{"id":40946,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-afs-funding-corp-americredit-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-afs-funding-corp-americredit-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-afs-funding-corp-americredit-corp.html","title":{"rendered":"Credit Agreement &#8211; AFS Funding Corp., AmeriCredit Corp., AmeriCredit Financial Services Inc., AmeriCredit Management Co., Bankers Trust Co. and Credit Suisse First Boston"},"content":{"rendered":"<pre>\n--------------------------------------------------------------------------------\n\n                                     $225,000,000\n                                   CREDIT AGREEMENT\n\n                             Dated as of October 14, 1999\n\n                                        among\n\n                                  AFS FUNDING CORP.,\n\n                                   as the Borrower\n\n                                  AMERICREDIT CORP.,\n                         AMERICREDIT FINANCIAL SERVICES INC.,\n                           AMERICREDIT MANAGEMENT COMPANY,\n\n                             each as a Contingent Obligor\n\n                              THE FINANCIAL INSTITUTIONS\n                      FROM TIME TO TIME PARTY HERETO AS LENDERS\n\n                                    as the Lenders\n\n                                BANKERS TRUST COMPANY,\n\n                              as Lender Collateral Agent\n\n                                         and\n\n                     CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,\n\n                             as the Administrative Agent\n\n--------------------------------------------------------------------------------\n\n\n\n                                  TABLE OF CONTENTS\n\n\nARTICLE I DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . . . . . 2\n          SECTION 1.01   Certain Defined Terms . . . . . . . . . . . . . . . 2\n          SECTION 1.02   Computation of Time Periods.. . . . . . . . . . . . 2\n          SECTION 1.03   Accounting Terms. . . . . . . . . . . . . . . . . . 2\n          SECTION 1.04   Other Terms.. . . . . . . . . . . . . . . . . . . . 3\n\nARTICLE II AMOUNTS AND TERMS OF THE ADVANCES . . . . . . . . . . . . . . . . 3\n          SECTION 2.01   The Line of Credit; Lender Notes. . . . . . . . . . 3\n          SECTION 2.02   Borrowings; Notices of Borrowing and Advances.. . . 4\n          SECTION 2.03   [RESERVED]. . . . . . . . . . . . . . . . . . . . . 7\n          SECTION 2.04   Reductions of Commitments.. . . . . . . . . . . . . 7\n          SECTION 2.05   Prepayments of the Borrowings . . . . . . . . . . . 7\n          SECTION 2.06   Interest on the Advances. . . . . . . . . . . . . . 8\n          SECTION 2.07   Interest Rate Protection. . . . . . . . . . . . . .10\n          SECTION 2.08   Voluntary Conversion and Continuation of Advances..11\n          SECTION 2.09   Fees. . . . . . . . . . . . . . . . . . . . . . . .13\n          SECTION 2.10   Extensions of Commitment Expiration Date. . . . . .13\n          SECTION 2.11   Increased Costs; Increased Capital. . . . . . . . .13\n          SECTION 2.12   Taxes.. . . . . . . . . . . . . . . . . . . . . . .15\n          SECTION 2.13   Payments and Computations.. . . . . . . . . . . . .16\n          SECTION 2.14   Indemnification for Loss. . . . . . . . . . . . . .17\n          SECTION 2.15   Illegality. . . . . . . . . . . . . . . . . . . . .18\n          SECTION 2.16   Option to Fund. . . . . . . . . . . . . . . . . . .19\n          SECTION 2.17   Sharing of Payments, Etc. . . . . . . . . . . . . .19\n          SECTION 2.18   Administrative Agent's Records. . . . . . . . . . .19\n\nARTICLE II AGUARANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . .20\n     SECTION 2A.01  Guaranty of Payment and Performance. . . . . . . . . . .20\n     SECTION 2A.02  Contingent Obligor's Agreement to Pay. . . . . . . . . .20\n     SECTION 2A.03. Limited Guaranty . . . . . . . . . . . . . . . . . . . .21\n\nARTICLE III CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . .21\n          SECTION 3.01   Condition Precedent to the Effectiveness of this\n                         Agreement.. . . . . . . . . . . . . . . . . . . . .21\n          SECTION 3.02   Conditions Precedent to Borrowings, Conversions and\n                         Continuations.. . . . . . . . . . . . . . . . . . .25\n          SECTION 3.03   Special Conditions to Advances under Liquidity\n                         Commitments.. . . . . . . . . . . . . . . . . . . .29\n\n\n                                       (i)\n\n\n\nARTICLE IV REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . .29\n          SECTION 4.01   Representations and Warranties with respect to the\n                         Borrower. . . . . . . . . . . . . . . . . . . . . .29\n          SECTION 4.02   Representations and Warranties with respect to the \n                         Spread Account Depositor. . . . . . . . . . . . . .34\n          SECTION 4.03   Representations and Warranties with respect to each\n                         Contingent Obligor. . . . . . . . . . . . . . . . .35\n          SECTION 4.04   Limited Remedies and Recourse for Breach. . . . . .36\n\nARTICLE V COVENANTS OF WITH RESPECT TO THE BORROWER. . . . . . . . . . . . .36\n          SECTION 5.01   Affirmative Covenants.. . . . . . . . . . . . . . .36\n          SECTION 5.02   Negative Covenants. . . . . . . . . . . . . . . . .44\n          SECTION 5.03   Limited Remedies and Recourse for Breach. . . . . .47\n\nARTICLE VA CONTINGENT OBLIGOR COVENANTS. . . . . . . . . . . . . . . . . . .47\n          SECTION 5A.01  Covenant of Each Contingent Obligor . . . . . . . .47\n          SECTION 5A.02  Covenants of ACFS . . . . . . . . . . . . . . . . .47\n\nARTICLE VI EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . .49\n          SECTION 6.01   Events of Default.. . . . . . . . . . . . . . . . .49\n          SECTION 6.02   Remedies. . . . . . . . . . . . . . . . . . . . . .51\n\nARTICLE VIA EVENTS OF EARLY TERMINATION. . . . . . . . . . . . . . . . . . .52\n          SECTION 6A.01  Events of Early Termination.. . . . . . . . . . . .52\n          SECTION 6A.02  Consequences. . . . . . . . . . . . . . . . . . . .53\n\nARTICLE VIB EVENTS OF EARLY AMORTIZATION . . . . . . . . . . . . . . . . . .53\n          SECTION 6B.01  Events of Early Amortization. . . . . . . . . . . .53\n          SECTION 6B.02  Consequences.   . . . . . . . . . . . . . . . . . .54\n\nARTICLE VII THE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .54\n          SECTION 7.01   Appointment.. . . . . . . . . . . . . . . . . . . .54\n          SECTION 7.02   Delegation of Duties. . . . . . . . . . . . . . . .54\n          SECTION 7.03   Exculpatory Provisions. . . . . . . . . . . . . . .55\n          SECTION 7.04   Reliance by Agent.. . . . . . . . . . . . . . . . .55\n          SECTION 7.05   Notices.. . . . . . . . . . . . . . . . . . . . . .55\n          SECTION 7.06   Non-Reliance on Agent and Other Lenders.. . . . . .56\n          SECTION 7.07   Indemnification.. . . . . . . . . . . . . . . . . .56\n          SECTION 7.08   Agent in its Individual Capacity. . . . . . . . . .57\n          SECTION 7.09   Successor Agent.. . . . . . . . . . . . . . . . . .57\n\nARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . .58\n          SECTION 8.01   Amendments, Etc.. . . . . . . . . . . . . . . . . .58\n          SECTION 8.02   Notices, Etc. . . . . . . . . . . . . . . . . . . .59\n\n\n                                       (ii)\n\n\n          SECTION 8.03   No Waiver; Remedies.. . . . . . . . . . . . . . . .60\n          SECTION 8.04   Costs, Expenses and Indemnification.. . . . . . . .61\n          SECTION 8.05   Binding Effect; Termination.. . . . . . . . . . . .61\n          SECTION 8.06   Assignments and Participation.. . . . . . . . . . .61\n          SECTION 8.07   No Proceedings. . . . . . . . . . . . . . . . . . .65\n          SECTION 8.08   Submission to Jurisdiction; Waivers.. . . . . . . .66\n          SECTION 8.09   WAIVERS OF JURY TRIAL.. . . . . . . . . . . . . . .66\n          SECTION 8.10   GOVERNING LAW . . . . . . . . . . . . . . . . . . .67\n          SECTION 8.11   Execution in Counterparts.. . . . . . . . . . . . .67\n          SECTION 8.12   Headings. . . . . . . . . . . . . . . . . . . . . .67\n          SECTION 8.13   Severability. . . . . . . . . . . . . . . . . . . .67\n          SECTION 8.14   Integration.. . . . . . . . . . . . . . . . . . . .67\n          SECTION 8.15   Right of Set-Off. . . . . . . . . . . . . . . . . .67\n          SECTION 8.16   Limitation of Liability.. . . . . . . . . . . . . .68\n          SECTION 8.17   No Recourse Against Certain Persons.. . . . . . . .68\n          SECTION 8.18   Treatment of Certain Information. . . . . . . . . .69\n          SECTION 8.19   Certain Payments. . . . . . . . . . . . . . . . . .69\n          SECTION 8.20   Unenforceability of Contingent Obligations Against\n                         Borrower. . . . . . . . . . . . . . . . . . . . . .70\n          SECTION 8.21   Waiver of Subrogation . . . . . . . . . . . . . . .70\n          SECTION 8.22   Subordination . . . . . . . . . . . . . . . . . . .70\n          SECTION 8.23   Waivers by Contingent Obligors. . . . . . . . . . .71\n          SECTION 8.24   Non-Recourse; Subordination of Interest on Borrower\n                         Collateral. . . . . . . . . . . . . . . . . . . . .71\n          SECTION 8.25   Third Party Beneficiary . . . . . . . . . . . . . .72\n\nARTICLE IX FURTHERANCE OF SUBORDINATION. . . . . . . . . . . . . . . . . . .73\n          SECTION 9.01   Remedies Limited. . . . . . . . . . . . . . . . . .73\n          SECTION 9.02   Obligations Limited.. . . . . . . . . . . . . . . .73\n          SECTION 9.03   Subordination Agreement Governs.. . . . . . . . . .73\n          SECTION 9.04   Survival. . . . . . . . . . . . . . . . . . . . . .73\n\n\n\n\n\n\n\n\n                                       (iii)\n\n\n\n                                  LIST OF SCHEDULES\n\nSchedule I     List of Applicable Lending Offices\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       (iv)\n\n\n\n                                   LIST OF EXHIBITS\n\nExhibit A      Form of Lender Note\nExhibit B      Form of Notice of Borrowing\nExhibit C      Form of Notice of Conversion\/Continuation\nExhibit D      Form of Assignment and Assumption Agreement\nExhibit E      Form of Confidentiality Agreement\nExhibit F      List of Series Transaction Document\n\n                                  LIST OF APPENDICES\n\nAppendix A          Certain Definitions\n     \n                                   LIST OF ANNEXES\n\nAnnex I        Calculation of Maximum Net Cumulative Losses \nAnnex II       Cumulative Gross Default\/Cumulative Net Loss Triggers\nAnnex III      Information on Underlying Transactions Documents\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       (v)\n\n\n\n          CREDIT AGREEMENT, dated as of October 14, 1999, by and among AFS\nFUNDING CORP., a Nevada corporation (the \"BORROWER\"), AMERICREDIT CORP., a Texas\ncorporation (\"ACC\"), AMERICREDIT FINANCIAL SERVICES INC., a Delaware corporation\n(\"ACFS\"), AMERICREDIT MANAGEMENT COMPANY, a Delaware corporation (\"AMC\",\ntogether with ACC and ACFS, each a \"CONTINGENT OBLIGOR\" and collectively, the\n\"CONTINGENT OBLIGORS\"), the LENDERS from time to time parties hereto (the\nConduit Lenders, the Liquidity Lenders and the Non-contingent Lenders,\ncollectively, the \"LENDERS\"), Bankers Trust Company, a New York banking\ncorporation (\"BANKERS TRUST\"), as collateral agent under the terms of the\nSecurity Agreement (defined below) (in such capacity, the \"LENDER COLLATERAL\nAGENT\"), and CREDIT SUISSE FIRST BOSTON, a Swiss banking corporation acting\nthrough its New York Branch, as administrative agent for the Lenders (together\nwith its successors in such capacity, the \"ADMINISTRATIVE AGENT\"). \n\n\n                                    RECITALS\n\n          1.     The Borrower has sold and contemplates selling, from time to\ntime, pools of receivables to various trusts which have issued and may issue\nvarious series of notes or certificates (each a \"SERIES\") which will be repaid\nby the proceeds of, or represent an interest in, as the case may be, such pools\nof receivables.\n\n          2.     A spread account has been (with respect to existing Series),\nand it is contemplated that in accordance with the terms of future Series, shall\nbe, established into which the Borrower and\/or AFS Funding Trust, a Delaware\nbusiness trust which is owned by the Borrower (the \"SPREAD ACCOUNT DEPOSITOR\"),\nhas deposited, or shall be obligated to deposit, certain moneys on or about the\nclosing date for each Series (each an \"INITIAL SPREAD ACCOUNT DEPOSIT\", and\ncollectively, the \"INITIAL SPREAD ACCOUNT DEPOSITS\"). \n\n          3.     In order to reduce the amount which the Spread Account\nDepositor is obligated to advance as an Initial Spread Account Deposit with\nrespect to future Series, the Borrower and\/or the Spread Account Depositor\nintends to deposit certain moneys on or about the closing date for each Series\n(each a \"RCCA DEPOSIT\", and collectively, the \"RCCA DEPOSITS\") in a replacement\ncash collateral account (each, an \"RCCA\", and collectively, the \"RCCAS\") to\nprovide credit support to FSA (as defined herein) in connection with the\ninsurance policies it has issued and will issue with respect to the Series.\n\n          4.     In order to fund the RCCAs, the Borrower has requested that the\nLenders establish a revolving line of credit to the Borrower providing for\nBorrowings (as defined herein) of up to $225,000,000 in the aggregate at any\ntime outstanding.\n\n          5.     Upon the terms and conditions contained in this Agreement and\nthe other Transaction Agreements, the Lenders are willing to provide such a line\nof credit to the Borrower.\n\n\n\n\n          6.     Pursuant to the RCCA Agreement (as defined herein), Bank One,\nN.A., as collateral agent (the \"RCCA AGENT\"), shall hold a security interest in\nthe RCCAs for the benefit of FSA in the first instance and thereafter, the\nLenders.\n\n          7.     The Borrower is a Subsidiary of ACC and AFCS and an Affiliate\nof AMC and as such, each Contingent Obligor will benefit from the extensions of\ncredit to the Borrower under this Agreement. \n\n          8.     Pursuant to the Security Agreement (as defined herein), the\nLender Collateral Agent, for the benefit of the Secured Parties (as such term is\ndefined in the Security Agreement), as security for certain obligations of the\nBorrower (including its obligations under this Agreement), shall hold  a\nsecurity interest in certain property of the Borrower.\n\n          9.     The Borrower has assigned to the Spread Account Depositor all\nits rights under the Spread Account Agreement and, upon issuance of each new\nSeries, will assign to the Spread Account Depositor all its ownership interests\nin the issuer trust formed in connection with such Series.\n\n\n                                   AGREEMENTS\n\n          In consideration of the premises and of the agreements herein\ncontained, and for other good and valuable consideration, the receipt and\nadequacy of which are hereby acknowledged, the Borrower, the Contingent\nObligors, the Lenders, the Lender Collateral Agent and the Administrative Agent\nhereby agree as follows:\n\n\nARTICLE 1\n                        DEFINITIONS AND ACCOUNTING TERMS\n\n          SECTION 1.1   CERTAIN DEFINED TERMS.   Certain capitalized terms used\nin this Agreement and not otherwise defined herein shall have the respective\nmeanings set forth in APPENDIX A hereto or, if not defined therein, shall have\nthe respective meanings set forth in the Security Agreement.\n\n          SECTION 1.2   COMPUTATION OF TIME PERIODS.  In this Agreement in the\ncomputation of periods of time from a specified date to a later specified date,\nthe word \"from\" means \"from and including\" and the words \"to\" and \"until\" each\nmeans \"to but excluding.\"  Periods of days referred to in this Agreement shall\nbe counted in calendar days unless Business Days are expressly prescribed and\nreferences in this Agreement to months and years shall be to calendar months and\ncalendar years unless otherwise specified.\n\n          SECTION 1.3   ACCOUNTING TERMS.  All accounting terms not specifically\ndefined otherwise herein shall have the meaning customarily given in accordance\nwith GAAP, and all \n\n\n                                       -2-\n\n\n\nfinancial computations hereunder shall be computed, unless specifically \nprovided otherwise herein, in accordance with GAAP.\n\n          SECTION 1.4   OTHER TERMS.  Any references herein to Exhibits,\nSchedules, Appendices, Sections or Articles are references to Exhibits,\nSchedules, Appendices, Sections or Articles of this Agreement, unless otherwise\nspecified.  The words \"including\" and \"include\" are deemed to be followed by the\nwords \"without limitation.\"\n\n\nARTICLE 2                                  \n                       AMOUNTS AND TERMS OF THE ADVANCES\n\n          SECTION 2.1   THE LINE OF CREDIT; LENDER NOTES.\n\n          (1)    On and subject to the terms and conditions hereinafter set \nforth, during the Commitment Period, the Borrower shall be entitled, from \ntime to time, to request Advances from the Lenders.  The Advances made to \nfund any RCCA Deposit shall not in the aggregate exceed the Maximum Borrowing \nPercentage of the initial aggregate principal amount of the securities \nconstituting the relevant Designated Series.  The Conduit Lenders may, and to \nthe extent a Conduit Lender has elected not to make an Advance, the Liquidity \nLenders for such Conduit Lender, in accordance with subsection 2.02(e), \nshall, and the Non-contingent Lenders shall, make such Advances to the \nBorrower as herein provided. The parties hereto agree that following the \nBorrowings relating to the RCCA Deposit of any Designated Series (each such \nBorrowing a \"DESIGNATED SERIES BORROWING\"), which Borrowings in the aggregate \nshall not exceed the Maximum Borrowing Percentage of the initial aggregate \nprincipal amount of the securities constituting the relevant Designated \nSeries, no additional Borrowing shall be requested by the Borrower nor made \nby the Lenders with respect to such Designated Series.  Each Lender's PRO \nRATA share of any Borrowing hereunder shall be as set forth in SECTION 2.02.  \nThe Borrower may not request Advances, and a Conduit Lender may elect not to \nmake, and no Liquidity Lender or Non-contingent Lender shall be required to \nmake, Advances, if after giving effect to such Advance the aggregate \noutstanding principal amount of such Conduit Lender's Advances would exceed \nits Available Maximum Advance Amount or if the aggregate outstanding \nprincipal amount of such Liquidity Lender's Advances or such Non-contingent \nLender's Advances would exceed its Available Commitment Amount. Within the \nlimits set forth in this Agreement and within the limits of each Liquidity \nLender's or Non-contingent Lender's Available Commitment Amount or each \nConduit Lender's Available Maximum Advance Amount, as applicable, during the \nCommitment Period the Borrower may borrow, repay pursuant to SECTION 2.05 \n(and subject to the provisions of the Subordination Agreement and Article IX \nhereof) and reborrow (but only to fund the RCCA Deposits relating to new \nDesignated Series) under this SECTION 2.01 and SECTION 2.02.   Subject to the \nterms of SECTION 2.05, prior to the Facility Maturity Date and \nnotwithstanding the termination of the Commitment Period, any outstanding \nAdvances (other than any Advance which is a part of a Designated Series \nBorrowing whose Designated Series Maturity Date has occurred) may, at the \noption of the Borrower, be Converted or Continued pursuant to the terms of \nSECTION 2.08.\n\n\n                                       -3-\n\n\n\n          (2)    The Advances made by each Lender shall be evidenced by a \npromissory note of the Borrower, substantially in the form of EXHIBIT A, \nbearing the legend set forth in Exhibit A regarding subordination, with \nappropriate insertions therein as to date and principal amount (each, as \nindorsed or modified from time to time, a \"LENDER NOTE\" and, collectively \nwith the Lender Notes of all other Lenders, the \"LENDER NOTES\"), payable to \nthe order of such Lender for the account of its Applicable Lending Office, \ndated the Closing Date (or, if later, the date of the Assignment and \nAssumption pursuant to which such Lender became a party to this Agreement) \nand in the stated principal amount equal to in the case of a Non-contingent \nLender, its Non-contingent Lending Commitment Amount, or in the case of a \nLiquidity Lender, its Liquidity Commitment Amount, or, in the case of a \nConduit Lender, its Maximum Advance Amount.\n\n          (3)    With respect to each Designated Series Borrowing, the entire \noutstanding principal amount of such Designated Series Borrowing shall mature \nand be due and payable on the later of the applicable Designated Series \nMaturity Date and the earliest date permitted under the provisions of the \nSubordination Agreement and Article IX hereof, together with all accrued and \nunpaid amounts due under this Agreement or other Transaction Documents with \nrespect to such Designated Series Borrowing.  In the event the aggregate \namount of funds in any RCCA with respect to a Designated Series (including \nthe value of all investments made by the trustee of such Designated Series in \nCash Equivalents or other investments permitted under the related Series \nTransaction Documents) is less than the aggregate outstanding principal \namount of the Designated Series Borrowings advanced to fund such RCCA, the \nportion of such Designated Series Borrowings equal to such deficiency shall \nbe due and payable immediately, if permitted under the provisions of the \nSubordination Agreement and Article IX hereof, or otherwise at the earliest \ndate permitted under the provisions of the Subordination Agreement and \nArticle IX hereof together with all accrued and unpaid amounts due under this \nAgreement or other Transaction Documents with respect to that portion of such \nDesignated Series Borrowings, including without limitation any amounts which \nmay be due under SECTION 2.14.  Without limiting the foregoing, the entire \noutstanding principal amount of all Borrowings shall mature and be due and \npayable on the later of the Facility Maturity Date and the earliest date \npermitted under the provisions of the Subordination Agreement and Article IX \nhereof, together with all accrued and unpaid interest thereon and all other \naccrued and unpaid amounts due under this Agreement and the other Transaction \nDocuments.\n\n          SECTION 2.2   BORROWINGS; NOTICES OF BORROWING AND ADVANCES.\n\n          (1)    The Borrower shall give the Administrative Agent written notice\n(a \"NOTICE OF BORROWING\") not later than 4:00 p.m. (New York City time) on the\nBusiness Day prior to a Borrowing hereunder proposed to consist of Base Rate\nAdvances or Commercial Paper Rate Advances, and not later than 4:00 p.m. (New\nYork City time) on the third Business Day prior to a Borrowing hereunder\nproposed to consist of Eurodollar Rate Advances.   If a Notice of Borrowing is\ntransmitted by telecopy, the Borrower shall promptly provide written\nconfirmation thereof to the Administrative Agent.  A Notice of Borrowing shall\nbe substantially in the form of EXHIBIT B hereto and shall specify, subject to\nthe terms and conditions of this Agreement, (i) the date of the proposed\nBorrowing (the \"BORROWING DATE\"), (ii) the amount of the proposed Borrowing, and\n(iii) the Type or Types of the Advances to be made as part of such proposed\nBorrowing.  Each Notice of \n\n\n                                       -4-\n\n\n\nBorrowing shall be irrevocable.  If the Administrative Agent receives a \nNotice of Borrowing at or before 4:00 p.m. on a Business Day, it shall \nprovide each Lender with a copy thereof on such Business Day, and otherwise \nit shall provide each Lender with a copy thereof on the following Business \nDay.\n\n          (2)    The Borrowing Date specified in any Notice of Borrowing \nshall be a Business Day during the Commitment Period. \n\n          (3)    Unless the Administrative Agent otherwise consents, the \namount of any proposed Borrowing shall be at least $3,000,000.\n\n          (4)    All Advances in respect of a Borrowing specified in a Notice \nof Borrowing shall be of the same Type, except that if on the applicable \nBorrowing Date there are both Conduit Lenders and Non-contingent Lenders, a \nNotice of Borrowing may specify that all Advances by Conduit Lenders are to \nbe Commercial Paper Rate Advances and all Advances to be made by such \nNon-contingent Lenders are to be Base Rate Advances or Eurodollar Rate \nAdvances.  The Borrower may request Commercial Paper Rate Advances only from \nConduit Lenders.  If there are Conduit Lenders as of a Borrowing Date, the \nBorrower must request that each Conduit Lender's Advance in respect of a \nBorrowing on such Borrowing Date be a Commercial Paper Rate Advance, unless \nsuch Conduit Lender otherwise consents or has advised the Borrower that it \nhas ceased or as of such Borrowing Date will cease for any reason to fund its \nmaking or maintenance of its Advances with Commercial Paper Notes (including \nby reason of its obtaining Support Advances). It is the intent of the \nBorrower  and the Conduit Lenders to fund Advances in the commercial paper \nmarket to the extent practicable.\n\n          (5)    On and subject to the terms and conditions of this \nAgreement, following receipt by the Administrative Agent and the Lenders of a \nproper Notice of Borrowing, (i) each Conduit Lender may elect to make an \nAdvance on the applicable Borrowing Date in an amount equal to its Lending \nPercentage of the requested Borrowing, and (ii) each Non-contingent Lender \nshall make an Advance on such Borrowing Date in an amount equal to its \nLending Percentage (as a Non-contingent Lender) of such Borrowing.  Each \nConduit Lender shall notify the Administrative Agent and each of its related \nLiquidity Lenders at or before 11:30 a.m. (New York City time) on the \napplicable Borrowing Date whether it has elected to make its Advance pursuant \nto this SECTION 2.02(e) in respect of the Borrowing to be made on such date \nand, if not, shall in such notice specify the identity of each of its \nLiquidity Lenders and their respective Liquidity Percentages on such \nBorrowing Date.  In the event that a Conduit Lender has elected not to make \nsuch Advance or shall not have timely provided such notice (in which case it \nshall be deemed to have elected not to make such Advance), each of such \nConduit Lender's Liquidity Lenders shall make an Advance on such Borrowing \nDate in an amount equal to its Liquidity Percentage of such Conduit Lender's \nLending Percentage of the Borrowing to be made on such Borrowing Date.\n\n          (6)    Each applicable Lender shall (subject to SECTION 2.02(g) in the\ncase of Conduit Lenders), before 11:30 p.m. (New York City time) on a Borrowing\nDate, make available for the account of its Applicable Lending Office to the\nAdministrative Agent at its account referred \n\n\n                                       -5-\n\n\n\nto in SECTION 2.13(a), by wire transfer of immediately available funds, such \nLender's PRO RATA share of such requested Borrowing.  The Administrative \nAgent shall promptly notify the Borrower in the event that any Lender either \nfails to make such funds available to the Administrative Agent before such \ntime or notifies the Administrative Agent that it will not make such funds \navailable to the Administrative Agent before such time; PROVIDED, however, \nthat the Administrative Agent shall have no liability for failing to give any \nnotice as provided in this sentence.  Subject to (x) the Administrative \nAgent's receipt of such funds and (y) the fulfillment of the applicable \nconditions set forth in ARTICLE III, as determined by the Administrative \nAgent, the Administrative Agent will by no later than 12:00 noon (New York \nCity time) on such Borrowing Date make such funds available, in the same type \nof funds received, by wire transfer thereof to the relevant RCCA (which shall \nbe designated by the Borrower in the Notice of Borrowing).\n\n          (7)    In the event that a Conduit Lender elected to make an \nAdvance on a Borrowing Date but failed to do so by the time contemplated by \nSECTION 2.02(f), such Lender shall be deemed to have rescinded its election \nto make such Advance, and neither the Borrower nor any other party shall have \nany claim against such Conduit Lender by reason for its failure to timely \nmake such Advance.  In any such case, the Administrative Agent shall give \nnotice of such failure not later than 12:00 noon (New York City time) on the \nBorrowing Date to each Liquidity Lender with respect to such Conduit Lender, \nwhich notice shall specify the identity of such Conduit Lender, the amount of \nthe Advance which it had elected to make and the respective Liquidity \nPercentages of such Liquidity Lenders on such Borrowing Date (as determined \nby the Administrative Agent in good faith; for purposes of such \ndetermination, the Administrative Agent shall be entitled to rely \nconclusively on the most recent information provided by such Conduit Lender \nor its agent or by the agent for its Support Parties).  Subject to receiving \nsuch notice, each of such Conduit Lender's Liquidity Lenders shall make an \nAdvance on such Borrowing Date in an amount equal to its Liquidity Percentage \nof such Conduit Lender's Lending Percentage of the Borrowing to be made on \nsuch Borrowing Date at or before 1:00 p.m. (New York City time) on such \nBorrowing Date and otherwise in accordance with SECTION 2.02(f).  Subject to \n(x) the Administrative Agent's receipt of such funds and (y) the fulfillment \nof the applicable conditions set forth in ARTICLE III, as determined by the \nAdministrative Agent, the Administrative Agent will by no later than 1:30 \np.m. (New York City time) on such Borrowing Date make such funds available, \nin the same type of funds received, by wire transfer thereof to the relevant \nRCCA (which shall be designated by the Borrower in the Notice of Borrowing).  \nIn the event that any Liquidity Lender made an Advance on a Borrowing Date in \nlieu of a Conduit Lender, not later than the Business Day following such \nBorrowing Date, the Administrative Agent shall give notice to the Borrower \nspecifying the amount of such Advance and identifying such Liquidity Lender.\n\n          (8)    Advances made by Lenders in respect of a Notice of Borrowing \nshall initially be of the Type or Types specified in such Notice of \nBorrowing; PROVIDED that if a Notice of Borrowing requested Advances from \nConduit Lenders to be Commercial Paper Rate Advances and one or more \nLiquidity Lenders made Advances in lieu of Conduit Lenders, the Advances made \nby such Liquidity Lenders shall initially be Base Rate Advances (subject to \nConversion thereof pursuant to SECTION 2.08).\n\n\n                                       -6-\n\n\n\n          (9)    The obligations of Lenders hereunder, including the \nobligations of the Liquidity Lenders and the Non-contingent Lenders to make \nAdvances, shall be several and not joint obligations of such Lenders.  The \nfailure of any Liquidity Lender or Non-contingent Lender to make the Advance \nto be made by it as part of any Borrowing shall not relieve any other \nLiquidity Lender or Non-contingent Lender of its obligation hereunder to make \nits Advance on the date of such Borrowing, but except as provided in SECTION \n2.02(g) with respect to Liquidity Lenders, no Lender shall be responsible for \nthe failure of any other Lender to make the Advance to be made by such other \nLender on the date of any Borrowing.\n\n          (10)   Notwithstanding anything in this Section to the contrary, \nthe Administrative Agent may, in its sole discretion, accept and act without \nliability upon the basis of a telephonic notice of borrowing (which notice \nshall be irrevocable and shall be promptly confirmed by a written Notice of \nBorrowing sent by facsimile) believed by the Administrative Agent in good \nfaith to be from an Authorized Officer of the Borrower.  The Administrative \nAgent's records regarding the terms of such telephone notice of borrowing \nshall be presumptively correct absent manifest error.  The fact that the \nAdministrative Agent may so act in any circumstance shall not be deemed a \nwaiver of compliance with the procedures of this SECTION 2.02 in any other \ncircumstance.\n\n          SECTION 2.3   [RESERVED]\n\n          SECTION 2.4   REDUCTIONS OF COMMITMENTS.\n\n          (1)    The Borrower shall have the right, upon at least three \nBusiness Day's prior written notice to the Administrative Agent, at any time \nto permanently reduce the Total Commitment Amount to zero and terminate all \nCommitments or from time to time to permanently reduce the Total Commitment \nAmount in part; PROVIDED, HOWEVER, that each partial reduction shall be in \nthe amount of at least $20,000,000 or an integral multiple of $1,000,000 in \nexcess of that amount.\n\n          (2)    The Total Commitment Amount shall automatically be permanently\nreduced by the amount of any payments by the Contingent Obligors hereunder with\nrespect to (i) the Contingent Obligations with respect to the principal amount\nof Advances, (ii) the amounts payable by the Contingent Obligors pursuant to\nSection 2.05(e)(ii) and (iii) the amounts payable by the Contingent Obligors\npursuant to Section 6.02 with respect to the principal amount of Advances.\n\n          (3)    Each reduction in the Total Commitment Amount shall be applied\nPRO RATA to the Non-contingent Lending Commitment Amount of each Non-contingent\nLender and to the Maximum Advance Amount of each Conduit Lender according to\nsuch Lender's Lending Percentage.  Each reduction in the Maximum Advance Amount\nof a Conduit Lender shall automatically result in a PRO RATA reduction of the\nLiquidity Commitment Amount of each Liquidity Lender relating to such Conduit\nLender according to each such Liquidity Lender's Liquidity Commitment Amount. \nThe Total Commitment Amount shall not be reduced below an amount equal to the\noutstanding principal amount of all Advances.\n\n\n                                       -7-\n\n\n\n          SECTION 2.5   PREPAYMENTS OF THE BORROWINGS.\n\n          (1)    The Borrowings shall not be prepaid except as expressly set\nforth herein.\n\n          (2)    [RESERVED]\n\n          (3)    MANDATORY PREPAYMENT OF THE BORROWINGS ARISING FROM RCCA\nDISTRIBUTIONS.  Subject to the provisions of the Subordination Agreement and\nArticle IX hereof, until this Agreement has been terminated and all outstanding\nBorrowings, all accrued and unpaid interest on such Borrowings, and all other\naccrued and unpaid amounts due under this Agreement and other Transaction\nDocuments have been paid in full, the Borrower shall pay, from time to time,\nimmediately upon its receipt of the same, to the Lender Collateral Agent, all\nRCCA Distributions.  Subject to the provisions of the Subordination Agreement\nand Article IX hereof, all RCCA Distributions paid to the Lender Collateral\nAgent pursuant to this subsection shall be applied by the Lender Collateral\nAgent in accordance with the terms of Section 6 of the Security Agreement.\n\n          (4)    MANDATORY PREPAYMENT OF THE BORROWINGS FOLLOWING DESIGNATED\nSERIES AMORTIZATION DATE.  If the entire outstanding principal amount of any\nDesignated Series Borrowing has not been repaid in full on the related\nDesignated Series Amortization Date, the Borrower shall repay on such Designated\nSeries Amortization Date and on each of the four succeeding Distribution Dates,\nan amount of the outstanding Borrowings equal to 20% of the outstanding\nprincipal amount of such Designated Series Borrowings on the Designated Series\nAmortization Date; provided that no such payment shall be made earlier than the\nearliest date permitted under the provisions of the Subordination Agreement and\nArticle IX hereof.\n\n          (5)    MANDATORY PREPAYMENT OF THE BORROWINGS FOLLOWING EVENT OF EARLY\nAMORTIZATION.  Following the occurrence and during the continuance of any Event\nof Early Amortization, on each succeeding Distribution Date (i) the Borrower\nshall repay an amount of the outstanding Borrowings equal to the Nonallocated\nAmount Available (as defined in the Security Agreement) available on such\nDistribution Date to be applied pursuant to Section 6(c)(iv) of the Security\nAgreement; provided that no such payment shall be made earlier than the earliest\ndate permitted under the provisions of the Subordination Agreement and Article\nIX hereof, and (ii) the Contingent Obligors shall repay an amount of the\nBorrowings equal to $5,000,000.\n\n          (6)    IN GENERAL.  Any prepayments of Advances in full or in part to\nany Lender shall be made together with accrued interest to the date of such\nprepayment on the amount prepaid.  All prepayments of Borrowings shall be\napplied PRO RATA based on the outstanding principal amount of Advances owed to\neach Lender.  Each prepayment of Advances owed to a Lender shall be applied to\nBase Rate Advances, Eurodollar Rate Advances and Commercial Paper Rate Advances\nin any manner deemed appropriate by the Administrative Agent, after consultation\nwith the Borrower.  If any prepayment is made in respect of any Eurodollar Rate\nAdvance, in whole or in part, prior to the last day of the applicable Interest\nPeriod, or if any prepayment is made in respect of any Commercial Paper Rate\nAdvance, in whole or in part, prior to the last day of an applicable Fixed\nPeriod, the Borrower agrees to indemnify the affected Lenders in accordance with\nSECTION 2.14.\n\n\n                                     -8-\n\n\n          SECTION 2.6   INTEREST ON THE ADVANCES.\n\n          (1)    Subject to the provisions of the Subordination Agreement and\nArticle IX hereof, the Borrower shall pay to the Administrative Agent for the\naccount of each Lender interest on the unpaid principal amount of each Advance\nmade by such Lender from the date of such Advance until such principal amount\nshall be paid in full, at the following rates per annum:\n\n                 (1)    for Commercial Paper Rate Advances owed to a Conduit\n     Lender, a rate per annum equal to the Commercial Paper Rate for such\n     Conduit Lender in effect from time to time;\n\n                 (2)    for Eurodollar Rate Advances, a rate per annum equal at\n     all times during the Interest Period for such Advance to the Adjusted\n     Eurodollar Rate for such Interest Period; and\n\n                 (3)    for Base Rate Advances, a rate per annum equal to the\n     Alternate Base Rate in effect from time to time.\n\n          (2)    Subject to the provisions of the Subordination Agreement and\nArticle IX hereof, Interest on each Advance shall be payable on each Interest\nPayment Date for such Advance and upon each payment (including prepayment) of\nthe Borrowings.\n\n          (3)    Subject to the provisions of the Subordination Agreement and\nArticle IX hereof, any amount of principal of any Advance or any other amount\nowing hereunder which (i) remains outstanding following the Facility Maturity\nDate, (ii) is not paid when due (whether at stated maturity, by acceleration or\notherwise) or (iii) is prevented from coming due by operation of the provisions\nof the Subordination Agreement and Article IX hereof shall bear interest, from\nthe date on which such amount is due or would have, but for operation of the\nprovisions of the Subordination Agreement and Article IX hereof, become due\nuntil such amount is paid in full, payable on the later of the date of demand\nand the earliest date permitted under the provisions of the Subordination\nAgreement and Article IX hereof, at a rate per annum (the \"DEFAULT RATE\") equal\nat all times (whether before or after the entry of a judgment thereon) to (x)\nwith respect to any amount of principal, 0.5% plus the rate which would\notherwise be applicable pursuant to SECTION 2.06(a) or (y) with respect to any\nother amounts, 5% plus the Alternate Base Rate in effect from time to time.\n\n          (4)    Interest on (i) Base Rate Advances shall be calculated on the\nbasis of a 365 or 366-day year (as the case may be), and (iii) other Advances\nshall be calculated on the basis of a 360-day year, in each case, for the actual\nnumber of days elapsed.  Any change in the interest rate on the Borrowings\nresulting from a change in any applicable rate shall become effective as of the\nopening of business on the day on which such change in the applicable rate shall\nbecome effective.\n\n          (5)    The Administrative Agent shall promptly notify the Borrower and\nthe Lenders of the applicable interest rate determined by the Administrative\nAgent for purposes of SECTION 2.06(a), but any failure to so notify shall not in\nany manner affect the obligation of the \n\n\n                                     -9-\n\n\nBorrower to pay interest on the Borrowings in the amounts and on the dates \nrequired.  If a Commercial Paper Rate is applicable to an Advance owed to a \nConduit Lender during any Interest Period, such Conduit Lender shall notify \nthe Administrative Agent of the Commercial Paper Rate for such Interest \nPeriod not later than the Business Day preceding the end of such Interest \nPeriod (a \"COMMERCIAL PAPER RATE DETERMINATION DATE\") for the purpose of \ndetermining the applicable interest rate under SECTION 2.06(a)(i).  Such \nnotification may be based on such Conduit Lender's estimate of the Commercial \nPaper Rate, if the actual rate is not then known to such Conduit Lender, and \nin such case, such Conduit Lender shall notify the Administrative Agent on or \nbefore the following Commercial Paper Rate Determination Date of the amount \nof any variation between interest payable to such Conduit Lender for the \napplicable Interest Period based on such estimate and interest which should \nhave been payable to such Conduit Lender for such Interest Period based on \nits final determination (based on the actual rates) of the applicable \nCommercial Paper Rate.  The amount of any shortfall in interest based on such \nvariation shall be due and payable to such Conduit Lender on the next \nInterest Payment Date on which interest is payable to such Conduit Lender \nhereunder, and the amount of any overpayment of interest to such Conduit \nLender based on such variation shall be credited, dollar for dollar, against \ninterest otherwise payable to such Conduit Lender on such Interest Payment \nDate.  