston Corporation and the Borrower.

13.  Underwriting Agreement, dated as of May 13, 1999, among Credit Suisse First
     Boston Corporation, as the Representative, ACFS and the Borrower.


                                       



14.  Opinion of General Counsel to ACC, ACFS, the Borrower and the Issuer as to
     certain matters relating to the corporations

15.  Opinion of General Counsel to ACC, ACFS, the Borrower and the Issuer as to
     certain matters relating to the Receivables

16.  Opinion of Dewey Ballantine as to certain securities law matters

17.  Opinion of Dewey Ballantine as to certain tax matters

18.  Opinion of Dewey Ballantine as to certain bankruptcy matters

19.  Opinion of Jenkins & Gilchrist as to certain security interest matters and
     certain Texas law matters

20.  Opinion of counsel to Bank One as to the Spread Account

21.  Opinion of Richards Layton & Finger as to certain security matters














                                       -2-





                                                                      APPENDIX A


                                 CERTAIN DEFINITIONS


          Capitalized terms used in this Agreement shall have the following
meanings:

          "ACC":  The meaning specified in the Preamble.

          "ACC PORTFOLIO CHARGE-OFF RATIO": As of the end of any fiscal quarter
of ACC, the ratio, expressed as a percentage, of (a) the product of 4 and the
net amount of charge-offs in its serviced portfolio during such fiscal quarter
to (b) the daily average principal amount of receivables in its serviced
portfolio during such fiscal quarter.

          "ACFS":  The meaning specified in the Preamble.

          "ACCOUNTANT'S REPORT":  The meaning specified in SECTION 5.01(a).

          "ADJUSTED AVAILABLE COMMITMENT AMOUNT":  On any date with respect to a
Liquidity Lender and its related Conduit Lender, such Liquidity Lender's
Liquidity Commitment Amount with respect to such Conduit Lender, MINUS the
aggregate outstanding principal amount of such Liquidity Lender's Advances with
respect to such Conduit Lender, MINUS the aggregate outstanding principal amount
of such Liquidity Lender's Support Advances to such Conduit Lender.

          "ADJUSTED EURODOLLAR RATE":  For any Interest Period and for any
Lender, the sum of (a) the rate (rounded upwards if necessary to the nearest
whole multiple of 1/16th of one percent per annum) of interest per annum
("LIBOR") for deposits in United States dollars offered by the principal office
of Credit Suisse First Boston in London, England to prime banks in the London
interbank market in an amount of not less than $1,000,000 for a period equal to
such Interest Period, PLUS (b) the remainder obtained by subtracting (i) LIBOR
for such Interest Period from (ii) the rate obtained by dividing such LIBOR by
the percentage equal to 100% MINUS the "Eurodollar Reserve Percentage" (as
defined in the succeeding sentence) for such Interest Period. The "EURODOLLAR
RESERVE PERCENTAGE" for a Lender for any Interest Period shall mean the reserve
percentage applicable during such Interest Period (or, if more than one such
percentage shall be so applicable, the daily average of such percentages for
those days in such Interest Period during which any such percentage shall be so
applicable) under regulations issued from time to time by the Board of Governors
of the Federal Reserve System (or any successor) for determining the maximum
reserve requirement (including any marginal emergency, supplemental or any
reserve requirement) for such Lender in respect of liabilities or assets
consisting of or including Eurocurrency Liabilities (as that term is used in
Regulation D of the Board of Governors of the Federal Reserve System as in
effect from time to time) having a term equal to such Interest Period.


                                       1



          "ADVANCE":  An advance by a Lender to the Borrower as part of a
Borrowing made on or prior to the Commitment Termination Date consisting of (i)
in the case of Conduit Lenders, all Commercial Paper Rate Advances, or (ii) in
the case of other Lenders, either all Base Rate Advances or all Eurodollar Rate
Advances from each of the Lenders, in each case pursuant to SECTION 2.02, and
subject to Conversion or Continuation pursuant to SECTION 2.08.

          "AFFECTED PARTY":  With respect to any Conduit Lender, any Support
Party of such Conduit Lender, PROVIDED that each such Conduit Lender or Support
Party is a Permitted Transferee.

          "AFFILIATE":  With respect to any Person, any Person directly or
indirectly controlling, controlled by, or under common control with, such former
Person.  As used in this definition of "Affiliate," the term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.

          "AGREEMENT":  This Credit Agreement, as it may be amended, modified,
restated or supplemented from time to time.

          "ALTERNATE BASE RATE":  For any day, the higher of (i) the base
commercial lending rate per annum announced from time to time by CSFB in New
York in effect on such day, or (ii) the interest rate per annum quoted by CSFB
at approximately 11:00 a.m., New York City time, on such day, to dealers in the
New York Federal funds market for the overnight offering of Dollars by CSFB plus
one-half of one percent (0.50%).  (The Alternate Base Rate is not intended to
represent the lowest rate charged by CSFB for extensions of credit.)

          "AMC":  The meaning specified in the Preamble.

          "APPLICABLE LENDING OFFICE":  With respect to each Lender, the office
of such Lender specified as its lending office for the relevant Type of Advances
opposite its name on SCHEDULE I hereto or in the Assignment and Assumption
pursuant to which it became a Lender, or such other office of such Lender as
such Lender may from time to time specify to the Borrower and the Administrative
Agent.

          "ASSIGNEE":  The meaning specified in SECTION 8.06(b).

          "ASSIGNMENT":  The meaning specified in SECTION 8.06(b).

          "ASSIGNMENT AND ASSUMPTION":  The meaning specified in SECTION
8.06(b).

          "AUTHORIZED OFFICER": (i) With respect to any non-natural Person other
than the Lender Collateral Agent, any Officer of such Person who is authorized
to act for such Person with respect to the relevant matter in question and (ii)
with respect to the Lender Collateral Agent, any managing director, principal,
vice president, assistant vice president, assistant secretary, assistant


                                       2



treasurer, trust officer or any other officer of the Lender Collateral Agent 
customarily performing functions similar to those performed by any of the 
above designated officers and also, with respect to a particular corporate 
trust matter, any other officer to whom such matter is referred because of 
his knowledge of and familiarity with the particular subject.

          "AVAILABLE COMMITMENT AMOUNT":  On any date (i) with respect to a 
Non-contingent Lender, an amount equal to such Lender's Lending Percentage of 
the Total Commitment Amount , and (ii) with respect to a Liquidity Lender 
relating to a Conduit Lender, such Liquidity Lender's Liquidity Commitment 
Amount with respect to such Conduit Lender, MINUS such Liquidity Lender's 
Liquidity Percentage of the outstanding principal amount of such Conduit 
Lender's Advances with respect to such Conduit Lender.

          "AVAILABLE MAXIMUM ADVANCE AMOUNT":  On any date with respect to a 
Conduit Lender, such Conduit Lender's Lending Percentage of the Total 
Commitment Amount.

          "BANKRUPTCY CODE":  Title 11 of the United States Code (11 U.S.C. 
Section 101, ET SEQ.), as amended from time to time, or any successor statute.

          "BASE RATE ADVANCE":  An advance which bears interest at a rate per 
annum determined on the basis of the Alternate Base Rate, as provided in 
SECTION 2.06(a).

          "BORROWER COLLATERAL":  The meaning specified in the Security 
Agreement.

