{"id":41151,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-collateral-and-intercreditor-agreement-deutsche-bank.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-collateral-and-intercreditor-agreement-deutsche-bank","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/master-collateral-and-intercreditor-agreement-deutsche-bank.html","title":{"rendered":"Master Collateral and Intercreditor Agreement – Deutsche Bank Trust Co. Americas, AFS Funding Corp., AFS Sensub Corp. and AmeriCredit Financial Services Inc."},"content":{"rendered":"EXECUTION COPY\n\n================================================================================\n\n\n MASTER COLLATERAL AND INTERCREDITOR AGREEMENT\n\n among\n\n DEUTSCHE BANK TRUST COMPANY AMERICAS,\n as Revolver Collateral Agent,\n\n DEUTSCHE BANK TRUST COMPANY AMERICAS,\n as Revolver Administrative Agent,\n\n THE FACILITY REPRESENTATIVES FROM TIME TO TIME PARTY HERETO,\n\n DEUTSCHE BANK TRUST COMPANY AMERICAS,\n\n as Master Collateral Agent\n\n AFS FUNDING CORP.,\n\n and\n\n AFS SENSUB CORP.\n\n as Borrowers\n\n and\n\n AMERICREDIT FINANCIAL SERVICES, INC.,\n\n -------------------------------------\n\n Dated as of August 15, 2002\n\n -------------------------------------\n\n================================================================================\n\n\n\n\n\n MASTER COLLATERAL AND INTERCREDITOR AGREEMENT\n\n MASTER COLLATERAL AND INTERCREDITOR AGREEMENT dated as of August 15,\n2002 among DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking\norganization, as collateral agent for the lenders party to the Credit Agreement\nreferred to below (together with its successors in such capacity, the \"Revolver\nCollateral Agent\"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative\nagent for the lenders party to the Credit Agreement referred to below (together\nwith its successors in such capacity, the \"Revolver Administrative Agent\"), the\nfinancial institutions from time to time party hereto as Facility\nRepresentatives (as defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New\nYork banking organization (including any successor thereto, the \"Master\nCollateral Agent\"), AFS FUNDING CORP., a Nevada corporation (\"AFS Funding\") and\nAFS SENSUB CORP., a Nevada corporation (together with AFS Funding, each, a\n\"Borrower\" and collectively, the \"Borrowers\"), and AMERICREDIT FINANCIAL\nSERVICES, INC., a Delaware corporation (\"ACFS\").\n\n W I T N E S S E T H :\n\n WHEREAS, the Borrowers have sold and contemplate selling, from time to\ntime, pools of receivables to various trusts which have issued or may issue\nvarious series of notes or certificates (each a \"Series\") which will be repaid\nfrom the proceeds of, or represent an interest in, such pools of receivables;\n\n WHEREAS, the Borrowers have entered into a Credit Agreement, dated as\nof August 15, 2002 (as from time to time amended, supplemented or otherwise\nmodified, the \"Revolving Credit Agreement\"), with certain financial institutions\nand commercial paper conduits as lenders and agents, the Revolver Administrative\nAgent, and the Revolver Collateral Agent;\n\n WHEREAS, the revolving line of credit to the Borrowers under the Credit\nAgreement will be secured by certain securities of various Series rated at least\nBa2 by Moody's and BB by S&P ;\n\n WHEREAS, the Borrowers wish to provide additional collateral for the\nobligations outstanding under the Revolving Credit Agreement pursuant to the\nterms hereof;\n\n WHEREAS, from time to time, with respect to Series to be issued in the\nfuture, the Borrowers intend to enter into agreements with certain parties to\nprovide credit enhancement for such Series in the form of reinsurance, cash\ncollateral account loans, letters of credit or other means;\n\n WHEREAS, the Borrowers may wish to provide additional collateral to the\nproviders of such credit enhancement pursuant to the terms hereof;\n\n WHEREAS, the lenders under the Revolving Credit Agreement and such\ncredit enhancement providers wish to have pari passu interests in the collateral\npledged and assigned\n\n\n\nhereunder to the extent set forth herein;\n\n WHEREAS, the Borrowers may from time to time issue promissory notes\nsecured, on a subordinated basis to the extent set forth herein, by the\ncollateral pledged and assigned herein;\n\n WHEREAS, ACFS or an Affiliate of ACFS will service each Series.\n\n NOW, THEREFORE, ACFS, the Borrowers, the Master Collateral Agent, the\nRevolver Administrative Agent, the other Facility Representatives and the\nRevolver Collateral Agent, intending to be legally bound, hereby agree as\nfollows:\n\n Section 1 Definitions. For all purposes of this Agreement, the\nfollowing terms shall have the meanings set forth below and the following terms\nwhich are defined in the Uniform Commercial Code in effect in the State of New\nYork from time to time are used herein as so defined: Accounts, Chattel Paper,\nDocuments, Equipment, Goods, General Intangibles, Instruments, Investment\nProperty and Proceeds.\n\n \"ACFS\" has the meaning specified in the Preamble.\n\n \"Account Collateral\" has the meaning set forth in Section 3.\n\n \"Adverse Claim\" has the meaning set forth in Section\n8-102(a)(1) of Article 8.\n\n \"AFS Funding\" has the meaning specified in the Preamble.\n\n \"AFSFT Class A Certificate\" means the Class A Certificate\nissued pursuant to the AFSFT Trust Agreement.\n\n \"AFSFT Class A Certificate Collateral\" has the meaning\nspecified in Section 3.\n\n \"AFSFT Trust Agreement\" means the Second Amended and Restated\nTrust Agreement, dated as of August 15, 2002, between AFS Funding and Deutsche\nBank Trust Company Delaware as successor in interest to Bankers Trust\n(Delaware), as Owner Trustee, as amended, supplemented or otherwise modified\nfrom time to time.\n\n \"Agreement\" means this Master Collateral and Intercreditor\nAgreement, as it may be amended, supplemented or otherwise modified from time to\ntime.\n\n \"Article 8\" means UCC, Revised Article 8, Investment\nSecurities (with conforming and miscellaneous amendments to Articles 1, 3, 4, 5,\n9 and 10), 1994 Official Text, as adopted by the American Law Institute and the\nNational Conference of Commissioners on Uniform State Laws. Unless the context\nrequires otherwise, \"Article 8\" means such version in the form in which it is\nadopted in the applicable jurisdiction.\n\n \"Available Funds\" has the meaning specified in Section 6.\n\n -2-\n\n\n\n \"Borrowers\" has the meaning specified in the Preamble.\n\n \"Borrower Agreements\" has the meaning set forth in Section 4.\n\n \"Capped Expenses\" means, at any time, fees, costs and expenses\ndue at such time (if any) to the Master Collateral Agent hereunder not in excess\nof $7,500 with respect to any Distribution Date.\n\n \"Certificated Security\" has the meaning set forth in Section\n8-102(a)(4) of Article 8.\n\n \"Clearing Corporation\" has the meaning set forth in Section\n8-102(a)(5) of Article 8.\n\n \"Clearing Corporation Security\" means a \"Security\" (as defined\nin Section 8-102(a)(15) of Article 8) that is in the physical possession of, or\nregistered in the name of, a Clearing Corporation or its nominee.\n\n \"Collateral\" has the meaning set forth in Section 3.\n\n \"Collateral Account\" has the meaning set forth in Section 7.\n\n \"Collection Action\" means: (a) to demand, sue for, take or\nreceive from or on behalf of the Borrowers (or either of them) or any guarantor\nof the Junior Debt, by set-off or in any other manner, the whole or any part of\nany moneys which may now or hereafter be owing by the Borrowers (or either of\nthem) or any such guarantor with respect to the Junior Debt, provided, however,\nthat the Junior Creditors may take and receive all payments permitted to be made\npursuant to Section 6 of this Agreement; (b) to initiate or participate with\nothers in any suit, action or proceeding against the Borrowers or any such\nguarantor to (i) enforce payment of or to collect the whole or any part of the\nJunior Debt or (ii) commence judicial enforcement of any of the rights and\nremedies under any of the Junior Facility Agreements or applicable law with\nrespect to any of the Junior Debt; (c) to accelerate any Junior Debt; (d) to\ncause the Borrowers (or either of them) or any such guarantor to honor any\npurchase, redemption or mandatory prepayment obligation under any Junior\nFacility Agreement; or (e) to take any action to realize upon any of the\nproperty or assets of the Borrowers (or either of them) or such guarantor or to\nexercise any other right or remedy with respect to thereto.