Each determination of the applicable interest rate by the \nAdministrative Agent or a Conduit Lender pursuant to this Agreement shall be \nconclusive and binding on all parties hereto absent manifest error.\n\n          (6)    With respect to any Commercial Paper Rate Advance to be made by\nany Conduit Lender, the Administrative Agent, in its sole discretion exercised\nin good faith after consultation with such Conduit Lender and the Borrower,\nshall select the duration of the initial and each subsequent Fixed Period\nrelating to such Commercial Paper Rate Advance, provided that any Fixed Period\nselected by the Administrative Agent applicable to a Commercial Paper Rate\nAdvance owing to a Conduit Lender shall have been approved (in writing or by\ntelephone promptly confirmed in writing) by such Conduit Lender.  In selecting\nsuch Fixed Period, the Administrative Agent shall use reasonable efforts, taking\ninto consideration the market conditions, to accommodate the Borrower's\npreferences; PROVIDED HOWEVER, that the Administrative Agent shall have the\nultimate authority to make all such selections.  Unless consented to or directed\nby the Administrative Agent, the aggregate number of Fixed Periods for all\nCommercial Paper Rate Advances outstanding at any one time hereunder shall not\nexceed 25, it being understood that if necessary to match the funding\nrequirements of a Conduit Lender, any Commercial Paper Rate Advance may be\ndivided into portions having different Fixed Periods.\n\n          SECTION 2.7   INTEREST RATE PROTECTION.\n\n          (1)    If, with respect to any Eurodollar Rate Advances, the Liquidity\nLenders or Non-contingent Lenders collectively holding greater than 50% of the\noutstanding principal amount of Eurodollar Rate Advances, or in the event that\nno Eurodollar Rate Advances are then outstanding, then the Liquidity Lenders or\nNon-contingent Lenders collectively holding greater than 50% of the Total\nCommitment Amount notify the Administrative Agent that they have determined\n(which determination shall be conclusive and binding upon the Borrower) that by\nreasons of circumstances affecting the interbank Eurodollar market either\nadequate and reasonable means do not exist for \n\n\n                                    -10-\n\n\nascertaining the Adjusted Eurodollar Rate applicable pursuant to SECTION \n2.06(a)(ii) or that the applicable Adjusted Eurodollar Rate will not \nadequately and fairly reflect the cost to such Lenders of making, funding or \nmaintaining their respective Eurodollar Rate Advances, the Administrative \nAgent shall forthwith so notify the Borrower and the Lenders, whereupon\n\n                 (1)    each Eurodollar Rate Advance, to the extent not then\n     repaid, will automatically, on the last day of the then existing Interest\n     Period therefor, Convert into a Base Rate Advance, and\n\n                 (2)    the obligation of the Lenders to make or to Continue, or\n     to Convert Advances into, Eurodollar Rate Advances shall be suspended until\n     the Administrative Agent shall notify the Borrower and the Lenders that the\n     circumstances causing such suspension no longer exist.\n\n          (2)    On the date on which the aggregate unpaid principal amount of\nAdvances constituting any Borrowing shall be reduced, by payment or prepayment\nor otherwise, to less than $5,000,000, such Advances shall, if they constitute\nEurodollar Rate Advances, automatically Convert into Base Rate Advances, and on\nand after such date the right of the Borrower to Convert such Advances into\nAdvances of a Type other than Base Rate Advances shall terminate unless such\nAdvances are combined with the Advances constituting another Borrowing, as\ncontemplated by SECTION 2.08(a), with the result that the aggregate unpaid\nprincipal balance of all the Advances so combined equals or exceeds $5,000,000.\n\n          (3)    If and to the extent that, with respect to a Commercial Paper\nRate Advance from a Conduit Lender, such Conduit Lender shall for any reason\nprior to the end of the Fixed Period applicable to such Commercial Paper Rate\nAdvance (i) assign such Advance or a portion thereof pursuant to a Support\nFacility to a Liquidity Lender for such Conduit Lender, or (ii) cease for any\nreason to fund its making or maintenance of such Advance or a portion thereof\nwith Commercial Paper Notes (including by reason of its obtaining Support\nAdvances), upon notice from such Conduit Lender to the Administrative Agent,\nsuch Commercial Paper Rate Advance, or such portion thereof shall automatically\nbe Converted into a Base Rate Advance on the effective date of such notice.\n\n          SECTION 2.8   VOLUNTARY CONVERSION AND CONTINUATION OF ADVANCES.\n\n          (1)    Prior to the Facility Maturity Date, the Borrower shall have\nthe option with respect to any outstanding Advance (other than any Advance which\nis part of a Designated Series Borrowing whose Designated Series Maturity Date\nhas occurred), (i) to Convert all or any portion thereof which constitutes Base\nRate Advances to Eurodollar Rate Advances on any Interest Payment Date; (ii) to\nConvert all or any portion of any outstanding Eurodollar Rate Advances to Base\nRate Advances upon the expiration date of the Interest Period applicable to such\nEurodollar Rate Advances; or (iii) to Continue all or any portion of such\nEurodollar Rate Advances as Eurodollar Rate Advances upon the expiration of the\nInterest Periods applicable to any outstanding Eurodollar Rate Advances.  In\naddition, prior to the Facility Maturity Date the Borrower shall have the option\nwith respect any outstanding Advance (other than any Advance which is a part of\na Designated \n\n\n                                    -11-\n\n\nSeries Borrowing whose Designated Series Maturity Date has occurred) owed to \na Conduit Lender (i) to Convert all or any portion thereof which constitutes \na Base Rate Advance to a Commercial Paper Rate Advance upon any Business Day; \nor (ii) to Convert all or any portion thereof which constitutes a Eurodollar \nRate Advance to a Commercial Paper Rate Advance upon the expiration date of \nthe Interest Period applicable to such Eurodollar Rate Advance; PROVIDED that \nno such Advance may be Converted to a Commercial Paper Rate Advance pursuant \nto this sentence if such Conduit Lender shall have given the Administrative \nAgent a notice (which has not been withdrawn by further notice to the \nAdministrative Agent) that it has ceased to (or will not) for any reason fund \nits making or maintenance of such Advances or a portion thereof with \nCommercial Paper Notes (including by reason of its obtaining Support \nAdvances). Notwithstanding the foregoing, (i) the Borrower shall in no event \nConvert or Continue all or any portion of any Advance unless each other \nAdvance of the same Type comprised by the Borrowing that includes that \nAdvance is correspondingly Converted or Continued, as applicable; PROVIDED \nthat Advances owed to a Conduit Lender may be Converted to Commercial Paper \nRate Advances although other Advances of the same Type and comprising the \nsame Borrowing owed to Lenders which are not Conduit Lenders are not \ncorrespondingly Converted, and (ii) an Advance which is required to be \nconverted pursuant to SECTION 2.07(c) may not later be Converted into or \nContinued as a Eurodollar Rate Advance if the Interest Period applicable \nthereto would end after the date on which such repayment is required to be \nmade.  The Borrower's right to Convert or Continue Advances pursuant to this \nSECTION 2.08 shall be understood to include the right (i) to divide any \nBorrowing into two or more Borrowings having aggregate principal equal to the \nprincipal of such Borrowing or (ii) to combine any two or more Borrowings \ninto a single Borrowing having principal equal to the aggregate principal of \nsuch Borrowings.  If, after giving effect to any combination or division of \nBorrowings as contemplated by this SECTION 2.08(a), the aggregate unpaid \nprincipal amount of the Advances constituting a Borrowing is less than \n$5,000,000, those Advances may not be Converted into or Continued as \nEurodollar Rate Advances.\n\n          (2)    To Convert or Continue any Advance under SECTION 2.08(a), the\nBorrower shall deliver a Notice of Conversion\/Continuation to the Administrative\nAgent not later than 4:00 p.m. (New York City time) on (i) the third Business\nDay prior to the date of the proposed Conversion\/Continuation if such Advance is\nto be Converted into or Continued as a Eurodollar Rate Advance or if the Advance\nis to be Converted from a Eurodollar Advance into any other Type of Advance, and\n(ii) the Business Day prior to the date of the proposed Conversion\/Continuation\nin any other case.  If a Notice of Conversion\/Continuation is transmitted by\ntelecopy, the Borrower shall promptly provide written confirmation thereof to\nthe Administrative Agent.  If the Administrative Agent receives such a Notice of\nConversion\/Continuation at or before 4:00 p.m. on a Business Day, it shall\nprovide each Lender with a copy thereof on such Business Day, and otherwise it\nshall provide each Lender with a copy thereon on the following Business Day. \nEach Notice of Conversion\/Continuation shall be in the form attached hereto as\nEXHIBIT C and shall specify (i) the date of such proposed \nConversion\/Continuation (which shall be a Business Day), (ii) the Advances to be\nConverted and\/or Continued, (iii) the principal amount of the Advances to be\nConverted and\/or Continued, and (iv) whether such Advance is to be Converted or\nContinued.  Any Notice of Conversion\/Continuation shall be irrevocable, and the\nBorrower shall be bound to Convert or to Continue the Advances in accordance\ntherewith.  If the Borrower shall fail to deliver a Notice of\n\n\n                                    -12-\n\n\nConversion\/Continuation to the Administrative Agent as aforesaid with respect to\nany Type of Advance, such Advance shall automatically be Continued as the same\nType of Advance if otherwise permitted by this Agreement on the last day of the\nthen existing Interest Period therefor or if, not permitted to be so Continued,\nshall automatically Convert to a Base Rate Advance on such date.\n\n          (3)    Notwithstanding any provision of SECTION 2.08(b) to the\ncontrary, the Administrative Agent may, in its sole discretion, accept and act\nwithout liability upon the basis of a telephonic notice of\nConversion\/Continuation (which notice shall be irrevocable and shall be promptly\nconfirmed by a written Notice of Conversion\/Continuation sent by facsimile)\nbelieved by the Administrative Agent in good faith to be from an Authorized\nOfficer of the Borrower.  The Administrative Agent's records regarding the terms\nof such telephone notice of such borrowing shall be presumptively correct absent\nmanifest error.  The fact that the Administrative Agent may so act in any\ncircumstance shall not be deemed a waiver of compliance with the procedures of\nSECTION 2.08(b) in any other circumstance.\n\n          SECTION 2.9   FEES.  The Borrower agrees to pay to the Administrative\nAgent those fees set forth in the Fee Letter in accordance with the terms\nthereof, subject to the provisions of the Subordination Agreement and Article IX\nhereof.\n\n          SECTION 2.10  EXTENSIONS OF COMMITMENT EXPIRATION DATE.  If the\nBorrower desires the Commitment Expiration Date to be extended for an additional\nyear, the Borrower shall so notify the Administrative Agent in writing not more\nthan 60 days nor less than 30 days prior to the then effective Commitment\nExpiration Date.  The Administrative Agent shall promptly give a copy of such\nrequest to each Committed Lender.  If during the 30 days following receipt of\nsuch request, each Committed Lender shall agree in writing to such requested\nextension of the Commitment Expiration Date, then, unless the Borrower shall\nhave determined not to accept such extension prior to the then effective\nCommitment Expiration Date, the Commitment Expiration Date shall be so extended.\nIf any Committed Lender shall not notify the Administrative Agent of its\ndecision with respect to any such request within 30 days of receipt of such\nrequest, then such Lender shall be deemed to have declined to extend the\nCommitment Expiration Date.\n\n          SECTION 2.11  INCREASED COSTS; INCREASED CAPITAL.\n\n          (1)    In the event that any Lender shall have reasonably determined\nthat any Regulatory Change shall:\n\n                 (1)    subject such Lender to any Taxes of any kind whatsoever,\n     other than Excluded Taxes, with respect to this Agreement, its Commitment\n     or its Advances, or change the basis of taxation of payments in respect\n     thereof; or\n\n                 (2)    impose, modify or hold applicable any reserve, special\n     deposit, compulsory loan, assessment, increased cost or similar requirement\n     against assets held by, deposits or other liabilities in or for the account\n     of, advances, loans or other extensions of credit by, or any other\n     acquisition of funds by, such Lender or any office of such Lender in\n\n\n                                    -13-\n\n\n     respect of its Commitment or Advances and which, in the case of Eurodollar\n     Advances, is not otherwise included in the determination of the Adjusted\n     Eurodollar Rate,\n\nand the result of any of the foregoing is to increase the cost to such Lender,\nby an amount which such Lender deems to be material, of maintaining its\nCommitment or of making, renewing, Converting, Continuing or maintaining its\nAdvances or to reduce any amount receivable in respect thereof, THEN, in any\nsuch case, after submission by such Lender to the Administrative Agent of a\nwritten request therefor and the submission by the Administrative Agent to the\nBorrower of such written request therefor, subject to the provisions of the\nSubordination Agreement and Article IX hereof, the Borrower shall pay to the\nAdministrative Agent for the account of such Lender any additional amounts\nnecessary to compensate such Lender for such increased cost or reduced amount\nreceivable.\n\n          (2)    In the event that any Lender shall have determined that any\nRegulatory Change regarding capital adequacy has the effect of reducing the rate\nof return on such Lender's capital or on the capital of any Person directly or\nindirectly owning or controlling such Lender as a consequence of its obligations\nhereunder or its maintenance of its Commitment or its making, renewing,\nConverting, Continuing or maintaining its Advances to a level below that which\nsuch Lender or such Person could have achieved but for such Regulatory Change\n(taking into consideration such Lender's or such Person's policies with respect\nto capital adequacy) by an amount deemed by such Lender or such Person to be\nmaterial, THEN, from time to time, after submission by such Lender to the\nAdministrative Agent of a written request therefor and submission by the\nAdministrative Agent to the Borrower of such written request therefor, subject\nto the provisions of the Subordination Agreement and Article IX hereof, the\nBorrower shall pay to the Administrative Agent for the account of such Lender\nsuch additional amount or amounts as will compensate such Lender or such Person,\nas the case may be, for such reduction.\n\n          (3)    Each Lender agrees that it shall use its reasonable efforts to\nreduce or eliminate any claim for compensation pursuant to this SECTION 2.11,\nincluding but not limited to designating a different Applicable Lending Office\nfor its Advances (or any interest therein) if such designation will avoid the\nneed for, or reduce the amount of, any increased amounts referred to in this\nSECTION 2.11 and will not, in the opinion of such Lender, be unlawful or\notherwise disadvantageous to such Lender or inconsistent with its policies or\nresult in an unreimbursed cost or expense to such Lender or in an increase in\nthe aggregate amount payable under both this SECTION 2.11 or under SECTION 2.12.\n\n          (4)    Each Lender claiming increased amounts described in this\nSECTION 2.11 will furnish to the Administrative Agent (together with its request\nfor compensation) a certificate prepared in good faith setting forth the basis\nand the amount of each request by such Lender for any such increased amounts\nreferred to in this SECTION 2.11.  Any such certificate shall be conclusive\nabsent manifest error, and the Administrative Agent shall deliver a copy thereof\nto the Borrower.  Failure on the part of any Lender to demand compensation for\nany amount pursuant to this SECTION 2.11 with respect to any period shall not\nconstitute a waiver of such Lender's right to demand compensation with respect\nto such period.  All such amounts shall be due and payable to the Administrative\nAgent on behalf of such Lender or for its own account, as the case may be,\nwithin \n\n\n                                    -14-\n\n\nfive Business Days following receipt by the Borrower of such certificate (or, \nif earlier, on the Designated Series Maturity Date or the Facility Maturity \nDate or when earlier required to be paid as provided herein).\n\n          SECTION 2.12  TAXES.\n\n          (1)    All payments made to the Lenders or the Administrative Agent\nunder this Agreement and the Lender Notes and the other Transaction Documents\nshall, to the extent allowed by law, be made free and clear of, and without\ndeduction or withholding for or on account of, any present or future income,\nstamp or other taxes, levies, imposts, duties, charges, fees, deductions or\nwithholdings, now or hereafter imposed, levied, collected, withheld or assessed\nby any Governmental Authority (collectively, \"TAXES\"), excluding income taxes,\nfranchise taxes imposed in lieu of income taxes or any other taxes based on or\nmeasured by the overall net income of the Lender or its Applicable Lending\nOffice or the Administrative Agent (as the case may be) by the jurisdiction in\nwhich such Lender or the Administrative Agent (as the case may be) is\nincorporated or has its principal place of business or such Applicable Lending\nOffice (such excluded taxes being herein called \"EXCLUDED TAXES\").  If any\nTaxes, other than Excluded Taxes, are required to be withheld from any amounts\npayable to a Lender or the Administrative Agent hereunder or under any Lender\nNote or other Transaction Document, THEN after submission by any Lender to the\nAdministrative Agent (in the case of an amount payable to a Lender) and by the\nAdministrative Agent to the Borrower of a written request therefor, the amounts\nso payable to such Lender or the Administrative Agent, as applicable, shall be\nincreased, and, subject to the provisions of the Subordination Agreement and\nArticle IX hereof, the Borrower shall be liable to pay to the Administrative\nAgent for the account of such Lender or for its own account, as applicable, the\namount of such increase, to the extent necessary to yield to such Lender or the\nAdministrative Agent, as applicable (after payment of all such Taxes) interest\nor any such other amounts payable hereunder or thereunder at the rates or in the\namounts specified herein or therein; PROVIDED, HOWEVER, that the amounts so\npayable to such Lender or the Administrative Agent shall not be increased\npursuant to this SECTION 2.12(a) to the extent such requirement to withhold\nresults from the failure of such Person to comply with SECTION 2.12(c). \nWhenever any Taxes are payable on or with respect to amounts payable to a Lender\nor the Administrative Agent, as promptly as possible thereafter the Borrower\nshall send to the Administrative Agent, on behalf of such Lender (if\napplicable), a certified copy of an original official receipt showing payment\nthereof.  If the Borrower fails to pay any Taxes when due to the appropriate\ntaxing authority or fails to remit to the Administrative Agent, on behalf of\nitself or such Lender (as applicable), the required receipts or other required\ndocumentary evidence, the Borrower shall, subject to the provisions of the\nSubordination Agreement and Article IX hereof, pay to the Administrative Agent\non behalf of such Lender or for its own account, as applicable, any incremental\ntaxes, interest or penalties that may become payable by such Lender or the\nAdministrative Agent, as applicable, as a result of any such failure. \n\n          (2)    A Lender claiming increased amounts under SECTION 2.12(a) for\nTaxes paid or payable by such Lender will furnish to the Administrative Agent a\ncertificate prepared in good faith setting forth the basis and amount of each\nrequest by such Lender for such Taxes, and the Administrative Agent shall\ndeliver a copy thereof to the Borrower.  The Administrative Agent \n\n\n                                    -15-\n\n\nclaiming increased amounts under SECTION 2.12(a)  for its own account for \nTaxes paid or payable by the Administrative Agent will furnish to the \nBorrower a certificate prepared in good faith setting forth the basis and \namount of each request by the Administrative Agent for such Taxes. Any such \ncertificate of a Lender or the Administrative Agent shall be conclusive \nabsent manifest error.  Failure on the part of any Lender or the \nAdministrative Agent to demand additional amounts pursuant to SECTION 2.12(a) \nwith respect to any period shall not constitute a waiver of the right of such \nLender or the Administrative Agent, as the case may be, to demand \ncompensation with respect to such period.  All such amounts shall be due and \npayable to the Administrative Agent on behalf of such Lender or for its own \naccount, as the case may be, on the later of (i) the date five Business Days \nfollowing receipt by the Borrower of such certificate (or, if earlier, on the \nSeries Maturity Date or on the Facility Maturity Date or when earlier \nrequired to be paid as provided herein) and (ii) the earliest date permitted \nunder the provisions of the Subordination Agreement and Article IX hereof.\n\n          (3)    The Administrative Agent and each Lender that is not a United\nStates person (as such term is defined in Section 7701(a)(30) of the Code) for\nFederal income tax purposes shall, to the extent that it may then do so under\napplicable laws and regulations, deliver to the Borrower (with, in the case of\neach Lender, a copy to the Administrative Agent) (i) within 15 days after the\ndate hereof, or, if later, the date on which such Lender becomes a Lender\npursuant to SECTION 8.06 hereof, two (or such other number as may from time to\ntime be prescribed by applicable laws or regulations) duly completed copies of\nIRS Form 4224 or Form 1001 (or any successor forms or other certificates or\nstatements which may be required from time to time by the relevant United States\ntaxing authorities or applicable laws or regulations), as appropriate, to permit\nthe Borrower to make payments hereunder for the account of such Lender or the\nAdministrative Agent, as the case may be, without deduction or withholding of\nUnited States federal income or similar taxes and (ii) upon the obsolescence of\nor after the occurrence of any event requiring a change in, any form or\ncertificate previously delivered pursuant to this SECTION 2.12(c), copies (in\nsuch numbers as may be from time to time be prescribed by applicable laws or\nregulations) of such additional, amended or successor forms, certificates or\nstatements as may be required under applicable laws or regulations to permit the\nBorrower and the Administrative Agent to make payments hereunder for the account\nof such Lender or the Administrative Agent, as the case may be, without\ndeduction or withholding of United States federal income or similar taxes.\n\n          (4)    In addition, subject to the provisions of the Subordination\nAgreement and Article IX hereof, the Borrower agrees to pay any present or\nfuture stamp or documentary taxes or any other excise or property taxes, charges\nor similar levies that arise from any payment made hereunder or from the\nexecution, delivery or registration of, or otherwise with respect to, this\nAgreement or any Lender Note or other Transaction Document.\n\n          SECTION 2.13  PAYMENTS AND COMPUTATIONS.\n\n          (1)    The Borrower shall make each payment hereunder, not later than\n1:30 p.m. (New York City time) on the day when due by wire transfer in Dollars\nand in immediately available funds, without set-off or counterclaim, to the\nAdministrative Agent at its account maintained at the office of Bank of New\nYork, New York, New York, ABA No. 021-000-018, to Account No. 890-\n\n\n                                    -16-\n\n\n038-6673, Account Name:  Greenwich ISS\/RED, Attention: Aimee Sevilla, \nReference: AmeriCredit RCCA Facility, with telephone notice (including wire \nnumber) to the Asset Finance Department of the Administrative Agent \n(telephone number (212) 325-9075), or such other account as the Administrative\nAgent shall designate in writing to the Borrower.  Subject to the provisions \nof the Subordination Agreement and Article IX hereof, promptly upon receipt \nthereof by the Administrative Agent, each payment of principal on the \nBorrowings shall be remitted by the Administrative Agent in like funds as \nreceived to each Lender for the account of its Applicable Lending Office PRO \nRATA in accordance with SECTION 2.05 or, in the case of payments received in \nrespect of the Facility Maturity Date or at any time thereafter, PRO RATA \naccording to the aggregate outstanding principal balance of the Advances owed \nto the Lenders.  Subject to the provisions of the Subordination Agreement and \nArticle IX hereof, promptly upon receipt thereof by the Administrative Agent, \neach payment of interest on the Borrowings shall be remitted by the \nAdministrative Agent in like funds as received to each Lender for the account \nof its Applicable Lending Office PRO RATA in accordance with the aggregate \namount of unpaid interest owed to each of the Lenders.  Subject to the \nprovisions of the Subordination Agreement and Article IX hereof, promptly \nupon receipt thereof by the Administrative Agent, each payment of Facility \nFees, Commitment Fees or other fees shall be remitted by the Administrative \nAgent in like funds as received to each Lender entitled thereto for the \naccount of its Applicable Lending Office, PRO RATA according to the amount \nthereof owed to each such Lender.  Upon its acceptance of an Assignment and \nAssumption from and after the \"Transfer Effective Date\" specified in such \nAssignment and Assumption, the Administrative Agent shall make all payments \nhereunder in respect of the interest assigned thereby to the Lender's \nassignee thereunder, for the account of its Applicable Lending Office, and \nthe parties to such Assignment and Assumption shall make all appropriate \nadjustments in such payments for periods prior to such effective date \ndirectly between themselves.\n\n          (2)    Whenever any payment hereunder shall be stated to be due on a\nday other than a Business Day, such payment shall be made on the next succeeding\nBusiness Day, and such extension of time shall in such case be included in the\ncomputation of payment of interest or any fee payable hereunder, as the case may\nbe, PROVIDED, HOWEVER, that, if such extension would cause payment of interest\non or principal of Eurodollar Rate Advances to be made in the next following\nmonth, such payment shall be made on the immediately preceding Business Day.\n\n          (3)    All computations of fees shall be made by the Administrative\nAgent on the basis of a year of 360 days, in each case for the actual number of\ndays (including the first day but excluding the last day) occurring in the\nperiod for which such fee is payable. \n\n          SECTION 2.14  INDEMNIFICATION FOR LOSS.  Notwithstanding anything\ncontained herein to the contrary, (i) if the Borrower shall fail to borrow an\nAdvance after it has requested such Advance as a Eurodollar Rate Advance or a\nCommercial Paper Rate Advance pursuant to SECTION 2.02 or shall fail to Convert\nor Continue an Advance after it shall have given notice to do so in which it\nshall have requested a Eurodollar Rate Advance or a Commercial Paper Rate\nAdvance pursuant to SECTION 2.08, (ii) if a Eurodollar Rate Advance shall be\nterminated for any reason prior to the last day of the Interest Period\napplicable thereto (including by reason of its Conversion), (iii) if a\nCommercial Paper Rate Advance shall be terminated for any reason prior to the\nlast day of any Fixed \n\n\n                                    -17-\n\n\nPeriod applicable thereto (including by reason of the Conversion thereof \npursuant to SECTION 2.07(c)), (iv) if any repayment or prepayment of the \nprincipal amount of a Eurodollar Rate Advance is made for any reason on a \ndate which is prior to the last day of the Interest Period applicable \nthereto, or (v) if any repayment or prepayment of the principal amount of a \nCommercial Paper Rate Advance is made for any reason on a date which is prior \nto the last day of any Fixed Period applicable thereto, THEN, subject to the \nprovisions of the Subordination Agreement and Article IX hereof, in any such \ncase the Borrower agrees to indemnify each affected Lender against, and to \npromptly pay, on the later of the date of demand and the earliest date \npermitted under the provisions of the Subordination Agreement and Article IX \nhereof, directly to such Lender the amount equal to any loss or reasonable \nout-of-pocket expense suffered by such Lender as a result of such failure to \nborrow, Convert or Continue, or such termination, repayment or prepayment, \nincluding (A) in the case of a Eurodollar Rate Advance, any loss, cost or \nexpense suffered by such Lender in liquidating or employing deposits acquired \nto fund or maintain the funding of such Eurodollar Rate Advance, or \nredeploying funds prepaid or repaid, in amounts which correspond to its such \nEurodollar Rate Advance, (B) in the case of a Commercial Paper Rate Advance, \nany loss, cost or expense suffered by such Lender by reason of its issuance \nof Commercial Paper Notes or its incurrence of other obligations allocated by \nsuch Lender to its funding or the maintenance of its funding of such \nCommercial Paper Rate Advance, or redeploying funds prepaid or repaid, in \namounts which correspond to such Commercial Paper Rate Advance, and (C) in \neither case any internal processing charge customarily charged by such Lender \nin connection therewith.  At the election of such Lender, and without \nlimiting the generality of the foregoing, but without duplication, such \ncompensation on account of losses may include an amount equal to (A) the \nexcess of (i) the interest that would have been received from the Borrower \nunder this Agreement on any amounts to be reemployed during an Interest \nPeriod or Fixed Period, as applicable, or its remaining portion over (ii) in \nthe case of a Eurodollar Rate Advance, the interest component of the return \nthat such Lender determines it could have obtained had it placed such amount \non deposit in the interbank eurodollar market selected for a period equal to \nthe applicable Interest Period or its remaining portion or, (B) in the case \nof a Commercial Paper Rate Advance, the aggregate interest cost incurred by \nsuch Lender (inclusive of dealer fees) in respect of Commercial Paper Notes \nor other obligations allocated by such Lender to its funding or the maintenance\nof its funding of such Commercial Paper Rate Advance through the end of an \napplicable Fixed Period.  Astatement setting forth in reasonable detail the \ncalculations of any additional amounts payable pursuant to this Section \nsubmitted by a Lender or the Administrative Agent, as the case may be, to the \nBorrower shall be conclusive absent manifest error.\n\n          SECTION 2.15  ILLEGALITY.  Notwithstanding any other provision of this\nAgreement, if any Lender shall notify the Administrative Agent that any\nRegulatory Change makes it unlawful, or any central bank or other governmental\nauthority asserts that it is unlawful, for any Lender or its Applicable Lending\nOffice to perform its obligations hereunder to make Eurodollar Rate Advances or\nto fund or maintain Eurodollar Rate Advances hereunder, then (a) as of the\neffective date of such notice the obligation of such Lender to make or to\nContinue, or to Convert Advances into, Eurodollar Rate Advances shall be\nsuspended until such Lender shall notify the Administrative Agent, the Borrower\nand the other Lenders that the circumstances causing such suspension no longer\nexist and (b) each Eurodollar Rate Advance of such Lender shall be Converted\ninto a Base Rate Advance either (i) on the last day of such Interest Period if\nsuch Lender may lawfully continue to maintain \n\n\n                                    -18-\n\n\nand fund such Advance to the last day of the Interest Period applicable to \nsuch Eurodollar Rate Advance on the effective date of such notice, or (ii) on \nthe effective date of such notice, if such Lender shall determine that it may \nnot lawfully continue to maintain and fund such Advance to the end of the \nthen current Interest Period. Notwithstanding any provision herein to the \ncontrary, until such affected Lender shall give the rescinding notice \ndescribed in clause (a) above, any Advance made by such Lender, whether in \nconnection with a new Borrowing or the Conversion of an existing Borrowing, \nshall be a Base Rate Advance, notwithstanding that each other Advance \ncomprised by such Borrowing may be a Eurodollar Rate Advance.\n\n          SECTION 2.16  OPTION TO FUND.  Each Lender has indicated that, if the\nBorrower requests a Eurodollar Rate Advance, such Lender may wish to purchase\none or more deposits in order to fund or maintain its funding of its Lending\nPercentage of such Eurodollar Rate Advance during the Interest Period with\nrespect thereto; it being understood that the provisions of this Agreement\nrelating to each such funding, if any, are included only for the purpose of\ndetermining the rate of interest to be paid on such Eurodollar Rate Advance and\nany amounts owing under SECTIONS 2.11 and 2.14.  Each Lender shall be entitled\nto fund and maintain its funding of all or any part of each Eurodollar Advance\nin any manner such Lender sees fit, but all such determination under SECTIONS\n2.11 and 2.14 shall be made as if each Lender had actually funded and maintained\nits funding of its Lending Percentage of such Eurodollar Advance during the\napplicable Interest Period, in each case through the purchase of deposits in an\namount equal to the amount of its Lending Percentage of such Eurodollar Advance\nand having a maturity corresponding to such Interest Period.\n\n          SECTION 2.17  SHARING OF PAYMENTS, ETC.  Subject to the provisions of\nthe Subordination Agreement and Article IX hereof, if any Lender shall obtain\nany payment (whether voluntary or involuntary) on account of the Advances made\nby it (other than pursuant to Sections 2.11, 2.12 or 2.14) in excess of its\nratable share of payments on account of the Advances obtained by all the\nLenders, such Lender shall forthwith (i) notify each of the other Lenders of\nsuch receipt and (ii) purchase from the other Lenders for cash such\nparticipation in the Advances made by them as shall be necessary to cause such\npurchasing Lender to share the excess payment ratably with each of them;\nPROVIDED, HOWEVER, that, if all or any portion of such excess payment is\nthereafter recovered from such purchasing Lender, such purchase from each Lender\nshall be rescinded and such Lender shall repay to the purchasing Lender the\npurchase price to the extent of such recovery together with an amount equal to\nsuch Lender's ratable share (according to the proportion of (i) the amount of\nsuch Lender's required repayment to (ii) the total amount so recovered from the\npurchasing Lender) of any interest or other amount paid or payable by the\npurchasing Lender in respect of the total amount so recovered.  The Borrower\nagrees that any Lender so purchasing a participation from another Lender\npursuant to this SECTION 2.17 may, to the fullest extent permitted by law and\nthe provisions of the Subordination Agreement and Article IX hereof, exercise\nall its rights of setoff with respect to such participation as fully as if such\nLender were the direct creditor of the Borrower in the amount of such\nparticipation.\n\n          SECTION 2.18  ADMINISTRATIVE AGENT'S RECORDS.  The Administrative\nAgent's records regarding the amount of each Borrowing, each payment by the\nBorrower of principal and \n\n\n                                    -19-\n\n\ninterest on the Borrowings and other information relating to the Borrowings \nshall be presumptively correct absent manifest error.\n\n                                     ARTICLE IIA\n                                       GUARANTY\n\n     SECTION 2A.01      GUARANTY OF PAYMENT AND PERFORMANCE.  Each Contingent\nObligor hereby, jointly and severally, guarantees to the Administrative Agent\n(on behalf of the Lenders) the full and punctual payment when due (whether at\nmaturity, by acceleration or otherwise) of the Advances, and the performance, of\nall liabilities, agreements and other obligations of the Borrower to the\nAdministrative Agent, the Lender Collateral Agent (on behalf of itself and the\nLenders) and to each of the Lenders under the Transaction Documents, whether\ndirect or indirect, absolute or contingent, due or to become due, secured or\nunsecured, now existing or hereafter arising or acquired (collectively, the\n\"GUARANTEED OBLIGATIONS\").  The guaranty provided hereunder is an absolute,\nunconditional and irrevocable guaranty of the full and punctual payment and\nperformance of the Guaranteed Obligations and not of their collectibility only\nand is in no way conditioned upon any requirement that the Administrative Agent\nor any Lender first attempt to collect any of the Guaranteed Obligations from\nthe Borrower or resort to any security or other means of obtaining their\npayment.  Should the Borrower default in the payment or performance of any of\nthe Guaranteed Obligations, the obligations with respect to the payment or\nperformance in default of each Contingent Obligor hereunder shall become\nimmediately due and payable to the Administrative Agent (on behalf of the\nLenders), without demand or notice of any nature, all of which are expressly\nwaived by each Contingent Obligor.  Payments by the Contingent Obligors\nhereunder may be required by the Administrative Agent (on behalf of the Lenders)\non any number of occasions.\n\n     SECTION 2A.02      CONTINGENT OBLIGOR'S AGREEMENT TO PAY.  (a) Each\nContingent Obligor hereby, jointly and severally, as the principal obligor and\nnot as a guarantor, agrees to pay to the Administrative Agent (on behalf of the\nLenders) the full amount of any Advances and any other amount owing hereunder\nthat remains outstanding, and to perform all other liabilities, agreements and\nother obligations of the Borrower to the Administrative Agent, the Lender\nCollateral Agent (on behalf of itself and the Lenders) and to each of the\nLenders under the Transaction Documents, whether direct or indirect, absolute or\ncontingent, secured or unsecured, now existing or hereafter arising or acquired,\nthat does not become due hereunder solely pursuant to the operation of the\nprovisions of the Subordination Agreement and Article IX hereof (collectively,\nthe \"DEFERRED OBLIGATIONS\") and agrees to make such payment or render such\nperformance on the date such Deferred Obligation would have become due but for\nthe operation of the provisions of the Subordination Agreement and Article IX\nhereof.  (The Guaranteed Obligations and the Deferred Obligations are referred\nto collectively herein as the \"CONTINGENT OBLIGATIONS\").\n\n     (b)  Each Contingent Obligor agrees, jointly and severally, as the\nprincipal obligor and not as a guarantor only, to pay to the Administrative\nAgent, on demand, all reasonable costs and expenses (including court costs and\nreasonable legal expenses) incurred or expended by the Administrative Agent in\nconnection with enforcement of the obligations of any of the Contingent \n\n\n                                    -20-\n\n\nObligors under this Article IIA and under Sections 2.05(d) and 6.02, together \nwith interest on amounts recoverable under Sections 2.05(d) and 6.02 and \nunder the guaranty and primary obligation to pay provided pursuant to this \nArticle IIA from the time such amounts become due until payment, at the rate \nper annum equal to 5% plus the Alternate Base Rate in effect from time to \ntime; PROVIDED that, if such interest exceeds the maximum amount permitted to \nbe paid under applicable law, then such interest shall be reduced to such \nmaximum permitted amount.\n\n     SECTION 2A.03.     LIMITED GUARANTY.   Notwithstanding any other provisions\nunder this Agreement, the aggregate liability of the Contingent Obligors\nhereunder with respect to (a) the Contingent Obligations with respect to the\nprincipal amount of Advances, interest on Advances (other than Negative Carry)\nand Facility Fees, (b) the amounts payable by the Contingent Obligors pursuant\nto Section 2.05(e)(ii) and (c) the amounts payable by the Contingent Obligors\npursuant to Section 6.02 with respect to the principal amount of Advances,\ninterest on Advances and Facility Fees shall be limited to (i) the Guaranty\nLimit, plus (ii) without limitation as to the amounts thereof, all interest and\nother costs and expenses payable by the Contingent Obligors pursuant to SECTION\n2A.02(b).  The Administrative Agent's, the Lender Collateral Agent's, the RCCA\nAgent's or the Lenders' dealings with the Borrower need not be limited to any\nparticular sum notwithstanding any limitation herein upon the liability of the\nContingent Obligors.\n\n                                      ARTICLE 3\n                                 CONDITIONS PRECEDENT\n\n          SECTION 3.1   CONDITION PRECEDENT TO THE EFFECTIVENESS OF THIS\nAGREEMENT.  The following constitute conditions precedent to the effectiveness\nof the Commitments of the Lenders and the right of the Borrower to request, and\nthe obligations of the Lenders to make, Advances under this Agreement:\n\n          (1)    REPRESENTATIONS AND WARRANTIES.  On the Effective Date and\nafter giving effect to any Borrowings on such date, all representations and\nwarranties of the Contingent Obligors contained herein or in any Transaction\nDocument or otherwise made by it in writing pursuant to any of the provisions\nhereof or thereof shall be true and correct in all material respects with the\nsame force and effect as though such representations and warranties had been\nmade on and as of such date.