          "BORROWING":  A borrowing consisting of simultaneous Advances made 
by Lenders pursuant to the same Notice of Borrowing as described in SECTION 
2.02, subject to Conversion or Continuation pursuant to SECTION 2.08.

          "BORROWINGS":  Collectively, each Borrowing including each 
Designated Series Borrowing.

          "BORROWING DATE":  The meaning specified in SECTION 2.02(a).

          "BUSINESS DAY":  Any day other than (i) a Saturday or Sunday, (ii) 
any other day on which banks are authorized or required to close in New York 
City, Texas or Ohio and (iii) if such term is used in connection with the 
Adjusted Eurodollar Rate, a day on which dealings are not carried out in the 
London interbank market.

          "CAPITAL STOCK":  With respect to a Person, any shares of corporate 
stock, however designated, of such Person, and any and all other equity 
interests and participations representing ownership interests (including 
limited partnership interests and limited liability company interests), 
however designated, in such Person.


                                       3



          "CASH":  Such coin or currency of the United States of America as 
at the time shall be legal tender for payment of all public and private debts.

          "CASH EQUIVALENTS": Mean book-entry securities, negotiable 
instruments or securities represented by instruments in bearer or registered 
from which evidence:

          (a)    direct obligations of, and obligations fully guaranteed as to
     timely payment by, the United States of America;

          (b)    demand deposits, time deposits or certificates of deposit of
     any depository institution or trust company incorporated under the laws of
     the United States of America or any state thereof or the District of
     Columbia (or any domestic branch of a foreign bank) and subject to
     supervision and examination by federal or state banking or depository
     institution authorities (including depository receipts issued by any such
     institution or trust company as custodian with respect to any obligations
     referred to in clause (a) above or portion of such obligations for the
     benefit of the holders of such depository receipts); PROVIDED, HOWEVER,
     that at the time of the investment or contractual commitment to invest
     therein (which shall be deemed to be made again each time funds are
     reinvested following each Distribution Date), the commercial paper or other
     short-term senior unsecured debt obligations (other than such obligations
     the rating of which is based on the credit of a Person other than such
     depository institution or trust company) of such depository institution or
     trust company shall have a credit rating from Standard & Poor's of A-1 and
     from Moody's of P-1;

          (c)    commercial paper and demand notes investing solely in
     commercial paper having, at the time of the investment or contractual
     commitment to invest therein, a rating from Standard & Poor's A-1 and from
     Moody's of P-1;

          (d)    investments in money market funds having a rating from Standard
     & Poor's of AAA-m or AAAm-G and from Moody's of Aaa and having been
     approved by the Agent (including, without limitation, such funds for which
     the Lender Collateral Agent or any of its affiliates is investment manager
     or advisor).

          (e)    bankers' acceptances issued by any depository institution or
     trust company referred to in clause (b) above;

          (f)    repurchase obligations with respect to any security that is a
     direct obligation of, or fully guaranteed by, the United States of America
     or any agency or instrumentality thereof of obligations of which are backed
     by the full faith and credit of the United States of America, in either
     case entered into with a depository institution or trust company (acting as
     principal) referred to in clause (b) above; and

          (g)    any other investment which has been approved by the
     Administrative Agent and the Designated Series Insurer.


                                       4



          "CERTIFICATE PLEDGE AGREEMENT":  The Certificate Pledge and Collateral
Agency Agreement, dated as of October 14, 1999, among the Borrower, FSA, the
Spread Account Depositor and Bank One, as Collateral Agent, as the same may be
amended, supplemented or otherwise modified from time to time.

          "CODE":  The Internal Revenue Code of 1986, as amended.

          "COMMERCIAL PAPER RATE DETERMINATION DATE":  The meaning specified in
SECTION 2.06(e)

          "COMMERCIAL PAPER NOTES":  With respect to a Conduit Lender, the
short-term promissory notes issued by a Conduit Lender which are allocated by
such Conduit Lender as its funding for its making or maintaining Advances to the
Borrower hereunder.

          "COMMERCIAL PAPER RATE":  For Advances means, to the extent a Conduit
Lender funds such Advances by issuing commercial paper, the sum of (a) the
weighted average of the rates at which commercial paper notes of such Conduit
Lender issued to fund such Advances may be sold by any placement agent or
commercial paper dealer selected by such Conduit Lender, as agreed in good faith
between each such agent or dealer and such Conduit Lender; PROVIDED if the rate
(or rates) as agreed between any such agent or dealer and such Conduit Lender is
a discount rate (or rates), then such rate shall be the rate (or if more than
one rate, the weighted average of the rates) resulting from converting such
discount rate (or rates) to an interest-bearing equivalent rate per annum PLUS
(b) any and all commissions of placement agents and commercial paper dealers in
respect of commercial paper issued to fund the making or maintenance of any
Advance PLUS (c) any and all reasonable costs and expenses of any issuing and
paying agent or other Person responsible for the administration of such Conduit
Lender's commercial paper program in connection with the preparation,
completion, issuance, delivery or payment of commercial paper issued to fund the
making or maintenance of any Advance.  Each Conduit Lender shall notify the
Administrative Agent of its Commercial Paper Rate applicable to any Advance
promptly after the determination thereof. 

          "COMMERCIAL PAPER RATE ADVANCE":  An Advance which bears interest at a
rate per annum determined on the basis of the Commercial Paper Rate, as provided
in SECTION 2.06(a).

          "COMMITMENT":  With respect to a Liquidity Lender, its Liquidity
Commitment, and with respect to a Non-contingent Lender, its Non-contingent
Lending Commitment.

          "COMMITMENT AMOUNT":  As of any date with respect to (i) a 
Non-contingent Lender, the principal amount set forth beside such Lender's 
name under the heading "Non-contingent Lending Commitment" and (ii) a 
Liquidity Lender, the principal amount set forth beside such Lender's name 
under the heading "Liquidity Commitment", on the signature pages of this 
Agreement or on the signature page of the Assignment and Assumption pursuant 
to which such Committed Lender became a Committed Lender hereunder in 
accordance with the provisions of 


                                       5



SECTION 8.06, as such Commitment Amount may be adjusted from time to time in 
accordance with the provisions of SECTION 2.04 or 8.06.

          "COMMITMENT EXPIRATION DATE":  October 25, 2001, as such date may 
be extended from time to time as agreed in writing by the Borrower, the 
Administrative Agent and each Non-contingent Lender and Liquidity Lender 
pursuant to Section 2.10.

          "COMMITMENT FEES":  The meaning specified in the Fee Letter.

          "COMMITMENT PERIOD":  The period commencing on the Effective Date 
and ending on the earlier to occur of (a) the Facility Maturity Date, (b) the 
Commitment Expiration Date or (c) the date of the termination in whole of the 
Commitments pursuant to SECTION 2.04, 6.02(a), 6A.02 or 6B.02.

          "COMMITMENT TERMINATION DATE":  With respect to a Committed Lender, 
the earliest to occur of (a) such Committed Lender's Scheduled Commitment 
Termination Date, (b) the Commitment Expiration Date or (c) the date of the 
termination in whole of the Commitments pursuant to SECTION 2.04, 6.02(a), 
6A.02 or 6B.02.