\n\n \"Control\": with respect to any Federal Book Entry Security,\nthe Master Collateral Agent shall have obtained control if:\n\n (i) the Master Collateral Agent is a participant in the book\n entry system maintained by the Federal Reserve Bank that is acting as\n fiscal agent for the issuer of such Federal Book Entry Security, and\n such Federal Reserve Bank has indicated by book entry that such Federal\n Book Entry Security has been credited to the Master Collateral\n\n -3-\n\n\n\n Agent's securities account in such book entry system; or\n\n (ii) the Master Collateral Agent is registered solely in its\n name on the records of a Securities Intermediary as the person having a\n Security Entitlement in respect of such Federal Book Entry Security\n against such Securities Intermediary; and (b) the Securities\n Intermediary is a participant in the book entry system maintained by\n the Federal Reserve Bank that is acting as fiscal agent for the issuer\n of such Federal Book Entry Security; and (c) such Federal Reserve Bank\n has indicated by book entry that such Federal Book Entry Security has\n been credited to the Securities Intermediary's securities account in\n such book entry system.\n\n \"Default\" has the meaning set forth in Section 5.\n\n \"Delivery\": when used with respect to Account Collateral,\n \"Delivery\" means:\n\n (i) with respect to Physical Property, transfer thereof to\n the Master Collateral Agent or its nominee or custodian by physical\n delivery to the Master Collateral Agent or its nominee or custodian\n endorsed to, or registered in the name of, the Master Collateral Agent\n or its nominee or custodian or endorsed in blank;\n\n (ii) with respect to a Certificated Security, transfer of\n such Certificated Security to the Master Collateral Agent or its\n nominee or custodian by physical delivery to the Master Collateral\n Agent or its nominee or custodian, endorsed to, or registered in the\n name of, the Master Collateral Agent or its nominee or custodian or\n endorsed in blank; and\n\n (iii) with respect to any such Account Collateral that\n constitutes an Uncertificated Security (including any investments in\n money market mutual funds, but excluding any Federal Book Entry\n Security), (A) registration of the Master Collateral Agent as the\n registered owner by the issuer, or (B) satisfaction of the requirements\n for obtaining \"control\" pursuant to Section 8-106(c)(2) of Article 8.\n\n \"Designated FSA Series\" means Series 1998-D, Series 1999-A,\nSeries 1999-B, Series 1999-C, Series 1999-D, Series 2000-A, Series 2000-B,\nSeries 2000-C, Series 2000-D, Series 2001-A, Series 2001-B, Series 2001-C,\nSeries 2001-D, Series 2002-A, and Series 2002-B, and each FSA Series as to which\nthe conditions set forth below have been satisfied:\n\n (i) the original certificate of beneficial interest in the\n Underlying Trust for such Series is in the possession of AFS Funding\n Trust and is registered in the name of AFS Funding Trust, and the\n Master Collateral Agent shall have received a certificate of ACFS\n stating that AFS Funding Trust has received and has possession of such\n certificate, and there shall be no other security interests or Liens on\n such certificate;\n\n (ii) ACFS shall have delivered a certificate to the Master\nCollateral Agent (with a\n\n -4-\n\n\n\n copy to each Agent) certifying that each of the relevant Series\n Transaction Documents is in full force and effect, no party to any such\n document is in default of its obligations thereunder, there is\n otherwise no default, event which with the passage of time or the\n giving of notice or both would constitute a default, servicer default,\n event which with the passage of time or the giving of notice or both\n would constitute a servicer default, trigger event or like occurrence\n in the Underlying Transactions, and all of the representations and\n warranties of the Borrowers set forth in such Series Transaction\n Documents are true and correct;\n\n (iii) The Master Collateral Agent shall have received a\n certificate of the Borrowers or ACFS stating that ACFS is the servicer\n for such Series;\n\n (iv) At least four Business Days prior to the date the cash\n flows from such Series will initially be included in the calculation of\n the Senior Borrowing Base, ACFS shall have provided to the Master\n Collateral Agent (with a copy to each Facility Representative and\n Agent) a certificate certifying the information with respect to such\n Series described on Annex 1;\n\n (v) The Master Collateral Agent shall have received an\n irrevocable letter of direction from AFS Funding and AFS Funding Trust\n to the trustee party to the related supplement to the Spread Account\n Agreement instructing such trustee to pay all amounts otherwise payable\n to AFS Funding or AFS Funding Trust to the Master Collateral Agent,\n which letter shall have been acknowledged and agreed to by such\n trustee;\n\n (vi) The Master Collateral Agent shall have received\n certified copies of requests for information or copies (or a similar\n search report certified by a party acceptable to the Master Collateral\n Agent), dated a date reasonably near to the date on which the cash\n flows from such Series will initially be included in the calculation of\n the Senior Borrowing Base, listing all effective financing statements\n which name the Borrowers or AFS Funding Trust (in any case, under its\n present name and any previous name) as debtor and which are filed in\n the State of Delaware, the State of Nevada or the State of Texas,\n together with copies of such financing statements (none of which, other\n than financing statements naming the collateral agent specified in the\n Spread Account Agreement shall cover any of the Collateral);\n\n (vii) The Master Collateral Agent shall have received an\n opinion of counsel to the Borrowers with respect to the creation,\n perfection and priority of the security interest in the beneficial\n interest in the Underlying Trust; and\n\n (viii) The Master Collateral Agent shall have received such\n other documents, instruments, opinions, certificates as the Master\n Collateral Agent may reasonably deem necessary or desirable.\n\n -5-\n\n\n\n \"Designated Non-FSA Series\" means the Series 2000-1, Series\n2001-1, and Series 2002-1 and each Series as to which the conditions set forth\nbelow have been satisfied:\n\n (i) the original certificate of beneficial interest in the\n Underlying Trust for such Series is in the possession of the Master\n Collateral Agent and is registered in the name of the Master Collateral\n Agent or accompanied by an instrument of transfer satisfactory to the\n Master Collateral Agent executed in blank, or, if uncertificated, all\n action required to perfect the security interest of the Master\n Collateral Agent therein has been completed to the satisfaction of the\n Master Collateral Agent, and the Master Collateral Agent shall have\n received a certificate of ACFS stating that the Master Collateral Agent\n has possession of such certificate and a perfected security interest in\n such certificate, and there shall be no other security interests or\n Liens on such certificate;\n\n (ii) ACFS shall have delivered a certificate to the Master\n Collateral Agent certifying that each of the related Series Transaction\n Documents is in full force and effect, no party to any such document is\n in default of its obligations thereunder, there is no default, event\n which with the passage of time or the giving of notice or both would\n constitute a default, servicer default, event which with the passage of\n time or the giving of notice or both would constitute a servicer\n default, trigger event or like occurrence in the Underlying\n Transactions, and all of the representations and warranties of the\n Borrowers set forth in such Series Transaction Documents are true and\n correct;\n\n (iii) The Master Collateral Agent shall have received a\n certificate of the Borrowers or ACFS stating that ACFS is the servicer\n for such Series;\n\n (iv) At least four Business Days prior to the date the cash\n flows from such Series will initially be included in the calculation of\n the Senior Borrowing Base, ACFS shall have provided to the Master\n Collateral Agent (with a copy to each Facility Representative) a\n certificate certifying the information with respect to such Series\n described on Annex 1;\n\n (v) The Master Collateral Agent shall have received\n certified copies of requests for