\n\n          (2)    NO DEFAULTS.  On the Effective Date and after giving effect to\nany Borrowings on such date, no Event of Early Termination, Event of Early\nAmortization, Default or Event of Default shall have occurred.\n\n          (3)    NOTES.  The Borrower shall have duly executed and delivered,\nand each Lender shall have received, a Lender Note in accordance with SECTION\n2.01(B).\n\n          (4)    SECURITY AGREEMENT, RCCA AGREEMENT, ETC.  The parties thereto\nshall have duly entered into the Security Agreement, the Subordination Agreement\nand the RCCA Agreement, each in form and substance satisfactory to the\nAdministrative Agent and each Lender; the \n\n\n                                    -21-\n\n\nAdministrative Agent shall have received an executed copy thereof; and each \nLender shall have received a true and correct copy thereof.\n\n          (5)    FINANCING STATEMENTS, ETC.  The Administrative Agent shall have\nreceived evidence reasonably satisfactory to it that proper financing statements\nduly executed by the Borrower, describing the Borrower Collateral and naming the\nBorrower as debtor and the Lender Collateral Agent, on behalf of the Secured\nParties, as secured party, or other similar instruments or documents, as may be\nnecessary or, in the opinion of the Administrative Agent, the Lender Collateral\nAgent, or any Lender, desirable under the Uniform Commercial Code of all\nappropriate jurisdictions or any comparable law to perfect the security interest\ngranted under the Security Agreement in the Borrower Collateral, have been\ndelivered and, if appropriate, have been duly filed or recorded and that all\nfiling fees, taxes or other amounts required to be paid in connection therewith\nhave been paid.  The Administrative Agent shall have received evidence\nreasonably satisfactory to it that proper financing statements duly executed by\nthe Borrower, describing the RCCA Collateral and naming the Borrower as debtor\nand the RCCA Agent, as secured party, or other similar instruments or documents,\nas may be necessary or, in the opinion of the Administrative Agent or any\nLender, desirable under the Uniform Commercial Code of all appropriate\njurisdictions or any comparable law to perfect the security interest granted\nunder the RCCA Agreement in the RCCA Collateral, have been delivered and, if\nappropriate, have been duly filed or recorded and that all filing fees, taxes or\nother amounts required to be paid in connection therewith have been paid.  The\nCertificate Pledge Agreement shall provide that Bank One is holding the\ncertificates of beneficial interest in the Spread Account Depositor as agent of\nthe Lender Collateral Agent in order to perfect by possession the security\ninterest therein granted to the Lender Collateral Agent pursuant to the Security\nAgreement.\n\n          (6)    LIEN SEARCH REPORTS.  The Administrative Agent shall have\nreceived certified copies of requests for information or copies (or a similar\nsearch report certified by a party acceptable to the Administrative Agent),\ndated a date reasonably near to the Effective Date, listing all effective\nfinancing statements which name the Borrower or the Spread Account Depositor (in\neither case, under its present name and any previous name) as debtor and which\nare filed in the jurisdictions in which the statements referred to in SECTION\n3.01(e) were or are to be filed, together with copies of such financing\nstatements (none of which, other than financing statements naming the collateral\nagent specified in the Spread Account Agreement for the benefit of the\napplicable Designated Series Insurers and the related secured parties or\nevidencing Permitted Liens, shall cover any of the Borrower Collateral or the\nRCCA Collateral).\n\n          (7)    CREDIT SUPPORT AGREEMENT.  Credit Suisse First Boston, New York\nBranch, as agent, shall have entered into a Credit Support Agreement on behalf\nof the Conduit Lenders, and the Liquidity Lenders with respect to the Advances\nproposed to be made hereunder and each company providing credit support\nthereunder (each a \"CREDIT SUPPORT PROVIDER\") shall have acknowledged that all\nconditions precedent to its provision of credit support under such agreement\nshall have been satisfied.\n\n\n                                    -22-\n\n\n          (8)    OTHER TRANSACTION DOCUMENTS.  Each other Transaction Document\nnot otherwise referred to in this SECTION 3.01 shall have been duly executed and\ndelivered by the parties thereto; each Lender shall have received an executed\ncopy of the Fee Letter and the Administrative Agent shall have received a copy\nof each such other Transaction Document.\n\n          (9)    EXPENSES.  The Borrower shall have paid all reasonable and\nappropriately invoiced costs and expenses of the Administrative Agent, the RCCA\nAgent, the Credit Support Providers and the Lender Collateral Agent payable by\nthe Borrower in connection with the transactions contemplated hereby including\nwithout limitation all costs and expenses associated with the negotiation and\nexecution of the Credit Support Agreement; PROVIDED HOWEVER the aggregate amount\nof fees of counsel to the Administrative Agent shall not exceed the amount set\nforth in the Fee Letter.\n\n          (10)   OTHER DOCUMENTS.  The Administrative Agent and each Lender\nshall have received the following, each dated as of the Effective Date or as\notherwise permitted below:\n\n                 (1)    A certificate of the Secretary of State of Nevada dated\n     on or within  20 Business Days prior to the Effective Date as to the legal\n     existence and good standing of the Borrower, together with a copy of the\n     Borrower's certificate of incorporation, certified as a true and correct\n     copy by the secretary of the Borrower, each;\n\n                 (2)    A certificate of the Secretary of State of the\n     applicable jurisdiction of incorporation of each Contingent Obligor as to\n     the legal existence and good standing of such Contingent Obligor, together\n     with a copy of such Contingent Obligor's certificate of incorporation,\n     certified as a true and correct copy by such Secretary of State, each dated\n     on or within 20 Business Days prior to the Effective Date;\n\n                 (3)    A certificate of the Secretary of State of Delaware as\n     to the legal existence and good standing of the Spread Account Depositor,\n     together with a copy of the Spread Account Depositor's trust certificate,\n     certified as a true and correct copy by such Secretary of State, each dated\n     on or within 10 Business Days prior to the Effective Date;\n\n                 (4)    A certificate of an Authorized Officer of the Borrower,\n     certifying (A) the names and true signatures of the Authorized Officers of\n     the Borrower, (B) that the copy of the Bylaws of the Borrower attached\n     thereto is a complete and correct copy and that such Bylaws have not been\n     amended, modified or supplemented and are in full force and effect, and (C)\n     that the copy of the resolutions of the Board of Directors of the Borrower\n     approving the transactions contemplated by the Transaction Documents is a\n     complete and correct copy and that such resolutions are in full force and\n     effect and are the only resolutions relating to the matters contemplated by\n     the Transaction Documents;\n\n                 (5)    A certificate of an Authorized Officer of the Borrower,\n     certifying that (i) the copies of the unaudited balance sheet of the\n     Borrower for its fiscal year ended June 30, 1999, and the related\n     statements of income, shareholders' equity and cash flows for such \n\n\n                                       -23-\n\n\n\n     fiscal year attached to such certificate are complete, true and correct \n     and have been prepared in accordance with GAAP consistently applied and \n     present fairly the financial position of the Borrower as of such date \n     and the results of its operations for such period, and (ii) there have \n     been no changes since the end of the fiscal year ended June 30, 1999 in \n     the assets, liabilities, financial condition, operations, business or \n     prospects of the Borrower, other than changes in the ordinary course of \n     business the effect of which have not, in the aggregate, been materially \n     adverse to the Borrower;\n\n                 (6)    A certificate of an Authorized Officer of each\n     Contingent Obligor, certifying (A) the names and true signatures of the\n     Authorized Officers of such Contingent Obligor, (B) that the copy of the\n     Bylaws of such Contingent Obligor attached thereto is a complete and\n     correct copy and that such Bylaws have not been amended, modified or\n     supplemented and are in full force and effect, and (C) that the copy of the\n     resolutions of the Board of Directors of such Contingent Obligor approving\n     the transactions contemplated by the Transaction Documents is a complete\n     and correct copy and that such resolutions are in full force and effect and\n     are the only resolutions relating to the matters contemplated by the\n     Transaction Documents;\n\n                 (7)    A certificate of an Authorized Officer of the Spread\n     Account Depositor, certifying (A) the names and true signatures of the\n     Authorized Officers of the Spread Account Depositor and (B) that the copy\n     of the trust agreement of the Spread Account Depositor attached thereto is\n     a complete and correct copy and that such trust agreement has not been\n     amended, modified or supplemented and is in full force and effect;\n\n                 (8)    (A) A certificate from an Authorized Officer of ACC\n     certifying that (i) the copies of the audited consolidated balance sheet of\n     ACC for its fiscal year ended June 30, 1999, and the related consolidated\n     statements of income, shareholders' equity and cash flow for such fiscal\n     year attached to such certificate are complete, true and correct and have\n     been prepared in accordance with GAAP consistently applied and present\n     fairly, on a consolidated basis, the financial position of ACC and its\n     Subsidiaries (including the Borrower) as of such date and the results of\n     their operations for such period, and (ii) there have been no changes since\n     the end of the fiscal year ended on June 30, 1999 in the assets,\n     liabilities, financial condition, operations, business or prospects of ACC\n     or its Subsidiaries, other than changes in the ordinary course of business\n     the effect of which have not, in the aggregate, been materially adverse to\n     ACC and its Subsidiaries, together with (B) the Accountant's Report and\n     Procedures Report for the fiscal year ended June 30, 1999, each of which\n     shall be addressed to the Administrative Agent or accompanied by a letter\n     permitting the Administrative Agent to rely thereon;\n\n                 (9)    Certificates of the Secretary of State of Texas and,\n     except in the case of ACC, of the Secretary of State of its jurisdiction of\n     incorporation as to the qualification of the Borrower and each of the\n     Contingent Obligors to do business, and the good standing thereof, in such\n     jurisdiction and, except in the case of the Borrower, Texas, each dated on\n     or within 20 Business Days prior to the Closing Date;\n\n\n                                       -24-\n\n\n\n                 (10)   Certificates of  Authorized Officers of the Borrower and\n     the Contingent Obligors to the effect that the conditions set forth in\n     SECTIONS 3.01(a) and 3.01(b) have been satisfied;\n\n                 (11)   A certificate from each party (other than the Borrower\n     and the Lenders), in form and substance satisfactory to the Administrative\n     Agent, covering its due execution and delivery of the Transaction Documents\n     to which it is a party and the other documents executed by it in connection\n     herewith and therewith and the incumbency and specimen signatures of its\n     officers executing such documents;\n\n                 (12)   Opinions of Dewey Ballantine, Richards Layton &amp; Finger\n     and Chris Choate, Esq., counsel for the Borrower, the Spread Account\n     Depositor and the Contingent Obligors, dated the Closing Date and addressed\n     to, and reasonably satisfactory in form and substance to, the\n     Administrative Agent, the Lender Collateral Agent, each Lender and each\n     Credit Support Provider; \n\n                 (13)   An irrevocable letter of direction from the Borrower and\n     Spread Account Depositor to each Senior Lien Holder (as defined in the\n     Subordination Agreement) instructing such Senior Lien Holder to pay all\n     amounts otherwise payable to the Borrower or Spread Account Depositor to\n     the Lender Collateral Agent, identifying the Lender Collateral Agent as a\n     third party beneficiary with the right to enforce such instructions, and\n     acknowledged and agreed to by such Senior Lien Holder; and\n\n                 (14)   Such other documents, instruments, opinions and\n     certificates and completion of such other matters, as the Administrative\n     Agent may reasonably deem necessary or desirable.\n\n          SECTION 3.2   CONDITIONS PRECEDENT TO BORROWINGS, CONVERSIONS AND\nCONTINUATIONS.\n\n          (1)    The obligation of each Lender to Convert and Advance or\nContinue any Advance shall be subject to the condition precedent that on the\ndate of such Conversion or Continuation no Event of Default has occurred and is\ncontinuing.\n\n          (2)    The obligation of each Lender to make any Advance as a part of\nany Borrowing (other than as a result of a Conversion or Continuation) shall be\nsubject to the further conditions precedent that:\n\n                 (1)    The Administrative Agent shall have timely received a\n     properly completed Notice of Borrowing, executed by an Authorized Officer\n     of the Borrower;\n\n                 (2)    The Administrative Agent shall have received an\n     Officer's Certificate of ACFS and ACC stating that on the Borrowing Date\n     and after giving effect to the Borrowing on that date, all representations\n     and warranties of the Contingent Obligors \n\n\n                                       -25-\n\n\n\n     contained herein or in any Transaction Document or otherwise made by \n     them in writing pursuant to any of the provisions hereof or thereof are \n     true and correct in all material respects with the same force and effect \n     as though such representations and warranties had been made on and as of \n     such date, except to the extent that such representations and warranties \n     specifically relate to an earlier date, in which case such \n     representations and warranties were true and correct on and as of such \n     date;\n\n                 (3)    The Administrative Agent shall have received an\n     Officer's Certificate of ACFS and ACC stating that on the Borrowing Date\n     and after giving effect to the Borrowing on that date, no Event of Early\n     Termination, Event of Early Amortization, condition, event or act which\n     with notice or lapse of time or both will become an Event of Early\n     Termination, Event of Early Amortization, Default or Event of Default has\n     occurred and is continuing and that there has been no change to the\n     underwriting or servicing standards of ACFS which could cause the related\n     Series to perform materially more poorly (without giving effect to the\n     credit enhancement for such Series) or to have a materially longer term\n     than Series 1999-B;\n\n                 (4)    The Administrative Agent shall have received an\n     Officer's Certificate of ACFS and ACC stating that the RCCA Deposit\n     proposed to be funded with the proceeds of such Borrowing relates to a\n     Designated Series.\n\n                 (5)    On or before the date of such Borrowing, the\n     Administrative Agent shall have received satisfactory evidence of the\n     establishment and continued existence of each of the Spread Account and the\n     RCCA relating to the relevant Designated Series and the Administrative\n     Agent shall have received an Officer's Certificate of the Borrower stating\n     that the aggregate amount the Borrower or the Spread Account Depositor has\n     deposited or will cause to be deposited in cash before 12:00 noon on such\n     date into such Spread Account is not less than an amount (the \"REQUIRED\n     SPREAD ACCOUNT DEPOSIT\") equal to the product of the initial aggregate\n     principal amount of the securities constituting the relevant Designated\n     Series times the greater of (i) the Minimum Spread Account Percentage and\n     (ii) the percentage necessary to cause the Loss Coverage Ratio, after\n     giving effect to the Initial Spread Account Deposit, to be equal to or\n     greater than the Required Loss Coverage Ratio.\n\n                 (6)    The Administrative Agent shall have received an\n     Officer's Certificate of ACFS and ACC stating (a) that the Lender\n     Collateral Agent has a perfected security interest in the Borrower\n     Collateral, and there shall be no other security interests or Liens on the\n     Borrower Collateral other than Permitted Liens and (b) that the RCCA Agent\n     has a perfected security interest in the RCCA Collateral, including all\n     proceeds (to the extent payable to the Borrower) of the RCCA into which the\n     proceeds of such Borrowing shall be deposited, and there shall be no other\n     security interests or Liens on the RCCA Collateral, including such RCCA\n     proceeds, other than Permitted Liens;\n\n\n\n\n                                       -26\n\n\n\n                 (7)    The Designated Series shall be insured by FSA and FSA's\n     credit risk shall have been rated on a stand-alone basis at least Baa3\/BBB-\n     by Moody's and S&amp;P, respectively;\n\n                 (8)    The Administrative Agent shall have received an\n     Officer's Certificate of the Borrower stating that ACFS or another Person\n     approved in writing by the Administrative Agent is the servicer for the\n     Designated Series;\n\n                 (9)    ACFS shall have delivered a certificate to the\n     Administrative Agent certifying that as of the relevant Borrowing Date,\n     each of the relevant Series Transaction Documents is in full force and\n     effect, no party to any such document is in default of its obligations\n     thereunder, and all of the representations and warranties of the Borrower\n     set forth in such Series Transaction Documents are true and correct; \n\n                 (10)   No Credit Support Default or Credit Support Ratings\n     Event shall have occurred and no Credit Support Provider shall have\n     contested the Credit Support Agreement, unless, in any such case, the\n     related Credit Support Provider shall have been replaced; \n\n                 (11)   The Administrative Agent shall have received an\n     Officer's Certificate of ACFS and ACC stating that there shall have been no\n     changes in the assets, liabilities, financial condition, operations,\n     business or prospects of the Borrower or any of the Contingent Obligors\n     which may have a Material Adverse Effect, including without limitation the\n     performance of the receivables owned or serviced by any such party;\n\n                 (12)   At least six Business Days prior to the date a Series\n     with respect to which an RCCA Deposit will be funded through Borrowings\n     under this Agreement is priced, ACFS and ACC shall provide to the\n     Administrative Agent an Officer's Certificate certifying each of the\n     following:\n\n                 (A)    The information with respect to such Series described\n          under \"Collateral Characteristics\" on Annex I; and \n\n                 (B)    the most recent copy of the rating agency presentation\n          relating to such Series.\n\n                 (13)   On the date a Series with respect to which an RCCA\n     Deposit will be funded through Borrowings under this Agreement is priced,\n     ACFS and ACC shall provide to the Administrative Agent an Officer's\n     Certificate certifying each of the following:\n\n                 (A)    The relevant Series Transaction Documents are\n          substantially in the form of those documents listed on Exhibit F\n          (except that (I) such Series Transaction Documents shall provide that\n          the Facility Fees with respect to the Borrowings used to fund the\n          related RCCA, up to an amount equal to the Facility Fee Rate per annum\n          on the outstanding related Borrowing, shall be payable pursuant\n          thereto with the \n\n\n                                       -27-\n\n\n\n          same priority as the payment of the premiums due to the Designated \n          Series Insurer and (II) the \"Accelerated Payment Termination Date\" \n          may be as set forth in Section 5.02(k)(i)(C)), the differences \n          between the terms of such Series Transaction Document and the form \n          of those documents listed on Exhibit F hereto shall not result in a \n          Material Adverse Effect, and the copy of the preliminary offering \n          document attached to such Officer's Certificate was the preliminary \n          offering document used in connection with such pricing and is a \n          true, correct and complete copy of such document;\n\n                 (B)    The interest rate(s) on the Series, including any\n          interest rate cap rate included or effectively included in the Series\n          Transaction Documents;\n\n                 (C)    Attached to such Officer's Certificate are (i) a draft\n          of the supplement to the Spread Account Agreement to be included in\n          the Series Transaction Documents and (ii) the most recent copy of the\n          rating agency presentation relating to such Series; and\n\n                 (D)    The \"Accelerated Payment Termination Date\" (as defined\n          in the Spread Account Agreement) with respect to such Series shall not\n          occur later than 400 days from the date such Series shall have been\n          issued,\n\n                 (14)   At least two Business Days prior to the funding of an\n     RCCA Deposit of any Series through Borrowings under this Agreement, ACFS\n     and ACC shall provide to the Administrative Agent an Officer's Certificate\n     certifying each of the following:\n\n                 (A)    The relevant Series Transaction Documents are\n          substantially in the form of those documents listed on Exhibit F\n          (except that (I) such Series Transaction Documents shall provide that\n          the Facility Fees with respect to the Borrowings used to fund the\n          related RCCA, up to an amount equal to the Facility Fee Rate per annum\n          on the outstanding related Borrowing, shall be payable pursuant\n          thereto with the same priority as the payment of the premiums due to\n          the Designated Series Insurer and (II) the \"Accelerated Payment\n          Termination Date\" may be as set forth in Section 5.02(k)(i)(C)) and\n          the differences between the terms of such Series Transaction Document\n          and the form of those documents listed on Exhibit F hereto shall not\n          result in a Material Adverse Effect; and \n\n                 (B)    Attached to such Officer's Certificate is a draft of the\n          letter (which shall be so attached), addressed to the Administrative\n          Agent on behalf of the Lenders and Assignees, from a firm of\n          nationally recognized independent certified public accountants which\n          has performed diligence on the loan documentation relating to such\n          Series for the underwriters of such Series, stating with at least 95%\n          confidence that, based on their review of a representative sample of\n          the relevant loan files, such loan documentation contains all\n          necessary promissory notes and agreements evidencing such loans.\n\n\n                                       -28-\n\n\n\n                 (15)   On the date an RCCA Deposit is funded through Borrowings\n     under this Agreement, ACFS and ACC shall provide to the Administrative\n     Agent an Officer's Certificate certifying each of the following:\n\n                 (A)    The relevant Series Transaction Documents are\n          substantially in the form of those documents listed on as Exhibit F\n          (except that (I) such Series Transaction Documents shall provide that\n          the Facility Fees with respect to the Borrowings used to fund the\n          related RCCA, up to an amount equal to the Facility Fee Rate per annum\n          on the outstanding related Borrowing, shall be payable pursuant\n          thereto with the same priority as the payment of the premiums due to\n          the Designated Series Insurer and (II) the \"Accelerated Payment\n          Termination Date\" may be as set forth in Section 5.02(k)(i)(C)), the\n          differences between the terms of such Series Transaction Document and\n          the form of those documents listed on Exhibit F hereto shall not\n          result in a Material Adverse Effect. \n\n                 (B)    Attached to such Officer's Certificate are (i) an\n          executed original of the letter (which shall be so attached) referred\n          to in paragraph (xiii)(B) above and (ii) copies of the legal opinions\n          delivered in connection with the closing of such Series together with\n          letters permitting the Administrative Agent on behalf of the Lenders\n          and Assignees to rely on such opinions.\n\n                 (16)   The Administrative Agent shall have received an\n     irrevocable letter of direction from the Borrower and the Spread Account\n     Depositor to the trustee party to the related supplement to the Spread\n     Account Agreement instructing such trustee to pay all amounts otherwise\n     payable to the Borrower or the Spread Account Depositor to the Lender\n     Collateral Agent and identifying the Lender Collateral Agent as a third\n     party beneficiary with the right to enforce such instructions, which letter\n     shall have been acknowledged and agreed to by such trustee.\n\n                 (17)   The Administrative Agent shall have received lien search\n     reports confirming the information set forth in the documents previously\n     delivered pursuant to Section 3.01(f).\n\n                 (18)   The supplements to the Spread Account Agreement with\n     respect to Series 1996-D, Series 1997-A and Series 1997-B shall have been\n     amended so that the Insurance Agreements Events of Default relating to\n     cumulative defaults and cumulative net losses are no more restrictive than\n     the related Trigger Events.\n     \n                 (19)   The Administrative Agent shall have received such other\n     documents, instruments, opinions, certificates as the Administrative Agent\n     may reasonably deem necessary or desirable.\n\n\n                                       -29-\n\n\n\n          SECTION 3.3   SPECIAL CONDITIONS TO ADVANCES UNDER LIQUIDITY\nCOMMITMENTS.  In addition to the conditions set forth in SECTIONS 3.01 and 3.02\nabove, it shall be a condition precedent to the obligation of any Liquidity\nLender to make an Advance pursuant to SECTION 2.02(e) or 2.02(g) in respect of a\nConduit Lender that no Insolvency Event shall have occurred with respect to such\nConduit Lender.\n\n          SECTION 3.4   SPECIAL WAIVER OF CONDITIONS REGARDING INITIAL\nBORROWING.  In connection with the Borrowing to fund the RCCA for Series 1999-D,\nthe Lenders hereby waive the time periods for delivery of the documents required\nto be delivered pursuant to Sections 3.02(b)(xii), (xiii), and (xiv).\n\n\nARTICLE 4                                  \n                            REPRESENTATIONS AND WARRANTIES\n\n          SECTION 4.1   REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE\nBORROWER.  Each Contingent Obligor represents and warrants as follows on the\ndate of this Agreement, the Effective Date and the date that any Advance is\nmade, Continued or Converted, in each case, with reference to the facts and\ncircumstances then existing:\n\n          (1)    ORGANIZATION AND GOOD STANDING.  The Borrower has been duly\norganized and is validly existing as a corporation under the laws of the State\nof Nevada, with power and authority to own its properties and to conduct its\nbusiness as such properties are currently owned and such business is currently\nconducted. \n\n          (2)    DUE QUALIFICATION.  The Borrower is duly qualified to do\nbusiness as a foreign entity in good standing, and has obtained all necessary\nlicenses and approvals, in all jurisdictions in which the ownership or lease of\nits properties or the conduct of its business requires such qualification.\n          (1)    \n\n          (3)    POWER AND AUTHORITY.  The Borrower has the power and authority\nto execute and deliver this Agreement and the other Transaction Documents to\nwhich it is a party and to carry out its terms and their terms, respectively;\nthe Borrower has full power and authority to grant to the Lender Collateral\nAgent, for the benefit of the Secured Parties, a perfected security interest in\nthe Borrower Collateral and has duly authorized such grant by all necessary\ncorporate action; the Borrower has full power and authority to grant to the RCCA\nAgent a perfected security interest in the RCCA Collateral and has duly\nauthorized such grant by all necessary corporate action; and the execution,\ndelivery and performance of this Agreement and the other Transaction Documents\nto which it is a party have been duly authorized by the Borrower by all\nnecessary corporate action.  \n\n          (4)    SECURITY INTEREST; BINDING OBLIGATIONS.  This Agreement and the\nTransaction Documents to which it is a party have been duly executed and\ndelivered and create a valid perfected security interest in the Borrower\nCollateral in favor of the Lender Collateral Agent, on behalf of the Secured\nParties, enforceable against the Borrower and creditors of and purchasers from\nthe \n\n\n                                       -30-\n\n\n\nBorrower; the RCCA Agreement creates a valid perfected security interest in \nthe RCCA Collateral in favor of the RCCA Agent enforceable against the \nBorrower and creditors of and purchasers from the Borrower; and this \nAgreement and the other Transaction Documents to which it is a party \nconstitute legal, valid and binding obligations of the Borrower enforceable \nin accordance with their respective terms, except as enforceability may be \nlimited by bankruptcy, insolvency, reorganization or other similar laws \naffecting the enforcement of creditors' rights generally and by equitable \nlimitations on the availability of specific remedies, regardless of whether \nsuch enforceability is considered in a proceeding in equity or at law.\n\n          (5)    NO VIOLATION.  The consummation of the transactions \ncontemplated by this Agreement and the other Transaction Documents to which \nthe Borrower is a party, and the fulfillment of the terms of this Agreement \nand the other Transaction Documents to which the Borrower is a party, shall \nnot conflict with, result in any breach of any of the terms and provisions \nof, or constitute (with or without notice or lapse of time) a default under \nany indenture, agreement, mortgage, deed of trust or other instrument to \nwhich the Borrower is a party or by which the Borrower is bound or any of the \nBorrower's properties are subject, or result in the creation or imposition of \nany Lien upon any of the Borrower's properties pursuant to the terms of any \nsuch indenture, agreement, mortgage, deed of trust or other instrument, other \nthan this Agreement, or violate any law, order, rule or regulation applicable \nto the Borrower of any Governmental Authority having jurisdiction over the \nBorrower or any of the Borrower's properties, or in any way adversely affect \nthe Borrower's ability to perform the Borrower's obligations under this \nAgreement or the other Transaction Documents to which the Borrower is a party.\n\n          (6)    NO PROCEEDINGS.  There are no proceedings or investigations \npending or, to such Contingent Obligor's knowledge, threatened against the \nBorrower, before any court or other Governmental Authority having \njurisdiction over the Borrower or its properties (A) asserting the invalidity \nof this Agreement or any of the other Transaction Documents, (B) seeking to \nprevent the consummation of any of the transactions contemplated by this \nAgreement or any of the other Transaction Documents, (C) seeking any \ndetermination or ruling that might materially and adversely affect the \nperformance by the Borrower of its obligations under, or the validity or \nenforceability of, this Agreement or any of the other Transaction Documents, \n(D) involving the Borrower, the Spread Account Depositor, the Spread Accounts \nfor Designated Series, other Borrower Collateral, the RCCAs or other RCCA \nCollateral, or (E) that could have a Material Adverse Effect.\n\n          (7)    NO CONSENTS.  The Borrower is not required to obtain the \nconsent of any other Person which has not been obtained, or any consent, \nlicense, approval or authorization of, or registration or declaration with, \nany Governmental Authority in connection with the execution, delivery, \nperformance, validity or enforceability of this Agreement or the other \nTransaction Documents to which it is a party.\n\n          (8)    USE OF PROCEEDS.  All proceeds of any Borrowing shall be \nused to fund an RCCA.   No part of the proceeds of the Borrowings will be \nused, directly or indirectly, for a purpose which violates any law, rule or \nregulation of any Governmental Authority, including the provisions of \nRegulations T, U or X of the Board of Governors of the Federal Reserve \nSystem, as amended.\n\n\n                                       -31-\n\n\n\n          (9)    CHIEF EXECUTIVE OFFICE.  The chief executive office of the\nBorrower is located at 639 Isbell Road, Suite 390, Reno, Nevada 89509.  \n\n          (10)   SOLVENCY.  The Borrower is solvent and will not become \ninsolvent after giving effect to the transactions contemplated by this \nAgreement and the Transaction Documents.  The Borrower, after giving effect \nto the transactions contemplated by this Agreement and the other Transaction \nDocuments, will have adequate funds to conduct its business in the \nforeseeable future.\n\n          (11)   COMPLIANCE WITH LAWS.  The Borrower has complied and will \ncomply in all material respects with all applicable laws, rules, regulations, \njudgments, agreements, decrees and orders with respect to its business and \nproperties, each Designated Series, each RCCA, all RCCA Collateral and all \nBorrower Collateral.\n\n          (12)   TAXES.  The Borrower has filed on a timely basis all tax \nreturns (including, without limitation, foreign, federal, state, local and \notherwise) required to be filed, is not liable for taxes payable by any other \nPerson and has paid or made adequate provisions for the payment of all taxes, \nassessments and other governmental charges due from the Borrower.  No tax \nlien or similar adverse claim has been filed, and no claim is being asserted, \nwith respect to any such tax, assessment or other governmental charge.  Any \ntaxes, fees and other governmental charges payable by the Borrower in \nconnection with the execution and delivery of this Agreement and the other \nTransaction Documents and the transactions contemplated hereby or thereby \nhave been paid or shall have been paid if and when due at or prior to the \nEffective Date and each Borrowing Date. \n\n          (13)   NO LIENS, ETC.  The Borrower Collateral is and will be owned \nby the Borrower free and clear of any Lien or restrictions on transferability \n(other than Permitted Liens) and the Borrower has the full right, corporate \npower and lawful authority to assign, transfer and pledge the same and \ninterests therein, and upon the making of each Advance, the RCCA Agent will \nhave acquired a perfected and valid security interest in the related RCCA \nCollateral, free and clear of any Lien or restrictions on transferability.  \nNo effective financing statement or other instrument similar in effect \ncovering all or any part of the Borrower Collateral or the RCCA Collateral is \non file in any recording office, except such as may have been filed in favor \nof the Lender Collateral Agent pursuant to the Security Agreement, such as \nmay have been filed in favor of the RCCA Agent pursuant to the RCCA Agreement \nor such as may have been filed in favor of the collateral agent specified in \nthe Spread Account for the benefit of the applicable Designated Series \nInsurers and the related secured parties.\n\n          (14)   INFORMATION TRUE AND CORRECT.  All information heretofore or \nhereafter furnished by or on behalf of the Borrower, the Spread Account \nDepositor or any Contingent Obligor to any Lender or the Administrative Agent \nin connection with this Agreement or any Transaction Document or any \ntransaction contemplated hereby or thereby is and will be true and complete \nin all material respects and does not and will not omit to state a material \nfact necessary to make the statements contained therein not misleading.\n\n\n                                       -32-\n\n\n\n          (15)   ERISA COMPLIANCE.  The Borrower is in compliance with ERISA \nand has not incurred and does not expect to incur any liabilities (except for \npremium payments arising in the ordinary course of business) to the Pension \nBenefit Guaranty Corporation (or any successor thereto) under ERISA.\n\n          (16)   FINANCIAL OR OTHER CONDITION.  There has been no event which \nmay have a Material Adverse Effect, including any event which may, currently \nor with the passage of  time, materially reduce the amount on deposit in the \nSpread Accounts or RCCAs relating to Designated Series or adversely impact \nthe interest of the Borrower or the Spread Account Depositor in such Spread \nAccounts or RCCAs.\n\n          (17)   INVESTMENT COMPANY STATUS.  The Borrower is not an \n\"investment company\" within the meaning of  the Investment Company Act of \n1940, as amended, or is exempt from all provisions of such Act\n\n          (18)   NO TRADE NAMES.  The Borrower has no trade names, fictitious \nnames, assumed names or \"doing business as\" names.\n\n          (19)   SEPARATE EXISTENCE.  The Borrower is operated as an entity \nwith assets and liabilities distinct from those of any of the Contingent \nObligors and any other Affiliates of the Borrower, and such Contingent \nObligor hereby acknowledges that the Administrative Agent and each of the \nLenders are entering into the transactions contemplated by this Agreement in \nreliance upon the Borrower's identity as a separate legal entity from each of \nthe Contingent Obligors and each such Affiliate.  There is not now, nor will \nthere be at any time in the future, any agreement or understanding between \nthe Borrower and any other Person providing for the allocation or sharing of \nobligations to make payments or otherwise in respect of any taxes, fees, \nassessments or other governmental charges other than the management services \nagreement dated as of January 1, 1999 and the tax sharing agreement dated as \nof December 22, 1994.\n\n          (20)   BUSINESS OF THE BORROWER.  The Borrower engages exclusively \nin the business of acquiring pools of receivables and\/or payment obligations \nfrom its Affiliates and transferring such assets to various trusts which \nissue various Series related to such pools of receivables and\/or payment \nobligations, and such other activities as may be incidental to or reasonably \nnecessary and appropriate in connection with the conduct of the foregoing.\n\n          (21)   INVESTMENTS.  The Borrower does not own or hold, directly or \nindirectly, any capital stock or equity security of, or any equity interest \nin, any Person other than an equity interest in the Spread Account Depositor.\n\n          (22)   REPRESENTATION AND WARRANTIES TRUE AND CORRECT.  Each of the \nrepresentations and warranties of the Borrower contained in the Transaction \nDocuments is true and correct in all material respects.\n\n\n                                       -33-\n\n\n\n          (23)   SERIES TRANSACTION DOCUMENTS RELATING TO DESIGNATED SERIES.  \nAs of the relevant Borrowing Date, each of the Series Transaction Documents \nrelating to Designated Series (including Designated Series whose RCCAs were \nfunded by earlier Borrowings which Borrowings have not been repaid in full), \nis in full force and effect, no party to any such document is in default of \nits obligations thereunder, and all of the representations and warranties of \nthe Borrower set forth in such Series Transaction Documents are true and \ncorrect (except to the extent such representations and warranties \nspecifically relate to an earlier date, then such representations and \nwarranties shall be true and correct as of such earlier date).  ACFS shall \nhave furnished to the Administrative Agent true, correct and complete copies \nof the Series Transaction Documents relating to each of the Designated \nSeries, each of which document shall be in full force and effect and shall \nfurnish to the Administrative Agent all amendments to such documents \npermitted hereunder which may be entered into from time to time.  The \ninformation set forth on Annex II and Annex III is complete and correct as of \nthe date hereof.  As of the Closing Date, the \"Accelerated Payment \nTermination Date\" (as defined in the Spread Account Agreement) has occurred \nwith respect to all outstanding Series except Series 1998-B, Series 1998-C, \nSeries 1999-A, Series 1999-B and Series 1999-C.  The \"Accelerated Payment \nTermination Date\" with respect to Series 1999-A, Series 1999-B and Series \n1999-C is currently anticipated to occur on the \"Final Scheduled Distribution \nDate\" for the Class A-1 Notes of each such Series, which dates will occur in \nMarch 2000, June 2000 and September 2000, respectively.  The \"Accelerated \nPayment Termination Date\" with respect to Series 1998-B and Series 1998-C \nwill occur when the OC Level (as defined in the related Underlying \nTransactions Documents) reaches 10%.  