          "COMMITTED LENDER":  A Lender which is a Liquidity Lender or a 
Non-contingent Lender.

          "CONDUIT LENDER":  Any Lender whose principal business consists of 
issuing commercial paper, medium term notes or other securities to fund its 
acquisition and maintenance of receivables, accounts, instruments, chattel 
paper, general intangibles and other similar assets or interests therein and 
which is designated on the signature page hereto or in the Assignment and 
Assumption by which it became a party hereto as a Conduit Lender.

          "CONTINGENT OBLIGATIONS":  The meaning specified in Section 2A.01.

          "CONTINGENT OBLIGORS":  The meaning specified in the Preamble.

          "CONTINUE," "CONTINUATION" and "CONTINUED":  each refers to a 
continuation of Advances for additional Interest Periods pursuant to SECTION 
2.08.

          "CONVERT," "CONVERSION" and "CONVERTED" each refers to a conversion 
of Advances of one Type into Advances of another Type pursuant to SECTION 
2.08.

          "CREDIT SUPPORT AGREEMENT": an agreement pursuant to which credit 
enhancement or credit support is provided for Advances.

          "CREDIT SUPPORT DEFAULT":  With respect to a Credit Support 
Provider, (i) such Credit Support Provider shall have failed to make a 
payment required under the Credit Support Agreement 


                                       6



in accordance with its terms or (ii) an Insolvency Event shall have occurred 
with respect to such Credit Support Provider.

          "CREDIT SUPPORT PROVIDER":  The meaning specified in Section 
3.01(g).

          "CREDIT SUPPORT RATING EVENT":  With respect to a Credit Support 
Provider, the claims-paying ability of such Credit Support Provider is rated 
less than "A-" by S&P or, if rated by Moody's at the request of such Credit 
Support Provider, "A3" by Moody's.
          
          "CSFB": Credit Suisse First Boston, New York Branch, and its 
successors. 

          "DEBT":  At any date with respect to any Person, without 
duplication: (i) all obligations of such Person for borrowed money; (ii) all 
obligations of such Person evidenced by bonds, debentures, notes or other 
similar instruments; (iii) all obligations of such Person to pay the deferred 
purchase price of property or services, except trade accounts payable arising 
in the ordinary course of business; (iv) all obligations of such Person as 
lessee under capital leases; (v) all non-contingent obligations of such 
Person to reimburse or prepay any bank or other Person in respect of amounts 
paid under a letter of credit, banker's acceptance or similar instrument; 
(vi) all Debt of others secured by a Lien on any asset of such Person, 
whether or not such Debt is assumed by such Person; and (vii) all Debt of 
others Guaranteed by such Person.

          "DEBTOR RELIEF LAWS":  The Bankruptcy Code and all other applicable 
liquidation, conservatorship, bankruptcy, moratorium, rearrangement, 
receivership, insolvency, reorganization, suspension of payments, 
readjustment of debt, marshaling of assets or similar debtor relief laws of 
the United States, any state or any foreign country from time to time in 
effect, affecting the rights of creditors generally.

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

          "DEFAULT RATE":  The meaning specified in SECTION 2.06(c).

          "DESIGNATED SERIES": a Series as to which the conditions set forth 
in Section 3.02 have been satisfied.

          "DESIGNATED SERIES AMORTIZATION DATE":  With respect to any 
Designated Series Borrowing, the Distribution Date of the 26th consecutive 
calendar month following the month during which such Designated Series 
Borrowing took place.

          "DESIGNATED SERIES BORROWING":  The meaning specified in SECTION 
2.01(a).


                                       7



          "DESIGNATED SERIES INSURER":  With respect to any Designated 
Series, FSA in its capacity as the insurance company insuring the repayment 
of such Designated Series, and each such Designated Series Insurer, 
collectively, the "DESIGNATED SERIES INSURERS".

          "DESIGNATED SERIES MATURITY DATE":  With respect to any Designated 
Series Borrowing, the Distribution Date of the 30th consecutive calendar 
month following the month during which such Designated Series Borrowing took 
place.

          "DESIGNATED SERIES SERVICER" and "DESIGNATED SERIES SERVICERS":  
The respective meanings specified in Section 5.01.

          "DISTRIBUTION DATE":  The fifth day of each calendar month, or, if 
such day is not a Business Day, the immediately following Business Day; 
PROVIDED, that such day shall in no event be earlier than the third Business 
Day of such calendar month.

          "DOLLAR" or "$":  A dollar or other equivalent unit in such coin or 
currency of the United States as at the time shall be legal tender for all 
debts, public and private.

          "DRAW LIMIT": The meaning specified in the RCCA Agreement.

          "EFFECTIVE DATE":  The date on which the conditions specified in 
SECTION 3.01 shall have been satisfied.

          "ERISA":  The U.S. Employee Retirement Income Security Act of 1974, 
as amended from time to time, and the regulations promulgated and rulings 
issued thereunder.

          "ERISA AFFILIATE":  Any Person who for purposes of Title IV of 
ERISA is a member of the Borrower's controlled group, or under common control 
with the Borrower, within the meaning of Section 414 of the IRC, and the 
regulations promulgated and rulings issued thereunder.

          "EURODOLLAR RATE ADVANCE":  An Advance which bears interest at a 
rate per annum determined on the basis of the Adjusted Eurodollar Rate, as 
provided in SECTION 2.06(a).

          "EVENT OF EARLY AMORTIZATION":  The meaning specified in SECTION 
6B.01.

          "EVENT OF EARLY TERMINATION":  The meaning specified in SECTION 
6A.01.

          "EVENT OF DEFAULT":  The meaning specified in SECTION 6.01.

          "EXCLUDED TAXES":  The meaning specified in SECTION 2.12(a).

          "EXPECTED CUMULATIVE NET LOSSES": On any date, the sum of (i) the 
product of 6.5% and the outstanding principal amount of Preferred Receivables 
in the FSA Portfolio and (ii) the 


                                       8



product of 11% and the outstanding principal amount of Standard Receivables 
in the FSA Portfolio, in each case after giving effect to the issuance of the 
Series to be issued after such date, PROVIDED   if either (i) the amount of 
credit enhancement necessary to obtain an investment grade rating from any 
Rating Agency on any Series on a stand-alone basis, i.e., without giving 
effect to the credit enhancement provided by the Designated Series Insurer, 
is increased by such Rating Agency beyond the level required with respect to 
Series 1999-D or (ii) in the opinion of the Required Lenders, there has been 
a material deterioration in the performance of the portfolio serviced by 
ACFS, the percentages set forth in clauses (i) and (ii) of this definition 
shall be such higher percentages as the Required Lenders shall select, 
PROVIDED further if the amount of credit enhancement necessary to obtain an 
investment grade rating from the Rating Agency on any Series on a stand-alone 
basis, i.e., without giving effect to the credit enhancement provided by the 
Designated Series Insurer, is decreased by the Rating Agencies beyond the 
level required with respect to Series 1999-D, the Lenders will consider in 
good faith a request by the Borrower to lower the percentages set forth in 
clauses (i) and (ii) of this definition.

          "FACILITY FEE":  The meaning specified in the Fee Letter.