information or copies (or a similar\n search report certified by a party acceptable to the Master Collateral\n Agent), dated a date reasonably near to the date on which the cash\n flows from such Series will initially be included in the calculation of\n the Senior Borrowing Base, listing all effective financing statements\n which name the Borrowers or AFS Funding Trust (in any case, under its\n present name and any previous name) as debtor and which are filed in\n the State of Delaware, the State of Nevada or the State of Texas,\n together with copies of such financing statements;\n\n (vi) The Master Collateral Agent shall have received an\n opinion of counsel to the Borrowers with respect to the creation,\n perfection and priority of the security interest in the beneficial\n interest in the Underlying Trust;\n\n -6-\n\n\n\n (vii) The Master Collateral Agent shall have received an\n irrevocable letter of direction from the Borrowers to the trustee party\n to the related sale and servicing agreement instructing such trustee to\n pay all amounts otherwise payable to the Borrowers to the Master\n Collateral Agent, which letter shall have been acknowledged and agreed\n to by such trustee; and\n\n (viii) The Master Collateral Agent shall have received such\n other documents, instruments, opinions, certificates as the Master\n Collateral Agent may reasonably deem necessary or desirable.\n\n \"Designated Term Series\" means each Designated FSA Series and\neach Designated Non-FSA Series.\n\n \"Determination Date\" means, with respect to any Distribution\nDate, the fourth Business Day preceding such Distribution Date.\n\n \"Distribution Date\": The 12th day of each calendar month,\nor, if such day is not a Business Day, the immediately following Business Day.\n\n \"Eligible Account\" means (i) a segregated trust account\nmaintained with the Master Collateral Agent or (ii) a segregated trust account\nmaintained with a depository institution or trust company organized under the\nlaws of the United States of America, or any of the States thereof, or the\nDistrict of Columbia, having a certificate of deposit, short term deposit or\ncommercial paper rating of at least A-1 by Standard & Poor's and P-1 by Moody's.\nExcept in the event of a transfer pursuant to Section 7(a) of the Revolver\nSecurity Agreement, such depository institution or trust company shall have been\napproved by written notice from ACFS.\n\n \"Entitlement Order\" has the meaning set forth in Section\n8-102(a)(8) of Article 8.\n\n \"Event of Default\" has the meaning set forth in Section 25.\n\n \"Facility Representatives\" means the Senior Facility\nRepresentatives and Junior Facility Representatives.\n\n \"Federal Book Entry Security\" means an obligation (i) issued\nby the U.S. Treasury, the Federal Home Loan Mortgage Corporation or the Federal\nNational Mortgage Association, or any other direct obligation of, or obligation\nfully guaranteed as to timely payment or principal and interest by, the United\nStates of America, that is a book-entry security held through the Federal\nReserve System pursuant to Federal book entry regulations, and (ii) the\nperfection of a security interest in which is governed pursuant to federal\nregulations by Article 8.\n\n \"Final FSA Insurance Termination Date\" means the last to occur\nof the FSA Insurance Termination Dates.\n\n -7-\n\n\n\n \"Financial Asset\" has the meaning set forth in Section\n8-102(a)(9) of Article 8.\n\n \"FSA\" means Financial Security Assurance Inc., a New York\nstock insurance company.\n\n \"FSA Insurance Termination Date\" means, when used in the\nsingular, any of, and when used in the plural, all of, the termination date of\nthe 1998-D Insurance and Indemnity Agreement, the 1999-A Insurance and Indemnity\nAgreement, the 1999-B Insurance and Indemnity Agreement, the 1999-C Insurance\nand Indemnity Agreement, 1999-D Insurance and Indemnity Agreement, the 2000-A\nInsurance and Indemnity Agreement, the 2000-B Insurance and Indemnity Agreement,\nthe 2000-C Insurance and Indemnity Agreement, the 2000-D Insurance and Indemnity\nAgreement, the 2001-A Insurance and Indemnity Agreement, the 2001-B Insurance\nand Indemnity Agreement, the 2001-C Insurance and Indemnity Agreement, the\n2001-D Insurance and Indemnity Agreement, the 2002-A Insurance and Indemnity\nAgreement, and the 2002-B Insurance and Indemnity Agreement, and the termination\ndate of each other insurance and indemnity agreement entered into in connection\nwith a Series the spread account of which is subject to the Spread Account\nAgreement.\n\n \"FSA Series\" means, at any particular time, all Series with\nrespect to which FSA has issued an insurance policy and with respect to which\nthe spread accounts are subject to the Spread Account Agreement.\n\n \"Initial Advance Date\" has the meaning set forth in Section\n14.\n\n \"Instruments\" has the meaning set forth in Section 9-105(l)(i)\nof Article 8.\n\n \"Investment Property\" has the meaning set forth in Section\n9-115(1)(f) of Article 8.\n\n \"Joinder Supplement\" means an agreement among one or more\nSenior Facility Representatives or Junior Facility Representatives, the\nBorrowers, ACFS and the Master Collateral Agent in the form of Exhibit A hereto\n(appropriately completed).\n\n \"Junior Creditors\" means any holder of any Junior Debt.\n\n \"Junior Debt\" means all of the liabilities and obligations of\nany of the Borrowers evidenced by the Junior Facility Agreements and any other\ninstrument, agreement or document relating to or entered into in connection with\nany of the foregoing, and all other amounts now or hereafter owed by any of the\nBorrowers to the Junior Creditors under any of the Junior Facility Agreements.\n\n \"Junior Default\" means a default in the payment of any of the\nJunior Debt or in the performance of any term, covenant or condition contained\nin the Junior Facility Agreements\n\n -8-\n\n\n\nor any other occurrence permitting any Junior Creditors to accelerate the\npayment of all or any portion of the Junior Debt.\n\n \"Junior Default Notice\" means a written notice from a Junior\nFacility Representative to the Master Collateral Agent pursuant to which the\nMaster Collateral Agent is notified of the occurrence of a Junior Default, which\nnotice shall reasonably identify such Junior Default.\n\n \"Junior Facility Aggregate Amount\" means, with respect to any\ndate, the sum of the Junior Facility Outstanding Amounts with respect to each\nJunior Facility Agreement on such date.\n\n \"Junior Facility Agreement\" means each loan agreement,\nindenture, note, letter of credit reimbursement agreement, reinsurance\nagreement, cash collateral loan agreement or other agreement identified from\ntime to time by any Borrower as such and qualifying as such pursuant to the\nterms of Section 15 hereof.\n\n \"Junior Facility Outstanding Amount\" means, with respect to a\nJunior Facility Agreement and any date, the outstanding principal amount of any\nBorrower's repayment or reimbursement obligations under such Junior Facility\nAgreement on such date.\n\n \"Junior Facility Representative\" means, with respect to any\nJunior Facility Agreement, the party identified as such in the Joinder\nSupplement executed pursuant to Section 15 in connection with Junior Facility\nAgreement qualifying as such hereunder.\n\n \"Lien\" means, with respect to any asset, any mortgage, pledge,\nhypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or\nother), preference, priority, security agreement or preferential arrangement of\nany kind or nature whatsoever (including any conditional sale or other title\nretention agreement relating to such asset).\n\n \"Master Collateral Agent\" has the meaning specified in the\nPreamble.\n\n \"MCA Servicer's Certificate\" has the meaning specified in\nSection 6.\n\n \"Obligations\" means all obligations (monetary or otherwise) of\nthe Borrowers to (a) the Master Collateral Agent, the Revolver Collateral Agent,\nthe Revolver Administrative Agent, and the lenders and agents parties to the\nRevolving Credit Agreement, (b) the parties providing loans or credit\nenhancement under the other Senior Facility Agreements and (c) the parties\nproviding loans or credit facilities under the Junior Facility Agreements.