Each Underlying Trustee has a perfected \nsecurity interest in the property of the related Underlying Trust, subject to \nno other security interests or Liens.  Each Underlying Transactions Documents \nis in full force and effect, no party to any such document is in default of \nits obligations thereunder, and all of the representations and warranties of \nthe Borrower set forth in such Underlying Transactions Documents are true and \ncorrect.  Each letter from a firm of nationally recognized independent \ncertified public accountants which has performed diligence on the loan \ndocumentation relating to Underlying Transactions for the underwriters of the \nrelated Series has been delivered to the Agent and each copy so delivered is \ntrue and correct.\n\n          (24)   YEAR 2000 COMPLIANCE.  All computer hardware and software \ninformation systems owned by it or made available to it by the Designated \nSeries Servicer or any of its Affiliates (\"INFORMATION SYSTEMS\"), are Year \n2000 Complaint.  For purposes of this paragraph, \"Year 2000 Compliant\" means \nthat the Information Systems shall be able to operate and perform date \nsensitive functions before, on, and after December 31, 1999.\n\n          (25)   FINANCIAL STATEMENTS.  (i) The copies of (a) the unaudited \nbalance sheets of the Borrower, ACFS and AMC for their respective fiscal year \nended June 30, 1999, and the related statements of income, shareholders' \nequity and cash flows for such fiscal years, and (b) the audited consolidated \nbalance sheet of ACC for its fiscal year ended on June 30, 1999, and the \nrelated consolidated statements of income, shareholders' equity and cash \nflows for such fiscal year provided to the Lenders, are complete, true and \ncorrect and have been prepared in accordance with GAAP consistently applied \nand present fairly the financial position of such Persons as of such date and \nthe results of their operations for such periods, and (ii) the copies of the \nAccountant's Report and Procedures Letter for the fiscal year ended on June \n30, 1999 are true and correct.  \n\n\n                                       -34-\n\n\n\n          SECTION 4.2   REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE \nSPREAD ACCOUNT DEPOSITOR.  Each Contingent Obligor represents and warrants as \nfollows on the date of this Agreement, the Effective Date and the date that \nany Advance is made, Continued or Converted, in each case, with reference to \nthe facts and circumstances then existing:\n\n          (1)    ORGANIZATION AND GOOD STANDING.  The Spread Account \nDepositor has been duly organized and is validly existing as a business trust \nunder the laws of the State of Delaware, with power and authority to own its \nproperties and to conduct its business as such properties are currently owned \nand such business is currently conducted. \n\n          (2)    DUE QUALIFICATION.  The Spread Account Depositor is duly \nqualified to do business as a foreign entity in good standing, and has \nobtained all necessary licenses and approvals, in all jurisdictions in which \nthe ownership or lease of its properties or the conduct of its business \nrequires such qualification.\n\n          (3)    POWER AND AUTHORITY.  The Spread Account Depositor has the \npower and authority to execute and deliver the acknowledgment to the Security \nAgreement to which it is a party and to carry out its terms.  \n\n          (4)    COMPLIANCE WITH LAWS.  The Spread Account Depositor has \ncomplied and will comply in all material respects with all applicable laws, \nrules, regulations, judgments, agreements, decrees and orders with respect to \nits business and properties, each Designated Series, and each Spread Account.\n\n          (5)    TAXES.  The Spread Account Depositor has filed on a timely \nbasis all tax returns (including, without limitation, foreign, federal, \nstate, local and otherwise) required to be filed, is not liable for taxes \npayable by any other Person and has paid or made adequate provisions for the \npayment of all taxes, assessments and other governmental charges due from the \nSpread Account Depositor.   No tax lien or similar adverse claim has been \nfiled, and no claim is being asserted, with respect to any such tax, \nassessment or other governmental charge.\n\n          (6)    NO LIENS, ETC.  The Spread Accounts are and will be owned by \nthe Spread Account Depositor free and clear of any Lien or restrictions on \ntransferability (other than Liens in favor of the collateral agent specified \nin the Spread Account Agreement for the benefit of the applicable Designated \nSeries Insurers and the related secured parties and restrictions on \ntransferability set forth in the Series Transaction Documents relating to \neach Designated Series) and the Spread Account Depositor has the full right, \ncorporate power and lawful authority to assign, transfer and pledge the same \nand interests therein.  No effective financing statement or other instrument \nsimilar in effect covering all or any part of the Spread Accounts is on file \nin any recording office, except such as may have been filed in favor of the \ncollateral agent specified in the supplement to the Spread Account Agreement \nfor the benefit of the applicable Designated Series Insurers and the related \nsecured parties.\n\n\n                                       -35-\n\n\n\n          (7)    SEPARATE EXISTENCE.  The Spread Account Depositor is \noperated as an entity with assets and liabilities distinct from those of the \nBorrower, any of the Contingent Obligors and any other Affiliates of the \nBorrower, and the Borrower and the Contingent Obligors hereby acknowledge \nthat the Administrative Agent and each of the Lenders are entering into the \ntransactions contemplated by this Agreement in reliance upon the Spread \nAccount Depositor's identity as a separate legal entity from each of the \nBorrower, the Contingent Obligors and each such Affiliate.  There is not now, \nnor will there be at any time in the future, any agreement or understanding \nbetween the Spread Account Depositor and any other Person providing for the \nallocation or sharing of obligations to make payments or otherwise in respect \nof any taxes, fees, assessments or other governmental charges other than the \nmanagement services agreement dated as of January 1, 1999 and the tax sharing \nagreement dated as of December 22, 1994.\n\n          (8)    BUSINESS OF THE SPREAD ACCOUNT DEPOSITOR.  The Spread \nAccount Depositor engages exclusively in the business of depositing funds in, \nand holding the rights to, the Spread Accounts.\n\n          (9)    INVESTMENTS.  The Spread Account Depositor does not own or \nhold, directly or indirectly, any capital stock or equity security of, or any \nequity interest in, any Person other than equity interests in the Issuers of \nthe Series.\n\n          SECTION 4.3   REPRESENTATIONS AND WARRANTIES WITH RESPECT TO EACH \nCONTINGENT OBLIGOR.  Each Contingent Obligor represents and warrants as \nfollows on the date of this Agreement, the Effective Date and the date that \nany Advance is made, Continued or Converted, in each case, with reference to \nthe facts and circumstances then existing:\n\n          (1)    ORGANIZATION AND GOOD STANDING.  It has been duly organized \nand is validly existing as a business trust under the laws of the \njurisdiction of its incorporation, with power and authority to own its \nproperties and to conduct its business as such properties are currently owned \nand such business is currently conducted. \n\n          (2)    DUE QUALIFICATION.  It is duly qualified to do business as a \nforeign entity in good standing, and has obtained all necessary licenses and \napprovals, in all jurisdictions in which the ownership or lease of its \nproperties or the conduct of its business requires such qualification.\n\n          (3)    POWER AND AUTHORITY.  It has the power and authority to \nexecute and deliver the Transaction Documents to which it is a party and to \ncarry out their respective terms.  \n\n          (4)    COMPLIANCE WITH LAWS.  It has complied and will comply in \nall material respects with all applicable laws, rules, regulations, \njudgments, agreements, decrees and orders with respect to its business and \nproperties.\n\n          (5)    TAXES.  It has filed on a timely basis all tax returns\n(including, without limitation, foreign, federal, state, local and otherwise)\nrequired to be filed, is not liable for taxes \n\n\n                                       -36-\n\n\n\npayable by any other Person and has paid or made adequate provisions for the \npayment of all taxes, assessments and other governmental charges due from it. \n No tax lien or similar adverse claim has been filed, and no claim is being \nasserted, with respect to any such tax, assessment or other governmental \ncharge.\n\n          SECTION 4.4   LIMITED REMEDIES AND RECOURSE FOR BREACH.  The \nAdministrative Agent, the Lender Collateral Agent and each of the Lenders \nacknowledges and agrees that the representations and warranties in this \nArticle IV are representations and warranties of the Contingent Obligors only \nand that the only recourse available to the Administrative Agent, the Lender \nCollateral Agent and the Lenders shall be to recover actual damages from the \nContingent Obligors.  The Administrative Agent, the Lender Collateral Agent \nand to each of the Lenders waives, to the fullest extent permitted by law, \nany right to specific performance and other equitable remedies in respect of \nany breach of the representations and warranties in this Article IV.\n\nARTICLE 5                                  \n                      COVENANTS OF WITH RESPECT TO THE BORROWER\n\n          SECTION 5.1   AFFIRMATIVE COVENANTS.  Until this Agreement shall \nhave been terminated in accordance with its terms, all outstanding Advances \n(including principal, interest and fees) shall have been repaid to the \nLenders and all Commitments of the Lenders shall have been terminated, ACFS \nagrees that it will:\n\n          (1)    REPORTING REQUIREMENTS.  Furnish to the Administrative Agent \nand each Lender and, with respect to each document delivered after December \n31, 1999, each Credit Support Provider:\n\n                 (1)    as soon as available and in any event within 45 days\n     after the end of each of the first three quarters of each fiscal year of\n     the Borrower and ACC, balance sheets of the Borrower and ACC (which in the\n     case of ACC shall be consolidated), for the fiscal quarter of such Person\n     most recently ended, and the related statements of income, shareholders'\n     equity and cash flows for such fiscal quarter and for the period beginning\n     with the end of the fiscal year most recently ended and ending at the end\n     of such quarter, prepared in accordance with GAAP consistently applied and\n     certified by an Authorized Officer of the Borrower or ACC, as the case may\n     be; plus, with respect to ACC, a certificate from an Authorized Officer of\n     ACFS certifying the percentage of total delinquencies and repossessed\n     assets in ACFS's serviced portfolio as of the end of such quarter, together\n     with back-up financial information with respect thereto as reasonably\n     requested by the Administrative Agent;\n\n                 (2)    as soon as available and in any event within 90 days\n     after the end of each fiscal year of the Borrower and ACC, copies of the\n     balance sheets of the Borrower and ACC, as applicable, for the fiscal year\n     most recently ended, and the related statements of income, shareholders'\n     equity and cash flows for such fiscal year, prepared in accordance with\n\n\n                                       -37-\n\n\n\n     GAAP consistently applied and certified by an Authorized Officer of the\n     Borrower or ACC, as the case may be;\n\n                 (3)    as soon as available and in any event within 95 days\n     after the end of each fiscal year of ACC, copies of the consolidated\n     balance sheet of ACC for the fiscal year most recently ended, and the\n     related consolidated statements of income, shareholders' equity and cash\n     flows for such fiscal year, prepared in accordance with GAAP consistently\n     applied together with a letter (the \"ACCOUNTANTS' REPORT\") from a firm of\n     independent certified public accountants selected by ACC and acceptable to\n     the Administrative Agent (the \"INDEPENDENT ACCOUNTANTS\"), which letter\n     shall be addressed to the Administrative Agent, to the effect that such\n     firm has audited the books and records of ACC, in which the Borrower, ACFS\n     and AMC are included as consolidated Subsidiaries, and issued its report\n     thereon in connection with the audit report on the consolidated financial\n     statements of ACC for such fiscal year most recently completed, and that\n     (a) such audit was made in accordance with GAAP, and accordingly included\n     such test of the accounting records and such other auditing procedures as\n     such firm considered necessary in the circumstances; (b) based on such\n     audit, such consolidated financial statements for such fiscal year present\n     fairly, in all material respects, the consolidated financial position of\n     ACC and its Subsidiaries as the end of such fiscal year and the result of\n     its operations and its cash flows for such fiscal year in accordance with\n     GAAP; (c) during such audit, such firm did not note any events, facts,\n     circumstances, or procedures which would lead it to conclude that the\n     unaudited balance sheets of the Borrower, ACFS or AMC (together with the\n     related statements of income, shareholders' equity, cash flows) may not\n     accurately reflect the financial position of such Persons as of such dates\n     and periods; and (d) the firm is independent of ACC and each of its\n     Subsidiaries within the meaning of the Code of Professional Ethics of the\n     American Institute of Certified Public Accountants.   In addition, as soon\n     as available and in any event within 120 days after the end of each fiscal\n     year of ACC, the Administrative Agent shall be provided with a report (the\n     \"PROCEDURES REPORT\") on the application of agreed upon procedures to three\n     randomly selected servicer certificates of ACFS as servicer delivered\n     during the fiscal year most recently completed in connection with the\n     outstanding Series for which it acts as servicer (which must be Designated\n     Series, to the extent possible, following the initial Borrowing Date),\n     including the delinquency, default and loss statistics required to be\n     specified therein and noting whether any exceptions or errors in such\n     servicer certificates were found.\n\n                 (4)    together with the financial statements and reports\n     described in (i), (ii) or (iii) above, a certificate of an Authorized\n     Officer of the applicable Person (in the case of information concerning the\n     Borrower, such certificate shall be provided by an Authorized Officer of\n     ACFS) confirming the absence of any Event of Early Termination, Event of\n     Early Amortization, Default or Event of Default as of such date and as of\n     the date of such certificate;\n\n                 (5)    promptly upon the same becoming available to the\n     Borrower or ACC, a copy of each material report, notice, certificate,\n     statement, letter or other communication relating to the Designated Series,\n     including, without limitation, each annual accountants' \n\n\n                                       -38-\n\n\n\n     report relating to the servicer's certificates for any Designated Series \n     required to be delivered under the terms of the related Series \n     Transaction Documents (together with a letter permitting the \n     Administrative Agent on behalf of the Lenders and Assignees to rely on \n     such report), each monthly servicer report and any communication \n     required to be delivered to the holders of any of the Designated Series \n     or any Rating Agency (or any other similar entity) rating any of the \n     Designated Series;\n\n                 (6)    as soon as available and in any event within 10 days\n     after the end of each month, a collateral summary report with respect to\n     all Series then outstanding, in form and substance acceptable to the\n     Administrative Agent;\n\n                 (7)    as soon as available and in any event within 10 days\n     after the end of each month, a report on the compliance of the Borrower\n     with the trigger events and events of default set forth in the agreements\n     pursuant to which the Designated Series Insurers have insured the\n     Designated Series, and promptly (and in no event later than 3 days)\n     following the occurrence of any default under any such agreement, notice of\n     such default (with a copy to the Lender Collateral Agent); and\n\n                 (8)    any other financial information relating to the\n     Borrower, the Spread Account Depositor, any of the Contingent Obligors, any\n     of the Designated Series Servicers, any of the Designated Series or any\n     Spread Accounts or RCCAs relating to any Designated Series as shall be\n     reasonably requested by the Administrative Agent or any Lender.\n\n          (2)    OTHER CERTIFICATES AND INFORMATION.  Furnish to the\nAdministrative Agent and each Lender and, with respect to each certificate or\ndocument delivered after December 31, 1999, each Credit Support Provider:\n\n                 (1)    Immediately after the Borrower knows of the occurrence\n     of any Event of Early Termination, Event of Early Amortization, Event of\n     Default or any event or condition which with the giving of notice or lapse\n     of time, or both, would constitute an Event of Early Termination, Event of\n     Early Amortization or Event of Default, a certificate of an Authorized\n     Officer of ACFS specifying the nature of such event or condition and the\n     action which the Borrower has taken and\/or proposes to take with respect\n     thereto (with a copy to the Lender Collateral Agent);\n\n                 (2)    Prompt written notice of the occurrence of any default\n     or event of default under any of the Series Transaction Documents relating\n     to any of the Designated Series, including any amortization events,\n     facility termination events, servicer termination events, which notice\n     shall be given not later than the Business Day following the occurrence\n     thereof and which notice shall (A) specify the nature thereof, and (B) be\n     accompanied by copies of all notices delivered to any party to any of the\n     Series Transaction Documents relating to any Designated Series or holder of\n     any Designated Series with respect thereto to the extent not delivered\n     pursuant to any other provision of this Agreement;\n\n\n                                       -39-\n\n\n\n                 (3)    Prompt written notice if (A) any Debt by the Borrower or\n     Spread Account Depositor in excess of $100,000 is declared or shall become\n     due and payable prior to its stated maturity, or is called and not paid\n     when due, (B) a payment or other default shall have occurred under or with\n     respect to any other Debt (other than the Lender Notes) in excess of\n     $100,000 or the holder of any such Debt has the right to declare any such\n     Debt due and payable prior to its stated maturity as a result of such\n     default, (C) any drawing has been made under any insurance policy issued by\n     any insurer of any Series which insurance policy relates to such Series; or\n     (D) any drawing has been made under any Spread Account relating to any\n     Series with respect to which the cumulative outstanding drawings from such\n     Spread Account exceed $250,000;\n\n                 (4)    Prompt written notice if (A) any citation, summons,\n     subpoena, order to show cause or other order naming the Borrower, or any\n     Designated Series Servicer or any Contingent Obligor a party to any\n     proceeding before any Governmental Authority which related in any way to\n     any Transaction Document, or any Designated Series, could reasonably be\n     expected to have a Material Adverse Effect or calls into question the\n     validity or enforceability of any of the Transaction Documents or any\n     Series Transaction Documents relating to any Designated Series, and include\n     with such notice a copy of such citation, summons, subpoena, order to show\n     cause or other order, (B) any lapse or other termination of any material\n     license, permit, franchise or other authorization issued to the Borrower,\n     or any Designated Series Servicer or any Contingent Obligor by any\n     Governmental Authority, the lapse or termination of which could reasonably\n     be expected to result in a Material Adverse Effect, (C) any refusal by any\n     Governmental Authority or any other Person to renew or extend any such\n     material license, permit, franchise or other authorization with respect to\n     which such refusal could reasonably be expected to result in a Material\n     Adverse Effect and (D) any dispute between the Borrower, or any Designated\n     Series Servicer or any Contingent Obligor and any Person, which dispute\n     could reasonably be expected to have a Material Adverse Effect;\n\n                 (5)    Prompt written notice of any change or publicly\n     announced consideration of any change by any Rating Agency in the rating of\n     the unsecured debt of any of the Contingent Obligors that would give rise\n     to an Event of Early Termination or Event of Early Amortization, or the\n     rating of any of the Designated Series; and\n\n                 (6)    Promptly furnish such other information and financial\n     data as the Administrative Agent or any Lender may reasonably request.\n\n          (3)    PRESERVATION OF CORPORATE EXISTENCE AND SEPARATE EXISTENCE. \nACFS shall cause the Borrower to do or cause to be done, and cause the Spread\nAccount Depositor to do or cause to be done, all things necessary on its part to\npreserve and keep in full force and effect its existence and good standing as a\ncorporation or business trust, as applicable, under the laws of the jurisdiction\nof its incorporation or establishment, as applicable.  ACFS will cause the\nBorrower and the Spread Account Depositor to comply fully with the Underlying\nTransaction Documents to which each of them is a party so as to maintain each of\nthe Borrower's identity and the Spread Account Depositor's \n\n\n                                       -40-\n\n\n\nidentity as a separate legal entity from its Affiliates and to make it \nmanifest to third parties that each of the Borrower and the Spread Account \nDepositor is an entity with assets and liabilities distinct from its \nAffiliates. \n\n          (4)    COMPLIANCE WITH LAWS.  ACFS shall cause the Borrower and the\nSpread Account Depositor to comply with all applicable laws, rules and\nregulations and orders of any Governmental Authority, the noncompliance with\nwhich could have a Material Adverse Effect and, without limiting the generality\nof the foregoing, comply with all applicable laws, rules and regulations and\norders of any Governmental Authority regarding the use of the proceeds of the\nBorrowings and the Designated Series, including the provisions of Regulations T,\nU and X of the Board of Governors of the Federal Reserve System, as amended.\n\n          (5)    PAYMENT OF TAXES.  ACFS shall cause the Borrower and the Spread\nAccount Depositor to pay and discharge promptly or cause to be paid and\ndischarged promptly, all Taxes imposed upon each of them or upon their\nrespective income or profits or upon any of their respective assets; PROVIDED\nthat the payment of any such Tax shall not be required so long as the amount,\napplicability or validity thereof shall be contested in good faith by\nappropriate proceedings, the Borrower or the Spread Account Depositor, as the\ncase may be, shall have set aside adequate cash reserves in respect thereof, and\nACFS shall have given the Administrative Agent prompt notice of such contest.\n\n          (6)    PAYMENT OF  DEBT AND PERFORMANCE OF OBLIGATIONS.  ACFS shall\ncause the Borrower and the Spread Account Depositor to pay and discharge when\ndue all lawful Debt, obligations and claims for labor, materials and supplies or\notherwise which, if unpaid, could reasonably be expected to (i) have a Material\nAdverse Effect or (ii) become a Lien upon any property of the Borrower or the\nSpread Account Depositor, as the case may be, other than a Permitted Lien,\nunless and to the extent only that the validity of such Debt, obligation or\nclaim shall be contested in good faith and by appropriate proceedings diligently\nconducted by the Borrower or the Spread Account Depositor, as the case may be,\nand that any such contested Debt, obligations or claims shall not constitute or\ncreate a Lien upon property of the Borrower or the Spread Account Depositor, as\nthe case may be, and provided further that ACFS shall give the Administrative\nAgent prompt notice of any such contest and shall have retained adequate cash\nreserves in respect thereof.\n\n          (7)    BOOKS AND RECORDS; VISITATION.  ACFS shall cause the Borrower\nand the Spread Account Depositor to keep proper books of record and account in\nwhich complete, true and correct entries in conformity with GAAP and all\nrequirements of law shall be made of all material dealings and transactions in\nrelation to its business and activities; upon reasonable notice, permit\nrepresentatives of the Administrative Agent and each Lender to visit the offices\nof the Borrower or the Spread Account Depositor, as the case may be, or such\nother place where such books of record and accounts are kept and to discuss the\noperations and financial condition of the Borrower  or the Spread Account\nDepositor, as the case may be, with the Authorized Officers thereof.\n\n\n\n\n                                       -41-\n\n\n\n          (8)    YEAR 2000 COMPLIANCE.  An authorized Officer of ACFS shall\ncertify that the Borrower has no Information Systems separate from the\nInformation Systems of ACFS, that could be materially adversely affected through\nfailure to be Year 2000 Compliant on a timely basis.\n\n          (9)    SERIES TRANSACTION DOCUMENTS.  ACFS shall cause the Borrower to\ndeliver 5 copies of all Series Transaction Documents relating to a Designated\nSeries to the Administrative Agent promptly after the closing of such Series\ntogether with an Officer's Certificate of ACFS that such copies are true,\ncorrect and complete.\n\n          (10)   COMPLIANCE WITH TRANSACTION DOCUMENTS.  ACFS shall cause the\nBorrower and the Spread Account Depositor to comply, in all respects, with the\nterms of the Transaction Documents to which each of them is a party, including\nwithout limitation but subject to the provisions of the Subordination Agreement\nand Article IX hereof, performing any and all additional actions reasonably\nrequired by the Administrative Agent to perfect or continue the perfection of\nthe Lien on the Borrower Collateral or the RCCA Collateral.\n\n          (11)   COMPLIANCE WITH SERIES TRANSACTION DOCUMENTS.  ACFS shall cause\nthe Borrower and the Spread Account Depositor to comply in all respects, with\nthe terms of the Series Transaction Documents to which each of them is a party\nrelating to any Designated Series.\n\n          (12)   CONFORMITY OF ISSUED DESIGNATED SERIES TO RELEVANT SERIES\nTRANSACTION DOCUMENTS.  ACFS shall cause the Borrower and the Spread Account\nDepositor to cause the Designated Series issued to be in compliance in all\nmaterial respects with the terms of the Series Transaction Documents relating to\nsuch Designated Series, including without limitation, the existence of the\ncredit enhancement and\/or overcollateralization contemplated by such documents.\n\n          (13)   ACCOUNTANT'S LETTERS; LEGAL OPINIONS.  ACFS shall provide to\nthe Administrative Agent copies of all accountant's letters and accountant's\nannual statements of compliance with respect to each Designated Series and\ncopies of all opinions of counsel rendered in connection with any Designated\nSeries and a reliance letter with each such document pursuant to which the\nAdministrative Agent (on behalf of the Lenders) may rely on all such documents.\n\n          (14)   [RESERVED]\n\n          (15)   APPOINTMENT OF SERVICER.  If FSA is not the Controlling Party\nwith respect to any Designated Series, to the extent the Borrower has control\nover the appointment of a successor servicer with respect to such Designated\nSeries under the related Series Transaction Documents, ACFS will cause the\nBorrower to obtain the prior written consent of  the Administrative Agent prior\nto the appointment of any successor servicer.\n\n          (16)   USE OF FACILITY.  ACFS shall cause the Borrower to use\nBorrowings to fund an RCCA with respect to Series 1999-D and with respect to one\nSeries in each period of two consecutive calendar quarters commencing on January\n1, 2000.  The aggregate principal amount of each such Series shall equal or\nexceed $600 million, and the related RCCA shall be the only \n\n\n                                       -42-\n\n\n\nreplacement cash collateral account, spread account replacement reinsurance \nor other spread account replacement device employed in connection with such \nSeries; PROVIDED, however, if the Required Spread Account Deposit with \nrespect to such Series is greater than 3% of the aggregate principal amount \nof the securities constituting such Series, then FSA may obtain Qualified \nSubsequent Reinsurance for the difference between the Required Spread Account \nDeposit and 3% of the aggregate principal amount of the securities \nconstituting such Series.  If there is insufficient capacity under this \nAgreement to fully fund an RCCA or, if the Borrower has satisfied the \nrequirements of the first sentence of this Section 5.01(p) and wishes to \nborrow hereunder to fund another RCCA for another Series, then the Borrower \nmay combine the RCCA with Qualified Subsequent Reinsurance, provided that the \nSpread Account Replacement Insurance is either pari passu or subordinated to \nsuch RCCA, PROVIDED further that any portion of such Spread Account \nReplacement Insurance obtained pursuant to this or the preceding sentence \nwhich would cause the sum of the principal amount of such Spread Account \nReplacement Insurance and the amount deposited in the RCCA to exceed the \nMaximum Borrowing Percentage of the aggregate principal amount of the \nsecurities constituting such Series must be subordinated to the RCCA.\n\n          (17)   RATING.  If requested by the Administrative Agent at any \ntime, pay the costs and expenses of having the Facility rated by any one \nRating Agency chosen by the Administrative Agent.\n\n          (18)   SPREAD ACCOUNT DEPOSITOR LIENS. Cause the Spread Account \nDepositor not to create, assume, or suffer to exist any Lien on any personal \nproperty of the Spread Account Depositor whether now owned or hereafter \nacquired by the Spread Account Depositor; PROVIDED, HOWEVER, that such \nrestriction shall not apply to:  (i) any Lien for taxes, assessments or other \ngovernmental charges or levies not yet subject to penalties for non-payment \nor the validity, applicability or amount of which is being contested in good \nfaith by appropriate legal proceedings and with respect to which adequate \nreserves in accordance with GAAP have been established by the Spread Account \nDepositor; (ii) any Lien which is imposed by law (such as those of mechanics, \ncarriers and warehousemen), if payment of the obligation secured thereby is \nnot yet due or the validity, the applicability or amount of which is being \ncontested in good faith by appropriate legal proceedings and with respect to \nwhich adequate reserves in accordance with GAAP have been established by the \nSpread Account Depositor; (iii) judgment Liens in existence less than five \ndays after the entry thereof or with respect to which execution has been \nstayed, so long as the aggregate amount of all such judgment Liens at any \ntime does not exceed $100,000, or judgment Liens the payment of which is \ncovered in full (subject to a customary deductible) by insurance; and (iv) \nLiens in favor of the collateral agent specified in the Spread Account \nAgreement for the benefit of the applicable Designated Series Insurers and \nthe related secured parties.\n\n          (19)   SPREAD ACCOUNT DEPOSITOR PAYMENTS FROM SPREAD ACCOUNTS.  Cause\nthe Spread Account Depositor not to make any payments from any Spread Account\nother than those payments due under the terms of the related Series Transaction\nDocuments.  Without limiting the foregoing, ACFS agrees to cause the Borrower to\ncause the Spread Account Depositor not to make any voluntary, optional, or\naccelerated payments with respect to any Series with funds from the relevant\nSpread Account.  Notwithstanding the foregoing, the Borrower or the Spread\nAccount \n\n\n                                       -43-\n\n\n\nDepositor shall not be prevented from replacing funds on deposit in any \nSpread Account with spread account replacement reinsurance so long as such \nreinsurance constitutes \"Subsequent Reinsurance\" under the terms of, and as \ndefined in, the RCCA Agreement.  In addition, the foregoing is not intended \nto limit the rights of FSA or the Underlying Trustees pursuant to the \nUnderlying Transaction Documents.\n\n          (20)   SPREAD ACCOUNT DEPOSITOR MERGER, CONSOLIDATION, ETC.    \nCause the Spread Account Depositor not to merge or consolidate with or into, \nor sell, convey, transfer, exchange, lease or otherwise dispose of (whether \nin one transaction or in a series of transactions) all or substantially all \nof its assets (whether now owned or hereafter acquired) to, acquire all or \nsubstantially all of the assets of, any Person or division of any Person; or \nsell, convey, transfer, exchange, lease or otherwise dispose of any of its \nassets; PROVIDED HOWEVER, the foregoing shall not limit the ability of the \nSpread Account Depositor to make any Initial Spread Account Deposits.\n\n          (21)   SPREAD ACCOUNT DEPOSITOR CHANGE IN NAME.  Cause the Spread \nAccount Depositor not to make any change to its name or use any trade names, \nfictitious names, assumed names or \"doing business as\" names.\n\n          (22)   SPREAD ACCOUNT DEPOSITOR PROTECTION OF COLLATERAL.  Cause \nthe Spread Account Depositor not to sell, transfer, exchange or otherwise \ndispose of, or pledge, mortgage, hypothecate or otherwise encumber (or permit \nsuch to occur or suffer such to exist), any part of its personal property, or \npermit any Lien (other than the Lien of the collateral agent specified in the \nSpread Account Agreement for the benefit of the insurer of the Designated \nSeries and the related secured parties) to be created on or extend to or \notherwise arise upon or burden such property or any part thereof, any \ninterest therein or the proceeds thereof other than a sale, transfer, \nexchange, disposal, pledge, mortgage, hypothecation or encumbrance for the \nbenefit of FSA and\/or the Underlying Trustees permitted under or pursuant to \nthe terms of any of the Underlying Transaction Documents.\n\n          (23)   SPREAD ACCOUNT DEPOSITOR BUSINESS. Cause the Spread Account \nDepositor  not to engage in any business or activity other than the business \ndescribed in Trust Agreement of the Spread Account Depositor as in effect on \nthe date hereof.\n\n          (24)   SPREAD ACCOUNT DEPOSITOR INDEBTEDNESS.  Cause the Spread \nAccount Depositor not to incur, create, assume, suffer to exist or otherwise \nbecome liable with respect to any Debt other than Debt in favor of  FSA \nand\/or the Underlying Trustees created or permitted under or pursuant to the \nterms of any of the Underlying Transaction Documents. \n\n          (25)   SPREAD ACCOUNT RELEASES.  (i) Pay to the Lender Collateral\nAgent all amounts released from the RCCAs pursuant to the RCCA Agreement and\n(ii) cause the Spread Account Depositor to pay to the Lender Collateral Agent\n(A) all amounts paid to it pursuant to the Spread Account Agreement and (B) all\ndistributions in respect of the certificates of beneficial interest in the\nSpread Account Depositor.  ACFS will, and will cause the Borrower and the Spread\nAccount Depositor to, hold all amounts received by any of them (x) in respect of\nthe Residual Certificates, \n\n\n                                       -44-\n\n\n\n(y) pursuant to the RCCA Agreement or the Spread Account Agreement or (z) in \nrespect of the premiums payable to the Lenders pursuant to the Series \nTransaction Documents in trust for the Lenders and promptly pay such amounts \nto the Lender Collateral Agent.  The Lender Collateral Agent shall deposit \nall amounts received by it in respect of the Borrower Collateral into the \nCollateral Account for distribution pursuant to Section 6 of the Security \nAgreement.\n\n          SECTION 5.2   NEGATIVE COVENANTS.  Until this Agreement shall have \nterminated in accordance with its terms, all outstanding Advances (including \nprincipal, interest and fees) have been repaid to the Lenders and all \nCommitments of the Lenders shall have been terminated ACFS will cause the \nBorrower not to, directly or indirectly:\n\n          (1)    LIENS. Create, assume, or suffer to exist any Lien on any \nBorrower Collateral or RCCA Collateral whether now owned or hereafter \nacquired by the Borrower; PROVIDED, HOWEVER, that such restriction shall not \napply to: (i) any Liens in favor of the Lender Collateral Agent pursuant to \nthe Security Agreement, Liens in favor of Bank One as collateral agent under \nthe Certificate Pledge Agreement and  Liens in favor of the RCCA Agent \npursuant to the RCCA Agreement; (ii) any Lien for taxes, assessments or other \ngovernmental charges or levies not yet subject to penalties for non-payment \nor the validity, applicability or amount of which is being contested in good \nfaith by appropriate legal proceedings and with respect to which adequate \nreserves in accordance with GAAP have been established by the Borrower; (iii) \nany Lien which is imposed by law (such as those of mechanics, carriers and \nwarehousemen), if payment of the obligation secured thereby is not yet due or \nthe validity, the applicability or amount of which is being contested in good \nfaith by appropriate legal proceedings and with respect to which adequate \nreserves in accordance with GAAP have been established by the Borrower; (iv) \njudgment Liens in existence less than five days after the entry thereof or \nwith respect to which execution has been stayed, so long as the aggregate \namount of all such judgment Liens at any time does not exceed $100,000, or \njudgment Liens the payment of which is covered in full (subject to a \ncustomary deductible) by insurance; and (v) in the case of the Borrower \nCollateral other than the Borrower Collateral Account, the RCCA Collateral \nand the Class A Certificate (each as defined in the Security Agreement), the \nLiens in favor of the Senior Lien Holders (as defined in the Subordination \nAgreement) under the Underlying Transactions Documents.\n\n          (2)    PAYMENTS FROM SPREAD ACCOUNTS.  Make any payments from any \nSpread Account (including, without limitation, funds replaced with Spread \nAccount Replacement Reinsurance) or RCCA other than those payments due under \nthe terms of the related Series Transaction Documents and subject to the \nprovisions of the Subordination Agreement and Article IX hereof.  Without \nlimiting the foregoing, ACFS agrees to cause the Borrower not to make any \nvoluntary, optional, or accelerated payments with respect to any Series with \nfunds from the relevant Spread Account.  Notwithstanding the foregoing, once \nthe amount of the unused Commitments has been permanently reduced to zero, \nthe Borrower or the Spread Account Depositor shall not be prevented from \nreplacing funds on deposit in any Spread Account with Spread Account \nReplacement Reinsurance.  Any Spread Account Replacement Reinsurance obtained \nin connection with a release of funds on deposit in any Spread Account must \nconstitute \"Qualified Subsequent Reinsurance\" under the terms of, and as \ndefined in, the RCCA Agreement.\n\n\n                                       -45-\n\n\n\n          (3)    LIMITATIONS ON MARGIN STOCK.  Use any of the net proceeds \nfrom the Borrowings, directly or indirectly, for the purpose of buying or \ncarrying any Margin Stock.\n\n          (4)    STOCK, MERGER, CONSOLIDATION, ETC.    Merge or consolidate \nwith or into, or sell, convey, transfer, exchange, lease or otherwise dispose \nof (whether in one transaction or in a series of transactions) all or \nsubstantially all of its assets (whether now owned or hereafter acquired) to, \nacquire all or substantially all of the assets of, any Person or division of \nany Person; or sell, convey, transfer, exchange, lease or otherwise dispose \nof any of its assets; PROVIDED HOWEVER, the foregoing shall not limit the \nability of the Borrower to sell, convey or transfer, from time to time,  \npools of receivables to other Persons in connection with the issuance of any \nSeries.\n\n          (5)    CHANGE IN NAME.  Make any change to its name or use any \ntrade names, fictitious names, assumed names or \"doing business as\" names.\n\n          (6)    MODIFICATIONS OF SERIES TRANSACTION DOCUMENTS.  Amend or \notherwise modify, without the consent of the Administrative Agent (which \nconsent may be given by the Administrative Agent at the direction of the \nRequired Lenders and which consent shall not unreasonably be withheld) any of \nthe Series Transaction Documents relating to any FSA Series to which it is a \nparty which amendment or modification would materially and adversely affect \nany of the Lenders or the Administrative Agent, including, without \nlimitation, any amendment or modification, which (i) impairs or adversely \naffects the value of the Borrower Collateral or RCCA Collateral, (ii) permits \nthe creation of any Lien ranking prior to or on a parity with the Lien of the \nSecurity Agreement with respect to any of the Borrower Collateral, other than \nas permitted by the Transaction Documents, (iii) permits the creation of any \nLien ranking prior to or on a parity with the Lien of the RCCA Agreement with \nrespect to any of the RCCA Collateral, other than as permitted by the \nTransaction Documents,  (iv) terminates the Lien of the Lender Collateral \nAgent or the RCCA Agent on the Borrower Collateral or the RCCA Collateral, \nrespectively, or deprives the Lenders of the security afforded by the Liens \nof the Security Agreement and the RCCA Agreement, or (v) increases the amount \nof payments with respect to or accelerates the scheduled maturity date of any \nFSA Series.   \n\n          (7)    PROTECTION OF COLLATERAL.  Subject to the Subordination\nAgreement and Article IX hereof, sell, transfer, exchange or otherwise dispose\nof, or pledge, mortgage, hypothecate or otherwise encumber (or permit such to\noccur or suffer such to exist), any part of the Borrower Collateral, except as\nexpressly permitted by the Security Agreement, or any part of the RCCA\nCollateral, except as expressly permitted by the RCCA Agreement; subject to the\nSubordination Agreement and Article IX hereof, permit the validity or\neffectiveness of the Security Agreement or the RCCA Agreement or any grant under\neither such agreement to be impaired; subject to the Subordination Agreement and\nArticle IX hereof, permit the Lien of the Security Agreement or the Lien of the\nRCCA Agreement to be amended, hypothecated, subordinated, terminated or\ndischarged; subject to the Subordination Agreement and Article IX hereof, permit\nany Person to be released from any covenants or obligations with respect to the\nSecurity Agreement or the RCCA Agreement, except as may be expressly permitted\nhereby or thereby; permit any Lien (other than the Lien of the Security\nAgreement or Permitted Liens) to be created on or extend to or otherwise arise\nupon or \n\n\n                                       -46-\n\n\n\nburden the Borrower Collateral or any part thereof, any interest therein or \nthe proceeds thereof; subject to the Subordination Agreement and Article IX \nhereof, take any action that would permit the lien of the Security Agreement \nnot to constitute a valid security interest in the Borrower Collateral and \nprior to all Liens other than the Permitted Liens; permit any Lien (other \nthan the Lien of the RCCA Agreement) to be created on or extend to or \notherwise arise upon or burden the RCCA Collateral or any part thereof, any \ninterest therein or the proceeds thereof; subject to the Subordination \nAgreement and Article IX hereof, take any action that would permit the lien \nof the RCCA Agreement not to constitute a valid security interest in the RCCA \nCollateral and prior to all Liens other than the Permitted Liens; subject to \nthe Subordination Ageement and Article IX hereof, claim any credit on, or \nmake any deduction from, the principal or interest payable in respect of the \nAdvances or the Lender Notes (other than amounts withheld in accordance with \nthe Code) or assert any claim against any present or future Lender or the \nAdministrative Agent, by reason of the payment of any taxes levied or \nassessed upon any part of the Borrower Collateral or the RCCA Collateral.\n\n          (8)    OTHER BUSINESS.  Engage in any business or activity other \nthan the business described in its certificate of incorporation as in effect \non the date hereof.\n\n          (9)    INDEBTEDNESS.  Subject to the Subordination Agreement and \nArticle IX hereof, incur, create, assume, suffer to exist or otherwise become \nliable with respect to any Debt other than (i) hereunder, and (ii) any Debt \nincurred, from time to time, in connection with the issuance of any Series. \n\n          (10)   APPOINTMENT OF TRUSTEE.  If FSA is not the Controlling \nPerson with respect to a Designated Series, to the extent the Borrower has \ncontrol over the appointment of the trustee of such Designated Series \n(initial and any successor trustee), if such trustee is to be a Person other \nthan Bank One, N.A., appoint such trustee until the Borrower has received the \nprior written consent of the Administrative Agent.\n\n          (11)   ADDITIONAL SERIES.  Issue any Series (other than Designated \nSeries) unless the following conditions shall have been satisfied on or \nbefore the date of such issuance:\n\n                 (1)    The Administrative Agent shall have received an\n     Officer's Certificate of ACFS and ACC stating that (A) the sum of the\n     amount on deposit in the Spread Account with respect to such Series and the\n     Qualified Subsequent Reinsurance  with respect to such Series is equal to\n     at least 5% of the initial aggregate principal amount of the securities\n     constituting such Series, (B) the aggregate amount of cash on deposit in\n     the Spread Account with respect to such Series is equal to at least 2% of\n     the initial aggregate principal amount of the securities constituting such\n     Series and (C) the \"Accelerated Payment Termination Date\" for such Series\n     shall be structured so as to allow the amount on deposit in the spread\n     account to be \"shareable\" pursuant to the Spread Account Agreement within\n     400 days of the closing date of such Series; and\n\n\n                                       -47-\n\n\n\n                 (2)    The Administrative Agent shall have received evidence\n     satisfactory to it that the Series shall have been insured by FSA and such\n     FSA's credit risk on a stand-alone basis shall have been rated at least\n     Baa3\/BBB- by Moody's and S&amp;P, respectively.\n\n          SECTION 5.3   LIMITED REMEDIES AND RECOURSE FOR BREACH.  The\nAdministrative Agent, the Lender Collateral Agent and each of the Lenders\nacknowledges and agrees that the covenants in this Article V are covenants of\nACFS only and that the only recourse available to the Administrative Agent, the\nLender Collateral Agent and the Lenders shall be to recover actual damages from\nACFS.  The Administrative Agent, the Lender Collateral Agent and each of the\nLenders waives, to the fullest extent permitted by law, any right to specific\nperformance and other equitable remedies in respect of any breach of the\nrepresentations and warranties in this Article V.  In addition, nothing\ncontained in this Agreement shall be deemed to limit the ability of ACFS or the\nBorrower to cooperate with FSA or any Underlying Trustee with respect to the\nadministration or transfer of servicing upon a Servicer Termination Event (as\ndefined in any Underlying Transaction Document), including, without limitation,\nentering into amendments to the Underlying Transaction Documents with respect to\nthe obligations and compensation of a successor Servicer.\n\n\n                                      ARTICLE VA\n                             CONTINGENT OBLIGOR COVENANTS\n\n     SECTION 5A.01      COVENANT OF EACH CONTINGENT OBLIGOR.  Until this\nAgreement shall have been terminated in accordance with its terms, all\noutstanding Advances (including principal, interest and fees) have been repaid\nto the Lenders and all Commitments of the Lenders shall have been terminated,\neach Contingent Obligor will do or cause to be done all things necessary on its\npart to preserve and keep in full force and effect its existence and good\nstanding as a corporation under the laws of its jurisdiction of incorporation.\n\n     SECTION 5A.02      COVENANTS OF ACFS.  Until this Agreement shall have been\nterminated in accordance with its terms, all outstanding Advances (including\nprincipal, interest and fees) have been repaid to the Lenders and all\nCommitments of the Lenders shall have been terminated, ACFS will:\n\n          (a)    CONTINUING PERFORMANCE AS SERVICER. So long as ACFS is\nqualified to act as Servicer and it is the Servicer under any Designated Series,\nACFS shall not resign as Servicer with respect to such Designated Series without\nthe prior written consent of the Administrative Agent.  If FSA is not the\nControlling Party, to the extent ACFS is no longer the Servicer for any\nDesignated Series and ACFS has control over the appointment of a successor\nservicer with respect to such Designated Series under the related Series\nTransaction Documents, ACFS shall consult with the Administrative Agent prior to\nthe appointment of any successor servicer.\n\n          (b)    MODIFICATION OF SERIES TRANSACTION DOCUMENTS.    Not amend or\notherwise modify, without the consent of the Administrative Agent (which consent\nmay be given by the Administrative Agent at the direction of the Required\nLenders at their sole discretion), any of the \n\n\n                                       -48-\n\n\n\nSeries Transaction Documents relating to any FSA Series to which it is a \nparty which amendment or modification could adversely affect any of the \nLenders or the Administrative Agent, including, without limitation, any \namendment or modification, which (i) impairs or adversely affects the value \nof the Borrower Collateral or the RCCA Collateral, (ii) permits the creation \nof any Lien ranking prior to or on a parity with the Lien of the Security \nAgreement with respect to any of the Borrower Collateral or the  Lien of the \nRCCA Agreement with respect to any of the RCCA Collateral, other than as \npermitted by the Transaction Documents, (iii) terminates the Lien of the \nLender Collateral Agent on the Borrower Collateral or the Lien of the RCCA \nAgent on the RCCA Collateral or deprives the Lenders of the security afforded \nby the Lien of the Security Agreement or the Lien of the RCCA Agreement, or \n(iv) increases the amount of payments with respect to or accelerates the \nscheduled maturity date of any FSA Series.\n\n          (c)    APPOINTMENT OF TRUSTEE.  If FSA is not the Controlling \nParty, to the extent ACFS has control over the appointment of the trustee of \nany Designated Series (initial and any successor trustee), if such trustee is \nto be a Person other than Bank One, N.A., ACFS shall not appoint such trustee \nuntil ACFS has received the prior written consent of the Administrative Agent.\n\n          (d)    OPTIONAL REPURCHASE.  ACFS shall not exercise any right (as \na servicer under any Designated Series) of optional repurchase or \nreconveyance of the pool of receivables held by the trust which issued the \nDesignated Series without the consent of the Administrative Agent which \nconsent shall not unreasonably be withheld, if as a result of such repurchase \nor reconveyance, there will be any amounts owing to the Lenders with respect \nto such Designated Series under this Agreement or other Transaction Documents.\n\n          (e)    NOTICE OF SELLER OR SERVICER REPURCHASE.  ACFS shall provide \nimmediate written notice to the Administrative Agent of any mandatory \npurchase by the seller or servicer or reconveyance to the seller or servicer \nof the pool of receivables held by the trust which issued any  Designated \nSeries.  In addition, ACFS, in its capacity as servicer for a Designated \nSeries, shall, upon becoming aware of any event which would require the \nseller or servicer of the pool of receivables to purchase such receivables, \ngive immediate notice of such event to the other parties to the relevant \nSeries Transaction Documents and the Administrative Agent and take all other \nactions necessary for the seller or servicer to repurchase such receivables.\n\n          (f)    NOMINATION OF LOCK-BOX BANK.  Subject to FSA's rights as \nControlling Party under the Underlying Transaction Documents to direct the \nServicer and subject to the Subordination Agreement and Article IX hereof, \nACFS, as servicer for a Designated Series, shall not terminate any lock-box \nrelating thereto, and, in the event of resignation of a lock-box bank \nrelating to any Designated Series, ACFS, in its capacity as servicer for such \nDesignated Series, shall not nominate a new lock-box bank, in either case \nwithout the prior written consent of the Administrative Agent, which consent \nshall not unreasonably be withheld.\n\n          (g)    SERVICER FAILURE TO PERFORM.  ACFS shall reimburse the trust\nissuing any Designated Series for any decrease in excess cash flow or reduction\nin  the amount deposited in the relevant Designated Series Spread Account or\nRCCA which results from the failure of ACFS to \n\n\n                                       -49-\n\n\n\nperform its obligations as the servicer under the Series Transaction \nDocuments relating to such Designated Series.  \n\n          (h)    SERVICING FEES.  The Contingent Obligors will not amend \nSection 4.08 of the Indenture, dated as of January 29, 1998, among ACC and \ncertain Affiliates and Bank One, N.A., as trustee, without the consent of the \nRequired Lenders.\n\nARTICLE 6                                  \n                                  EVENTS OF DEFAULT\n\n          SECTION 6.1   EVENTS OF DEFAULT.  Each of the following events shall\nconstitute an \"EVENT OF DEFAULT\" hereunder:\n\n          (1)    the Borrower shall fail to pay any principal of any Advance, \nor shall fail to pay any interest, fees or other amount payable hereunder \nwithin one (1) Business Day after the same becomes due and payable or any \nContingent Obligor shall fail to pay any amount payable by it hereunder \nwithin one (1) Business Day after the same becomes due and payable; or\n\n          (2)    any representation or warranty by any Contingent Obligor \nherein or in any other Transaction Document to which such Contingent Obligor \nis party shall prove to have been incorrect in any material respect when made \nor deemed made; or\n\n          (3)    ACFS shall fail to cause the Borrower in any material \nrespect to perform or observe any term, covenant or agreement contained in \nSECTION 5.02(a) if the failure to perform or observe such term, covenant or \nagreement shall remain unremedied for ten (10) Business Days (determined in \nthe case of a Lien described in clause (iv) of such Section, after giving \neffect to the five Business Day cure period provided in such Section); or\n\n          (4)    the Borrower or any Contingent Obligor shall fail in any \nmaterial respect to perform or observe any term, covenant or agreement \ncontained in this Agreement or any of the other Transaction Documents (other \nthan as described in SECTION 6.01(a), 6.01(b) or 6.01(c) above) to be \nperformed or observed by it if the failure to perform or observe such other \nterm, covenant or agreement shall remain unremedied for thirty (30) days \nafter written notice thereof shall have been given to the Borrower or the \nContingent Obligor, as applicable, by the Administrative Agent; or\n\n          (5)    the Borrower or any Contingent Obligor shall fail to pay any\nprincipal of or premium or interest on any Debt (other than its obligations\nunder this Agreement or the Lender Notes) having a principal sum of $100,000 or\nmore, with respect to the Borrower or $10,000,000 or more, with respect to any\nContingent Obligor, when the same becomes due and payable (whether by scheduled\nmaturity, required prepayment, acceleration, demand or otherwise) and such\nfailure shall continue after the applicable grace period, if any, specified in\nthe agreement or instrument relating to such Debt; or any other default under\nany agreement or instrument relating to any such Debt of the Borrower or any\nContingent Obligor or any other event, shall occur and shall continue after the\napplicable grace period, if any, specified in such agreement or instrument if\nthe effect of \n\n\n                                       -50-\n\n\n\nsuch default or event is to accelerate, or to permit the acceleration of, the \nmaturity of such Debt; or any such Debt shall be declared to be due and \npayable or required to be prepaid (other than by a regularly scheduled \nrequired prepayment), redeemed, purchased or defeased, or an offer to prepay, \nredeem, purchase or defease such Debt shall be required to be made, in each \ncase, prior to the stated maturity thereof; or\n\n          (6)    any facility termination event, early amortization event, \nservicer termination event, any drawdown under the insurance policy provided \nby the Designated Series Insurer with respect to any Designated Series or \nevent of default or other similar event by any other name shall occur under \nany of the Designated Series (whether or not declared, waived or consented to \nby the relevant trustee, Designated Series Insurer, trust or the holders of \nsuch Designated Series) and any grace period or cure period set forth in the \nrelevant Series Transaction Documents shall have expired;\n\n          (7)    any event of default or other default shall occur under any \ninsurance and reimbursement agreement with any Designated Series Insurer and \nany grace period or cure period set forth in the relevant insurance and \nreimbursement agreement shall have expired;\n\n          (8)    any Insolvency Event shall occur with respect to the \nBorrower, the Spread Account Depositor, any Designated Series Servicer or any \nof the Contingent Obligors;\n\n          (9)    there shall remain undischarged for more than ten days any \nfinal judgment or execution action against  the Spread Account Depositor, the \nBorrower or any Contingent Obligor that, together with other outstanding \nfinal judgments and execution actions against the Spread Account Depositor, \nthe Borrower or such Contingent Obligor, as the case may be, exceeds $100,000 \nin the aggregate with respect to the Spread Account Depositor or the Borrower \nor $10,000,000 in the aggregate with respect to any Contingent Obligor; or\n\n          (10)   the Pension Benefit Guaranty Corporation or the Internal \nRevenue Service shall have filed notice of one or more Liens against  the \nSpread Account Depositor, the Borrower or any Contingent Obligor or any of \ntheir respective properties or assets and such Liens shall remain \nundischarged for more than 30 Business Days after the date of such notice; or\n\n          (11)   (i) the Security Agreement (or any Lien purported to be created\nthereunder) shall, for any reason, cease to be in full force and effect or be\ndeclared to be null and void, or the Lender Collateral Agent for any reason\nshall not or shall cease to hold a valid and perfected Lien (second in priority\nonly to Permitted Liens) in all Borrower Collateral in favor of the Lenders and\nthe Administrative Agent, or the validity or enforceability of the Security\nAgreement (or any Lien purported to be created thereunder) shall be contested by\nthe Borrower, or the Borrower shall deny that it has any or further liability or\nobligation thereunder (or with respect thereto); or (ii) the RCCA Agreement (or\nany Lien purported to be created thereunder) shall, for any reason, cease to be\nin full force and effect or be declared to be null and void, or the RCCA Agent\nfor any reason shall not or shall cease to hold a valid and perfected Lien in\nall RCCA Collateral, or the validity or enforceability of the RCCA Agreement (or\nany Lien purported to be created thereunder) shall be contested by the \n\n\n                                       -51-\n\n\n\nBorrower, or the Borrower shall deny that it has any or further liability or \nobligation thereunder (or with respect thereto); or\n\n          (12)   The Contingent Obligors and their Affiliates shall not own \nor shall cease for any reason to own 100% of the issued and outstanding \ncapital stock of the Borrower or the Borrower shall not own or shall cease \nfor any reason to own 100% of the beneficial interests in the Spread Account \nDepositor; or\n\n          (13)   any material representation or warranty made by any \nContingent Obligor or the servicer in any of the Series Transaction Documents \nrelating to any Designated Series or any information delivered to the \nBorrower with respect to any Designated Series shall prove to have been \nincorrect in any material respect when made or when delivered, which \ncontinues to be incorrect for a period of ten (10) Business Days after \nwritten notice thereof shall have been given to the Borrower by the \nAdministrative Agent; or\n\n          (14)   any Transaction Document shall, for any reason (except in \naccordance with its terms), cease to be in full force and effect, or cease to \nbe the legally valid, binding and enforceable obligations of the parties \nthereto, or any party to any Transaction Document shall, directly or \nindirectly, contest in any manner such effectiveness, validity, binding \nnature or enforceability; or\n\n          (15)   (i) any Credit Support Default shall have occurred or (ii) \nany Credit Support Provider shall have contested its obligations under the \nCredit Support Agreement and, in either such case, such Credit Support \nProvider shall not have been replaced by the Borrower with a Credit Support \nProvider acceptable to the Administrative Agent within 30 days.\n\n          SECTION 6.2   REMEDIES. \n\n          (1)    Upon the occurrence of any Event of Default or at any time \nthereafter during the continuance thereof, (i) if such event is an Event of \nDefault specified in clause (h) of SECTION 6.01, the Commitments shall \nimmediately and automatically terminate and the Borrowings, all accrued and \nunpaid interest thereon and all other amounts owing hereunder and under the \nLender Notes shall immediately become due and payable by the Contingent \nObligors (subject to the limit set forth in Section 2A.03) and due and \npayable to the extent of funds available under the Security Agreement, and, \nsubject to the provisions of the Subordination Agreement and Article IX \nhereof,  the Administrative Agent may, and upon the direction of the Required \nLenders shall, exercise any and all remedies and other rights provided herein \nor in the Transaction Documents, including its rights under Article IIA, with \nrespect to the Contingent Obligors, the Borrower Collateral and the RCCA \nCollateral and (ii) if such event is any other Event of Default, any or all \nof the following actions may be taken:  (A) with the consent of the Required \nLenders, the Administrative Agent may, and upon the direction of the Required \nLenders shall, by notice to the Borrower, declare the Commitments to be \nterminated forthwith, whereupon the Commitments shall immediately terminate, \nand (B) with the consent of the Required Lenders, the Administrative Agent \nmay, and upon the direction of the Required Lenders shall, by notice of \ndefault to the Borrower, declare the\n\n\n                                       -52-\n\n\n\nBorrowings, all accrued and unpaid interest thereon, and all other amounts owing\nhereunder to be forthwith due and payable by the Contingent Obligors (subject to\nthe limit set forth in Section 2A.03) and due and payable to the extent of funds\navailable under the Security Agreement, whereupon the same shall immediately\nbecome due and payable by the Contingent Obligors (subject to the limit set\nforth in Section 2A.03) and due and payable to the extent of funds available\nunder the Security Agreement, and, subject to the provisions of the\nSubordination Agreement and Article IX hereof, the Administrative Agent may, and\nupon the direction of the Required Lenders shall, exercise any and all remedies\nand othe rights provided herein or in the Transaction Documents, including its\nrights under Article IIA, with respect to the Contingent Obligors, the Borrower\nCollateral and the RCCA Collateral.  Except as otherwise provided in this\nSection, presentment, demand, protest and all other notices of any kind are\nhereby expressly waived.  The Borrower and each Contingent Obligor hereby\nfurther expressly waives and covenants not to assert any appraisement,\nvaluation, stay, extension, redemption or similar laws, now or at any time\nhereafter in force which might delay, prevent or otherwise impede the\nperformance or enforcement of any Transaction Document.\n\n          (2)    In the event that the Commitments shall have been terminated or\nthe Borrowings shall have been declared, subject to the provisions of the\nSubordination Agreement and Article IX hereof, due and payable pursuant to the\nprovisions of this Section, any funds received by the Administrative Agent and\nthe Lenders from or on behalf of the Borrower shall, subject to the provisions\nof the Subordination Agreement and Article IX hereof, be applied by the\nAdministrative Agent and the Lenders in liquidation of the Borrowings and the\nobligations of the Borrower hereunder and under the Lender Notes in the manner\nand order set forth in the Security Agreement.\n\n          (3)    All remedies against the Borrower and\/or the Borrower\nCollateral set forth in this Section 6.02 shall be subject to the provisions of\nthe Subordination Agreement and Article IX hereof.\n\n\n                                     ARTICLE VIA\n                             EVENTS OF EARLY TERMINATION\n\n     SECTION 6A.01  EVENTS OF EARLY TERMINATION.  Each of the following events\nshall constitute an \"EVENT OF EARLY TERMINATION\" hereunder:\n\n          (a)    the long term senior unsecured debt of ACC is rated by any of\nFitch or Moody's at or below B or B2 respectively; or\n\n          (b)    a Credit Support Provider Ratings Event shall have occurred and\nbe continuing and such Credit Support Provider shall not have been replaced by\nthe Borrower with a Credit Support Provider acceptable to the Administrative\nAgent within 45 days of such event.\n\n     SECTION 6A.02  CONSEQUENCES.  Upon the occurrence of any Event of Early\nTermination or at any time thereafter during the continuance thereof, the\nRequired Lenders may declare that the \n\n\n                                       -53-\n\n\n\nCommitments shall immediately and automatically be terminated and the \nBorrower shall not be permitted to borrow and the Lenders shall not be \nrequired to make any new Advances to the Borrower hereunder.\n\n                                     ARTICLE VIB\n                             EVENTS OF EARLY AMORTIZATION\n\n     SECTION 6B.01  EVENTS OF EARLY AMORTIZATION.  Each of the following events\nshall constitute an \"EVENT OF EARLY AMORTIZATION\" hereunder:\n\n          (a)    the long term senior unsecured debt of ACC is rated by any of\nS&amp;P, Fitch or Moody's at or below B-, B- or B3 respectively; or\n\n          (b)     any trigger event, facility termination event, early\namortization event, servicer termination event or event of default or other\nsimilar event by any other name shall occur under any of the Series insured by\nany Designated Series Insurer or other insurer (whether or not declared, waived\nor consented to by the relevant trustee, Designated Series Insurer, trust or the\nholders of such Series) and any grace period or cure period set forth in the\nrelevant Series Transaction Documents shall have expired, PROVIDED that a\ntrigger event shall not constitute an Event of Early Amortization if (i) the\nPool Factor (as defined in the Series Transaction Documents with respect to\nSeries 1999-B) with respect to the related Series is 50% or less, (ii) FSA\nwaives such trigger event, (iii) the aggregate outstanding principal amount of\nall such Series is less than or equal to 15% of the aggregate outstanding\nprincipal amount of all the Series insured by the Designated Series Insurer\n(including any outstanding Prefunded Amounts), (iv) the amount on deposit in the\nSpread Account for such Series is not less than the amount required to be on\ndeposit therein pursuant to the terms of the related Series Transaction\nDocuments and (v) the amount of overcollateralization for such Series is not\nless than the amount of overcollateralization required pursuant to the terms of\nthe related Series Transaction Documents; or\n\n          (c)    total delinquencies of 60 days or more and repossessed assets\nin ACFS's serviced portfolio exceeds 6.5% of such portfolio determined at the\nend of any fiscal month of ACFS; or\n\n          (d)    the ACC Portfolio Charge-Off Ratio as of the end of any of its\nfiscal quarters exceeds 7.5%; or\n\n          (e)    a Credit Support Default shall have occurred and be continuing\nand, if such Credit Support Provider Default shall have resulted from an\nInsolvency Event, such Credit Support Provider shall not have been replaced by\nthe Borrower with a Credit Support Provider acceptable to the Administrative\nAgent within 30 days of such default.\n\n     SECTION 6B.02  CONSEQUENCES.  Upon the occurrence of any Event of Early\nAmortization or at any time thereafter during the continuance thereof, the\nRequired Lenders may declare that the \n\n\n                                       -54-\n\n\n\nCommitments shall immediately and automatically be terminated and the \nBorrower shall not be permitted to borrow and the Lenders shall not be \nrequired to make any new Advances to the Borrower hereunder.  In addition, \nsubject to the provisions of the Subordination Agreement and Article IX \nhereof, the outstanding principal amount of the Borrowings shall be repaid as \nset forth in Section 2.05(e).\n\nARTICLE 7                                  \n                                      THE AGENT\n\n          SECTION 7.1   APPOINTMENT.\n\n          (1)    Each Lender hereby irrevocably designates and appoints the\nAdministrative Agent as the agent of such Lender hereunder and under the\nTransaction Documents, and each such Lender irrevocably authorizes the\nAdministrative Agent, as the agent for such Lender, to take such action on its\nbehalf under the provisions hereof and of each Transaction Document and to\nexercise such powers and perform such duties hereunder and thereunder as are\nexpressly granted to the Administrative Agent by the terms hereof or thereof,\nsubject to the terms and conditions of this Agreement and the Subordination\nAgreement, together with such other powers as are reasonably incidental thereto.\nNotwithstanding any provision to the contrary elsewhere in this Agreement, the\nAdministrative Agent shall not have any duties or responsibilities, except those\nexpressly set forth herein or in the Transaction Documents to which the\nAdministrative Agent is a party, or any fiduciary relationship with any Lender,\nand no implied covenants, functions, responsibilities, duties, obligations or\nliabilities shall be read into this Agreement or otherwise exist against the\nAdministrative Agent.\n\n          (2)    Each Lender hereby appoints Bankers Trust Company as Lender\nCollateral Agent under the Security Agreement and Bankers Trust Company hereby\naccepts such appointment, subject, in each case, to the terms and conditions set\nforth in the Security Agreement and the Subordination Agreement.\n\n          SECTION 7.2   DELEGATION OF DUTIES.  The Administrative Agent may\nexecute any of its duties hereunder or under any of the Transaction Documents by\nor through agents or attorneys-in-fact and shall be entitled to advice of\ncounsel concerning all matters pertaining to such duties.  The Administrative\nAgent shall not be responsible for the negligence or misconduct of any agents or\nattorneys-in-fact selected by it with reasonable care.\n\n          SECTION 7.3   EXCULPATORY PROVISIONS.  Neither the Administrative\nAgent nor any of its officers, directors, employees, agents, attorneys-in-fact\nor Affiliates shall be (a) liable to any of the Lenders for any action lawfully\ntaken or omitted to be taken by it or such Person under or in connection with\nany of the other Transaction Documents (except for its or such Person's own\ngross negligence or willful misconduct) or (b) responsible in any manner to any\nof the Lenders for any recitals, statements, representations or warranties made\nby the Borrower, the Spread Account Depositor, any Contingent Obligor, the RCCA\nAgent or the Lender Collateral Agent or any officer \n\n\n                                       -55-\n\n\n\nthereof contained in any of the other Transaction Documents or in any \ncertificate, report, statement or other document referred to or provided for \nin, or received by the Administrative Agent under or in connection with, any \nof the other Transaction Documents or for the value, validity, effectiveness, \ngenuineness, enforceability or sufficiency of this Agreement or any of the \nother Transaction Documents or for any failure of the Borrower, the Spread \nAccount Depositor, any Contingent Obligor, the RCCA Agent or the Lender \nCollateral Agent to perform its obligations thereunder.  The Administrative \nAgent shall be under no obligation to any Lender to ascertain or to inquire \nas to the observance or performance of any of the agreements contained in, or \nconditions of, any of the other Transaction Documents, or to inspect the \nproperties, books or records of the Borrower, the Spread Account Depositor, \nany Contingent Obligor, any trustee for any Designated Series, the RCCA Agent \nor the Lender Collateral Agent.\n\n          SECTION 7.4   RELIANCE BY AGENT.  The Administrative Agent shall be\nentitled to rely, and shall be fully protected in relying, upon any writing,\nresolution, notice, consent, certificate, affidavit, letter, cablegram,\ntelegram, telecopy, telex or teletype message, written statement, order or other\ndocument or conversation believed by it to be genuine and correct and to have\nbeen signed, sent or made by the proper Person or Persons and upon advice and\nstatements of legal counsel (including counsel to the Administrative Agent),\nindependent accountants and other experts selected by the Administrative Agent. \nThe Administrative Agent shall be fully justified in failing or refusing to take\nany action under any of the Transaction Documents unless it shall first receive\nsuch advice or concurrence of the Required Lenders as it deems appropriate or it\nshall first be indemnified to its satisfaction by the Lenders or by the\nCommitted Lenders against any and all liability and expense which may be\nincurred by it by reason of taking or continuing to take any such action.  The\nAdministrative Agent shall in all cases be fully protected in acting, or in\nrefraining from acting, under any of the Transaction Documents in accordance\nwith a request of the Required Lenders and such request and any action taken or\nfailure to act pursuant thereto shall be binding upon all present and future\nLenders.\n\n          SECTION 7.5   NOTICES.  The Administrative Agent shall not be deemed\nto have knowledge or notice of the occurrence of any breach of this Agreement or\nthe occurrence of any Default, Event of Default, Event of Early Termination or\nEvent of Early Amortization unless the Administrative Agent has received notice\nfrom the Borrower, the Lender Collateral Agent, the RCCA Agent or any Lender\nreferring to this Agreement, describing such event.  In the event that the\nAdministrative Agent receives such a notice, the Administrative Agent promptly\nshall give notice thereof to the Lenders.  The Administrative Agent shall take\nsuch action with respect to such event as shall be reasonably directed by the\nRequired Lenders; PROVIDED that unless and until the Administrative Agent shall\nhave received such directions, the Administrative Agent  may (but shall not be\nobligated to) take such action, or refrain from taking such action, with respect\nto such event as it shall deem advisable in the best interests of the Lenders.\n\n          SECTION 7.6   NON-RELIANCE ON AGENT AND OTHER LENDERS.  Each Lender\nexpressly acknowledges that neither the Administrative Agent nor any of its\nofficers, directors, employees, agents, attorneys-in-fact or Affiliates has made\nany representations or warranties to it and that no act by the Administrative\nAgent or the Administrative Agent hereafter taken, including any review of \n\n\n                                       -56-\n\n\n\nthe affairs of the Borrower, any Contingent Obligor, any trustee for any \nDesignated Series, the RCCA Agent or the Lender Collateral Agent shall be \ndeemed to constitute any representation or warranty by the Administrative \nAgent to any Lender.  Each Lender represents to the Administrative Agent that \nit has, independently and without reliance upon the Administrative Agent or \nany other Lender, and based on such documents and information as it has \ndeemed appropriate, made its own appraisal of and investigation into the \nvalue and creditworthiness of the Borrower Collateral, the RCCA Collateral, \nthe business, operations, property, financial and other condition and \ncreditworthiness of the Borrower, the Spread Account Depositor, each \nContingent Obligor, trustee of each Designated Series, the RCCA Agent or the \nLender Collateral Agent and made its own decision to enter into this \nAgreement and its Commitment and make Advances hereunder.  Each Lender also \nrepresents that it will, independently and without reliance upon the \nAdministrative Agent or any other Lender, and based on such documents and \ninformation as it shall deem appropriate at the time, continue to make its \nown analysis, appraisals and decisions in taking or not taking action under \nany of the Transaction Documents, and to make such investigation as it deems \nnecessary to inform itself as to the value and creditworthiness of the \nBorrower Collateral, the RCCA Collateral, the business, operations, property, \nfinancial and other condition and creditworthiness of the Borrower, the \nSpread Account Depositor, each Contingent Obligor, trustee of each Designated \nSeries, the RCCA Agent or the Lender Collateral Agent.  Except for notices, \nreports and other documents received by the Administrative Agent under \nSECTION 5.01(a) or 5.01(b) hereof, the Administrative Agent shall not have \nany duty or responsibility to provide any Lender with any credit or other \ninformation concerning the business, operations, property, condition \n(financial or otherwise), prospects or creditworthiness of the Borrower, the \nSpread Account Depositor, any Contingent Obligor, any trustee of any \nDesignated Series, the RCCA Agent or the Lender Collateral Agent which may \ncome into the possession of the Administrative Agent or any of its officers, \ndirectors, employees, agents, attorneys-in-fact or Affiliates.\n\n          SECTION 7.7   INDEMNIFICATION.  The Liquidity Lenders and the \nNon-contingent Lenders agree to indemnify the Administrative Agent and the \nLender Collateral Agent in their respective capacities as such (without \nlimiting the obligation (if any) of the Borrower to reimburse the \nAdministrative Agent or the Lender Collateral Agent for any such amounts), \nratably according to their respective Lending Percentages (or, if the \nCommitments have been terminated, Percentage Interests), from and against any \nand all liabilities, obligations, losses, damages, penalties, actions, \njudgments, suits, costs, expenses or disbursements of any kind whatsoever \nwhich may at any time (including at any time following the payment of the \nobligations under this Agreement) be imposed on, incurred by or asserted \nagainst the Administrative Agent or the Lender Collateral Agent, as the case \nmay be, in any way relating to or arising out of this Agreement, the Security \nAgreement or any documents contemplated by or referred to herein or therein \nor the transactions contemplated hereby or thereby or any action taken or \nomitted by the Administrative Agent or the Lender Collateral Agent, as the \ncase may be, under or in connection with any of the foregoing; PROVIDED that \nno Lender shall be liable for the payment of any portion of such liabilities, \nobligations, losses, damages, penalties, actions, judgments, suits, costs, \nexpenses or disbursements of the Administrative Agent or the Lender \nCollateral Agent, as the case may be, resulting from its own gross negligence \nor willful misconduct.  The agreements in this subsection shall survive the \npayment of the obligations under this Agreement.\n\n\n                                       -57-\n\n\n\n          SECTION 7.8   AGENT IN ITS INDIVIDUAL CAPACITY.  The Administrative\nAgent and its Affiliates may make loans to, accept deposits from and generally\nengage in any kind of business with the Borrower, the Spread Account Depositor,\nany Contingent Obligor, any trustee of any Designated Series, the RCCA Agent or\nthe Lender Collateral Agent as though the Administrative Agent were not the\nagent hereunder.  Each Lender acknowledges that CSFB may act (i) as\nadministrator and agent for one or more Conduit Lenders and in such capacity\nacts and may continue to act on behalf of each such Conduit Lender in connection\nwith its business, and (ii) as the agent for certain financial institutions\nunder the liquidity and credit enhancement agreements relating to this Agreement\nto which any such Conduit Lender is party and in various other capacities\nrelating to the business of any such Conduit Lender under various agreements. \nCSFB in its capacity as the Administrative Agent shall not, by virtue of its\nacting in any such other capacities, be deemed to have duties or\nresponsibilities hereunder or be held to a standard of care in connection with\nthe performance of its duties as the Administrative Agent other than as\nexpressly provided in this Agreement.  CSFB may act as the Administrative Agent\nwithout regard to and without additional duties or liabilities arising from its\nrole as such administrator or agent or arising from its acting in any such other\ncapacity.  Each Lender further acknowledges that CSFB in its capacity as\nAdministrative Agent may be the beneficiary of one or more policies issued by\nthe Credit Support Providers and that such policies may be held for the benefit\nof only certain of the Lenders.  The Lenders agree that the Administrative Agent\nmay disburse payments received under such policies only to the Lenders intended\nto be beneficiaries thereof and may otherwise act as agent of only such Lenders\nin connection with such policies.\n\n          SECTION 7.9   SUCCESSOR AGENT.  The Administrative Agent may resign as\nAdministrative Agent upon ten days' notice to the Lenders, the Lender Collateral\nAgent and the Borrower, with such resignation becoming effective upon a\nsuccessor agent succeeding to the rights, powers and duties of the\nAdministrative Agent pursuant to this SECTION 7.09.  If the Administrative Agent\nshall resign as Administrative Agent under this Agreement, then the Required\nLenders shall appoint from among the Liquidity Lenders and the Non-contingent\nLenders a successor agent for the Lenders with the written consent of the\nBorrower which shall not be unreasonably withheld.  The successor agent shall\nsucceed to the rights, powers and duties of the Administrative Agent, and the\nterm \"Administrative Agent\" shall mean such successor agent effective upon its\nappointment, and the former Administrative Agent's rights, powers and duties as\nAdministrative Agent shall be terminated, without any other or further act or\ndeed on the part of such former Administrative Agent or any of the parties to\nthis Agreement.  After the retiring Administrative Agent's resignation as\nAdministrative Agent, the provisions of this ARTICLE VII shall inure to its\nbenefit as to any actions taken or omitted to be taken by it while it was\nAdministrative Agent under this Agreement.