          "FACILITY FEE RATE": (i) with respect to any Designated Series with 
respect to which the aggregate amount deposited into the related Spread 
Account on the date of issuance of such Designated Series and on the date the 
prefunded amount, if any, of such Designated Series is released is less than 
3% of the initial aggregate principal amount of the securities constituting 
such Designated Series, 5.00% and (ii) with respect to any other Series, 
4.50%.

          "FACILITY MATURITY DATE":  The earliest of (a) the Stated Maturity 
Date, (b) the date of the acceleration of the Advances pursuant to SECTION 
6.02(a), and (c) the occurrence of an Insolvency Event with respect to the 
Borrower.

          "FEDERAL FUNDS RATE":  For any day, a fluctuating interest rate per 
annum equal to the weighted average of the rates on overnight Federal funds 
transactions with members of the Federal Reserve System arranged by Federal 
funds brokers, as published for such day (or, if such day is not a Business 
Day, for the next preceding Business Day) by the Federal Reserve Bank of New 
York, or, if such rate is not so published for any day which is a Business 
Day, the average of the quotations for such day for such transactions 
received by CSFB from three Federal funds brokers of recognized standing 
selected by it.

          "FEE LETTER":  The Fee Letter, dated as of October 14, 1999, among 
the Borrower, the Contingent Obligors and the Administrative Agent, and the 
Lenders named therein as such document may be amended, modified, restated or 
supplemented from time to time.

          "FEES":  The Facility Fees and the Commitment Fees.

          "FINAL INSURANCE TERMINATION DATE":  the last to occur of the
Insurance Termination Dates.


                                       9



          "FITCH":  Fitch IBCA, Inc., and its successors.

          "FIXED PERIOD":  With respect to any Commercial Paper Rate Advance 
or portion thereof owed to a Conduit Lender, the period from the date of 
issuance to the maturity date of the Commercial Paper Note or Commercial 
Paper Notes of such Lender which such Lender has allocated to the funding or 
maintenance of such Commercial Paper Rate Advance or such portion.

          "FSA": Financial Security Assurance Inc., a New York stock 
insurance company.

          "FSA PORTFOLIO": At any particular time, the receivables in all 
Series with respect to which FSA has issued an insurance policy.

          "FSA SERIES": At any particular time, all Series with respect to 
which FSA has issued an insurance policy and with respect to which the spread 
accounts are subject to the Spread Account Agreement.

          "GAAP":  At any particular time with respect to the Borrower, U.S. 
generally accepted accounting principles as in effect at such time, 
consistently applied.

          "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any 
state or other political subdivision thereof and any entity exercising 
executive, legislative, judicial, regulatory or administrative functions of 
or pertaining to government.

          "GRANT":  To grant, bargain, sell, warrant, alienate, premise, 
release, convey, assign, transfer, mortgage, pledge, create and grant a 
security interest in and right of setoff against, deposit, set over and 
confirm.

          "GUARANTEE":  By any Person, any obligation, contingent or 
otherwise, of such Person directly or indirectly guaranteeing any Debt or 
other obligation of any other Person and, without limiting the generality of 
the foregoing, any obligation, direct or indirect, contingent or otherwise, 
of such Person (i) to purchase or pay (or advance or supply funds, for the 
purchase or payment of) such Debt or other obligation (whether arising by 
virtue of partnership arrangements, by agreement to keep-well, to purchase 
assets, goods, securities or services, to take-or-pay, or to maintain 
financial statement conditions or otherwise) or (ii) entered into for the 
purpose of assuring in any other manner the obligee of such Debt or other 
obligation of the payment thereof or to protect such obligee against loss in 
respect thereof (in whole or in part); provided, that the term "Guarantee" 
shall not include endorsements for collection or deposit in the ordinary 
course of business.  The term "Guarantee" used as a verb has a corresponding 
meaning.

          "GUARANTY LIMIT": (i) for the period from the Effective Date until 
the date, if any, of the first Borrowing with respect to which the aggregate 
amount deposited on the date of issuance of the related Designated Series and 
on the date the prefunded amount, if any, of such Designated Series is 
released in the related Spread Account is less than 3% of the initial 
aggregate principal 


                                       10



amount of the securities constituting such Designated Series, $50,000,000 and 
(ii) thereafter, $100,000,000.

          "INDEPENDENT":  When used with respect to any specified Person 
other than an accountant, such a Person who (i) is in fact independent, (ii) 
does not have any direct financial interest or any material indirect 
financial interest in the Borrower or in any Affiliate of the Borrower, and 
(iii) is not connected with the Borrower or any Affiliate of the Borrower as 
an officer, employee, promoter, underwriter, trustee, partner, director or 
Person performing similar functions.  "Independent" when used with respect to 
any accountant means an accountant, who may be the accountant who audits the 
books of the Borrower, who is independent with respect to the Borrower within 
the meaning of the Code of Professional Ethics of the American Institute of 
Certified Public Accountants. Whenever it is herein provided that any 
Independent Person's opinion or certificate shall be furnished to the 
Administrative Agent or the Lenders, such Person shall be acceptable to the 
Administrative Agent, and such opinion or certificate shall state that the 
signer has read this definition and that the signer is Independent within the 
meaning hereof.

          "INFORMATION SYSTEMS"  The meaning specified in Section 4.01(x).

          "INITIAL SPREAD ACCOUNT DEPOSIT" and "INITIAL SPREAD ACCOUNT 
DEPOSITS": The meaning specified in the Recitals.

          "INSOLVENCY EVENT":  With respect to a Person, such Person shall 
fail generally to, or admit in writing its inability to, pay its debts as 
they become due; or a proceeding shall have been instituted in a court having 
jurisdiction in the premises seeking a decree or order for relief in respect 
of such Person in an involuntary case under any Debtor Relief Law, or for the 
appointment of a receiver, liquidator, assignee, trustee, custodian, 
sequestrator, conservator or other similar official of such Person or for any 
substantial part of its property, or for the winding-up or liquidation of its 
affairs and, if instituted against such Person, any such proceeding shall 
continue undismissed or unstayed and in effect for a period of 60 consecutive 
days or any of the actions sought in such proceeding shall occur; or the 
commencement by such Person of a voluntary case under any Debtor Relief Law, 
or such Person's consent to the entry of any order for relief in an 
involuntary case under any Debtor Relief Law, or consent to the appointment 
of or taking possession by a receiver, liquidator, assignee, trustee, 
custodian, sequestrator, conservator or other similar official of such Person 
or for any substantial part of its property, or any general assignment for 
the benefit of creditors; or such Person shall have taken any corporate, 
partnership or similar action in furtherance of any of the foregoing actions.

          "INSURANCE TERMINATION DATE": when used in the singular, any of, 
and when used in the plural, all of, the termination date of  the 1996-C 
Insurance and Indemnity Agreement, the 1996-D Insurance and Indemnity 
Agreement, the 1997-A Insurance and Indemnity Agreement, the 1997-B Insurance 
and Indemnity Agreement, the 1997-C Insurance and Indemnity Agreement, the 
1997-D Insurance and Indemnity Agreement, the 1998-A Insurance and Indemnity 
Agreement, the 1998-B Insurance and Indemnity Agreement, the 1998-C Insurance 
and Indemnity Agreement, the 1998-D 


                                       11



Insurance and Indemnity Agreement, the 1999-A Insurance and Indemnity 
Agreement, the 1999-B Insurance and Indemnity Agreement, the 1999-C Insurance 
and Indemnity Agreement and the termination date of each other insurance and 
indemnity agreement entered into in connection with a Series the spread 
account of which is subject to the Spread Account Agreement.