\n\n \"Permitted Lien\" means, with respect to any Person, (i) any\nLien for taxes, assessments or other governmental charges or levies not yet\nsubject to penalties for non-payment or the validity, applicability or amount of\nwhich is being contested in good faith by appropriate legal proceedings and with\nrespect to which adequate reserves in accordance with generally\n\n -9-\n\n\n\naccepted accounting principles have been established by such Person; (ii) any\nLien 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 generally accepted accounting principles have been\nestablished by such Person; and (iii) judgment Liens in existence less than five\ndays after the entry thereof or with respect to which execution has been stayed,\nso long as the aggregate amount of all such judgment Liens at any time does not\nexceed $100,000, or judgment Liens the payment of which is covered in full\n(subject to a customary deductible) by insurance.\n\n \"Physical Property\" means personal property constituting\nInstruments, including bankers' acceptances, commercial paper, negotiable\ncertificates of deposit and other obligations that are susceptible of physical\ndelivery.\n\n \"Proceeding\" means any voluntary or involuntary insolvency,\nbankruptcy, receivership, custodianship, liquidation, dissolution,\nreorganization, assignment for the benefit of creditors, appointment of a\ncustodian, receiver, trustee or other officer with similar powers or any other\nproceeding for the liquidation, dissolution or other winding up of a person or\nentity.\n\n \"Reorganization Subordinated Securities\" means any equity\nsecurities, notes or other debt securities issued pursuant to a plan of\nreorganization or restructuring in any Proceeding in substitution for all or any\nportion of the Junior Debt.\n\n \"Required Facility Representatives\" means, on any date, (a) so\nlong as any amount is outstanding under any Senior Facility Agreement or any\ncommitment under any Senior Facility Agreement is in effect, the Required Senior\nFacility Representatives and (b) thereafter, the Required Junior Facility\nRepresentatives.\n\n \"Required Junior Facility Representatives\" means, on any date,\nJunior Facility Representatives with respect to Junior Facility Agreements\nrepresenting Junior Facility Outstanding Amounts in excess of 50% of the Junior\nFacility Aggregate Amount on such date.\n\n \"Required Senior Facility Representatives\" means, on any date,\n(i) with respect to declaring Events of Default and\/or exercising remedies with\nrespect thereto, (A) if a Senior Borrowing Base Deficiency exists, Senior\nFacility Representatives with respect to Senior Facilities Agreements\nrepresenting Senior Facility Notional Amounts in excess of 66-2\/3% of the Senior\nFacility Aggregate Amount on such date or (B) if no Senior Borrowing Base\nDeficiency exists, all Senior Facility Representatives and (ii) with respect to\nall other matters, Senior Facility Representatives with respect to Senior\nFacility Agreements representing Senior Facility Notional Amounts in excess of\n50% of the Senior Facility Aggregate Amount on such date.\n\n \"Residual Interests\" means, collectively, the Series 2000-1\nResidual Interest, the Series 2001-1 Residual Interest, the Series 2002-1\nResidual Interest, and the certificates of beneficial interest in each\nUnderlying Trust with respect to each Designated Non-FSA Series.\n\n -10\n\n\n\n \"Revolver Administrative Agent\" has the meaning specified in\nthe Preamble.\n\n \"Revolver Collateral Agent\" has the meaning specified in the\nPreamble.\n\n \"Revolver Collateral\" means the property of the Borrowers in\nwhich a security interest has been granted by the Borrowers pursuant to the\nterms of the Revolver Security and Collateral Agent Agreement, dated as of the\ndate hereof, among the Borrowers, ACFS, the Revolver Collateral Agent and the\nRevolver Administrative Agent, as the same may from time to time be amended,\nsupplemented or otherwise modified.\n\n \"Revolver Excess Spread\" means any amounts received by the\nMaster Collateral Agent from the Revolver Collateral Agent pursuant to Section\n6(vi) of the Revolver Security Agreement.\n\n \"Revolver Security Agreement\": the Revolver Security and\nCollateral Agent Agreement, dated as of the date hereof, among the Borrowers,\nACFS, the Revolver Collateral Agent and the Revolver Administrative Agent, as\nthe same may be amended, supplemented or otherwise modified from time to time.\n\n \"Revolving Credit Agreement\" has the meaning set forth in the\nrecitals.\n\n \"Secured Parties\" means, collectively, (a) the Master\nCollateral Agent, the Revolver Collateral Agent, the Revolver Administrative\nAgent, and the lenders and agents parties to the Revolving Credit Agreement, (b)\nthe parties providing loans or credit enhancement under the other Senior\nFacility Agreements and (c) the parties providing loans or credit facilities\nunder the Junior Facility Agreements, and their respective successors and\nassigns, as their interests may appear.\n\n \"Securities Account\" has the meaning set forth in Section\n8-501(a) of Article 8.\n\n \"Security Entitlement\" has the meaning set forth in Section\n8-102(a)(17) of Article 8.\n\n \"Securities Intermediary\" has the meaning set forth in Section\n8-102(a)(14) of Article 8.\n\n \"Senior Borrowing Base\" means, at any time, the amount\ndetermined by ACFS and confirmed by the Master Collateral Agent with respect to\nall Designated Term Series pursuant to the cash flow model described in Annex 1.\n\n \"Senior Borrowing Base Certificate\" has the meaning set forth\nin Section 5(g).\n\n \"Senior Borrowing Base Deficiency\" means, at any time, the\nSenior Facility Aggregate Amount exceeds the Senior Borrowing Base at such time\nand such condition has\n\n -11-\n\n\n\nexisted (x) if such condition is the result, in whole or in part, of a change by\nS&P in the \"Modeling Assumptions\" used pursuant to Annex 1 to calculate the\nSenior Borrowing Base, on two consecutive Distribution Dates or (y) otherwise,\nfor five Business Days.\n\n \"Senior Borrowing Base Interim Deficiency\" means, at any time,\nthe Senior Facility Aggregate Amount exceeds the Senior Borrowing Base at such\ntime and such condition has not existed on two consecutive Distribution Dates.\n\n \"Senior Creditors\" means any holder of any Senior Debt.\n\n \"Senior Debt\" means all of the liabilities and obligations of\nany Borrower evidenced by the Senior Facility Agreements and any notes issued\nthereunder and any other instrument, agreement or document relating to or\nentered into in connection with any of the foregoing, and all other amounts now\nor hereafter owed by any Borrower to the Senior Creditors under any of the\nSenior Facility Agreements.\n\n \"Senior Default\" means a default in the payment of any of the\nSenior Debt or in the performance of any term, covenant or condition contained\nin the Senior Facility Agreements or any other occurrence permitting any Senior\nCreditors to accelerate the payment of all or any portion of the Senior Debt.\n\n \"Senior Default Notice\" means a written notice from a Senior\nFacility Representative to the Master Collateral Agent pursuant to which the\nMaster Collateral Agent is notified of the occurrence of a Senior Default, which\nnotice shall reasonably identify such Senior Default.\n\n \"Senior Excluded Collateral\" means the property of any\nBorrower in which a security interest has been granted by such Borrower pursuant\nto the terms of the Senior Facility Agreements to secure amounts due under such\nAgreements.\n\n \"Senior Facility Aggregate Amount\" means, with respect to any\ndate, the sum of the Senior Facility Notional Amounts with respect to each\nSenior Facility Agreement on such date.\n\n \"Senior Facility Agreement\" means each of the Revolving Credit\nAgreement and related notes and each other note, loan agreement, letter of\ncredit reimbursement agreement, reinsurance agreement, cash collateral loan\nagreement or other agreement identified from time to time by the Borrowers as\nsuch and qualifying as such pursuant to the terms of Section 13 hereof.\n\n \"Senior Facility Allocated Amount\" means, with respect to a\nSenior Facility Agreement and any Distribution Date, the product of (a) the\nAvailable Funds for such Distribution Date and (b) the Senior Facility\nAllocation Percentage with respect to such Senior Facility Agreement on such\ndate.\n\n -12-\n\n\n\n \"Senior Facility Allocation Percentage\" means, with respect to\na Senior Facility Agreement and any Distribution Date, the percentage equivalent\nof a fraction, the numerator of which is the Senior Facility Notional Amount\nwith respect to such Senior Facility Agreement for such Distribution Date and\nthe denominator of which is the total of the Senior Facility Notional Amounts\nwith respect to all Senior Facility Agreements on such Distribution Date.