\n\n\n\n\n\n\n\n\n                                       -58-\n\n\n\nARTICLE 8                                  \n                                    MISCELLANEOUS\n\n          SECTION 8.1   AMENDMENTS, ETC.  With the written consent of the\nRequired Lenders, the Administrative Agent, the Lender Collateral Agent, the\nContingent Obligors and the Borrower may, from time to time, enter into written\namendments, supplements or modifications of this Agreement and\/or the Security\nAgreement and, with the consent of the Required Lenders, the Administrative\nAgent on behalf of the Lenders may execute and deliver to any such parties a\nwritten instrument waiving or a consent to a departure from, on such terms and\nconditions as the Administrative Agent may specify in such instrument, any of\nthe requirements of this Agreement or the Security Agreement or any Event of\nEarly Termination, Event of Early Amortization, Default or Event of Default and\nits consequences; PROVIDED, HOWEVER, that:\n\n          (1)    no such amendment, supplement, modification, waiver or consent\nshall, increase the Commitment Amount of any Lender without its consent or,\nwithout the consent of all Lenders, (i) increase the Total Commitment Amount,\n(ii) extend the Stated Maturity Date, Commitment Expiration Date or any\nDesignated Series Maturity Date, (iii) decrease the rate, or extend the time of\npayment, of interest on, or change, forgive or extend the time of payment of the\nprincipal amount of, or change the pro rata allocation of payments under, any\nLender Note, (iv) reduce the rate of, or extend the date of payment for, any fee\npayable to Lenders hereunder, (v) release all or any part of the Borrower\nCollateral or the RCCA Collateral except to the extent that the sale or\ndisposition of such collateral is permitted under the terms of any Transaction\nDocument, (vi) change the provisions of SECTION 5.01(c), or SECTIONS 8.01 or\n8.08, (vii) change the definitions of \"Interest Period\" or  \"Required Lenders,\"\n(viii) extend the date or decrease the amount of any mandatory prepayment of the\nBorrowings pursuant to SECTION 2.05, (ix) change the sharing provisions among\nthe Lenders, or (x) change the several nature of the obligations of the Lenders;\n\n          (2)    without the written consent of the Administrative Agent or the\nLender Collateral Agent, as the case may be, no such amendment, supplement,\nmodification or waiver shall amend, modify or waive any provision of Article VII\nor otherwise change any of the rights or obligations of the Administrative Agent\nor the Lender Collateral Agent, as the case may be, hereunder or under any\nTransaction Documents or reduce the rate of, or extend the date of payment for,\nany fee payable to the Administrative Agent hereunder;\n\n          (3)    the consent of each affected Conduit Lender shall be required\nfor any change to the provisions of SECTION 8.07 or 8.17; and\n\n          (4)    the consent of FSA, which shall not unreasonably be withheld,\nshall be required for any amendment which would materially and adversely affect\nFSA or the Underlying Trustees, PROVIDED that the consent of FSA shall not be\nrequired in connection with (i) any change in the Commitment Amount of any\nLender or in the Total Commitment Amount, (ii) any extension of the Stated\nMaturity Date, Commitment Expiration Date or any Designated Series Maturity\nDate, (iii) subject to continued compliance with the Subordination Agreement and\nArticle IX hereof, any change in the rate, or the time of payment, of interest\non the principal amount of, or in the pro rata \n\n\n                                       -59-\n\n\n\nallocation of payments under, any Lender Note, (iv) subject to continued \ncompliance with the Subordination Agreement and Article IX hereof, any change \nin the rate of, or the date of payment for, any fee payable to Lenders \nhereunder (other than any portion of the Facility Fee payable pursuant to any \nSeries Transaction Document with the same priority as the payment of the \npremiums to the Designated Series Insurer), (v) any release of  all or any \npart of the Borrower Collateral or the RCCA Collateral, (vi) any change in \nthe definitions of \"Interest Period\" or \"Required Lenders,\" (vii) any waiver \nof the conditions of Article III, (viii) subject to continued compliance with \nthe Subordination Agreement and Article IX hereof, any change in the date or \nthe amount of any mandatory prepayment of the Borrowings pursuant to SECTION \n2.05, (ix) any change in the sharing provisions among the Lenders or (x) any \nchange in the several nature of the obligations of the Lenders.\n\n          Any Lender may specify that any such written consent executed by it\nshall be effective only with respect to a portion of the Percentage Interests\nand the Commitment Amounts, as the case may be, held by it (in which case it\nshall specify, by dollar amount, the aggregate amount of Percentage Interests\nand Commitment Amounts with respect to which such consent shall be effective)\nand in the event of any such specifications, such Lender shall be deemed to have\nexecuted such written consent only with respect to the portion of the Percentage\nInterests and the Commitment Amounts so specified.  Any such amendment,\nsupplement, modification or waiver shall apply equally to each of the Lenders\nand shall be binding upon the parties to the applicable Transaction Document,\nthe Lenders, the Administrative Agent, the Lender Collateral Agent, the\nContingent Obligors and all future holders of the Lender Notes.  In the case of\nany waiver, the parties to the applicable Transaction Document, the Lenders, the\nAdministrative Agent shall be restored to their former position and rights\nhereunder and under the outstanding Lender Notes and other Lender Documents to\nthe extent provided for in such waiver, and any Default or Event of Default\nwaived shall not extend to any subsequent or other Default or Event of Default,\nor impair any right consequent thereon.  The Transaction Documents may not be\namended orally or by any course of conduct.\n\n          SECTION 8.2   NOTICES, ETC.  The Contingent Obligors hereby appoint\nACC to act as agent for the Contingent Obligors with respect to the receiving\nand giving of any notices or any other written instruction hereunder.  The\nAdministrative Agent is hereby entitled to rely on any communication given or\ntransmitted by ACC as if such communication were given or transmitted by each\nand every Contingent Obligor.  All notices, requests and demands to or upon the\nrespective parties hereto to be effective shall be in writing (including by\ntelecopy, telegraph or telex), and, unless otherwise expressly provided herein,\nshall be deemed to have been duly given or made when delivered by hand, or, in\nthe case of mail or telecopy notice, when received, or, in the case of\ntelegraphic notice, when delivered to the telegraph company, or, in the case of\ntelex notice, when sent, answer back received, addressed as follows or, with\nrespect to a Lender other than an initial Lender, as set forth in its respective\nAssignment and Assumption, or to such other address as may be hereafter notified\nby the respective parties hereto:\n\n     The Borrower       AFS Funding Corp.\n                        639 Isbell Road, Suite 390\n\n\n                                       -60-\n\n\n\n                        Reno, Nevada 89509\n                        Attention:  Chief Financial Officer\n                        Telephone:\n                        Telefax:  702-322-8808\n\n     with a copy to:\n\n                        AmeriCredit Corp.\n                        801 Cherry Street, Suite 3900\n                        Fort Worth, Texas 76102\n                        Attention:  Treasurer\n                        Telephone: 817-302-7022\n                        Telefax:  817-302-7942\n\n     ACC as agent       AmeriCredit Corp.\n     for the Contingent 801 Cherry Street, Suite 3900\n     Obligors           Fort Worth, Texas 76102\n                        Attention:  Treasurer\n                        Telephone: 817-302-7022\n                        Telefax:  817-302-7942\n\n\n     The Adminis-       Credit Suisse First Boston, New York Branch\n      trative Agent     Eleven Madison Avenue\n                        New York, New York  10010\n                        Attention: Asset Finance\n                        Telephone:  212-325-3003\n                        Telefax:  212-325-6677\n\n     The Lender         Bankers Trust Company\n      Collateral Agent  Four Albany Street\n                        New York, NY 10006\n                        Attention: Corporate Trust and Agency Services --\n                        Structured Finance\n                        Telephone:    212-250-6137\n                        Telefax:      212-250-6439\n\n\n\n          SECTION 8.3   NO WAIVER; REMEDIES.  No failure on the part of any\nLender or the Administrative Agent to exercise, and no delay in exercising, any\nright hereunder shall operate as a waiver thereof; nor shall any single or\npartial exercise of any such right preclude any other or further exercise\nthereof or the exercise of any other right.  The remedies herein provided are\ncumulative and not exclusive of any remedies provided by law.\n\n\n                                       -61-\n\n\n\n          SECTION 8.4   COSTS, EXPENSES AND INDEMNIFICATION.  The Borrower\nagrees, to pay all costs and expenses of the Administrative Agent and each\nCredit Support Provider in connection with the preparation, execution, delivery,\nmodification and amendment of this Agreement, the other Transaction Documents\nand the other documents to be delivered hereunder and thereunder, including the\nreasonable fees and out-of-pocket expenses of counsel for the Administrative\nAgent and each Credit Support Provider with respect thereto and with respect to\nadvising such agents as to their respective  rights and responsibilities under\nthis Agreement and such other Transaction Documents.  Subject to the provisions\nof the Subordination Agreement and Article IX hereof, the Borrower further\nagrees to pay all costs and expenses, if any (including reasonable counsel fees\nand expenses), of the Administrative Agent, each Credit Support Provider and\neach Lender in connection with the enforcement of this Agreement, the other\nTransaction Documents and the other documents to be delivered hereunder and\nthereunder, including reasonable counsel fees and expenses in connection with\nthe enforcement of rights under this SECTION 8.04 and all costs and expenses\n(including reasonable counsel fees and expenses) in connection with the\nnegotiation of any restructuring or \"work-out\" (whether or not consummated) of\nthe obligations of the Borrower hereunder or under any Transaction Document. \nSubject to the provisions of the Subordination Agreement and Article IX hereof,\nthe Borrower further agrees to indemnify each Lender and each of its respective\naffiliates, control persons, officers, directors, employees and agents (each an\n\"INDEMNIFIED PARTY\"), from and against any and all claims, damages, losses,\nliabilities and expenses (including reasonable fees and disbursements of\ncounsel) for which any of them may become liable or which may be incurred by or\nasserted against any of them in connection with the investigation of,\npreparation for or defense of any pending or threatened claim or any action or\nproceeding arising out of, related to or in connection with the transactions\ndescribed herein whether or not any Indemnified Party or the Borrower is a party\nthereto, including any transaction in which any proceeds of any Borrowing are or\nare proposed to be applied; PROVIDED, HOWEVER, that the Borrower shall not be\nliable for any portion of such claims, damages, losses, liabilities or expenses\nresulting from an Indemnified Party's gross negligence or willful misconduct. \nThe provisions of this SECTION 8.04 shall survive the termination of this\nAgreement.\n\n          SECTION 8.5   BINDING EFFECT; TERMINATION.  This Agreement shall\nbecome effective upon the Effective Date and shall thereafter be binding upon\nand inure to the benefit of each of the parties hereto and each of their\nrespective successors and assigns, except that none of the Borrower or any of\nthe Contingent Obligors shall have the right to assign its rights hereunder or\nany interest herein without the prior written consent of all Lenders and the\nAdministrative Agent.  This Agreement shall terminate on the date following the\nCommitment Termination Date for all Lenders on which all Advances and other\nobligations hereunder shall have been paid in full.\n\n          SECTION 8.6   ASSIGNMENTS AND PARTICIPATION. \n\n          (1)    Each Lender may, but only in accordance with applicable law and\nthis Section 8.06, at any time grant participations in all or part of its\nCommitment or its Advances, including the payments due to it under this\nAgreement and its Lender Note (each, a \"PARTICIPATION\"), to any Lender or to any\nother bank, commercial paper conduit or other institution which is consented to\nby the Administrative Agent, which consents shall not be unreasonably withheld\n(each, a \n\n\n                                       -62-\n\n\n\n\"PARTICIPANT\").  No Insurance and Reimbursement Agreement entered into with a \nCredit Support Provider shall constitute a Participation.  Each Lender hereby \nacknowledges and agrees that (A) any such Participation will not alter or \naffect such Lender's direct obligations hereunder, and (B) the Borrower shall \nnot have any obligation to have any communication or relationship with any \nParticipant.  No Participant shall be entitled to sell, transfer, assign, \nparticipate, subparticipate, pledge, hypothecate or otherwise dispose of \n(each, a \"TRANSFER\") all or any portion of its Participation, without the \nprior written consent of the Administrative Agent (which consents shall not \nbe unreasonably withheld), nor shall any such Transfer be permitted or made \nexcept in accordance with Section 8.06(b).  The Borrower shall, subject to \nthe Subordination Agreement and Article IX hereof, be obligated to indemnify \na Participant for all amounts owing to it under SECTIONS 2.11, 2.12, 2.14, \nand 8.04 as if such Participant were a Lender hereunder; PROVIDED in the case \nof SECTION 2.12 that such Participant has complied with the provisions of \nSECTION 2.12(c) as if it were a Lender.  Each Lender shall give the \nAdministrative Agent and the Borrower notice of the consummation of any sale \nby it of a Participation.  Nonsubrogated Reinsurance obtained by any of the \nCredit Support Providers (or obtained by any provider of Nonsubrogated \nReinsurance) does not constitute a Participation.  As used herein, \n\"Nonsubrogated Reinsurance\" means a reinsurance contract which does not \nprovide for the reinsurer thereunder to be subrogated in any manner (by \ncontract or at law) to the rights of the beneficiary of such reinsurance or \nto take an assignment, directly or indirectly, of any rights of such \nbeneficiary with respect to the Advances, the Lenders,  the Borrower or the \nBorrower Collateral in connection with any payment under such reinsurance.\n\n          (2)    Each Lender may in accordance with applicable law and this\nSection 8.06(b), sell or assign (each, an \"ASSIGNMENT\"), to any Person (each, an\n\"ASSIGNEE\") which is a Lender or a Credit Support Provider or to any other bank,\ncommercial paper conduit or other institution which is consented to by the\nAdministrative Agent and the Borrower, which consents shall not be unreasonably\nwithheld, all or any part of its Commitment or Advances and its rights and\nobligations under this Agreement and its Lender Note and other Transaction\nDocuments pursuant to an agreement substantially in the form attached hereto as\nEXHIBIT E hereto (an \"ASSIGNMENT AND ASSUMPTION\"), executed by such Assignee and\nthe Lender and delivered to the Administrative Agent for its acceptance\naccompanied by a processing and recording fee payable to the Administrative\nAgent for its own account of $3,500; PROVIDED that in the case of an assignment\nof less than all of a Lender's Commitment Amount or Maximum Advance Amount, as\napplicable, to an Assignee which is not a Lender or a Credit Support Provider,\nthe portion thereof retained by the assignor Lender and the portion assigned to\nthe Assignee each shall be not less than $10,000,000 without the consent of the\nAdministrative Agent and the Borrower.  The Borrower and Contingent Obligors\nacknowledge (i) that the Lenders have received policies of insurance with\nrespect to the Advances from the Credit Support Providers and have agreed to\ngrant or withhold all amendments, approvals, waivers and consents sought\nhereunder only with the permission of the Credit Support Providers and\/or those\nPersons providing reinsurance to the Credit Support Providers and (ii) that the\nCredit Support Providers and\/or those Persons providing reinsurance to the\nCredit Support Providers shall be subrogated to the rights of the Lenders\nhereunder with respect to payments made by the Credit Support Providers and\/or\nthose Persons providing reinsurance to the Credit Support Providers to the\nLenders with respect to amounts due to the Lender hereunder.\n\n\n                                       -63-\n\n\n\n          Each Participation, Transfer or Assignment (other than to a person who\nis a Permitted Credit Support Provider) must strictly comply with the following\nrequirements:\n\n   (i)    A Participation, Transfer or Assignment to a Permitted Transferee must\n   be at a cash price equal to or greater than ninety-five percent (95%) of the\n   par value of the Commitment, Advances, rights and obligations and Lender\n   Note participated, transferred or assigned, must be on notice to FSA and\n   shall only take effect if and when Participant or Assignee executes an\n   Assignment or Assumption or the Subordination Agreement.  Agent shall\n   forward copies of all assignment and participation agreements, together\n   with, if an Assignment and Assumption is not executed, an original executed\n   Subordination Agreement, to FSA; or\n\n   (ii)   Not more frequently than once during any month, Agent may submit up to\n   twenty-five (25) Permitted Transferees for approval to FSA, which approval\n   shall not be unreasonably withheld.  On or before the tenth (10th) business\n   day following receipt of such submission from Agent, FSA shall notify Agent\n   of which of the identified Permitted Transferees, if any, may become\n   Participants or Assignees under this Agreement.  Any proposed Participation,\n   Transfer or Assignment to a Permitted Transferee approved by FSA under this\n   Section 8.06(b)(ii) may be consummated within one hundred twenty (120) days\n   following such approval, must be on notice to FSA and shall only take effect\n   if and when Participant or Assignee executes an Assignment and Assumption or\n   the Subordination Agreement.  Agent shall forward copies of all assignment\n   and participation agreements, together with, if an Assignment and Assumption\n   is not executed, an original executed Subordination Agreement, to FSA; or\n\n   (iii)  Agent may present FSA with a copy of any proposed Participation,\n   Transfer or Assignment executed by a Permitted Transferee not previously\n   approved by FSA under Section 8.06(b)(ii) above, together with a copy of the\n   form of the Assignment and Assumption Subordination Agreement proposed to be\n   executed by such proposed Participant or Assignee and a written notice from\n   Agent (the \"Initial Notice\") describing the obligation to be sold or\n   otherwise transferred, the price, and the terms and conditions upon which\n   such proposed transfer is to occur.  FSA shall have and hereby is granted a\n   right of first refusal exercisable for forty-five (45) days from receipt of\n   such Initial Notice in which to agree to purchase the obligations which are\n   the subject of the Initial Notice for the price and upon the terms and\n   conditions specified in the Initial Notice by giving written notice (the\n   \"Acceptance Notice\") to Agent.  If FSA sends an Acceptance Notice to Agent,\n   FSA shall have an additional sixty (60) days in which to close the proposed\n   transfer.  If FSA does not send an Acceptance Notice within forty-five (45)\n   days after receipt of the Initial Notice, then the Lender or Affected Party\n   shall have sixty (60) days in which to close the transaction described in\n   the Initial Notice at the price and upon the terms and conditions specified\n   therein and to deliver the original executed Assignment and Assumption or\n   Subordination Agreement to FSA.\n\n\n                                       -64-\n\n\n\n          Any direct or indirect transfer or purported transfer of all or any\nportion of the Commitment, the Advances, the rights and obligations under this\nAgreement or the Lender Note shall be null and void in its entirety unless it\nstrictly complies with this Section 8.06(b).\n\n          From and after the effective date determined pursuant to such\nAssignment and Assumption, (x) the Assignee thereunder shall be a party hereto\nand, to the extent provided in such Assignment and Assumption, have the rights\nand obligations of a Lender hereunder as set forth therein and (y) the\ntransferor Lender shall, to the extent provided in such Assignment and\nAssumption, be released from its Commitment (if any) and other obligations under\nthis Agreement; PROVIDED, HOWEVER, that after giving effect to each such\nAssignment, the obligations released by any such Lender shall not exceed the\nobligations assumed by an Assignee or Assignees.  Such Assignment and Assumption\nshall be deemed to amend this Agreement to the extent, and only to the extent,\nnecessary to reflect the addition of such Assignee and the resulting adjustment\nof Lending Percentages, Liquidity Percentages and Percentage Interests arising\nfrom the Assignment.  Upon its receipt and acceptance of a duly executed\nAssignment and Assumption, the Administrative Agent shall on the effective date\ndetermined pursuant thereto give written notice of such acceptance to the\nBorrower and the Lender Collateral Agent.  The Borrower agrees upon written\nrequest of the Administrative Agent and at the Borrower's expense to execute and\ndeliver (i) to such Assignee a Lender Note, dated the effective date of such\nAssignment and Assumption, in an aggregate principal amount equal to the\nAdvances assigned to, and the Commitment Amount or Maximum Advance Amount, as\napplicable, assumed by, such Assignee, and (ii) to such assignor (so long as\nsuch assignor has not assigned its entire interest), a Lender Note, dated the\neffective date of such Assignment and Assumption, in an aggregate principal\namount equal to the balance of such assignor Lender's Advances and Commitment\nAmount, if any, and each assignor Lender shall cancel and return to the Borrower\nits existing Lender Note. \n\n          (3)    The Administrative Agent shall maintain at its address referred\nto in SECTION 8.02 a copy of each Assignment and Assumption delivered to and\naccepted by it and a register for the recordation of the names and addresses of\nthe Lenders and the Commitment Amount or Maximum Advance Amount, as applicable,\nand principal amount of the Advances owing to, each Lender from time to time\n(the \"REGISTER\").  The entries in the Register shall be conclusive and binding\nfor all purposes, absent manifest error, and the Borrower, the Administrative\nAgent and the Lenders may treat each Person whose name is recorded in the\nRegister as a Lender hereunder for all purposes of this Agreement.  The Register\nshall be available for inspection by the Borrower or any Lender at any\nreasonable time and from time to time upon reasonable prior notice.\n\n          (4)    Each Lender may pledge its Advances or any portion thereof or\ninterest therein to any Federal Reserve Bank as collateral in accordance with\napplicable law without the consent of the Administrative Agent or the Borrower.\n\n          (5)    Any Lender shall have the option to change its Applicable\nLending Office PROVIDED that prior to such change in office such Lender shall\nhave complied with the provisions of SECTION 2.12(c), and PROVIDED FURTHER that\nsuch Lender shall not be entitled to any amounts otherwise payable under\nSECTION 2.11, 2.12 or 2.14 resulting solely from such change in office unless\nsuch \n\n\n                                       -65-\n\n\n\nchange in office was mandated by applicable law or by such Lender's \ncompliance with the provisions of this Agreement.\n\n          (6)    Subject to the Subordination Agreement and Article IX, each\nAffected Party shall be entitled to receive additional payments pursuant to\nSECTIONS 2.11, 2.12 and 2.14 hereof as though it were a Lender and such Section\napplied to its Support Advances, its commitment to provide Support Advances or\nto accept an assignment of an Advance or its obligation under an insurance\npolicy, surety, bond or similar instrument.  Each Affected Party claiming\nincreased amounts described in SECTION 2.11 shall furnish, through its related\nConduit Lender, to the Administrative Agent the certificate described in SECTION\n2.11(d) and shall be bound by the provisions of SECTION 2.11(c).\n\n          (7)    In connection with any Assignment or Participation or proposed\nAssignment or Participation by a Lender, such Lender shall be entitled to\ndistribute to any proposed Assignee or Participant any information furnished to\nsuch Lender pursuant to SECTION 5.01 or otherwise pursuant to this Agreement or\nin connection herewith, subject to the provisions of SECTION 8.18.\n\n          SECTION 8.7   NO PROCEEDINGS.  (a) The Administrative Agent, the\nLender Collateral Agent and each Lender hereby agrees (which agreement shall,\npursuant to the terms of this Agreement, be binding upon its successors and\nassigns and which agreement shall be in addition to, and not in any respect in\nderogation of, the agreements under the Subordination Agreement and Article IX\nhereof) that it shall not, for any reason:\n\n          (i)    institute proceedings for the Borrower to be adjudicated a\n     bankrupt or insolvent;\n\n          (ii)   consent to, join in or cooperate with the institution of\n     bankruptcy or insolvency proceedings against the Borrower;\n\n          (iii)  file a petition with respect to the Borrower seeking or\n     consenting to reorganization or relief under any applicable Federal or\n     state law relating to bankruptcy;\n\n          (iv)   consent to the appointment of a receiver, liquidator, assignee,\n     trustee, sequestrator (or other similar official) of the Borrower or a\n     substantial part of the property; or\n          (v)    cause or permit the Borrower to make any assignment for the\n     benefit of its creditors, or admit in writing its inability to pay its\n     debts generally as they become due, or declare or effect a moratorium on\n     its debt or take any action in furtherance of any such action.\n\n          (b)  The Borrower, the Contingent Obligors, the Administrative Agent,\nthe Lender Collateral Agent and each Lender hereby agrees (which agreement\nshall, pursuant to the terms of this Agreement, be binding upon its successors\nand assigns and which agreement shall be in addition to, and not in any respect\nin derogation of, the agreements under the Subordination Agreement and \n\n\n                                       -66-\n\n\n\nArticle IX hereof) that it shall not institute against, or join any other \nPerson in instituting against, any Conduit Lender any bankruptcy, \nreorganization, arrangement, insolvency or liquidation proceeding, or other \nproceeding under any federal or state bankruptcy or similar law, for one year \nand a day after the latest maturing commercial paper note or other obligation \n(whether or not issued to fund or maintain Advances) issued by such Conduit \nLender is paid.  The provisions of this SECTION 8.07 shall survive the \ntermination of this Agreement.\n\n          SECTION 8.8   SUBMISSION TO JURISDICTION; WAIVERS.  EACH OF THE\nPARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:\n\n          (A)  SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION\n          OR PROCEEDING RELATING TO THIS AGREEMENT TO WHICH IT IS A\n          PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN\n          RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION\n          OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES\n          OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND\n          APPELLATE COURTS FROM ANY THEREOF;\n\n          (B)  CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE\n          BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY\n          NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR\n          PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR\n          PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES\n          NOT TO PLEAD OR CLAIM THE SAME;\n\n          (C)  AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR\n          PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY\n          REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR\n          FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS\n          SET FORTH IN SECTION 8.02 OR AT SUCH OTHER ADDRESS OF WHICH\n          THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT\n          THERETO; AND\n\n          (D)  AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO\n          EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY\n          LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER\n          JURISDICTION.\n\n\n                                       -67-\n\n\n\n          SECTION 8.9   WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO\nHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY\nAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION OR\nPROCEEDING RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER\nDOCUMENT OR INSTRUMENT RELATED HERETO AND FOR ANY COUNTERCLAIM THEREIN.\n\n          SECTION 8.10  GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN\nACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT\nGIVING EFFECT TO ITS CONFLICTS OF LAW PROVISIONS.\n\n          SECTION 8.11  EXECUTION IN COUNTERPARTS.  This Agreement may be\nexecuted in any number of counterparts and by different parties hereto in\nseparate counterparts, each of which when so executed shall be deemed to be an\noriginal and all of which taken together shall constitute one and the same\nagreement.\n\n          SECTION 8.12  HEADINGS.  The headings contained in this Agreement are\nfor convenience of reference only and shall not affect the construction or\ninterpretation of any provision of this Agreement.\n\n          SECTION 8.13  SEVERABILITY.  Any provisions of this Agreement which\nare prohibited or unenforceable in any jurisdiction shall, as to such\njurisdiction, be ineffective to the extent of such prohibition or\nunenforceability without invalidating the remaining provisions hereof, and any\nsuch prohibition or unenforceability in any jurisdiction shall not invalidate or\nrender unenforceable such provisions in any other jurisdiction.\n\n          SECTION 8.14  INTEGRATION.  All exhibits, schedules and appendices to\nthis Agreement shall be deemed to be part of this Agreement.  Except in the case\nof Liquidity Lenders and their related Conduit Lenders with respect to certain\nSupport Facilities and the Credit Support Agreement, this Agreement, together\nwith provisions of the Transaction Documents referred to herein, embodies the\nentire agreement and understanding among the parties hereto with respect to the\nsubject matter hereof and supersedes all prior agreements and understandings\namong such parties with respect to the subject matter hereof.\n\n          SECTION 8.15  RIGHT OF SET-OFF.  In addition to any rights and \nremedies of the Lenders provided by law, upon the occurrence of an Event of \nDefault and the acceleration of the obligations owing hereunder and under the \nLender Notes, or at any time upon the occurrence and during the continuance \nof an Event of Default under SECTION 6.01(a), and only under such \ncircumstances, each Lender shall have the right, without prior notice to the \nBorrower, any such notice being expressly waived by the Borrower to the \nextent not prohibited by applicable law, to set-off and apply against any \nindebtedness, whether matured or unmatured, of the Borrower to such Lender, \nany amount owing from such Lender to the Borrower, at, or at any time after, \nthe happening of any of the above-mentioned events, PROVIDED, however, that \nsuch rights shall be subject to the provisions of the Subordination Agreement \nand Article IX hereof.  To the extent not prohibited by \n\n\n                                       -68-\n\n\n\napplicable law, the aforesaid right of set-off may be exercised by such \nLender against the Borrower or against any trustee in bankruptcy, custodian, \ndebtor in possession, assignee for the benefit of creditors, receiver, or \nexecution, judgment or attachment creditor of the Borrower, or against anyone \nelse claiming through or against the Borrower or such trustee in bankruptcy, \ncustodian, debtor in possession, assignee for the benefit of creditors, \nreceiver or execution, judgment or attachment creditor, notwithstanding the \nfact that such right of set-off shall not have been exercised by such Lender \nprior to the making, filing or issuance, or service upon such Lender of, or \nof notice of, any such petition, assignment for the benefit of creditors, \nappointment or application for the appointment of a receiver, or issuance of \nexecution, subpoena, order or warrant.  Each Lender agrees promptly to notify \nthe Borrower and the Administrative Agent after any such set-off and \napplication made by such Lender, provided that the failure to give such \nnotice shall not affect the validity of such set-off and application.\n\n          SECTION 8.16  LIMITATION OF LIABILITY.  No claim may be made by the\nBorrower, any Contingent Obligor, any Lender, the Lender Collateral Agent or\nother Person against the Administrative Agent,  the Lender Collateral Agent, any\nLender, or any directors, officers, employees or agents of any of them for any\nspecial, indirect, consequential or punitive damages in respect of any claim for\nbreach of contract or any other theory of liability arising out of or related to\nthe transactions contemplated hereby or by any Transaction Document, or any act,\nomission or event occurring in connection therewith, and each of the Borrower,\neach Contingent Obligor, the Lender Collateral Agent and each Lender hereby\nwaives, releases and agrees (on behalf of itself and any Person claiming by or\nthrough it) not to sue upon any claim for any such damages, whether or not\naccrued and whether or not known or suspected to exist in its favor.\n\n          SECTION 8.17  NO RECOURSE AGAINST CERTAIN PERSONS.  No recourse \nunder or with respect to any obligation, covenant or agreement (including any \nobligation or agreement to pay fees or any other amount) of the Borrower, any \nContingent Obligor, any Lender, the Lender Collateral Agent or the \nAdministrative Agent contained in this Agreement or any other agreement, \ninstrument or document entered into by it pursuant hereto or in connection \nherewith shall be had (unless expressly assumed by such party) against any \nincorporator, affiliate, stockholder, partner, officer, employee or director \nof the Borrower, any Contingent Obligor, any Lender, the Lender Collateral \nAgent or the Administrative Agent, as such, by the enforcement of any \nassessment, by any legal or equitable proceeding, by virtue of any statute or \notherwise; it being expressly agreed and understood that the agreements of \neach party contained in this Agreement and all of the other agreements, \ninstruments and documents entered into by it pursuant hereto or in connection \nherewith are, in each case, solely the partnership or corporate obligations \nof such party, and that no personal liability whatsoever shall attach to or \nbe incurred by any incorporator, stockholder, partner, affiliate, officer, \nemployee or director of such party, as such, or any of them, under or by \nreason of any of the obligations, covenants or agreements of the Borrower, \nany Contingent Obligor, any Lender, the Lender Collateral Agent or the \nAdministrative Agent contained in this Agreement or in any other such \ninstrument, document or agreement, or which are implied therefrom, and that \nany and all personal liability of every such incorporator, stockholder, \npartner, affiliate, officer, employee or director of the Borrower, any \nContingent Obligor, any Lender, the Lender \n\n                                       -69-\n\n\n\nCollateral Agent or the Administrative Agent for breaches by the Borrower, \nany Contingent Obligor, any Lender, the Lender Collateral Agent or the \nAdministrative Agent of any such obligations, covenants or agreements, which \nliability may arise either at common law or at equity, by staute or \nconstitution, or otherwise, is hereby expressly waived as a condition of and \nin consideration for the execution of this Agreement. The provisions of this \nSECTION 8.17 shall survive the termination of this Agreement.\n\n          SECTION 8.18  TREATMENT OF CERTAIN INFORMATION.  Each Lender, the\nLender Collateral Agent and the Administrative Agent agrees (on behalf of itself\nand each of its affiliates, directors, officers, employees and representatives)\nto use reasonable precautions to keep confidential, in accordance with its\ncustomary procedures for handling confidential information of the same nature,\nall non-public information supplied by the Borrower or any Contingent Obligor\npursuant to this Agreement which (a) is identified by such supplying party as\nbeing confidential at the time the same is delivered to such Lender, Lender\nCollateral Agent or the Administrative Agent, or (b) constitutes any financial\nstatement, financial projections or forecasts, budget, compliance certificate,\naudit report, management letter or accountants' certification delivered\nhereunder; PROVIDED, HOWEVER, that nothing herein shall limit the disclosure of\nany such information (i) to the extent required by statute, rule, regulation or\njudicial process, (ii) on a confidential basis, to counsel for any of the\nLenders, the Lender Collateral Agent or the Administrative Agent, (iii) to bank\nexaminers, internal and external auditors or accountants, and any analogous\ncounterpart thereof acting in any such capacity, (iv) to the Administrative\nAgent, the Lender Collateral Agent or a Lender, (v) in connection with any\nlitigation to which any one or more of the Lenders, the Lender Collateral Agent\nor the Administrative Agent is a party, (vi) to any assignee or participant (or\nprospective assignee or participant) so long as such assignee or participant (or\nprospective assignee or participant) agrees to keep such information\nconfidential on substantially the same basis as set forth in this Section (which\nagreement may be in the form attached as EXHIBIT E to this Agreement), (vii) to\naffiliates of the Administrative Agent, the Lender Collateral Agent or a Lender\nor (viii) in the case of a Conduit Lender, to its administrator or other person\nproviding similar services to it.  This confidentiality agreement shall not\napply to (i) any information which was in the possession of the Lender, the\nLender Collateral Agent or the Administrative Agent prior to the date of this\nagreement (other than any information previously given to the Lender, the Lender\nCollateral Agent or the Administrative Agent  by the Borrower or any Contingent\nObligor), (ii) any information which was, is or hereafter becomes part of the\npublic domain without any violation of this agreement on the part of the Lender,\nthe Lender Collateral Agent or the Administrative Agent or any of their\nrespective affiliates, directors, officers, employees or representatives, (iii)\nany information received by the of the Lender, the Lender Collateral Agent or\nthe Administrative Agent from a source not known by it to be under any\nobligation of confidentiality to the Borrower or any Contingent Obligor or (iv)\nany information which is independently created or developed by of the Lender,\nthe Lender Collateral Agent or the Administrative Agent, as the case may be,\nfrom information or material not otherwise, covered by this confidentiality\nagreement.\n\n          SECTION 8.19  CERTAIN PAYMENTS.  Notwithstanding provisions to the\ncontrary contained in this Agreement, the Lender Notes or the Security\nAgreement, the obligations of the Borrower or any Contingent Obligor to make\npayments of interest or other amounts which constitute interest to a Lender\nhereunder or under any Lender Note shall not be required to the extent that\nreceipt of such payment by such Lender would be contrary to the provisions of\nlaw applicable to \n\n\n                                       -70-\n\n\n\nsuch Lender limiting the maximum rate of interest that may be charged or \ncollection by such Lender.  Without limiting the generality of the foregoing, \nall calculations of the rate of interest contracted for, charged or received \nby a Lender under this Agreement and the Lender Notes which are made for the \npurposes of determining whether such rate of interest exceeds the maximum \nrate of interest permitted by applicable law for such Lender shall be made, \nto the extent permitted by applicable law, by amortizing, prorating, \nallocating and spreading in equal parts during the period of the full stated \nterm of this Agreement, all interest at any time contracted for, charged or \nreceived by such Lender in connection with the indebtedness evidenced by this \nAgreement or such Lender's Lender Note, and then to the extent that any such \nexcess remains, all such excess shall be automatically credited against and \nin reduction of the principal balance owed to such Lender, and any portion of \nsaid excess which exceeds the principal balance owed to such Lender shall be \npaid by such Lender to the Borrower (subject to the provisions of Sections \n8.07 and 8.17 and, in the case of a Conduit Lender, to the condition that \nsuch Lender has excess funds available to it for the purpose of making such \npayment and subject to the provisions of the Subordination Agreement and \nArticle IX hereof), it being the intent of parties hereto that under no \ncircumstances shall the Borrower be required to pay any interest in excess of \nthe highest rate permissible under applicable law.