          "INTEREST PAYMENT DATE":  (i) With respect to any Advance, each 
Distribution Date, commencing the first of such days to occur after such 
Advance is made, and (ii) as to all Advances, the earlier to occur of (a) the 
Designated Series Maturity Date and (b) the Facility Maturity Date.

          "INTEREST PERIOD": (i) For each Advance other than a Eurodollar 
Advance, initially the period commencing on the date on which such Advance is 
made, Continued or Converted from an Advance of a different Type, and ending 
on the day preceding the next following Interest Payment Date, and thereafter 
the period commencing on each Interest Payment Date and ending on the day 
preceding the next following Interest Payment Date or, if earlier, the date on 
which such Advance is repaid or Converted into another Type of Advance, and, 
(ii) for each Eurodollar Advance, initially the period commencing on the date 
on which such Advance is made, Continued or Converted from an Advance of a 
different Type, and ending on the day preceding the next following Interest 
Payment Date, and thereafter the period commencing on each Interest Payment 
Date and ending on the day preceding the next following Interest Payment Date; 
PROVIDED, HOWEVER, that (A) whenever the last day of any Interest Period would 
otherwise occur on a day other than a Business Day, the last day of such 
Interest Period shall be extended to occur on the next succeeding Business 
Day, (B) in the case of any Interest Period for any Advance which commences 
before the Facility Maturity Date and would otherwise end on a date occurring 
after the Facility Maturity Date, such Interest Period shall end on the 
Facility Maturity Date, and (C) the duration of any Interest Period commencing 
on or after the Facility Maturity Date shall be selected by the Administrative 
Agent.

          "INVESTMENT COMPANY ACT":  The United States Investment Company Act 
of 1940, as amended.

          "IRS":  The U.S. Internal Revenue Service and any successor agency.

          "LENDER COLLATERAL AGENT":  The meaning specified in the Preamble.

          "LENDER NOTES":  The meaning specified in Section 2.01(b).

          "LENDING PERCENTAGE":  On and date the following:

   (i)    with respect to a Conduit Lender, such Conduit Lender's Maximum
   Advance Amount as a percentage of the Total Commitment Amount;

   (ii)   with respect to a Liquidity Lender, such Liquidity Lender's Liquidity
   Commitment Amount as a percentage of the Total Commitment Amount; and

                                       12


   (iii)  with respect to a Non-contingent Lender, such Non-contingent Lender's
   Non-Contingent Lending Commitment Amount as a percentage of the Total
   Commitment Amount. 

          "LIEN":  With respect to any asset, any mortgage, pledge, 
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory 
or other), preference, priority, security agreement or preferential 
arrangement of any kind or nature whatsoever (including any conditional sale 
or other title retention agreement relating to such asset).

          "LIQUIDITY COMMITMENT":  In respect of a Lender as to which an 
amount of a "Liquidity Commitment" and the identity of one or more related 
Conduit Lenders are set forth beside such Lender's name on the signature pages 
of this Agreement or on the signature page of the Assignment and Assumption 
pursuant to which such Lender became a Lender hereunder in accordance with the 
provisions of SECTION 8.06, such Lender's undertaking during the Commitment 
Period to make Advances in respect of Borrowings in lieu of such Conduit 
Lenders in accordance with SECTION 2.02(g), subject to the terms and 
conditions hereof, in the aggregate outstanding principal amount not exceeding 
the Commitment Amount of such Lender.

          "LIQUIDITY COMMITMENT AMOUNT":  As of any date with respect to a 
Liquidity Lender, the principal amount set forth beside such Lender's name 
under the heading "Liquidity Commitment" on the signature page of this 
Agreement or on the signature page of the Assignment and Assumption Agreement 
pursuant to which such Liquidity Lender became a Committed Lender hereunder in 
accordance with the provisions of SECTION 8.06, as such Liquidity Commitment 
Amount may be adjusted from time to time in accordance with the provisions of 
SECTION 2.04 or 8.06.

          "LIQUIDITY LENDER":  A Lender having a Liquidity Commitment with 
respect to one or more Conduit Lenders.

          "LIQUIDITY PERCENTAGE":  With respect to a Liquidity Lender and its 
related Conduit Lender, such Lender's Adjusted Available Commitment Amount 
with respect to such Conduit Lender as a percentage of the aggregate Adjusted 
Available Commitment Amounts of all of such Conduit Lender's related Liquidity 
Lenders.

          "LOSS COVERAGE RATIO": At any time, the ratio of the Maximum Net 
Cumulative Losses at such time to the Expected Cumulative Losses at such time.

          "MARGIN STOCK":  "Margin Stock" as defined under Regulation U issued 
by the Board of Governors of the Federal Reserve System.

          "MATERIAL ADVERSE EFFECT":  (i)  A material adverse effect on the 
financial condition, operations or business of the Borrower or any Contingent 
Obligor, (ii) a material adverse effect on the ability or right of the 
Borrower or any Contingent Obligor to perform its obligations under this 
Agreement or any other Transaction Document, or (iii) any impairment of the 
ability or right of the 

                                  13



Administrative Agent or any Lender to enforce this Agreement or any Lender 
Note or of the Administrative Agent to enforce any other Transaction Document.

          "MAXIMUM ADVANCE AMOUNT":  With respect to a Conduit Lender, the 
principal amount set forth beside such Lender's name under the heading 
"Maximum Advance Amount" on the signature pages of this Agreement or on the 
signature page of the Assignment and Assumption pursuant to which such 
Conduit Lender became a Conduit Lender hereunder in accordance with the 
provisions of SECTION 8.06, as such Maximum Advance Amount may be adjusted 
from time to time in accordance with the provisions of SECTION 2.03 or 8.06.

          "MAXIMUM BORROWING PERCENTAGE": For the period from the Effective 
Date to the first anniversary of the Effective Date, 5% and thereafter, 6%.

          "MAXIMUM NET CUMULATIVE LOSSES": At any time, the amount determined 
by the Administrative Agent with respect to all FSA Series pursuant to the 
cash flow model described in Annex I.

          "MINIMUM SPREAD ACCOUNT PERCENTAGE": For the period from the 
Effective Date to the first anniversary of the Effective Date, 3% and 
thereafter, 2%.

          "MOODY'S":  Moody's Investors Service, Inc., and any successor 
thereto.

          "NEGATIVE CARRY":  the meaning specified in the Security Agreement.

          "NON-CONTINGENT LENDER":   A Lender which has a Non-contingent 
Lending Commitment.

          "NON-CONTINGENT LENDING COMMITMENT":  In respect of a Lender as to 
which an amount of a "Non-contingent Lending Commitment" is set forth beside 
such Lender's name on the signature pages of this Agreement or on the 
signature page of the Assignment and Assumption pursuant to which such Lender 
became a Lender hereunder in accordance with the provisions of SECTION 8.06, 
such Lender's undertaking during the Commitment Period to make Advances in 
respect of Borrowings, subject to the terms and conditions hereof, in the 
aggregate outstanding principal amount not exceeding the Non-contingent 
Lending Commitment Amount of such Lender.