\n\n \"Senior Facility Excess Spread\" means, on any Distribution\nDate with respect to a Senior Facility Agreement, any cash flows from underlying\ncollateral in excess of all amounts required to be paid to the Senior Creditors\nparty to such agreement on such date.\n\n \"Senior Facility Notional Amount\" means, with respect to a\nSenior Facility Agreement and any Distribution Date, the amount specified as\nsuch in such Senior Facility Agreement with respect to such date, provided,\nhowever, that the Senior Facility Notional Amount with respect to any Senior\nFacility Agreement may only be increased in accordance with the provisions of\nSection 14.\n\n \"Senior Facility Representative\" means (a) with respect to the\nRevolving Credit Agreement, (i) with respect to distributions of amounts\npursuant to clauses (ii), (iii) and (iv) of Section 6, the Lender Collateral\nAgent and (ii) in all other cases, collectively, the Required Lenders (as\ndefined in the Revolving Credit Agreement) and (b) with respect to any other\nSenior Facility Agreement, the party identified as such in the Joinder\nSupplement executed pursuant to Section 13 in connection with Senior Facility\nAgreement qualifying as such hereunder.\n\n \"Senior Facility Required Amount\" means, with respect to a\nSenior Facility Agreement and any Distribution Date, the aggregate amount due to\nthe Secured Parties under such Senior Facility Agreement on such Distribution\nDate less the amount of funds available pursuant to the terms of such Senior\nFacility Agreement to pay such amount on such date.\n\n \"Senior Facility Shortfall Amount\" means, with respect to a\nSenior Facility Agreement and any Distribution Date, the excess, if any, of the\nSenior Facility Required Amount with respect to such Senior Facility Agreement\non such Distribution Date over the Senior Facility Allocated Amount with respect\nto such Senior Facility Agreement on such Distribution Date.\n\n \"Series\" has the meaning set forth in the recitals.\n\n \"Series Transaction Documents\" means, with respect to any\nSeries, the pooling and servicing agreement (or equivalent document by any other\nname), sale and servicing agreement, indenture, insurance and indemnity\nagreement, if any, notes, certificates of beneficial interest, trust agreements,\ntransfer agreements, contribution agreements, and, if such Series is an FSA\nSeries, the related supplement to the Spread Account Agreement and, if such\nSeries is not an FSA Series, any related credit enhancement documents.\n\n -13-\n\n\n\n \"Series 2000-1 Residual Interest\" means the certificate of\nbeneficial interest in the AmeriCredit Automobile Receivables Trust 2000-1 and\nall rights to payment with respect thereto and all proceeds thereof.\n\n \"Series 2001-1 Residual Interest\" means the certificate of\nbeneficial interest in the AmeriCredit Automobile Receivables Trust 2001-1 and\nall rights to payment with respect thereto and all proceeds thereof.\n\n \"Series 2002-1 Residual Interest\" means the certificate of\nbeneficial interest in the AmeriCredit Automobile Receivables Trust 2002-1 and\nall rights to payment with respect thereto and all proceeds thereof.\n\n \"Spread Account Agreement\": That certain Spread Account\nAgreement, dated as of December 1, 1994, as amended and restated as of May 11,\n1998, among AFS Funding, FSA, Lasalle National Bank, Harris Trust and Savings\nBank and Bank One, N.A., as amended, restated, modified or supplemented from\ntime to time.\n\n \"UCC\" means the Uniform Commercial Code as in effect in each\nrelevant jurisdiction.\n\n \"Uncertificated Security\" has the meaning set forth in Section\n8-102(a)(18) of Article 8.\n\n \"Underlying Transactions\" means, when used in the singular,\nany of, and when used in the plural, all of, the transactions contemplated by\neach of 1998-D Insurance and Indemnity Agreement, the 1999-A Insurance and\nIndemnity Agreement, the 1999-B Insurance and Indemnity Agreement, the 1999-C\nInsurance and Indemnity Agreement, the 1999-D Insurance and Indemnity Agreement,\nthe 2000-A Insurance and Indemnity Agreement, the 2000-B Insurance and Indemnity\nAgreement, the 2000-C Insurance and Indemnity Agreement, the 2000-D Insurance\nand Indemnity Agreement, the 2001-A Insurance and Indemnity Agreement, the\n2001-B Insurance and Indemnity Agreement, the 2001-C Insurance and Indemnity\nAgreement, the 2001-D Insurance and Indemnity Agreement, the 2002-A Insurance\nand Indemnity Agreement, the 2002-B Insurance and Indemnity Agreement, the\n1998-D Sale and Servicing Agreement, the 1999-A Sale and Servicing Agreement,\nthe 1999-B Sale and Servicing Agreement, the 1999-C Sale and Servicing\nAgreement, the 1999-D Sale and Servicing Agreement, the 2000-1 Sale and\nServicing Agreement, the 2000-A Sale and Servicing Agreement, the 2000-B Sale\nand Servicing Agreement, the 2000-C Sale and Servicing Agreement, the 2000-D\nSale and Servicing Agreement, the 2001-1 Sale and Servicing Agreement, the\n2001-A Sale and Servicing Agreement, the 2001-B Sale and Servicing Agreement,\nthe 2001-C Sale and Servicing Agreement, the 2001-D Sale and Servicing\nAgreement, the 2002-A Sale and Servicing Agreement, the 2002-1 Sale and\nServicing Agreement, the 2002-B Sale and Servicing Agreement, each insurance and\nindemnity agreement and each sale and servicing agreement entered into in\nconnection with a Designated Term Series\n\n -14-\n\n\n\nand all other transactions anticipated by the documents executed in connection\nwith any of the foregoing.\n\n \"Underlying Trust\" means, in the singular any of the\nAmeriCredit Automobile Receivables Trust 1998-D, the AmeriCredit Automobile\nReceivables Trust 1999-A, the AmeriCredit Automobile Receivables Trust 1999-B,\nthe AmeriCredit Automobile Receivables Trust 1999-C, the AmeriCredit Automobile\nReceivables Trust 1999-D, the AmeriCredit Automobile Receivables Trust 2000-1,\nthe AmeriCredit Automobile Receivables Trust 2000-A, the AmeriCredit Automobile\nReceivables Trust 2000-B, the AmeriCredit Automobile Receivables Trust 2000-C,\nthe AmeriCredit Automobile Receivables Trust 2000-D, the AmeriCredit Automobile\nReceivables Trust 2001-1, the AmeriCredit Automobile Receivables Trust 2001-A,\nthe AmeriCredit Automobile Receivables Trust 2001-B, the AmeriCredit Automobile\nReceivables Trust 2001-C, the AmeriCredit Automobile Receivables Trust 2001-D,\nthe AmeriCredit Automobile Receivables Trust 2002-A, the AmeriCredit Automobile\nReceivables Trust 2002-1, the AmeriCredit Automobile Receivables Trust 2002-B,\nand each trust established in connection with a Designated Term Series and in\nthe plural, all of such trusts.\n\n \"Underlying Trustees\": in the singular, the trustees, trust\ncollateral agents or collateral agents in the Underlying Transactions and any\nother trustee designated with respect to the Underlying Transactions.\n\n Section 2 Appointment of Master Collateral Agent. The Secured\nParties party to the Revolving Credit Agreement have authorized the appointment\nof Deutsche Bank Trust Company Americas as Master Collateral Agent hereunder and\nsubject to the terms and conditions hereof. Subject to the terms and conditions\nhereof, each other Facility Representative, by its execution of a Joinder\nSupplement, hereby appoints Deutsche Bank Trust Company Americas as Master\nCollateral Agent hereunder, and Deutsche Bank Trust Company Americas hereby\naccepts such appointment.