\n\n          SECTION 8.20  UNENFORCEABILITY OF CONTINGENT OBLIGATIONS AGAINST\nBORROWER.  If for any reason the Borrower has no legal existence or is under no\nlegal obligation to discharge any of the Contingent Obligations, or if any of\nthe Contingent Obligations have become irrecoverable from the Borrower by\noperation of law or for any other reason, the guaranty and the primary payment\nobligation provided under ARTICLE IIA shall nevertheless be binding on each\nContingent Obligor to the same extent as if such Contingent Obligor at all times\nhad been the principal obligor on all such Contingent Obligations.  In the event\nthat acceleration of the time for payment of the Contingent Obligations is\nstayed upon the insolvency, bankruptcy or reorganization of the Borrower, or for\nany other reason, all such amounts otherwise subject to acceleration under the\nterms of any agreement evidencing, securing or otherwise executed in connection\nwith any Contingent Obligation (including this Agreement) shall be immediately\ndue and payable by the Contingent Obligors.\n\n          SECTION 8.21  WAIVER OF SUBROGATION.  Until the payment and\nperformance in full of all Contingent Obligations, no Contingent Obligor shall\nexercise any rights against the Borrower arising as a result of payment by any\nContingent Obligor under the ARTICLE IIA, by way of subrogation or otherwise,\nand will not prove any claim in competition with the Administrative Agent, the\nLender Collateral Agent or the Lenders in respect of any payment hereunder in\nbankruptcy or insolvency proceedings of any nature; no Contingent Obligor will\nclaim any set-off or counterclaim against the Borrower in respect of any\nliability of any Contingent Obligor to the Borrower; each Contingent Obligor\nwaives any benefit of and any right to participate in any collateral which may\nbe held by the Administrative Agent, the Lender Collateral Agent or the Lenders;\nand notwithstanding any other provision to the contrary contained herein, each\nContingent Obligor hereby irrevocably waives any and all rights it may have at\nany time (whether arising directly or indirectly, by operation of law or by\ncontract) to assert any claim against the Borrower on account of payments made\nunder ARTICLE IIA, including, without limitation, any and all rights of or claim\nfor subrogation, contribution, reimbursement, exoneration and indemnity.\n\n\n                                       -71-\n\n\n\n          SECTION 8.22  SUBORDINATION.  The payment of any amounts due with\nrespect to any Debt of the Borrower now or hereafter held by any Contingent\nObligor is hereby subordinated to the prior payment in full of the Contingent\nObligations, provided that so long as no default in the payment or performance\nof the Contingent Obligations has occurred and is continuing, or no demand for\npayment of any of the Contingent Obligations has been made that remains\nunsatisfied, the Borrower may make, and the Contingent Obligors may demand and\naccept, any payments of principal of and interest on such subordinated Debt in\nthe amounts, at the rates and on the dates agreed by the Borrower and any\nContingent Obligor, and, if applicable, as specified in such instruments,\nsecurities or other writings as shall evidence such subordinated Debt.  Each\nContingent Obligor agrees that after the occurrence of any default in the\npayment or performance of the Contingent Obligations, such Contingent Obligor\nwill not demand, sue for or otherwise attempt to collect any such Debt of the\nBorrower to such Contingent Obligor until the Contingent Obligations shall have\nbeen paid in full.  If, notwithstanding the foregoing sentence, any Contingent\nObligor shall collect, enforce or receive any amounts in respect of such Debt,\nsuch amounts shall be collected, enforced and received by such Contingent\nObligor as trustee for the Lenders and be paid over to the Administrative Agent\n(for the benefit of the Lenders) on account of the Contingent Obligations\nwithout affecting in any manner the liability of such Contingent Obligor under\nARTICLE IIA.\n\n          SECTION 8.23  WAIVERS BY CONTINGENT OBLIGORS.  Each Contingent Obligor\nagrees that the Contingent Obligations will be paid and performed strictly in\naccordance with their respective terms regardless of any law, regulation or\norder now or hereafter in effect in any jurisdiction affecting any of such terms\nor the rights of the Administrative Agent, the Lender Collateral Agent or the\nLenders with respect thereto.  Each Contingent Obligor waives presentment,\ndemand, protest, notice of acceptance, notice of Contingent Obligations incurred\nand all other notices of any kind, all defenses which may be available by virtue\nof any valuation, stay, moratorium law or other similar law now or hereafter in\neffect, any right to require the marshaling of assets of the Borrower, and all\nsuretyship defenses generally. Without limiting the generality of the foregoing,\neach Contingent Obligor agrees to the provisions of any instrument evidencing,\nsecuring or otherwise executed in connection with any of the Borrowings or\nAdvances hereunder and agrees that the Contingent Obligations shall not be\nreleased or discharged, in whole or in part, or otherwise affected by (i) the\nfailure of the Administrative Agent, the Lender Collateral Agent, the RCCA Agent\nor any of the Lenders to assert any claim or demand or to enforce any right or\nremedy against the Borrower; (ii) any extensions or renewals of any of the\nBorrowings or Advances hereunder; (iii) any rescissions, waivers, amendments or\nmodifications of any of the terms or provisions of any agreement evidencing,\nsecuring or otherwise executed in connection with the Borrowings, including,\nwithout limitation, the Transaction Documents; (iv) the substitution or release\nof any entity primarily or secondarily liable for any obligation of the Borrower\nunder the Credit Agreement or other Transaction Documents; (v) the adequacy of\nany rights the Lenders, the Lender Collateral Agent, the RCCA Agent or the\nAdministrative Agent may have against any collateral or other means of obtaining\nrepayment of the Contingent Obligations; (vi) the impairmen of any collateral\nsecuring the Contingent Obligations, including without limitation the failure to\nperfect or preserve any rights the Administrative Agent, the Lender Collateral\nAgent, the RCCA Agent or the Lenders might have in such collateral or the\nsubstitution, exchange, surrender, release, loss or destruction of any such\n\n\n                                       -72-\n\n\n\ncollateral; or (vii) any other act or omission which might in any manner or to\nany extent vary the risk of any Contingent Obligor or otherwise operate as a\nrelease or discharge of any Contingent Obligor, all of which may be done without\nnotice to any Contingent Obligor.\n\n          SECTION 8.24  NON-RECOURSE; SUBORDINATION OF INTEREST ON BORROWER\nCOLLATERAL.\n\n          (1)    All obligations of, and claims against, the Borrower arising\nunder or in connection with this Agreement and the Transaction Documents (other\nthan the Subordination Agreement) and each other agreement, instrument, document\nor certificate executed and delivered or issued by the Borrower in connection\nherewith or therewith are payable only to the extent that funds are available\ntherefore pursuant to each of  the Subordination Agreement, Article IX hereof\nand Section 6 of the Security Agreement.  No recourse shall be had for payment\nof any amount of principal or interest or for payment of any fee or other\nobligation or claim arising out of or relating to this Agreement or the\nTransaction Documents or any other agreement, instrument, document or\ncertificate executed and delivered or issued by the Borrower in connection\nherewith or therewith against Borrower except to the extent provided in the\nSecurity Agreement.\n\n          (2)    Each of the Lenders, the Administrative Agent and the Lender\nCollateral Agent acknowledges and agrees that to the extent that it either (i)\nasserts an interest in or claim to, or benefit from, the Borrower Collateral, or\n(ii) is deemed to have any such interest, claim or benefit in or from the\nBorrower Collateral, whether by operation of law, legal process, pursuant to\napplicable provisions of Debtor Relief Laws or otherwise (including without\nlimitation by virtue of Section 1111(b) of the federal Bankruptcy Code or any\nsuccessor provision having similar effect under the Bankruptcy Code), then any\nsuch interest, claim or benefit in or from the Borrower Collateral is and shall\nbe expressly subordinated to the indefeasible payment in full of all obligations\nand liabilities of which are entitled to be paid from, entitled to the benefits\nof, or otherwise secured by the Borrower Collateral (whether or not any such\nentitlement or security interest is legally perfected or otherwise entitled to a\npriority of distribution or application under applicable law, including Debtor\nRelief Laws), including, without limitation, the payment of post-petition\ninterests on such other obligations and liabilities.  This subordination\nagreement shall be deemed a subordination agreement within the meaning of\nSection 510(a) of the Bankruptcy Code.  Each of the Lenders, the Administrative\nAgent and the Lender Collateral Agent further acknowledges and agrees that no\nadequate remedy at law exists for breach of this SECTION 8.24 and that the terms\nand provisions of this SECTION 8.24 may be enforced by an action for specific\nperformance.\n\n          (3)    The provisions of this Section 8.24 shall survive the\ntermination of this Agreement.\n\n          SECTION 8.25  THIRD PARTY BENEFICIARY.  (a) The parties hereto hereby\nacknowledge and agree that FSA shall be a third party beneficiary of this\nAgreement; PROVIDED, that FSA shall not be entitled to enforce or obtain any\nbenefit under the provisions of Article IIA hereof.\n\n     (b) The parties hereto hereby acknowledge and agree that each Credit\nSupport Provider shall be a third party beneficiary of this Agreement.\n\n\n                                       -73-\n\n\n\n          SECTION 8.26  LIMITED LIABILITY OF LENDER COLLATERAL AGENT.  It is\nexpressly understood and agreed by the parties hereto that (a) this Agreement is\nexecuted and delivered by Bankers Trust Company, not individually or personally\nbut solely as Lender Collateral Agent, in the exercise of the powers and\nauthority conferred and vested in it, (b) the representations, undertakings and\nagreements herein made on the part of the Lender Collateral Agent are made and\nintended not as personal representations, undertakings and agreements by Bankers\nTrust Company, but are made and intended for the purpose of binding only the\nLender Collateral Agent, and (c) under no circumstances shall Bankers Trust\nCompany be personally liable for the payment of any indebtedness or expenses of\nthe Lender Collateral Agent or be liable for the breach or failure of any\nobligation, representation, warranty or covenant made or undertaken by the\nLender Collateral Agent under this Agreement.\n\n\n\nARTICLE 9                                  \n                             FURTHERANCE OF SUBORDINATION\n\n          SECTION 9.1   REMEDIES LIMITED.  Notwithstanding anything in this\nAgreement or in any other Transaction Document to the contrary, all rights and\nremedies of the Lenders, the Lender Collateral Agent, the Administrative Agent,\nthe Secured Parties, the Affected Parties or any of them, with respect to the\nBorrower and its property, whether hereunder, under any Transaction Document or\notherwise at law or in equity, are limited by and subject to the terms of the\nSubordination Agreement.\n\n          SECTION 9.2   OBLIGATIONS LIMITED. Notwithstanding anything in this\nAgreement or in any other Transaction Document to the contrary, neither Borrower\nnor the Spread Account Depositor shall have any obligation or liability to the\nAdministrative Agent, any Secured Party, any Lender, or any Affected Party or\nany of them, whether hereunder, under any Transaction Document or otherwise at\nlaw or in equity, until the Final Insurance Termination Date if the effect of\nsuch obligation or liability would be to cause Borrower or Spread Account\nDepositor to not be Solvent and no Obligation shall be or become due or payable\nuntil the date which is the later of (i) the date such obligation or liability\nwould not cause the Borrower or Spread Account Depositor to not be Solvent and\n(ii) the Final Insurance Termination Date.\n\n          SECTION 9.3   SUBORDINATION AGREEMENT GOVERNS. Notwithstanding any\nother provision of this Agreement or any other Transaction Document, in the\nevent of any contradiction or ambiguity between the Subordination Agreement and\nany other Transaction Document, the terms of the Subordination Agreement shall\ngovern.  All disputes with respect to matters addressed in the Subordination\nAgreement shall be determined by reference to the Subordination Agreement\nexclusively and no provision of this Agreement or any other Transaction Document\nshould be interpreted as altering, amending, explaining or clarifying any\nprovision of the Subordination Agreement.\n\n\n                                       -74-\n\n\n\n          SECTION 9.4   SURVIVAL. The provisions of this Article IX are for the\nbenefit of FSA and other parties to the Subordination Agreement and,\naccordingly, shall survive the termination of this Agreement.  This Article IX\nshall not be amended without the written consent of FSA.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       -75-\n\n\n\n          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed by their respective officers thereunto duly authorized, as of the\ndate first above written.\n\n                                      AFS FUNDING CORP.\n\n\n                                      By: \n                                          ---------------------------\n                                             Title:\n\n                                      AMERICREDIT CORP.\n\n\n                                      By: \n                                          ---------------------------\n\n                                      AMERICREDIT FINANCIAL SERVICES, INC.\n\n\n                                      By: \n                                          ---------------------------\n\n                                      AMERICREDIT MANAGEMENT COMPANY\n\n\n                                      By: \n                                          ---------------------------\n\n                                      CREDIT SUISSE FIRST BOSTON, \n                                      NEW YORK BRANCH, as Administrative Agent\n\n\n                                      By: \n                                          ---------------------------\n                                             Title:\n\n\n                                      By: \n                                          ---------------------------\n                                             Title:\n\n                                      BANKERS TRUST COMPANY,\n                                        not in its individual capacity but\n                                        solely as Lender Collateral Agent\n\n\n\n                                      By: \n                                          ---------------------------\n                                             Name:\n                                             Title:\n\n\n[Signature Page to Credit Agreement]\n\n\n\n                                      THE LENDERS\n\n                                      GREENWICH FUNDING CORPORATION\n                                      By:  Credit Suisse First Boston, New York\n                                              Branch, as attorney-in-fact\n\n\n                                      By:  \n                                          ---------------------------\n                                             Title:\n\n\n                                      By: \n                                          ---------------------------\n                                             Title:\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n[Signature Page to Credit Agreement]\n\n\n\n                                                                      SCHEDULE I\n\n\n                              APPLICABLE LENDING OFFICES\n\n\nName of                        Base Rate                   Eurodollar Rate\nLender                         Lending Office              Lending Office\n------                         --------------              --------------\n\nCredit Suisse First Boston,    Eleven Madison Avenue,      Eleven Madison Avenue\n  New York Branch              New York, NY  10010         New York, NY  10010\n\nGreenwich Funding              Eleven Madison Avenue,      Eleven Madison Avenue\n  Corporation                  New York, NY  10010         New York, NY  10010\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       \n\n\n\n                                                                       EXHIBIT A\n\n\n                                 FORM OF LENDER NOTE\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       \n\n\n\n\n                                                                       EXHIBIT B\n\n                             FORM OF NOTICE OF BORROWING\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       \n\n\n\n\n                                                                       EXHIBIT C\n\n\n                      FORM OF NOTICE OF CONVERSION\/CONTINUATION\n\n\n\n\n                                                                       EXHIBIT D\n\n\n\n                     FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       \n\n\n\n\n                                                                       EXHIBIT E\n\n\n                          FORM OF CONFIDENTIALITY AGREEMENT\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       \n\n\n\n\n                                                                       EXHIBIT F\n\n\n                         LIST OF SERIES TRANSACTION DOCUMENTS\n\n1.   Sale and Servicing Agreement, dated as of May 12, 1999, among ACFS, the\n     Borrower, AmeriCredit Automobile Receivables Trust 1999-B (the \"Trust\") and\n     Bank One, N.A. (\"Bank One\").\n\n2.   Trust Agreement, dated as of May 12, 1999, between the Borrower and Bankers\n     Trust Company (Delaware), as Owner Trustee (the \"Owner Trustee\").\n\n3.   Amended and Restated Trust Agreement, dated as of May 12, 1999, between the\n     Borrower and Owner Trustee.\n\n4.   Indenture, dated as of May 12, 1999, between the Trust and Bank One.\n\n5.   Purchase Agreement, dated as of May 12, 1999, between ACFS, CP Funding and\n     the Borrower.\n\n6.   Custodian Agreement, dated as of May 12, 1999, among FSA, ACFS, the Trust\n     and Bank One.\n\n7.   Lockbox Agreement or Tri-Party Remittance Processing Agreement, dated as of\n     May 12, 1999, among ACFS, Bank One and Bank One with Bank One Officer's\n     Certificate.\n\n8.   Note Policy with Endorsements.\n\n9.   Premium Letter dated May 20, 1999.\n\n10.  Insurance and Indemnity Agreement, dated as of May 12, 1999, among FSA,\n     ACC, ACFS, the Borrower and the Trust.\n\n11.  Supplement to Spread Account Agreement, dated as of May 12, 1999, among\n     FSA, the Borrower and Bank One.\n\n12.  Indemnification Agreement, dated as of May 12, 1999 among FSA, First Boston\n     First Boston Corporation and the Borrower.\n\n13.  Underwriting Agreement, dated as of May 13, 1999, among Credit Suisse First\n     Boston Corporation, as the Representative, ACFS and the Borrower.\n\n\n                                       \n\n\n\n14.  Opinion of General Counsel to ACC, ACFS, the Borrower and the Issuer as to\n     certain matters relating to the corporations\n\n15.  Opinion of General Counsel to ACC, ACFS, the Borrower and the Issuer as to\n     certain matters relating to the Receivables\n\n16.  Opinion of Dewey Ballantine as to certain securities law matters\n\n17.  Opinion of Dewey Ballantine as to certain tax matters\n\n18.  Opinion of Dewey Ballantine as to certain bankruptcy matters\n\n19.  Opinion of Jenkins &amp; Gilchrist as to certain security interest matters and\n     certain Texas law matters\n\n20.  Opinion of counsel to Bank One as to the Spread Account\n\n21.  Opinion of Richards Layton &amp; Finger as to certain security matters\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       -2-\n\n\n\n\n\n                                                                      APPENDIX A\n\n\n                                 CERTAIN DEFINITIONS\n\n\n          Capitalized terms used in this Agreement shall have the following\nmeanings:\n\n          \"ACC\":  The meaning specified in the Preamble.\n\n          \"ACC PORTFOLIO CHARGE-OFF RATIO\": As of the end of any fiscal quarter\nof ACC, the ratio, expressed as a percentage, of (a) the product of 4 and the\nnet amount of charge-offs in its serviced portfolio during such fiscal quarter\nto (b) the daily average principal amount of receivables in its serviced\nportfolio during such fiscal quarter.\n\n          \"ACFS\":  The meaning specified in the Preamble.\n\n          \"ACCOUNTANT'S REPORT\":  The meaning specified in SECTION 5.01(a).\n\n          \"ADJUSTED AVAILABLE COMMITMENT AMOUNT\":  On any date with respect to a\nLiquidity Lender and its related Conduit Lender, such Liquidity Lender's\nLiquidity Commitment Amount with respect to such Conduit Lender, MINUS the\naggregate outstanding principal amount of such Liquidity Lender's Advances with\nrespect to such Conduit Lender, MINUS the aggregate outstanding principal amount\nof such Liquidity Lender's Support Advances to such Conduit Lender.\n\n          \"ADJUSTED EURODOLLAR RATE\":  For any Interest Period and for any\nLender, the sum of (a) the rate (rounded upwards if necessary to the nearest\nwhole multiple of 1\/16th of one percent per annum) of interest per annum\n(\"LIBOR\") for deposits in United States dollars offered by the principal office\nof Credit Suisse First Boston in London, England to prime banks in the London\ninterbank market in an amount of not less than $1,000,000 for a period equal to\nsuch Interest Period, PLUS (b) the remainder obtained by subtracting (i) LIBOR\nfor such Interest Period from (ii) the rate obtained by dividing such LIBOR by\nthe percentage equal to 100% MINUS the \"Eurodollar Reserve Percentage\" (as\ndefined in the succeeding sentence) for such Interest Period. The \"EURODOLLAR\nRESERVE PERCENTAGE\" for a Lender for any Interest Period shall mean the reserve\npercentage applicable during such Interest Period (or, if more than one such\npercentage shall be so applicable, the daily average of such percentages for\nthose days in such Interest Period during which any such percentage shall be so\napplicable) under regulations issued from time to time by the Board of Governors\nof the Federal Reserve System (or any successor) for determining the maximum\nreserve requirement (including any marginal emergency, supplemental or any\nreserve requirement) for such Lender in respect of liabilities or assets\nconsisting of or including Eurocurrency Liabilities (as that term is used in\nRegulation D of the Board of Governors of the Federal Reserve System as in\neffect from time to time) having a term equal to such Interest Period.\n\n\n                                       1\n\n\n\n          \"ADVANCE\":  An advance by a Lender to the Borrower as part of a\nBorrowing made on or prior to the Commitment Termination Date consisting of (i)\nin the case of Conduit Lenders, all Commercial Paper Rate Advances, or (ii) in\nthe case of other Lenders, either all Base Rate Advances or all Eurodollar Rate\nAdvances from each of the Lenders, in each case pursuant to SECTION 2.02, and\nsubject to Conversion or Continuation pursuant to SECTION 2.08.\n\n          \"AFFECTED PARTY\":  With respect to any Conduit Lender, any Support\nParty of such Conduit Lender, PROVIDED that each such Conduit Lender or Support\nParty is a Permitted Transferee.\n\n          \"AFFILIATE\":  With respect to any Person, any Person directly or\nindirectly controlling, controlled by, or under common control with, such former\nPerson.  As used in this definition of \"Affiliate,\" the term \"control\" means the\npossession, directly or indirectly, of the power to direct or cause the\ndirection of the management and policies of a Person, whether through ownership\nof voting securities, by contract or otherwise.\n\n          \"AGREEMENT\":  This Credit Agreement, as it may be amended, modified,\nrestated or supplemented from time to time.\n\n          \"ALTERNATE BASE RATE\":  For any day, the higher of (i) the base\ncommercial lending rate per annum announced from time to time by CSFB in New\nYork in effect on such day, or (ii) the interest rate per annum quoted by CSFB\nat approximately 11:00 a.m., New York City time, on such day, to dealers in the\nNew York Federal funds market for the overnight offering of Dollars by CSFB plus\none-half of one percent (0.50%).  (The Alternate Base Rate is not intended to\nrepresent the lowest rate charged by CSFB for extensions of credit.)\n\n          \"AMC\":  The meaning specified in the Preamble.\n\n          \"APPLICABLE LENDING OFFICE\":  With respect to each Lender, the office\nof such Lender specified as its lending office for the relevant Type of Advances\nopposite its name on SCHEDULE I hereto or in the Assignment and Assumption\npursuant to which it became a Lender, or such other office of such Lender as\nsuch Lender may from time to time specify to the Borrower and the Administrative\nAgent.\n\n          \"ASSIGNEE\":  The meaning specified in SECTION 8.06(b).\n\n          \"ASSIGNMENT\":  The meaning specified in SECTION 8.06(b).\n\n          \"ASSIGNMENT AND ASSUMPTION\":  The meaning specified in SECTION\n8.06(b).\n\n          \"AUTHORIZED OFFICER\": (i) With respect to any non-natural Person other\nthan the Lender Collateral Agent, any Officer of such Person who is authorized\nto act for such Person with respect to the relevant matter in question and (ii)\nwith respect to the Lender Collateral Agent, any managing director, principal,\nvice president, assistant vice president, assistant secretary, assistant\n\n\n                                       2\n\n\n\ntreasurer, trust officer or any other officer of the Lender Collateral Agent \ncustomarily performing functions similar to those performed by any of the \nabove designated officers and also, with respect to a particular corporate \ntrust matter, any other officer to whom such matter is referred because of \nhis knowledge of and familiarity with the particular subject.\n\n          \"AVAILABLE COMMITMENT AMOUNT\":  On any date (i) with respect to a \nNon-contingent Lender, an amount equal to such Lender's Lending Percentage of \nthe Total Commitment Amount , and (ii) with respect to a Liquidity Lender \nrelating to a Conduit Lender, such Liquidity Lender's Liquidity Commitment \nAmount with respect to such Conduit Lender, MINUS such Liquidity Lender's \nLiquidity Percentage of the outstanding principal amount of such Conduit \nLender's Advances with respect to such Conduit Lender.\n\n          \"AVAILABLE MAXIMUM ADVANCE AMOUNT\":  On any date with respect to a \nConduit Lender, such Conduit Lender's Lending Percentage of the Total \nCommitment Amount.\n\n          \"BANKRUPTCY CODE\":  Title 11 of the United States Code (11 U.S.C. \nSection 101, ET SEQ.), as amended from time to time, or any successor statute.\n\n          \"BASE RATE ADVANCE\":  An advance which bears interest at a rate per \nannum determined on the basis of the Alternate Base Rate, as provided in \nSECTION 2.06(a).\n\n          \"BORROWER COLLATERAL\":  The meaning specified in the Security \nAgreement.\n\n          \"BORROWING\":  A borrowing consisting of simultaneous Advances made \nby Lenders pursuant to the same Notice of Borrowing as described in SECTION \n2.02, subject to Conversion or Continuation pursuant to SECTION 2.08.\n\n          \"BORROWINGS\":  Collectively, each Borrowing including each \nDesignated Series Borrowing.\n\n          \"BORROWING DATE\":  The meaning specified in SECTION 2.02(a).\n\n          \"BUSINESS DAY\":  Any day other than (i) a Saturday or Sunday, (ii) \nany other day on which banks are authorized or required to close in New York \nCity, Texas or Ohio and (iii) if such term is used in connection with the \nAdjusted Eurodollar Rate, a day on which dealings are not carried out in the \nLondon interbank market.\n\n          \"CAPITAL STOCK\":  With respect to a Person, any shares of corporate \nstock, however designated, of such Person, and any and all other equity \ninterests and participations representing ownership interests (including \nlimited partnership interests and limited liability company interests), \nhowever designated, in such Person.\n\n\n                                       3\n\n\n\n          \"CASH\":  Such coin or currency of the United States of America as \nat the time shall be legal tender for payment of all public and private debts.\n\n          \"CASH EQUIVALENTS\": Mean book-entry securities, negotiable \ninstruments or securities represented by instruments in bearer or registered \nfrom which evidence:\n\n          (a)    direct obligations of, and obligations fully guaranteed as to\n     timely payment by, the United States of America;\n\n          (b)    demand deposits, time deposits or certificates of deposit of\n     any depository institution or trust company incorporated under the laws of\n     the United States of America or any state thereof or the District of\n     Columbia (or any domestic branch of a foreign bank) and subject to\n     supervision and examination by federal or state banking or depository\n     institution authorities (including depository receipts issued by any such\n     institution or trust company as custodian with respect to any obligations\n     referred to in clause (a) above or portion of such obligations for the\n     benefit of the holders of such depository receipts); PROVIDED, HOWEVER,\n     that at the time of the investment or contractual commitment to invest\n     therein (which shall be deemed to be made again each time funds are\n     reinvested following each Distribution Date), the commercial paper or other\n     short-term senior unsecured debt obligations (other than such obligations\n     the rating of which is based on the credit of a Person other than such\n     depository institution or trust company) of such depository institution or\n     trust company shall have a credit rating from Standard &amp; Poor's of A-1 and\n     from Moody's of P-1;\n\n          (c)    commercial paper and demand notes investing solely in\n     commercial paper having, at the time of the investment or contractual\n     commitment to invest therein, a rating from Standard &amp; Poor's A-1 and from\n     Moody's of P-1;\n\n          (d)    investments in money market funds having a rating from Standard\n     &amp; Poor's of AAA-m or AAAm-G and from Moody's of Aaa and having been\n     approved by the Agent (including, without limitation, such funds for which\n     the Lender Collateral Agent or any of its affiliates is investment manager\n     or advisor).\n\n          (e)    bankers' acceptances issued by any depository institution or\n     trust company referred to in clause (b) above;\n\n          (f)    repurchase obligations with respect to any security that is a\n     direct obligation of, or fully guaranteed by, the United States of America\n     or any agency or instrumentality thereof of obligations of which are backed\n     by the full faith and credit of the United States of America, in either\n     case entered into with a depository institution or trust company (acting as\n     principal) referred to in clause (b) above; and\n\n          (g)    any other investment which has been approved by the\n     Administrative Agent and the Designated Series Insurer.\n\n\n                                       4\n\n\n\n          \"CERTIFICATE PLEDGE AGREEMENT\":  The Certificate Pledge and Collateral\nAgency Agreement, dated as of October 14, 1999, among the Borrower, FSA, the\nSpread Account Depositor and Bank One, as Collateral Agent, as the same may be\namended, supplemented or otherwise modified from time to time.\n\n          \"CODE\":  The Internal Revenue Code of 1986, as amended.\n\n          \"COMMERCIAL PAPER RATE DETERMINATION DATE\":  The meaning specified in\nSECTION 2.06(e)\n\n          \"COMMERCIAL PAPER NOTES\":  With respect to a Conduit Lender, the\nshort-term promissory notes issued by a Conduit Lender which are allocated by\nsuch Conduit Lender as its funding for its making or maintaining Advances to the\nBorrower hereunder.\n\n          \"COMMERCIAL PAPER RATE\":  For Advances means, to the extent a Conduit\nLender funds such Advances by issuing commercial paper, the sum of (a) the\nweighted average of the rates at which commercial paper notes of such Conduit\nLender issued to fund such Advances may be sold by any placement agent or\ncommercial paper dealer selected by such Conduit Lender, as agreed in good faith\nbetween each such agent or dealer and such Conduit Lender; PROVIDED if the rate\n(or rates) as agreed between any such agent or dealer and such Conduit Lender is\na discount rate (or rates), then such rate shall be the rate (or if more than\none rate, the weighted average of the rates) resulting from converting such\ndiscount rate (or rates) to an interest-bearing equivalent rate per annum PLUS\n(b) any and all commissions of placement agents and commercial paper dealers in\nrespect of commercial paper issued to fund the making or maintenance of any\nAdvance PLUS (c) any and all reasonable costs and expenses of any issuing and\npaying agent or other Person responsible for the administration of such Conduit\nLender's commercial paper program in connection with the preparation,\ncompletion, issuance, delivery or payment of commercial paper issued to fund the\nmaking or maintenance of any Advance.  Each Conduit Lender shall notify the\nAdministrative Agent of its Commercial Paper Rate applicable to any Advance\npromptly after the determination thereof. \n\n          \"COMMERCIAL PAPER RATE ADVANCE\":  An Advance which bears interest at a\nrate per annum determined on the basis of the Commercial Paper Rate, as provided\nin SECTION 2.06(a).\n\n          \"COMMITMENT\":  With respect to a Liquidity Lender, its Liquidity\nCommitment, and with respect to a Non-contingent Lender, its Non-contingent\nLending Commitment.\n\n          \"COMMITMENT AMOUNT\":  As of any date with respect to (i) a \nNon-contingent Lender, the principal amount set forth beside such Lender's \nname under the heading \"Non-contingent Lending Commitment\" and (ii) a \nLiquidity Lender, the principal amount set forth beside such Lender's name \nunder the heading \"Liquidity Commitment\", on the signature pages of this \nAgreement or on the signature page of the Assignment and Assumption pursuant \nto which such Committed Lender became a Committed Lender hereunder in \naccordance with the provisions of \n\n\n                                       5\n\n\n\nSECTION 8.06, as such Commitment Amount may be adjusted from time to time in \naccordance with the provisions of SECTION 2.04 or 8.06.\n\n          \"COMMITMENT EXPIRATION DATE\":  October 25, 2001, as such date may \nbe extended from time to time as agreed in writing by the Borrower, the \nAdministrative Agent and each Non-contingent Lender and Liquidity Lender \npursuant to Section 2.10.\n\n          \"COMMITMENT FEES\":  The meaning specified in the Fee Letter.\n\n          \"COMMITMENT PERIOD\":  The period commencing on the Effective Date \nand ending on the earlier to occur of (a) the Facility Maturity Date, (b) the \nCommitment Expiration Date or (c) the date of the termination in whole of the \nCommitments pursuant to SECTION 2.04, 6.02(a), 6A.02 or 6B.02.\n\n          \"COMMITMENT TERMINATION DATE\":  With respect to a Committed Lender, \nthe earliest to occur of (a) such Committed Lender's Scheduled Commitment \nTermination Date, (b) the Commitment Expiration Date or (c) the date of the \ntermination in whole of the Commitments pursuant to SECTION 2.04, 6.02(a), \n6A.02 or 6B.02.\n\n          \"COMMITTED LENDER\":  A Lender which is a Liquidity Lender or a \nNon-contingent Lender.\n\n          \"CONDUIT LENDER\":  Any Lender whose principal business consists of \nissuing commercial paper, medium term notes or other securities to fund its \nacquisition and maintenance of receivables, accounts, instruments, chattel \npaper, general intangibles and other similar assets or interests therein and \nwhich is designated on the signature page hereto or in the Assignment and \nAssumption by which it became a party hereto as a Conduit Lender.\n\n          \"CONTINGENT OBLIGATIONS\":  The meaning specified in Section 2A.01.\n\n          \"CONTINGENT OBLIGORS\":  The meaning specified in the Preamble.\n\n          \"CONTINUE,\" \"CONTINUATION\" and \"CONTINUED\":  each refers to a \ncontinuation of Advances for additional Interest Periods pursuant to SECTION \n2.08.\n\n          \"CONVERT,\" \"CONVERSION\" and \"CONVERTED\" each refers to a conversion \nof Advances of one Type into Advances of another Type pursuant to SECTION \n2.08.\n\n          \"CREDIT SUPPORT AGREEMENT\": an agreement pursuant to which credit \nenhancement or credit support is provided for Advances.\n\n          \"CREDIT SUPPORT DEFAULT\":  With respect to a Credit Support \nProvider, (i) such Credit Support Provider shall have failed to make a \npayment required under the Credit Support Agreement \n\n\n                                       6\n\n\n\nin accordance with its terms or (ii) an Insolvency Event shall have occurred \nwith respect to such Credit Support Provider.\n\n          \"CREDIT SUPPORT PROVIDER\":  The meaning specified in Section \n3.01(g).\n\n          \"CREDIT SUPPORT RATING EVENT\":  With respect to a Credit Support \nProvider, the claims-paying ability of such Credit Support Provider is rated \nless than \"A-\" by S&amp;P or, if rated by Moody's at the request of such Credit \nSupport Provider, \"A3\" by Moody's.\n          \n          \"CSFB\": Credit Suisse First Boston, New York Branch, and its \nsuccessors. \n\n          \"DEBT\":  At any date with respect to any Person, without \nduplication: (i) all obligations of such Person for borrowed money; (ii) all \nobligations of such Person evidenced by bonds, debentures, notes or other \nsimilar instruments; (iii) all obligations of such Person to pay the deferred \npurchase price of property or services, except trade accounts payable arising \nin the ordinary course of business; (iv) all obligations of such Person as \nlessee under capital leases; (v) all non-contingent obligations of such \nPerson to reimburse or prepay any bank or other Person in respect of amounts \npaid under a letter of credit, banker's acceptance or similar instrument; \n(vi) all Debt of others secured by a Lien on any asset of such Person, \nwhether or not such Debt is assumed by such Person; and (vii) all Debt of \nothers Guaranteed by such Person.\n\n          \"DEBTOR RELIEF LAWS\":  The Bankruptcy Code and all other applicable \nliquidation, conservatorship, bankruptcy, moratorium, rearrangement, \nreceivership, insolvency, reorganization, suspension of payments, \nreadjustment of debt, marshaling of assets or similar debtor relief laws of \nthe United States, any state or any foreign country from time to time in \neffect, affecting the rights of creditors generally.\n\n          \"DEFAULT\":  Any Event of Default or any occurrence that is, or with \nnotice or the lapse of time or both would become, an Event of Default.\n\n          \"DEFAULT RATE\":  The meaning specified in SECTION 2.06(c).\n\n          \"DESIGNATED SERIES\": a Series as to which the conditions set forth \nin Section 3.02 have been satisfied.\n\n          \"DESIGNATED SERIES AMORTIZATION DATE\":  With respect to any \nDesignated Series Borrowing, the Distribution Date of the 26th consecutive \ncalendar month following the month during which such Designated Series \nBorrowing took place.\n\n          \"DESIGNATED SERIES BORROWING\":  The meaning specified in SECTION \n2.01(a).\n\n\n                                       7\n\n\n\n          \"DESIGNATED SERIES INSURER\":  With respect to any Designated \nSeries, FSA in its capacity as the insurance company insuring the repayment \nof such Designated Series, and each such Designated Series Insurer, \ncollectively, the \"DESIGNATED SERIES INSURERS\".\n\n          \"DESIGNATED SERIES MATURITY DATE\":  With respect to any Designated \nSeries Borrowing, the Distribution Date of the 30th consecutive calendar \nmonth following the month during which such Designated Series Borrowing took \nplace.\n\n          \"DESIGNATED SERIES SERVICER\" and \"DESIGNATED SERIES SERVICERS\":  \nThe respective meanings specified in Section 5.01.\n\n          \"DISTRIBUTION DATE\":  The fifth day of each calendar month, or, if \nsuch day is not a Business Day, the immediately following Business Day; \nPROVIDED, that such day shall in no event be earlier than the third Business \nDay of such calendar month.\n\n          \"DOLLAR\" or \"$\":  A dollar or other equivalent unit in such coin or \ncurrency of the United States as at the time shall be legal tender for all \ndebts, public and private.\n\n          \"DRAW LIMIT\": The meaning specified in the RCCA Agreement.\n\n          \"EFFECTIVE DATE\":  The date on which the conditions specified in \nSECTION 3.01 shall have been satisfied.\n\n          \"ERISA\":  The U.S. Employee Retirement Income Security Act of 1974, \nas amended from time to time, and the regulations promulgated and rulings \nissued thereunder.\n\n          \"ERISA AFFILIATE\":  Any Person who for purposes of Title IV of \nERISA is a member of the Borrower's controlled group, or under common control \nwith the Borrower, within the meaning of Section 414 of the IRC, and the \nregulations promulgated and rulings issued thereunder.\n\n          \"EURODOLLAR RATE ADVANCE\":  An Advance which bears interest at a \nrate per annum determined on the basis of the Adjusted Eurodollar Rate, as \nprovided in SECTION 2.06(a).\n\n          \"EVENT OF EARLY AMORTIZATION\":  The meaning specified in SECTION \n6B.01.\n\n          \"EVENT OF EARLY TERMINATION\":  The meaning specified in SECTION \n6A.01.\n\n          \"EVENT OF DEFAULT\":  The meaning specified in SECTION 6.01.\n\n          \"EXCLUDED TAXES\":  The meaning specified in SECTION 2.12(a).