          "NON-CONTINGENT LENDING COMMITMENT AMOUNT":  As of any date with 
respect to a Non-contingent Lender, the principal amount set forth beside 
such Lender's name under the heading "Non-contingent Lending Commitment" on 
the signature page of this Agreement or on the signature page of the 
Assignment and Assumption Agreement pursuant to which such Non-contingent 
Lender became a Committed Lender hereunder in accordance with the provisions 
of SECTION 8.06, as such Non-contingent Lending Commitment Amount may be 
adjusted from time to time in accordance with the provisions of SECTION 2.04 
or 8.06.

                                       14



          "NOTICE OF BORROWING":  The meaning specified in SECTION 2.02(a).

          "NOTICE OF CONVERSION/CONTINUATION":  The meaning specified in 
SECTION 2.08(b).

          "NOTICE OF SUSPENSION":  The meaning specified in Section 3.05 of 
the Security Agreement.

          "NYUCC":  The Uniform Commercial Code as in effect from time to 
time in the State of New York.

          "OBLIGATIONS":  The meaning specified in the Security Agreement.

          "OFFICER":  With respect to the Borrower, the Chairman of the Board 
of Directors, any Vice Chairman, any Director, the President, any Vice 
President, the Secretary, an Assistant Secretary, the Treasurer or an 
Assistant Treasurer of the Borrower.

          "OFFICER'S CERTIFICATE":  With respect to any Person, a certificate 
signed by an Authorized Officer of such Person.

          "OPINION OF COUNSEL":  A written opinion of counsel who, except as 
otherwise expressly provided in this Agreement, may be counsel to the 
Borrower, and who shall be acceptable to the Administrative Agent.

          "PARTICIPANT":  The meaning specified in SECTION 8.06(a).

          "PARTICIPATION":  The meaning specified in SECTION 8.06(a).

          "PERCENTAGE INTEREST":  For a Lender on any day, (a) the aggregate 
outstanding principal amount of Advances owed to such Lender as a percentage 
of the aggregate outstanding principal amount of all Advances on such day, or 
(b) if no Advances are outstanding on such day, (i) 0% in the case of a 
Conduit Lender, (ii) such Lender's Lending Percentage in the case of a 
Non-contingent Lender, and (iii) such Lender's Liquidity Percentage times the 
Lending Percentage of such Lenders related Conduit Lender in the case of a 
Liquidity Lender.

          "PERMITTED CREDIT SUPPORT PROVIDER": Either (i) a Person who, on 
the Effective Date, (a) is a Credit Support Provider or who is a party to a 
facultative reinsurance treaty with a Credit Support Provider, (b) is a 
Permitted Transferee, and (c) has executed and delivered to the 
Administrative Agent an Assignment and Assumption or (ii) a Person who is an 
Affiliate of an existing Credit Support Provider, is an assignee of such 
existing Credit Support Provider, is a Permitted Transferee and has executed 
and delivered to the Administrative Agent an Assignment and Assumption.  Upon 
any assignment of any Advance or interest therein to a Permitted Credit 
Support Provider, the Administrative Agent agrees to deliver to FSA a copy of 
the Assignment and Assumption Agreement delivered by such Permitted Credit 
Support Provider

                                       15



          "PERMITTED LIEN":  A Lien which is permitted by SECTION 5.02(a).

          "PERMITTED TRANSFEREE":  At any time, a bank, insurance company, 
reinsurance company or commercial paper conduit having, in the case of an 
entity that is subject to risk-based capital adequacy requirements, 
risk-based capital of at least $100,000,000 or, in the case of an entity that 
is not subject to risk-based capital adequacy requirements, combined capital, 
surplus, contingency reserves and unearned premium reserves of at least 
$100,000,000, PROVIDED that for purposes of determining whether a Person is a 
Permitted Credit Support Provider for purposes of clause (i) of the 
definition thereof, the number "$100,000,000" in this definition shall be 
deemed to be $70,000,000, and PROVIDED, FURTHER that for purposes of 
determining whether a Person is a Permitted Credit Support Provider for 
purposes of clause (ii) of the definition thereof, the number "$100,000,000" 
in this definition shall be deemed to be the greater of (x) $70,000,000 and 
(y) the lesser of (1) $100,000,000 and (2) risk-based capital or combined 
capital, surplus, contingency reserves and unearned premium reserves, as the 
case may be, as of the Effective Date of the assignor Credit Support Provider 
with respect to such Person.

          "PERSON":  Any individual, corporation, partnership, joint venture, 
association, limited liability company, joint stock company, trust (including 
any beneficiary thereof) or any other entity, unincorporated organization or 
government or any agency or political subdivision thereof.

          "PLAN":  Any employee benefit plan as defined in Section 3(3) of 
ERISA in respect of which the Borrower or any ERISA Affiliate is, or within 
the immediately preceding six years was, an "employer" as defined in Section 
3(5) of ERISA, and in respect of which the Borrower or an ERISA Affiliate 
could have liability under Title IV of ERISA.

          "PREFERRED RECEIVABLE": a receivable identified in the Borrower's 
records as belonging to the preferred loan program based on the underwriting 
and pricing criteria in place at the time of the origination of such 
receivable.

          "PROCEDURES REPORT":  The meaning specified in SECTION 5.01(a).

          "RATING AGENCY":  Each of Fitch, Moody's and S&P.

          "RCCA":  The meaning specified in the recitals.

          "RCCA AGENT":  The meaning specified in the recitals.

          "RCCA AGREEMENT":  The Replacement Cash Collateral Account 
Agreement, dated as of the date hereof, among the Borrower, FSA, the 
Administrative Agent and the RCCA Agent, as the same may be amended, 
supplemented or otherwise modified from time to time.

          "RCCA COLLATERAL": The meaning assigned to "Collateral" in the RCCA 
Agreement.

                                       16



          "RCCA DEPOSIT":  The meaning specified in the recitals.

          "RCCA DISTRIBUTIONS":  With respect to any Designated Series, the 
moneys which are distributed, from time to time, to the Borrower from the 
RCCA of such Designated Series.

          "REGULATORY CHANGE":  In the case of a Lender, any change occurring 
after the date of such Lender's execution and delivery of this Agreement or, 
if applicable of the Assignment and Assumption by which it became party to 
this Agreement; in the case of a Participant, any change occurring after the 
date on which its Participation became effective, or in the case of an 
Affected Party, any change occurring after the date it became such an 
Affected Party, in any (or the adoption after such date of any new):

          (i) United States Federal or state law or foreign law applicable to
     such Lender, Participant or Affected Party; or

          (ii) regulation, interpretation, directive, guideline or request
     (whether or not having the force of law) applicable to such Lender,
     Participant or Affected Party of any court or other judicial authority or
     any Governmental Authority charged with the interpretation or
     administration of any law referred to in clause (i) or of any fiscal,
     monetary or other authority or central bank having jurisdiction over such
     Lender, Participant or Affected Party.

          "REQUIRED LENDERS": At any time, (i) Lenders having Percentage 
Interests aggregating greater than 50%, and (ii) Committed Lenders together 
having Commitments aggregating to greater than 50% of the Total Commitment 
Amount.

          "REQUIRED LOSS COVERAGE RATIO": 1.96 to 1.