\n\n Section 3 Borrowers' Grant of Security Interest. As security\nfor the prompt payment or performance in full when due, whether at stated\nmaturity, by acceleration or otherwise, of all Obligations and of all amounts\nsecured by this Agreement, the Borrowers hereby assign and pledge to the Master\nCollateral Agent, for the benefit of the Secured Parties, and grant to the\nMaster Collateral Agent, for the benefit of the Secured Parties, a perfected\nsecurity interest in and lien upon, all of the Borrowers' right, title and\ninterest in and to the following, in each case whether now or hereafter existing\nor in which Borrowers now have or hereafter acquire an interest and wherever the\nsame may be located (collectively, the \"Collateral\"):\n\n (a) the beneficial interest in AFS Funding Trust represented\n by the AFSFT Class A Certificate;\n\n -15-\n\n\n\n (b) all rights of AFS Funding to profits, distributions and\n proceeds from the beneficial interest described in (a)\n (together with the beneficial interest described in (a),\n the \"AFSFT Class A Certificate Collateral\");\n\n (c) the Series 2000-1 Residual Interest, the Series 2001-1\n Residual Interest, the Series 2002-1 Residual Interest,\n and each other Residual Interest that may from time to\n time hereafter be granted and pledged by the Borrowers\n under this Agreement;\n\n (d) all of the following (the \"Account Collateral\"):\n\n (1) the Collateral Account and all funds held in\n the Collateral Account and all certificates and\n instruments, if any, from time to time representing or\n evidencing the Collateral Account or such funds,\n\n (2) all investments from time to time of amounts\n in the Collateral Account, and all certificates and\n instruments, if any, from time to time representing or\n evidencing such investments,\n\n (3) all Clearing Corporation Securities,\n Certificated Securities, Uncertificated Securities,\n Federal Book-Entry Securities, Security Entitlements,\n Investment Property, notes, certificates of deposit and\n other instruments from time to time delivered to or\n otherwise possessed by the Master Collateral Agent or\n any Secured Party or any assignee, agent or Securities\n Intermediary on behalf of the Master Collateral Agent or\n any Secured Party in substitution for or in addition to\n any of the then existing Account Collateral, and\n\n (4) all interest, dividends, cash, instruments\n and other property from time to time received,\n receivable or otherwise distributed in respect of or in\n exchange for any and all of the then existing Account\n Collateral;\n\n (e) all Accounts, Chattel Paper, Documents, Goods, General\n Intangibles, Instruments and Investment Property of the\n Borrowers excluding the Revolver Collateral and the\n Senior Excluded Collateral;\n\n (f) all additional property that may from time to time\n hereafter be granted and pledged by the Borrowers or by\n anyone on its behalf under this Agreement, including the\n deposit with the Master Collateral Agent of additional\n moneys by the Borrowers; and\n\n (g) all Proceeds, accessions, substitutions, rents and\n profits of any and all of the foregoing Collateral\n (including proceeds that constitute property of the\n types described in paragraphs (a) through (f) above)\n and, to the extent not\n\n -16-\n\n\n\n otherwise included, all payments under insurance\n (whether or not the Master Collateral Agent or a Secured\n Party or any assignee or agent on behalf of the Master\n Collateral Agent or a Secured Party is the loss payee\n thereof) or any indemnity, warranty or guaranty payable\n by reason of loss, non-payment or damage to or otherwise\n with respect to any of the foregoing Collateral.\n\n Section 4 Borrowers Remain Liable. Notwithstanding anything in\nthis Agreement, (a) except to the extent of ACFS's duties under this Agreement,\neach Borrower shall remain liable under the Series Transaction Documents to\nwhich it is a party (the \"Borrower Agreements\") to perform all of its duties and\nobligations thereunder to the same extent as if this Agreement had not been\nexecuted, (b) the exercise by a Secured Party or the Master Collateral Agent of\nany of its rights under this Agreement shall not release any Borrower or ACFS\nfrom any of their respective duties or obligations under the Borrower Agreements\nto which it is a party or other agreements included in the Collateral, (c) the\nRevolver Collateral Agent, the Secured Parties and the Master Collateral Agent\nshall not have any obligation or liability under the Borrower Agreements to\nwhich it is a party or other agreements included in the Collateral by reason of\nthis Agreement, and (d) neither the Revolver Collateral Agent, the Master\nCollateral Agent nor any of the Secured Parties shall be obligated to perform\nany of the obligations or duties of the Borrowers or ACFS under the Borrower\nAgreements or other agreements included in the Collateral or to take any action\nto collect or enforce any claim for payment assigned under this Agreement.\n\n Section 5 Covenants Regarding the Collateral.\n\n (a) Offices and Records. ACFS and the Borrowers will permit\nrepresentatives of the Revolver Collateral Agent, the Facility Representatives\nand the Master Collateral Agent, at the expense of ACFS in the case of one visit\nper year, at any time and from time to time during normal business hours (i) to\ninspect and make copies of and abstracts from its records regarding the\nCollateral and Designated Term Series, and (ii) to visit the properties of the\nBorrowers or ACFS utilized in connection with the servicing of the Designated\nTerm Series for the purpose of examining such records, and to discuss matters\nrelating to the Designated Term Series or the Borrowers' or ACFS' performance\nunder this Agreement with any officer or employee of the Borrowers or ACFS\nhaving knowledge of such matters, provided that the Person seeking such\ninformation has given the Borrowers or ACFS prior written notice of its intent\nto inspect or visit and provided, further that no such Person shall so inspect\nor visit the Borrowers or ACFS more frequently than once per quarter unless a\nDefault or an Event of Default has occurred and is continuing or ACFS otherwise\nconsents to such additional inspection or visit. If a Default or Event of\nDefault has occurred and is continuing, such inspection or visit shall be at the\nexpense of the Borrowers. Each of the Borrowers and ACFS agrees to render to the\nRevolver Collateral Agent and the Master Collateral Agent such clerical and\nother assistance as may be reasonably requested with regard to the foregoing.\nNeither Borrower shall change its name, identity or corporate structure to such\nan extent that any financing statement filed by the Master Collateral\n\n -17-\n\n\n\nAgent in connection with this Agreement would become seriously misleading,\nunless it shall have given the Master Collateral Agent and the Revolver\nCollateral Agent at least 30 days' prior written notice of such change.\n\n (b) Performance of Borrower Agreements. Each Borrower shall (i) perform\nand observe all the terms and provisions of the Borrower Agreements to be\nperformed or observed by it, maintain the Borrower Agreements to which it is a\nparty in full force and effect, enforce such Borrower Agreements in accordance\nwith their terms and take all such action to such end as may be from time to\ntime requested by the Master Collateral Agent and (ii) upon request of the\nMaster Collateral Agent, make to any other party to such Borrower Agreements\nsuch demands and requests for information and reports or for action as such\nBorrower is entitled to make under the Borrower Agreements.\n\n (c) Notice of Material Adverse Claim. Each of the Borrowers and ACFS\nshall advise the Master Collateral Agent and each Facility Representative\npromptly, in writing and in reasonable detail, (i) of any Lien, other than a\nPermitted Lien, known to it made or asserted against any of the Collateral, and\n(ii) of the occurrence of any event which would have a material adverse effect\non the value of the Collateral or on the assignments and security interests, or\npriority or perfection thereof, granted by the Borrowers in this Agreement or\nthe ability of the Master Collateral Agent to enforce its security interest in\nthe Collateral or foreclose on the Collateral.\n\n (d) Further Assurances; Financing Statements.\n\n (1) Each of the Borrowers and ACFS agrees that\n at any time and from time to time, at its expense, it\n shall promptly execute and deliver all further\n instruments and documents, and take all reasonable\n further action, that may be necessary or desirable or\n required by applicable law or that the Master Collateral\n Agent or any Facility Representative may request to\n perfect and protect the assignments and security\n interests granted or purported to be granted by this\n Agreement or to enable the Master Collateral Agent or\n any of the Secured Parties to exercise and enforce its\n rights and remedies under this Agreement with respect to\n any Collateral. Without limiting the generality of the\n foregoing, the Borrowers shall execute and file such\n financing or continuation statements, or amendments\n thereto, and such other instruments or notices as may be\n necessary or desirable or required by applicable law or\n that the Master Collateral Agent or any Facility\n Representative may reasonably request to protect and\n preserve the assignments and security interests granted\n by this Agreement. On the Effective Date, AFS Funding\n shall Deliver to the Master Collateral Agent the AFSFT\n Class A Certificate and the Borrowers shall deliver to\n the Master Collateral Agent all certificates\n representing the Residual Interests together with\n instruments of transfer and bond powers,\n\n -18-\n\n\n\n each executed in blank.