\n\n          \"EXPECTED CUMULATIVE NET LOSSES\": On any date, the sum of (i) the \nproduct of 6.5% and the outstanding principal amount of Preferred Receivables \nin the FSA Portfolio and (ii) the \n\n\n                                       8\n\n\n\nproduct of 11% and the outstanding principal amount of Standard Receivables \nin the FSA Portfolio, in each case after giving effect to the issuance of the \nSeries to be issued after such date, PROVIDED   if either (i) the amount of \ncredit enhancement necessary to obtain an investment grade rating from any \nRating Agency on any Series on a stand-alone basis, i.e., without giving \neffect to the credit enhancement provided by the Designated Series Insurer, \nis increased by such Rating Agency beyond the level required with respect to \nSeries 1999-D or (ii) in the opinion of the Required Lenders, there has been \na material deterioration in the performance of the portfolio serviced by \nACFS, the percentages set forth in clauses (i) and (ii) of this definition \nshall be such higher percentages as the Required Lenders shall select, \nPROVIDED further if the amount of credit enhancement necessary to obtain an \ninvestment grade rating from the Rating Agency on any Series on a stand-alone \nbasis, i.e., without giving effect to the credit enhancement provided by the \nDesignated Series Insurer, is decreased by the Rating Agencies beyond the \nlevel required with respect to Series 1999-D, the Lenders will consider in \ngood faith a request by the Borrower to lower the percentages set forth in \nclauses (i) and (ii) of this definition.\n\n          \"FACILITY FEE\":  The meaning specified in the Fee Letter.\n\n          \"FACILITY FEE RATE\": (i) with respect to any Designated Series with \nrespect to which the aggregate amount deposited into the related Spread \nAccount on the date of issuance of such Designated Series and on the date the \nprefunded amount, if any, of such Designated Series is released is less than \n3% of the initial aggregate principal amount of the securities constituting \nsuch Designated Series, 5.00% and (ii) with respect to any other Series, \n4.50%.\n\n          \"FACILITY MATURITY DATE\":  The earliest of (a) the Stated Maturity \nDate, (b) the date of the acceleration of the Advances pursuant to SECTION \n6.02(a), and (c) the occurrence of an Insolvency Event with respect to the \nBorrower.\n\n          \"FEDERAL FUNDS RATE\":  For any day, a fluctuating interest rate per \nannum equal to the weighted average of the rates on overnight Federal funds \ntransactions with members of the Federal Reserve System arranged by Federal \nfunds brokers, as published for such day (or, if such day is not a Business \nDay, for the next preceding Business Day) by the Federal Reserve Bank of New \nYork, or, if such rate is not so published for any day which is a Business \nDay, the average of the quotations for such day for such transactions \nreceived by CSFB from three Federal funds brokers of recognized standing \nselected by it.\n\n          \"FEE LETTER\":  The Fee Letter, dated as of October 14, 1999, among \nthe Borrower, the Contingent Obligors and the Administrative Agent, and the \nLenders named therein as such document may be amended, modified, restated or \nsupplemented from time to time.\n\n          \"FEES\":  The Facility Fees and the Commitment Fees.\n\n          \"FINAL INSURANCE TERMINATION DATE\":  the last to occur of the\nInsurance Termination Dates.\n\n\n                                       9\n\n\n\n          \"FITCH\":  Fitch IBCA, Inc., and its successors.\n\n          \"FIXED PERIOD\":  With respect to any Commercial Paper Rate Advance \nor portion thereof owed to a Conduit Lender, the period from the date of \nissuance to the maturity date of the Commercial Paper Note or Commercial \nPaper Notes of such Lender which such Lender has allocated to the funding or \nmaintenance of such Commercial Paper Rate Advance or such portion.\n\n          \"FSA\": Financial Security Assurance Inc., a New York stock \ninsurance company.\n\n          \"FSA PORTFOLIO\": At any particular time, the receivables in all \nSeries with respect to which FSA has issued an insurance policy.\n\n          \"FSA SERIES\": At any particular time, all Series with respect to \nwhich FSA has issued an insurance policy and with respect to which the spread \naccounts are subject to the Spread Account Agreement.\n\n          \"GAAP\":  At any particular time with respect to the Borrower, U.S. \ngenerally accepted accounting principles as in effect at such time, \nconsistently applied.\n\n          \"GOVERNMENTAL AUTHORITY\" shall mean any nation or government, any \nstate or other political subdivision thereof and any entity exercising \nexecutive, legislative, judicial, regulatory or administrative functions of \nor pertaining to government.\n\n          \"GRANT\":  To grant, bargain, sell, warrant, alienate, premise, \nrelease, convey, assign, transfer, mortgage, pledge, create and grant a \nsecurity interest in and right of setoff against, deposit, set over and \nconfirm.\n\n          \"GUARANTEE\":  By any Person, any obligation, contingent or \notherwise, of such Person directly or indirectly guaranteeing any Debt or \nother obligation of any other Person and, without limiting the generality of \nthe foregoing, any obligation, direct or indirect, contingent or otherwise, \nof such Person (i) to purchase or pay (or advance or supply funds, for the \npurchase or payment of) such Debt or other obligation (whether arising by \nvirtue of partnership arrangements, by agreement to keep-well, to purchase \nassets, goods, securities or services, to take-or-pay, or to maintain \nfinancial statement conditions or otherwise) or (ii) entered into for the \npurpose of assuring in any other manner the obligee of such Debt or other \nobligation of the payment thereof or to protect such obligee against loss in \nrespect thereof (in whole or in part); provided, that the term \"Guarantee\" \nshall not include endorsements for collection or deposit in the ordinary \ncourse of business.  The term \"Guarantee\" used as a verb has a corresponding \nmeaning.\n\n          \"GUARANTY LIMIT\": (i) for the period from the Effective Date until \nthe date, if any, of the first Borrowing with respect to which the aggregate \namount deposited on the date of issuance of the related Designated Series and \non the date the prefunded amount, if any, of such Designated Series is \nreleased in the related Spread Account is less than 3% of the initial \naggregate principal \n\n\n                                       10\n\n\n\namount of the securities constituting such Designated Series, $50,000,000 and \n(ii) thereafter, $100,000,000.\n\n          \"INDEPENDENT\":  When used with respect to any specified Person \nother than an accountant, such a Person who (i) is in fact independent, (ii) \ndoes not have any direct financial interest or any material indirect \nfinancial interest in the Borrower or in any Affiliate of the Borrower, and \n(iii) is not connected with the Borrower or any Affiliate of the Borrower as \nan officer, employee, promoter, underwriter, trustee, partner, director or \nPerson performing similar functions.  \"Independent\" when used with respect to \nany accountant means an accountant, who may be the accountant who audits the \nbooks of the Borrower, who is independent with respect to the Borrower within \nthe meaning of the Code of Professional Ethics of the American Institute of \nCertified Public Accountants. Whenever it is herein provided that any \nIndependent Person's opinion or certificate shall be furnished to the \nAdministrative Agent or the Lenders, such Person shall be acceptable to the \nAdministrative Agent, and such opinion or certificate shall state that the \nsigner has read this definition and that the signer is Independent within the \nmeaning hereof.\n\n          \"INFORMATION SYSTEMS\"  The meaning specified in Section 4.01(x).\n\n          \"INITIAL SPREAD ACCOUNT DEPOSIT\" and \"INITIAL SPREAD ACCOUNT \nDEPOSITS\": The meaning specified in the Recitals.\n\n          \"INSOLVENCY EVENT\":  With respect to a Person, such Person shall \nfail generally to, or admit in writing its inability to, pay its debts as \nthey become due; or a proceeding shall have been instituted in a court having \njurisdiction in the premises seeking a decree or order for relief in respect \nof such Person in an involuntary case under any Debtor Relief Law, or for the \nappointment of a receiver, liquidator, assignee, trustee, custodian, \nsequestrator, conservator or other similar official of such Person or for any \nsubstantial part of its property, or for the winding-up or liquidation of its \naffairs and, if instituted against such Person, any such proceeding shall \ncontinue undismissed or unstayed and in effect for a period of 60 consecutive \ndays or any of the actions sought in such proceeding shall occur; or the \ncommencement by such Person of a voluntary case under any Debtor Relief Law, \nor such Person's consent to the entry of any order for relief in an \ninvoluntary case under any Debtor Relief Law, or consent to the appointment \nof or taking possession by a receiver, liquidator, assignee, trustee, \ncustodian, sequestrator, conservator or other similar official of such Person \nor for any substantial part of its property, or any general assignment for \nthe benefit of creditors; or such Person shall have taken any corporate, \npartnership or similar action in furtherance of any of the foregoing actions.\n\n          \"INSURANCE TERMINATION DATE\": when used in the singular, any of, \nand when used in the plural, all of, the termination date of  the 1996-C \nInsurance and Indemnity Agreement, the 1996-D Insurance and Indemnity \nAgreement, the 1997-A Insurance and Indemnity Agreement, the 1997-B Insurance \nand Indemnity Agreement, the 1997-C Insurance and Indemnity Agreement, the \n1997-D Insurance and Indemnity Agreement, the 1998-A Insurance and Indemnity \nAgreement, the 1998-B Insurance and Indemnity Agreement, the 1998-C Insurance \nand Indemnity Agreement, the 1998-D \n\n\n                                       11\n\n\n\nInsurance and Indemnity Agreement, the 1999-A Insurance and Indemnity \nAgreement, the 1999-B Insurance and Indemnity Agreement, the 1999-C Insurance \nand Indemnity Agreement and the termination date of each other insurance and \nindemnity agreement entered into in connection with a Series the spread \naccount of which is subject to the Spread Account Agreement.\n\n          \"INTEREST PAYMENT DATE\":  (i) With respect to any Advance, each \nDistribution Date, commencing the first of such days to occur after such \nAdvance is made, and (ii) as to all Advances, the earlier to occur of (a) the \nDesignated Series Maturity Date and (b) the Facility Maturity Date.\n\n          \"INTEREST PERIOD\": (i) For each Advance other than a Eurodollar \nAdvance, initially the period commencing on the date on which such Advance is \nmade, Continued or Converted from an Advance of a different Type, and ending \non the day preceding the next following Interest Payment Date, and thereafter \nthe period commencing on each Interest Payment Date and ending on the day \npreceding the next following Interest Payment Date or, if earlier, the date on \nwhich such Advance is repaid or Converted into another Type of Advance, and, \n(ii) for each Eurodollar Advance, initially the period commencing on the date \non which such Advance is made, Continued or Converted from an Advance of a \ndifferent Type, and ending on the day preceding the next following Interest \nPayment Date, and thereafter the period commencing on each Interest Payment \nDate and ending on the day preceding the next following Interest Payment Date; \nPROVIDED, HOWEVER, that (A) whenever the last day of any Interest Period would \notherwise occur on a day other than a Business Day, the last day of such \nInterest Period shall be extended to occur on the next succeeding Business \nDay, (B) in the case of any Interest Period for any Advance which commences \nbefore the Facility Maturity Date and would otherwise end on a date occurring \nafter the Facility Maturity Date, such Interest Period shall end on the \nFacility Maturity Date, and (C) the duration of any Interest Period commencing \non or after the Facility Maturity Date shall be selected by the Administrative \nAgent.\n\n          \"INVESTMENT COMPANY ACT\":  The United States Investment Company Act \nof 1940, as amended.\n\n          \"IRS\":  The U.S. Internal Revenue Service and any successor agency.\n\n          \"LENDER COLLATERAL AGENT\":  The meaning specified in the Preamble.\n\n          \"LENDER NOTES\":  The meaning specified in Section 2.01(b).\n\n          \"LENDING PERCENTAGE\":  On and date the following:\n\n   (i)    with respect to a Conduit Lender, such Conduit Lender's Maximum\n   Advance Amount as a percentage of the Total Commitment Amount;\n\n   (ii)   with respect to a Liquidity Lender, such Liquidity Lender's Liquidity\n   Commitment Amount as a percentage of the Total Commitment Amount; and\n\n                                       12\n\n\n   (iii)  with respect to a Non-contingent Lender, such Non-contingent Lender's\n   Non-Contingent Lending Commitment Amount as a percentage of the Total\n   Commitment Amount. \n\n          \"LIEN\":  With respect to any asset, any mortgage, pledge, \nhypothecation, assignment, deposit arrangement, encumbrance, lien (statutory \nor other), preference, priority, security agreement or preferential \narrangement of any kind or nature whatsoever (including any conditional sale \nor other title retention agreement relating to such asset).\n\n          \"LIQUIDITY COMMITMENT\":  In respect of a Lender as to which an \namount of a \"Liquidity Commitment\" and the identity of one or more related \nConduit Lenders are set forth beside such Lender's name on the signature pages \nof this Agreement or on the signature page of the Assignment and Assumption \npursuant to which such Lender became a Lender hereunder in accordance with the \nprovisions of SECTION 8.06, such Lender's undertaking during the Commitment \nPeriod to make Advances in respect of Borrowings in lieu of such Conduit \nLenders in accordance with SECTION 2.02(g), subject to the terms and \nconditions hereof, in the aggregate outstanding principal amount not exceeding \nthe Commitment Amount of such Lender.\n\n          \"LIQUIDITY COMMITMENT AMOUNT\":  As of any date with respect to a \nLiquidity Lender, the principal amount set forth beside such Lender's name \nunder the heading \"Liquidity Commitment\" on the signature page of this \nAgreement or on the signature page of the Assignment and Assumption Agreement \npursuant to which such Liquidity Lender became a Committed Lender hereunder in \naccordance with the provisions of SECTION 8.06, as such Liquidity Commitment \nAmount may be adjusted from time to time in accordance with the provisions of \nSECTION 2.04 or 8.06.\n\n          \"LIQUIDITY LENDER\":  A Lender having a Liquidity Commitment with \nrespect to one or more Conduit Lenders.\n\n          \"LIQUIDITY PERCENTAGE\":  With respect to a Liquidity Lender and its \nrelated Conduit Lender, such Lender's Adjusted Available Commitment Amount \nwith respect to such Conduit Lender as a percentage of the aggregate Adjusted \nAvailable Commitment Amounts of all of such Conduit Lender's related Liquidity \nLenders.\n\n          \"LOSS COVERAGE RATIO\": At any time, the ratio of the Maximum Net \nCumulative Losses at such time to the Expected Cumulative Losses at such time.\n\n          \"MARGIN STOCK\":  \"Margin Stock\" as defined under Regulation U issued \nby the Board of Governors of the Federal Reserve System.\n\n          \"MATERIAL ADVERSE EFFECT\":  (i)  A material adverse effect on the \nfinancial condition, operations or business of the Borrower or any Contingent \nObligor, (ii) a material adverse effect on the ability or right of the \nBorrower or any Contingent Obligor to perform its obligations under this \nAgreement or any other Transaction Document, or (iii) any impairment of the \nability or right of the \n\n                                  13\n\n\n\nAdministrative Agent or any Lender to enforce this Agreement or any Lender \nNote or of the Administrative Agent to enforce any other Transaction Document.\n\n          \"MAXIMUM ADVANCE AMOUNT\":  With respect to a Conduit Lender, the \nprincipal amount set forth beside such Lender's name under the heading \n\"Maximum Advance Amount\" on the signature pages of this Agreement or on the \nsignature page of the Assignment and Assumption pursuant to which such \nConduit Lender became a Conduit Lender hereunder in accordance with the \nprovisions of SECTION 8.06, as such Maximum Advance Amount may be adjusted \nfrom time to time in accordance with the provisions of SECTION 2.03 or 8.06.\n\n          \"MAXIMUM BORROWING PERCENTAGE\": For the period from the Effective \nDate to the first anniversary of the Effective Date, 5% and thereafter, 6%.\n\n          \"MAXIMUM NET CUMULATIVE LOSSES\": At any time, the amount determined \nby the Administrative Agent with respect to all FSA Series pursuant to the \ncash flow model described in Annex I.\n\n          \"MINIMUM SPREAD ACCOUNT PERCENTAGE\": For the period from the \nEffective Date to the first anniversary of the Effective Date, 3% and \nthereafter, 2%.\n\n          \"MOODY'S\":  Moody's Investors Service, Inc., and any successor \nthereto.\n\n          \"NEGATIVE CARRY\":  the meaning specified in the Security Agreement.\n\n          \"NON-CONTINGENT LENDER\":   A Lender which has a Non-contingent \nLending Commitment.\n\n          \"NON-CONTINGENT LENDING COMMITMENT\":  In respect of a Lender as to \nwhich an amount of a \"Non-contingent Lending Commitment\" is set forth beside \nsuch Lender's name on the signature pages of this Agreement or on the \nsignature page of the Assignment and Assumption pursuant to which such Lender \nbecame a Lender hereunder in accordance with the provisions of SECTION 8.06, \nsuch Lender's undertaking during the Commitment Period to make Advances in \nrespect of Borrowings, subject to the terms and conditions hereof, in the \naggregate outstanding principal amount not exceeding the Non-contingent \nLending Commitment Amount of such Lender.\n\n          \"NON-CONTINGENT LENDING COMMITMENT AMOUNT\":  As of any date with \nrespect to a Non-contingent Lender, the principal amount set forth beside \nsuch Lender's name under the heading \"Non-contingent Lending Commitment\" on \nthe signature page of this Agreement or on the signature page of the \nAssignment and Assumption Agreement pursuant to which such Non-contingent \nLender became a Committed Lender hereunder in accordance with the provisions \nof SECTION 8.06, as such Non-contingent Lending Commitment Amount may be \nadjusted from time to time in accordance with the provisions of SECTION 2.04 \nor 8.06.\n\n                                       14\n\n\n\n          \"NOTICE OF BORROWING\":  The meaning specified in SECTION 2.02(a).\n\n          \"NOTICE OF CONVERSION\/CONTINUATION\":  The meaning specified in \nSECTION 2.08(b).\n\n          \"NOTICE OF SUSPENSION\":  The meaning specified in Section 3.05 of \nthe Security Agreement.\n\n          \"NYUCC\":  The Uniform Commercial Code as in effect from time to \ntime in the State of New York.\n\n          \"OBLIGATIONS\":  The meaning specified in the Security Agreement.\n\n          \"OFFICER\":  With respect to the Borrower, the Chairman of the Board \nof Directors, any Vice Chairman, any Director, the President, any Vice \nPresident, the Secretary, an Assistant Secretary, the Treasurer or an \nAssistant Treasurer of the Borrower.\n\n          \"OFFICER'S CERTIFICATE\":  With respect to any Person, a certificate \nsigned by an Authorized Officer of such Person.\n\n          \"OPINION OF COUNSEL\":  A written opinion of counsel who, except as \notherwise expressly provided in this Agreement, may be counsel to the \nBorrower, and who shall be acceptable to the Administrative Agent.\n\n          \"PARTICIPANT\":  The meaning specified in SECTION 8.06(a).\n\n          \"PARTICIPATION\":  The meaning specified in SECTION 8.06(a).\n\n          \"PERCENTAGE INTEREST\":  For a Lender on any day, (a) the aggregate \noutstanding principal amount of Advances owed to such Lender as a percentage \nof the aggregate outstanding principal amount of all Advances on such day, or \n(b) if no Advances are outstanding on such day, (i) 0% in the case of a \nConduit Lender, (ii) such Lender's Lending Percentage in the case of a \nNon-contingent Lender, and (iii) such Lender's Liquidity Percentage times the \nLending Percentage of such Lenders related Conduit Lender in the case of a \nLiquidity Lender.\n\n          \"PERMITTED CREDIT SUPPORT PROVIDER\": Either (i) a Person who, on \nthe Effective Date, (a) is a Credit Support Provider or who is a party to a \nfacultative reinsurance treaty with a Credit Support Provider, (b) is a \nPermitted Transferee, and (c) has executed and delivered to the \nAdministrative Agent an Assignment and Assumption or (ii) a Person who is an \nAffiliate of an existing Credit Support Provider, is an assignee of such \nexisting Credit Support Provider, is a Permitted Transferee and has executed \nand delivered to the Administrative Agent an Assignment and Assumption.  Upon \nany assignment of any Advance or interest therein to a Permitted Credit \nSupport Provider, the Administrative Agent agrees to deliver to FSA a copy of \nthe Assignment and Assumption Agreement delivered by such Permitted Credit \nSupport Provider\n\n                                       15\n\n\n\n          \"PERMITTED LIEN\":  A Lien which is permitted by SECTION 5.02(a).\n\n          \"PERMITTED TRANSFEREE\":  At any time, a bank, insurance company, \nreinsurance company or commercial paper conduit having, in the case of an \nentity that is subject to risk-based capital adequacy requirements, \nrisk-based capital of at least $100,000,000 or, in the case of an entity that \nis not subject to risk-based capital adequacy requirements, combined capital, \nsurplus, contingency reserves and unearned premium reserves of at least \n$100,000,000, PROVIDED that for purposes of determining whether a Person is a \nPermitted Credit Support Provider for purposes of clause (i) of the \ndefinition thereof, the number \"$100,000,000\" in this definition shall be \ndeemed to be $70,000,000, and PROVIDED, FURTHER that for purposes of \ndetermining whether a Person is a Permitted Credit Support Provider for \npurposes of clause (ii) of the definition thereof, the number \"$100,000,000\" \nin this definition shall be deemed to be the greater of (x) $70,000,000 and \n(y) the lesser of (1) $100,000,000 and (2) risk-based capital or combined \ncapital, surplus, contingency reserves and unearned premium reserves, as the \ncase may be, as of the Effective Date of the assignor Credit Support Provider \nwith respect to such Person.\n\n          \"PERSON\":  Any individual, corporation, partnership, joint venture, \nassociation, limited liability company, joint stock company, trust (including \nany beneficiary thereof) or any other entity, unincorporated organization or \ngovernment or any agency or political subdivision thereof.\n\n          \"PLAN\":  Any employee benefit plan as defined in Section 3(3) of \nERISA in respect of which the Borrower or any ERISA Affiliate is, or within \nthe immediately preceding six years was, an \"employer\" as defined in Section \n3(5) of ERISA, and in respect of which the Borrower or an ERISA Affiliate \ncould have liability under Title IV of ERISA.\n\n          \"PREFERRED RECEIVABLE\": a receivable identified in the Borrower's \nrecords as belonging to the preferred loan program based on the underwriting \nand pricing criteria in place at the time of the origination of such \nreceivable.\n\n          \"PROCEDURES REPORT\":  The meaning specified in SECTION 5.01(a).\n\n          \"RATING AGENCY\":  Each of Fitch, Moody's and S&amp;P.\n\n          \"RCCA\":  The meaning specified in the recitals.\n\n          \"RCCA AGENT\":  The meaning specified in the recitals.\n\n          \"RCCA AGREEMENT\":  The Replacement Cash Collateral Account \nAgreement, dated as of the date hereof, among the Borrower, FSA, the \nAdministrative Agent and the RCCA Agent, as the same may be amended, \nsupplemented or otherwise modified from time to time.\n\n          \"RCCA COLLATERAL\": The meaning assigned to \"Collateral\" in the RCCA \nAgreement.\n\n                                       16\n\n\n\n          \"RCCA DEPOSIT\":  The meaning specified in the recitals.\n\n          \"RCCA DISTRIBUTIONS\":  With respect to any Designated Series, the \nmoneys which are distributed, from time to time, to the Borrower from the \nRCCA of such Designated Series.\n\n          \"REGULATORY CHANGE\":  In the case of a Lender, any change occurring \nafter the date of such Lender's execution and delivery of this Agreement or, \nif applicable of the Assignment and Assumption by which it became party to \nthis Agreement; in the case of a Participant, any change occurring after the \ndate on which its Participation became effective, or in the case of an \nAffected Party, any change occurring after the date it became such an \nAffected Party, in any (or the adoption after such date of any new):\n\n          (i) United States Federal or state law or foreign law applicable to\n     such Lender, Participant or Affected Party; or\n\n          (ii) regulation, interpretation, directive, guideline or request\n     (whether or not having the force of law) applicable to such Lender,\n     Participant or Affected Party of any court or other judicial authority or\n     any Governmental Authority charged with the interpretation or\n     administration of any law referred to in clause (i) or of any fiscal,\n     monetary or other authority or central bank having jurisdiction over such\n     Lender, Participant or Affected Party.\n\n          \"REQUIRED LENDERS\": At any time, (i) Lenders having Percentage \nInterests aggregating greater than 50%, and (ii) Committed Lenders together \nhaving Commitments aggregating to greater than 50% of the Total Commitment \nAmount.\n\n          \"REQUIRED LOSS COVERAGE RATIO\": 1.96 to 1.\n\n           \"REQUIRED SPREAD ACCOUNT DEPOSIT\":  The meaning specified in \nSECTION 3.02(b)(v).\n\n          \"RESTRICTED PAYMENT\":  The meaning specified in SECTION 5.02(c).\n\n          \"S&amp;P\":  Standard &amp; Poor's Ratings Group, and any successor thereto.\n\n          \"SCHEDULED COMMITMENT TERMINATION DATE\":  At any time with respect \nto a Committed Lender, the date set forth beside such Lender's name under the \nheading \"Scheduled Commitment Termination Date\" on the signature pages of \nthis Agreement or on the signature page of the Assignment and Assumption \npursuant to which such Committed Lender became a Committed Lender hereunder \nin accordance with the provisions of SECTION 8.06, as such Commitment may be \nextended from time to time in accordance with the provisions of SECTION 2.10.\n\n          \"SECURED OBLIGATIONS\":  The meaning specified in the Security \nAgreement.\n\n          \"SECURED PARTY\":  The meaning specified in the Security Agreement.  \n\n                                       17\n\n\n\n         \"SECURITY AGREEMENT\":  The Security and Collateral Agent Agreement, \ndated as of the date hereof, among the Borrower, ACFS, the Administrative \nAgent and the Lender Collateral Agent, as the same may be amended, \nsupplemented or otherwise modified from time to time.\n\n          \"SECURITY INTEREST\":  Each security interest and Lien Granted \npursuant to Section 2.01 of the Security Agreement.\n\n          \"SERIES\":  The meaning specified in the Recitals.\n\n          \"SERIES TRANSACTION DOCUMENTS\": With respect to any Series, the \npooling and servicing agreement (or equivalent document by any other name), \nsale and servicing agreement, indenture, insurance and indemnity agreement, \nand supplement to the Spread Account Agreement.\n\n          \"SOLVENT\": The meaning set forth in the Subordination Agreement.\n\n          \"SPREAD ACCOUNT\" and \"SPREAD ACCOUNTS\":  The respective meanings \nspecified in the Recitals.\n\n          \"SPREAD ACCOUNT REPLACEMENT REINSURANCE\":  The meaning specified in \nthe RCCA Agreement.\n\n          \"SPREAD ACCOUNT AGREEMENT\": That certain Spread Account Agreement, \ndated as of December 1, 1994, as amended and restated as of May 11, 1998, \namong the Borrower, FSA, Lasalle National Bank, Harris Trust and Savings Bank \nand Bank One, N.A., as amended, restated, modified or supplemented from time \nto time.\n\n          \"SPREAD ACCOUNT DEPOSITOR\":  The meaning specified in the recitals.\n\n          \"STANDARD RECEIVABLE\":  a receivable identified in the Borrower's \nrecords as belonging to the standard loan program based on the underwriting \nand pricing criteria in place at the time of the origination of such \nreceivable.\n\n          \"STATED MATURITY DATE\": April 25, 2004.\n\n          \"SUBORDINATION AGREEMENT\":  The Subordination and Intercreditor \nAgreement, dated as of the date hereof, among the Borrower, the Contingent \nObligors, FSA, certain Underlying Trustees, the Agent and the Lender \nCollateral Agent, as the same may be amended, supplemented or otherwise \nmodified from time to time.\n\n          \"SUBSIDIARY\":  As to a Person, another Person, a majority of the \noutstanding voting stock of which is owned, directly or indirectly, by such \nPerson or by one or more other Subsidiaries of such Person.  For the purposes \nof this definition, \"voting stock\" of a Person means shares, interests, \nparticipations or other equivalents (however designated) of such Person's \nequity having \n\n                                       18\n\n\n\nvoting power for the election of directors, managers or other voting members \nof the governing body of such Person.\n\n          \"SUPPORT ADVANCES\":  With respect to a Liquidity Lender and its \nrelated Conduit Lender, any participation held by such Liquidity Lender in \nAdvances owed to such Conduit Lender which were purchased from such Conduit \nLender pursuant to a Support Facility and any loans or other advances made by \nsuch Liquidity Lender to such Conduit Lender pursuant to a Support Facility \nto fund such Conduit Lender's making or maintaining its Advances hereunder \n(but excluding any such loans or advances made to fund such Conduit Lender's \nobligations to pay interest, fees or other similar amounts relating to the \nfunding of its making or maintaining its Advances hereunder).\n\n          \"SUPPORT PARTY\":  Any bank or other financial institution extending \nor having a commitment to extend funds to or for the account of  a Conduit \nLender (including by agreement to purchase an assignment of or participation \nin Advances owed to such Conduit Lender) under a Support Facility.\n\n          \"SUPPORT FACILITY\":  Any liquidity or credit support agreement \n(other than the Credit Support Agreement) with a Conduit Lender which relates \nto this Agreement and the Advances made by such Conduit Lender hereunder \n(including any agreement to purchase an assignment of or participation in \nsuch Advances).\n\n          \"SWAP TRANSACTION\":  (i) Any rate, basis, commodity, currency, debt \nor equity swap; (ii) any cap, collar or floor agreement; (iii) any rate, \nbasis, commodity, currency, debt or equity futures or forward agreement; (iv) \nany rate, basis, commodity, currency, debt or equity option representing an \nobligation to buy or sell a security, commodity, currency, debt or equity; \nand (v) any other similar agreement.\n\n          \"TAXES\":  The meaning specified in SECTION 2.12(a).\n\n          \"TOTAL COMMITMENT AMOUNT\":  On any date, the sum of (i) the \nLiquidity Commitment Amounts of all Liquidity Lenders, and (ii) the \nNon-contingent Lending Commitment Amounts of all Non-contingent Lenders, \nwhich amount shall initially be $225,000,000.\n\n          \"TOTAL SECURED DEBT\":  At any time, Senior Debt at the time \noutstanding and the Senior Subordinated Notes then Outstanding.\n\n          \"TRADE CLAIM\":  Claims of trade creditors and other general \nunsecured current obligations of a debtor.\n\n          \"TRANSACTION DOCUMENTS\":  This Agreement, the Lender Notes, the \nSecurity Agreement, the RCCA Agreement, the Subordination Agreement and all \nother notes, security agreements, instruments, documents and other agreements \n(including UCC financing statements) \n\n                                       19\n\n\nheretofore, now or hereafter executed and\/or delivered by or on behalf of the \nBorrower in connection with any of the foregoing, in each case, as the same \nmay be amended, supplemented or otherwise modified.\n\n          \"TRANSFER\":  The meaning specified in SECTION 8.06(a).\n\n          \"TRUST AGREEMENT\":  The Amended and Restated Trust Agreement, dated \nas of October 19, 1999, between the Borrower and Bankers Trust (Delaware), as \nowner trustee, as the same may be amended, supplemented or otherwise modified \nfrom time to time.\n\n          \"TYPE\":  With reference to an Advance, whether such Advance \nconstitutes a Base Rate Advance, a Commercial Paper Rate Advance or a \nEurodollar Rate Advance.\n\n          \"UNDERLYING TRANSACTIONS\": when used in the singular, any of, and \nwhen used in the plural, all of, the transactions contemplated by each of the \n1996-C Insurance and Indemnity Agreement, the 1996-D Insurance and Indemnity \nagreement, the 1997-A Insurance and Indemnity Agreement, the 1997-B Insurance \nand Indemnity Agreement, the 1997-C Insurance and Indemnity agreement, the \n1997-D Insurance and Indemnity Agreement, the 1998-A Insurance and Indemnity \nagreement, the 1998-B Insurance and Indemnity Agreement, the 1998-C Insurance \nand Indemnity Agreement, 1998-D Insurance and Indemnity Agreement, the 1999-A \nInsurance and Indemnity Agreement, the 1999-B Insurance and Indemnity \nAgreement, , the 1999-C Insurance and Indemnity Agreement, the 1996-C Sale \nand Servicing Agreement, the 1996-D Sale and Servicing Agreement, the 1997-A \nSale and Servicing Agreement, the 1997-B Sale and Servicing Agreement, the \n1997-C Sale and Servicing Agreement, the 1997-D Sale and Servicing Agreement, \nthe 1998-A Sale and Servicing Agreement, the 1998-B Sale and Servicing \nAgreement, the 1998-C Sale and Servicing Agreement, the 1998-D Sale and \nServicing Agreement, the 1999-A Sale and Servicing Agreement, the 1999-B Sale \nand Servicing Agreement, the 1999-C Sale and Servicing Agreement, each \ninsurance and indemnity agreement and each sale and servicing agreement \nentered into in connection with a spread account which is subject to the \nSpread Account Agreement and all other transactions anticipated by the \ndocuments executed in connection with any of the foregoing.\n\n          \"UNDERLYING TRANSACTIONS DOCUMENTS\": the agreements, contracts, \ndocuments, amendments, consents, instruments, certificates and other papers \nexecuted in connection with each Underlying Transaction.\n\n          \"UNDERLYING TRUST\": in the singular any of the AmeriCredit 1996-C \nTrust, the AmeriCredit 1996-D Trust, the AmeriCredit 1997-A Trust, the \nAmeriCredit 1997-B Trust, the AmeriCredit 1997-C Trust, the AmeriCredit \n1997-D Trust, the AmeriCredit 1998-A Trust, the AmeriCredit 1998-B Trust, the \nAmeriCredit 1998-C Trust, AmeriCredit 1998-D Trust, the AmeriCredit 1999-A \nTrust, the AmeriCredit 1999-B Trust, the AmeriCredit 1999-C Trust, and each \ntrust established in connection with a sale and servicing agreement entered \ninto in connection with a spread account which is subject to the Spread \nAccount Agreement and in the plural, all of such trusts.\n\n                                       20\n\n\n\n          \"UNDERLYING TRUSTEES\": the trustees, trust collateral agents or \ncollateral agents, in the Underlying Transactions and any other trustee \ndesignated with respect to the Underlying Transactions.\n\n          \"UNIFORM COMMERCIAL CODE\": The Uniform Commercial Code as in effect \nin each relevant jurisdiction.\n\n          \"UNITED STATES\" and \"U.S.\":  The United States of America.\n\n          \"U.S. GOVERNMENT SECURITIES\":  Securities that are direct \nobligations of, and obligations the timely payment of principal and interest \non which is fully Guaranteed by, the United States of America or any agency \nor instrumentality of the United States of America the obligations of which \nare backed by the full faith and credit of the United States of America and \nin the form of conventional bills, bonds and notes.  In no event shall U.S. \nGovernment Securities include:  (i) any security providing for the payment of \ninterest only; (ii) any Swap Transaction; or (iii) any obligation on which \nall or any portion of the payments thereunder are based, directly or \nindirectly, on any Swap Transaction.\n\n                                       21\n\n\n\n                                                                        ANNEX I\n\n                     CALCULATION OF MAXIMUM CUMULATIVE NET LOSSES\n\nCSFB CASH FLOW MODEL\n\nThe model inputs will be based on (i) collateral and bond information as for \nthe last available month for all outstanding FSA Series and (i) the \ncollateral and bond information for a Designated Series after pricing. \n\nThe following lists details the inputs and modeling assumptions to be \nincluded in the Maximum Cumulative Net Losses calculation:\n\nCOLLATERAL CHARACTERISTICS:\n\nThe weighted average coupon, weighted average original maturity, weighted \naverage remaining maturity, the total pool outstanding and the split between \nthe standard product and the preferred product will be provided by the \nBorrower. (For a new Designated Series with a pre-funding account, the \ncollateral characteristics described in the offering documents for such \nSeries will be used with respect to the full face amount of such Series for \nmodeling purposes.)\n\nSECURITIES CHARACTERISTICS\n\nThe Borrower will provide (a) the weighted average coupon on all outstanding \nnotes and certificates be calculated based on amounts outstanding as of (i) \nfor outstanding FSA Series, the last amount outstanding as of such \ncalculation date and (ii) for the new Designated Series, the amounts and \ncoupons to be in effect on the closing date of such Designated Series \n(assuming the full face amount of such Securities for modeling purposes) and \n(b) the outstanding face amount of all outstanding securities.\n\nLOSSES:\n\n50% of gross losses will occur in year one, 30% in year two and 20% in year \nthree (assuming gross losses begin in month 3).  Recoveries will be 45% and \nthey will be added into the cash flows three months after the month the gross \nlosses occurred.\n\nFEES:\n\nA servicing fee of 2.25% and a surety premium of 0.25% p.a. (or such other \npercentage as shall be applicable under the relevant Series Transaction \nDocuments) will be used, PROVIDED the surety \n\n                                       \n\n\n\npremium will be increased by 0.50% if an insurance agreement event of default \noccurs as a result of a breach of the Cumulative Default Rate test or the \nCumulative Net Loss Rate test.\n\nThe following Facility Fees with respect to RCCAs and premiums with respect \nto Spread Account Replacement Reinsurance will be assumed:\n\n          (i)  prior to an Event of Default, 4.50% on 100% of the RCCAs and\n     Spread Account Replacement Reinsurance;\n\n          (ii) after an Event of Default, (A) 4.50% on 100% of the Spread\n     Account Replacement Reinsurance and (B) [5.00% + (Alternate Base Rate (1)\n     one month LIBOR)] on 100% of the RCCAs;\n\n          (iii) if the amount on deposit in an RCCA is less than the related\n     Designated Series Borrowing, (10.00% + Alternate Base Rate) on 100% of the\n     \"RCCA Draw Total\", as labeled in the test cash flows distributed by the\n     Administrative Agent prior to the Effective Date;\n\nAll other fees provided for in the Fee Letter will be assumed.\n\nPREPAYMENTS:\n\nThe combination of voluntary and involuntary principal repayments will occur \nat a rate of 2.0 ABS.\n\nSPREAD ACCOUNT\/INSURANCE &amp; INDEMNITY TRIGGERS\n\nThe cumulative gross default and the cumulative net loss triggers, and the \nconsequences thereof, with respect to existing Underlying Transactions will \nbe those set forth on Annex II relating to Series 1997-C through 1999-C.\n\n-------------------\n(1)  Assumption will be that RCCA will be repaid only after Spread Account \nReplacement Reinsurance is fully repaid. It will also be assumed that an \nEvent of Default will occur only as a result of a breach of the Cumulative \nDefault Rate test or the Cumulative Net Loss Rate test.\n\n(2) Alternate Base Rate and one month LIBOR will be those in effect on the \ndate the model is run.\n\n                                       -2-\n\n\nCREDIT ENHANCEMENT:\n\nThe amount of deposits in the Spread Accounts, the amount of \nover-collateralization and the amount of re-insurance on each transaction \nwill be supplied by the Borrower.\n\nThe target spread account amount shall be the greater of (i) 3% of the \noutstanding pool balance and (ii) 1.5% of the original pool balance.  The \namount on deposit in an RCCA and any reinsurance policies will be calculated \nas per the RCCA Agreement.\n\nThe target overcollateralization amount shall be 10% of the outstanding pool \nbalance.\n\nThe model will be run to produce a \"breakeven\" scenario for this Facility \nsuch that the Lenders receive full principal and accrued interest and fees no \nlater than the distribution date for month 50.\n\n\n                                       -3-\n\n\n\n                                                                       ANNEX II\n\n\n\n\n             CUMULATIVE GROSS DEFAULT\/CUMULATIVE NET LOSS TRIGGERS\n\n\n\n\n                                       -4-\n\n\n                                                                      ANNEX III\n\n\n\n\n               INFORMATION ON UNDERLYING TRANSACTIONS DOCUMENTS\n\n\n\n\n                                       -5-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685,6852,7234],"corporate_contracts_industries":[9415,9416,9418],"corporate_contracts_types":[9561,9560],"class_list":["post-40946","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","corporate_contracts_companies-bankers-trust-corp","corporate_contracts_companies-credit-suisse-first-boston-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-financial__credit","corporate_contracts_industries-financial__securities","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40946","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40946"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40946"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40946"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40946"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}