           "REQUIRED SPREAD ACCOUNT DEPOSIT":  The meaning specified in 
SECTION 3.02(b)(v).

          "RESTRICTED PAYMENT":  The meaning specified in SECTION 5.02(c).

          "S&P":  Standard & Poor's Ratings Group, and any successor thereto.

          "SCHEDULED COMMITMENT TERMINATION DATE":  At any time with respect 
to a Committed Lender, the date set forth beside such Lender's name under the 
heading "Scheduled Commitment Termination Date" on the signature pages of 
this Agreement or on the signature page of the Assignment and Assumption 
pursuant to which such Committed Lender became a Committed Lender hereunder 
in accordance with the provisions of SECTION 8.06, as such Commitment may be 
extended from time to time in accordance with the provisions of SECTION 2.10.

          "SECURED OBLIGATIONS":  The meaning specified in the Security 
Agreement.

          "SECURED PARTY":  The meaning specified in the Security Agreement.  

                                       17



         "SECURITY AGREEMENT":  The Security and Collateral Agent Agreement, 
dated as of the date hereof, among the Borrower, ACFS, the Administrative 
Agent and the Lender Collateral Agent, as the same may be amended, 
supplemented or otherwise modified from time to time.

          "SECURITY INTEREST":  Each security interest and Lien Granted 
pursuant to Section 2.01 of the Security Agreement.

          "SERIES":  The meaning specified in the Recitals.

          "SERIES TRANSACTION DOCUMENTS": With respect to any Series, the 
pooling and servicing agreement (or equivalent document by any other name), 
sale and servicing agreement, indenture, insurance and indemnity agreement, 
and supplement to the Spread Account Agreement.

          "SOLVENT": The meaning set forth in the Subordination Agreement.

          "SPREAD ACCOUNT" and "SPREAD ACCOUNTS":  The respective meanings 
specified in the Recitals.

          "SPREAD ACCOUNT REPLACEMENT REINSURANCE":  The meaning specified in 
the RCCA Agreement.

          "SPREAD ACCOUNT AGREEMENT": That certain Spread Account Agreement, 
dated as of December 1, 1994, as amended and restated as of May 11, 1998, 
among the Borrower, FSA, Lasalle National Bank, Harris Trust and Savings Bank 
and Bank One, N.A., as amended, restated, modified or supplemented from time 
to time.

          "SPREAD ACCOUNT DEPOSITOR":  The meaning specified in the recitals.

          "STANDARD RECEIVABLE":  a receivable identified in the Borrower's 
records as belonging to the standard loan program based on the underwriting 
and pricing criteria in place at the time of the origination of such 
receivable.

          "STATED MATURITY DATE": April 25, 2004.

          "SUBORDINATION AGREEMENT":  The Subordination and Intercreditor 
Agreement, dated as of the date hereof, among the Borrower, the Contingent 
Obligors, FSA, certain Underlying Trustees, the Agent and the Lender 
Collateral Agent, as the same may be amended, supplemented or otherwise 
modified from time to time.

          "SUBSIDIARY":  As to a Person, another Person, a majority of the 
outstanding voting stock of which is owned, directly or indirectly, by such 
Person or by one or more other Subsidiaries of such Person.  For the purposes 
of this definition, "voting stock" of a Person means shares, interests, 
participations or other equivalents (however designated) of such Person's 
equity having 

                                       18



voting power for the election of directors, managers or other voting members 
of the governing body of such Person.

          "SUPPORT ADVANCES":  With respect to a Liquidity Lender and its 
related Conduit Lender, any participation held by such Liquidity Lender in 
Advances owed to such Conduit Lender which were purchased from such Conduit 
Lender pursuant to a Support Facility and any loans or other advances made by 
such Liquidity Lender to such Conduit Lender pursuant to a Support Facility 
to fund such Conduit Lender's making or maintaining its Advances hereunder 
(but excluding any such loans or advances made to fund such Conduit Lender's 
obligations to pay interest, fees or other similar amounts relating to the 
funding of its making or maintaining its Advances hereunder).

          "SUPPORT PARTY":  Any bank or other financial institution extending 
or having a commitment to extend funds to or for the account of  a Conduit 
Lender (including by agreement to purchase an assignment of or participation 
in Advances owed to such Conduit Lender) under a Support Facility.

          "SUPPORT FACILITY":  Any liquidity or credit support agreement 
(other than the Credit Support Agreement) with a Conduit Lender which relates 
to this Agreement and the Advances made by such Conduit Lender hereunder 
(including any agreement to purchase an assignment of or participation in 
such Advances).

          "SWAP TRANSACTION":  (i) Any rate, basis, commodity, currency, debt 
or equity swap; (ii) any cap, collar or floor agreement; (iii) any rate, 
basis, commodity, currency, debt or equity futures or forward agreement; (iv) 
any rate, basis, commodity, currency, debt or equity option representing an 
obligation to buy or sell a security, commodity, currency, debt or equity; 
and (v) any other similar agreement.

          "TAXES":  The meaning specified in SECTION 2.12(a).

          "TOTAL COMMITMENT AMOUNT":  On any date, the sum of (i) the 
Liquidity Commitment Amounts of all Liquidity Lenders, and (ii) the 
Non-contingent Lending Commitment Amounts of all Non-contingent Lenders, 
which amount shall initially be $225,000,000.

          "TOTAL SECURED DEBT":  At any time, Senior Debt at the time 
outstanding and the Senior Subordinated Notes then Outstanding.

          "TRADE CLAIM":  Claims of trade creditors and other general 
unsecured current obligations of a debtor.

          "TRANSACTION DOCUMENTS":  This Agreement, the Lender Notes, the 
Security Agreement, the RCCA Agreement, the Subordination Agreement and all 
other notes, security agreements, instruments, documents and other agreements 
(including UCC financing statements) 

                                       19


heretofore, now or hereafter executed and/or delivered by or on behalf of the 
Borrower in connection with any of the foregoing, in each case, as the same 
may be amended, supplemented or otherwise modified.

          "TRANSFER":  The meaning specified in SECTION 8.06(a).

          "TRUST AGREEMENT":  The Amended and Restated Trust Agreement, dated 
as of October 19, 1999, between the Borrower and Bankers Trust (Delaware), as 
owner trustee, as the same may be amended, supplemented or otherwise modified 
from time to time.

          "TYPE":  With reference to an Advance, whether such Advance 
constitutes a Base Rate Advance, a Commercial Paper Rate Advance or a 
Eurodollar Rate Advance.