\n\n (2) Upon receipt by an authorized officer of the\n Master Collateral Agent of written request from any\n Lender or Agent party to the Revolving Credit Agreement\n or any Facility Representative to file one or more\n financing or continuation statements, or amendments\n thereto, relating to all or any part of the Collateral,\n the Master Collateral Agent will employ legal counsel on\n behalf of the Secured Parties to prepare, at the expense\n of the Borrowers, such financing statements,\n continuation statements or other instruments required\n under this Section for execution by the Master\n Collateral Agent who will return such documents to legal\n counsel for filing in the appropriate jurisdictions as\n necessary. The Master Collateral Agent shall have no\n responsibility or obligation, at any time, to monitor,\n inquire or investigate with respect to the need for any\n financing statements, continuation statements or such\n other instruments. The Borrowers and each Secured Party\n hereby severally authorize the Master Collateral Agent\n to file one or more financing or continuation\n statements, and amendments thereto, relating to all or\n any part of the Collateral without the signature of the\n Borrowers or the Secured Parties where permitted by law\n and to cause such statements and amendments to be filed\n at the expense of the Borrowers (which may include fees\n and expenses for services of legal counsel). A carbon,\n photographic or other reproduction of this Agreement or\n any financing statement covering the Collateral or any\n part thereof shall be sufficient as a financing\n statement where permitted by law. The Master Collateral\n Agent will promptly send, or cause counsel to send, to\n the Borrowers any financing or continuation statements\n thereto which it files, or causes to be filed, without\n the signature of the Borrowers and will promptly send,\n or cause counsel to send, to each Secured Party and the\n Borrowers, as the case may be, any financing or\n continuation statements thereto which it files, or\n causes to be filed, without the signature of the Secured\n Parties except, in the case of filings of copies of this\n Agreement as financing statements, the Master Collateral\n Agent will promptly send, or cause counsel to send, to\n the Borrowers and each Secured Party, as the case may\n be, the filing or recordation information with respect\n thereto.\n\n (3) Each of the Borrowers and ACFS shall furnish\n to the Master Collateral Agent and each Facility\n Representative from time to time such statements and\n schedules further identifying and describing the\n Collateral and such other reports in connection with the\n Collateral as any Facility Representative may reasonably\n request, all in reasonable detail.\n\n -19-\n\n\n\n (e) Opinions as to Collateral. Not more than 90 days nor less than 30\ndays prior to each August 1, commencing August 1, 2003, during the term of this\nAgreement the Borrowers shall, at their own cost and expense, furnish to the\nMaster Collateral Agent and each Facility Representative an opinion of counsel\neither (a) stating that, in the opinion of such counsel, such action has been\ntaken with respect to the execution and filing of any financing statements and\ncontinuation statements and other actions as are necessary to perfect, maintain\nand protect the lien and security interest of the Master Collateral Agent (and\nthe priority thereof), with respect to the Collateral against all creditors of\nand purchasers from the Borrowers and reciting the details of such action, or\n(b) stating that, in the opinion of such counsel, no such action is necessary to\nmaintain such perfected lien and security interest. Such opinion of counsel\nshall further describe each execution and filing of any financing statements and\ncontinuation statements and such other actions as will, in the opinion of such\ncounsel, be required to perfect, maintain and protect the lien and security\ninterest of the Master Collateral Agent with respect to the Collateral against\nall creditors of and purchasers from the Borrowers for a period, specified in\nsuch opinion, continuing until a date not earlier than eighteen months from the\ndate of such opinion.\n\n (f) Non-Interference. Neither Borrower shall (i) waive or alter any of\nits rights under the Collateral (or waive, alter or amend any agreement or\ninstrument relating thereto) without the prior written consent of the Master\nCollateral Agent; or (ii) fail to pay any tax, assessment, charge or fee levied\nor assessed against the Collateral, or to defend any action, if such failure to\npay or defend may adversely affect the priority or enforceability of its right,\ntitle or interest in and to the Collateral or the Master Collateral Agent's\nrights in, lien on, and security interest in the Collateral or the perfection,\npriority or enforcement thereof; or (iii) take any action, or fail to take any\naction, if such action or failure to take action, will interfere with the\nenforcement of any rights hereunder.\n\n (g) Borrowing Base Calculations. Until this Agreement shall have been\nterminated in accordance with its terms, ACFS agrees that it will furnish to the\nMaster Collateral Agent and each Facility Representative and each \"Lender\" party\nto the Revolving Credit Agreement (as defined therein), as soon as available and\nin any event on or before each Determination Date, a certificate in the form of\nExhibit B (a \"Senior Borrowing Base Certificate\") setting forth the Senior\nBorrowing Base and each Senior Facility Notional Amount. ACFS shall also deliver\na Senior Borrowing Base Certificate to the Master Collateral Agent and each\nFacility Representative in connection with each additional Designated Series and\neach proposed change in a Senior Facility Notional Amount. The Master Collateral\nAgent shall promptly confirm the accuracy of such calculations, and, if it is\nunable to confirm such calculations, shall promptly give notice thereof to ACFS\nand each Facility Representative. In addition, on March 1 and August 1 of each\nyear, commencing March 1, 2003, AFCS agrees to cause a firm of nationally\nrecognized independent accountants to perform (and report the results thereof to\nthe Master Collateral Agent and each Facility Representative) agreed upon\nprocedures acceptable to the Required Facility Representatives which will (1)\nverify the modeling inputs against the underlying terms of the Designated Term\nSeries, (2) recalculate the cash flows using the\n\n -20\n\n\n\nmethodology outlined in Annex 1 of this Agreement and (3) calculate the total\nSenior Borrowing Base pursuant to said Annex 1.\n\n (h) Appointment of Servicer. If FSA or other credit enhancement\nprovider is not the \"Controlling Party\" with respect to any Designated Series,\nas defined therein, to the extent either Borrower or AFS Funding Trust has\ncontrol over the appointment of a successor servicer with respect to such\nDesignated Series under the related Series Transaction Documents, the Borrowers\nwill not appoint, and will cause AFS Funding not to appoint, any successor\nservicer without the consent of the Required Facility Representatives.\n\n Section 6 Distributions.