          "UNDERLYING TRANSACTIONS": when used in the singular, any of, and 
when used in the plural, all of, the transactions contemplated by each of the 
1996-C Insurance and Indemnity Agreement, the 1996-D Insurance and Indemnity 
agreement, the 1997-A Insurance and Indemnity Agreement, the 1997-B Insurance 
and Indemnity Agreement, the 1997-C Insurance and Indemnity agreement, the 
1997-D Insurance and Indemnity Agreement, the 1998-A Insurance and Indemnity 
agreement, the 1998-B Insurance and Indemnity Agreement, the 1998-C Insurance 
and Indemnity Agreement, 1998-D Insurance and Indemnity Agreement, the 1999-A 
Insurance and Indemnity Agreement, the 1999-B Insurance and Indemnity 
Agreement, , the 1999-C Insurance and Indemnity Agreement, the 1996-C Sale 
and Servicing Agreement, the 1996-D Sale and Servicing Agreement, the 1997-A 
Sale and Servicing Agreement, the 1997-B Sale and Servicing Agreement, the 
1997-C Sale and Servicing Agreement, the 1997-D Sale and Servicing Agreement, 
the 1998-A Sale and Servicing Agreement, the 1998-B Sale and Servicing 
Agreement, the 1998-C Sale and Servicing Agreement, the 1998-D Sale and 
Servicing Agreement, the 1999-A Sale and Servicing Agreement, the 1999-B Sale 
and Servicing Agreement, the 1999-C Sale and Servicing Agreement, each 
insurance and indemnity agreement and each sale and servicing agreement 
entered into in connection with a spread account which is subject to the 
Spread Account Agreement and all other transactions anticipated by the 
documents executed in connection with any of the foregoing.

          "UNDERLYING TRANSACTIONS DOCUMENTS": the agreements, contracts, 
documents, amendments, consents, instruments, certificates and other papers 
executed in connection with each Underlying Transaction.

          "UNDERLYING TRUST": in the singular any of the AmeriCredit 1996-C 
Trust, the AmeriCredit 1996-D Trust, the AmeriCredit 1997-A Trust, the 
AmeriCredit 1997-B Trust, the AmeriCredit 1997-C Trust, the AmeriCredit 
1997-D Trust, the AmeriCredit 1998-A Trust, the AmeriCredit 1998-B Trust, the 
AmeriCredit 1998-C Trust, AmeriCredit 1998-D Trust, the AmeriCredit 1999-A 
Trust, the AmeriCredit 1999-B Trust, the AmeriCredit 1999-C Trust, and each 
trust established in connection with a sale and servicing agreement entered 
into in connection with a spread account which is subject to the Spread 
Account Agreement and in the plural, all of such trusts.

                                       20



          "UNDERLYING TRUSTEES": the trustees, trust collateral agents or 
collateral agents, in the Underlying Transactions and any other trustee 
designated with respect to the Underlying Transactions.

          "UNIFORM COMMERCIAL CODE": The Uniform Commercial Code as in effect 
in each relevant jurisdiction.

          "UNITED STATES" and "U.S.":  The United States of America.

          "U.S. GOVERNMENT SECURITIES":  Securities that are direct 
obligations of, and obligations the timely payment of principal and interest 
on which is fully Guaranteed by, the United States of America or any agency 
or instrumentality of the United States of America the obligations of which 
are backed by the full faith and credit of the United States of America and 
in the form of conventional bills, bonds and notes.  In no event shall U.S. 
Government Securities include:  (i) any security providing for the payment of 
interest only; (ii) any Swap Transaction; or (iii) any obligation on which 
all or any portion of the payments thereunder are based, directly or 
indirectly, on any Swap Transaction.

                                       21



                                                                        ANNEX I

                     CALCULATION OF MAXIMUM CUMULATIVE NET LOSSES

CSFB CASH FLOW MODEL

The model inputs will be based on (i) collateral and bond information as for 
the last available month for all outstanding FSA Series and (i) the 
collateral and bond information for a Designated Series after pricing. 

The following lists details the inputs and modeling assumptions to be 
included in the Maximum Cumulative Net Losses calculation:

COLLATERAL CHARACTERISTICS:

The weighted average coupon, weighted average original maturity, weighted 
average remaining maturity, the total pool outstanding and the split between 
the standard product and the preferred product will be provided by the 
Borrower. (For a new Designated Series with a pre-funding account, the 
collateral characteristics described in the offering documents for such 
Series will be used with respect to the full face amount of such Series for 
modeling purposes.)

SECURITIES CHARACTERISTICS

The Borrower will provide (a) the weighted average coupon on all outstanding 
notes and certificates be calculated based on amounts outstanding as of (i) 
for outstanding FSA Series, the last amount outstanding as of such 
calculation date and (ii) for the new Designated Series, the amounts and 
coupons to be in effect on the closing date of such Designated Series 
(assuming the full face amount of such Securities for modeling purposes) and 
(b) the outstanding face amount of all outstanding securities.

LOSSES:

50% of gross losses will occur in year one, 30% in year two and 20% in year 
three (assuming gross losses begin in month 3).  Recoveries will be 45% and 
they will be added into the cash flows three months after the month the gross 
losses occurred.

FEES:

A servicing fee of 2.25% and a surety premium of 0.25% p.a. (or such other 
percentage as shall be applicable under the relevant Series Transaction 
Documents) will be used, PROVIDED the surety 

                                       



premium will be increased by 0.50% if an insurance agreement event of default 
occurs as a result of a breach of the Cumulative Default Rate test or the 
Cumulative Net Loss Rate test.

The following Facility Fees with respect to RCCAs and premiums with respect 
to Spread Account Replacement Reinsurance will be assumed:

          (i)  prior to an Event of Default, 4.50% on 100% of the RCCAs and
     Spread Account Replacement Reinsurance;

          (ii) after an Event of Default, (A) 4.50% on 100% of the Spread
     Account Replacement Reinsurance and (B) [5.00% + (Alternate Base Rate (1)
     one month LIBOR)] on 100% of the RCCAs;

          (iii) if the amount on deposit in an RCCA is less than the related
     Designated Series Borrowing, (10.00% + Alternate Base Rate) on 100% of the
     "RCCA Draw Total", as labeled in the test cash flows distributed by the
     Administrative Agent prior to the Effective Date;

All other fees provided for in the Fee Letter will be assumed.

PREPAYMENTS:

The combination of voluntary and involuntary principal repayments will occur 
at a rate of 2.0 ABS.

SPREAD ACCOUNT/INSURANCE & INDEMNITY TRIGGERS

The cumulative gross default and the cumulative net loss triggers, and the 
consequences thereof, with respect to existing Underlying Transactions will 
be those set forth on Annex II relating to Series 1997-C through 1999-C.

-------------------
(1)  Assumption will be that RCCA will be repaid only after Spread Account 
Replacement Reinsurance is fully repaid. It will also be assumed that an 
Event of Default will occur only as a result of a breach of the Cumulative 
Default Rate test or the Cumulative Net Loss Rate test.

(2) Alternate Base Rate and one month LIBOR will be those in effect on the 
date the model is run.

                                       -2-


CREDIT ENHANCEMENT:

The amount of deposits in the Spread Accounts, the amount of 
over-collateralization and the amount of re-insurance on each transaction 
will be supplied by the Borrower.

The target spread account amount shall be the greater of (i) 3% of the 
outstanding pool balance and (ii) 1.5% of the original pool balance.  The 
amount on deposit in an RCCA and any reinsurance policies will be calculated 
as per the RCCA Agreement.

The target overcollateralization amount shall be 10% of the outstanding pool 
balance.

The model will be run to produce a "breakeven" scenario for this Facility 
such that the Lenders receive full principal and accrued interest and fees no 
later than the distribution date for month 50.


                                       -3-



                                                                       ANNEX II




             CUMULATIVE GROSS DEFAULT/CUMULATIVE NET LOSS TRIGGERS




                                       -4-


                                                                      ANNEX III




               INFORMATION ON UNDERLYING TRANSACTIONS DOCUMENTS




                                       -5-