\n\n On each Distribution Date by 2:00 p.m. (New York time), the Master\nCollateral Agent shall distribute, from the amounts on deposit in the Collateral\nAccount, including Senior Facility Excess Spread deposited therein (the\n\"Available Funds\"), in accordance with written instructions from ACFS delivered\nto the Master Collateral Agent in substantially the form of Exhibit C hereto (a\n\"MCA Servicer's Certificate\") at least three (3) Business Days prior to such\nDistribution Date, the following amounts, if any, for such Distribution Date in\nthe following order of priority:\n\n (i) FIRST, to the extent not previously paid by ACFS or\n otherwise by or on behalf of the Borrowers to the Master Collateral\n Agent, the Capped Expenses; and\n\n (ii) SECOND, to each Senior Facility Representative for\n application to amounts due to the Secured Parties under the related\n Senior Facility Agreement in accordance with the terms of such Senior\n Facility Agreement, the lesser of the Senior Facility Allocated Amount\n with respect to the related Senior Facility Agreement for such\n Distribution Date and the Senior Facility Required Amount with respect\n to such Senior Facility Agreement for such Distribution Date; and\n\n (iii) THIRD, to each Senior Facility Representative for\n application to amounts due to the Secured Parties under the related\n Senior Facility Agreement in accordance with the terms of such Senior\n Facility Agreement, the Senior Facility Shortfall Amount (after giving\n effect to distributions pursuant to clause SECOND) with respect to the\n related Senior Facility Agreement for such Distribution Date, provided\n that if the aggregate amount of Senior Facility Shortfall Amounts\n (after giving effect to distributions pursuant to clause SECOND) with\n respect to such Distribution Date exceeds the amount of the Available\n Funds that are available for distribution pursuant to this clause THIRD\n on such Distribution Date and a Senior Borrowing Base Deficiency shall\n not have occurred and be continuing on such Distribution Date, such\n amount of the Available Amount shall be distributed to each Senior\n Facility Representative pro rata based on the respective Senior\n Facility Notional Amounts; and provided, further, that the amount\n distributed to a Senior Facility Representative pursuant to the\n preceding proviso\n\n -21-\n\n\n\n shall not exceed the related Senior Facility Shortfall Amount (after\n giving effect to distributions pursuant to clause SECOND) with respect\n to such Distribution Date; and\n\n (iv) FOURTH, to each Senior Facility Representative for\n application to amounts due to the Secured Parties under the related\n Senior Facility Agreement in accordance with the terms of such Senior\n Facility Agreement, the Senior Facility Shortfall Amount with respect\n to the related Senior Facility Agreement for such Distribution Date\n remaining after giving effect to clause THIRD, pro rata based on the\n respective remaining Senior Facility Shortfall Amounts; and\n\n (v) FIFTH, to the extent not paid pursuant to clause FIRST of\n Section 6(a), any fees, costs and expenses due to the Master Collateral\n Agent hereunder; and\n\n (vi) the remaining Available Funds shall be paid to, or at the\n written direction of, the Borrowers or to any Junior Facility\n Representative entitled thereto;\n\nprovided, that ACFS may allocate the amount of the Available Funds that are\navailable for distribution pursuant to clause THIRD and\/or clause FOURTH on such\nDistribution Date in such other manner as it may determine in its sole\ndiscretion so long as after giving effect to the payment of such allocated\namounts, no Senior Facility Shortfall Amount will exist; and provided, further,\nthat if a Senior Borrowing Base Interim Deficiency shall exist on such\nDistribution Date, then ACFS may elect to retain the amount of the Available\nFunds that are available for distribution pursuant to clause THIRD in the\nCollateral Account until the succeeding Distribution Date.\n\n Section 7 The Collateral Account; Investments.\n\n (a) On or prior to the Closing Date, the Borrowers shall establish an\naccount (the \"Collateral Account\") in the name of the Master Collateral Agent\nfor the benefit of the Secured Parties. The Collateral Account shall be an\nEligible Account which is a segregated non-interest bearing trust account\ninitially established with the Master Collateral Agent. If at any time the\nCollateral Account ceases to be an Eligible Account, any Facility Representative\nmay direct the Master Collateral Agent in writing to transfer such account to\nanother institution so long as such account shall meet the requirements of an\nEligible Account. Each of ACFS and the Borrowers will cause all proceeds of\nCollateral, including, without limitation, distributions on the AFSFT Class A\nCertificate and the Residual Interests together with all Revolver Excess Spread\nand Senior Facility Excess Spread to be deposited in the Collateral Account.\nEach of ACFS and the Borrowers will hold in trust for the Master Collateral\nAgent and will promptly deposit (but in no event later than one Business Day\nafter receipt) any amounts it receives in respect thereof in the Collateral\nAccount.\n\n (b) All amounts held in the Collateral Account shall, to the extent\npermitted by applicable laws, rules and regulations, be invested by the Master\nCollateral Agent, as directed by ACFS in writing (or, if ACFS fails to provide\nsuch direction, amounts in the Collateral Account\n\n -22-\n\n\n\nshall be invested in investments described in clause (d) of the definition of\nCash Equivalents), in Cash Equivalents that mature not later than one Business\nDay prior to the next succeeding Distribution Date. The amounts held in the\nCollateral Account on the Business Day prior to each Distribution Date shall be\ninvested by the Master Collateral Agent in overnight or next-day funds in such\nCash Equivalents reasonably available to the Master Collateral Agent as directed\nin writing by ACFS for the period of time from the Business Day prior to the\nDistribution Date until such Distribution Date. All income or other gains from\ninvestment of moneys on deposit in any such account shall be deposited by the\nMaster Collateral Agent in the Collateral Account immediately upon receipt. The\ntaxpayer identification number associated with the Collateral Account shall be\nthat of AFS Funding and each Borrower shall report for Federal, state and local\nincome tax purposes, the income, if any, represented by the Collateral Account\nattributable to such Borrower. If any amounts are needed for disbursement from\nthe Collateral Account and sufficient uninvested funds are not available therein\nto make such disbursement, the Master Collateral Agent shall cause to be sold or\notherwise converted to cash a sufficient amount of the investments in such\naccount to make such disbursement. Any written direction hereunder shall certify\nthat any such investment is authorized by this Section 7. Investments in Cash\nEquivalents shall be made in the name of the Master Collateral Agent on behalf\nof the Secured Parties, and, except as specifically required above, such\ninvestments shall not be sold or disposed of prior to their maturity. Each and\nevery investment of funds in the Collateral Account shall be made in Cash\nEquivalents held by a financial institution that is a Securities Intermediary in\nan account pursuant to an agreement with such financial institution, that\nrequires such financial institution to (A) credit such Cash Equivalents to a\nSecurities Account exclusively in the name of the Master Collateral Agent, (B)\ncomply with Entitlement Orders pertaining to such account originated by the\nMaster Collateral Agent without further consent of the Borrowers, (C) not enter\ninto any agreement which grants \"control\" (as defined in Section 8-106 of\nArticle 8) of such account (or any interest or property therein) to any Person\nother than the Master Collateral Agent, (D) subordinate any security interest,\nbanker's lien, right of setoff or other similar right which such financial\ninstitution may have in such account to the interest of the Master Collateral\nAgent and (E) expressly treat each item of property as a Financial Asset and\nsuch account as a Securities Account.\n\nSubject to the other provisions hereof, the Master Collateral Agent shall have\nsole control over each such investment and the income thereon, and any\ncertificate or other instrument evidencing any such investment, if any, shall be\ndelivered directly to the Master Collateral Agent or its agent, together with\neach document of transfer, if any, necessary to transfer title and a Security\nEntitlement free from any Adverse Claim to such investment to the Master\nCollateral Agent in a manner that complies with this Section 7. All interest,\ndividends, gains upon sale and other income from, or earnings on, investments of\nfunds in the Collateral Account shall be deposited in the Collateral Account and\ndistributed pursuant to Section 6 hereof. If the Master Collateral Agent is\ngiven written instructions to invest funds in the Collateral Account in\ninvestments other than investments of the type described in clause (d) of the\ndefinition of \"Cash Equivalents\", the Person giving such instructions agrees to\nassist the Master Collateral Agent in complying with the requirements herein\nwith respect to such investments.\n\n -23-\n\n\n\n (c) With respect to the Account Collateral:\n\n (i) any Account Collateral that is held in deposit accounts\n shall be held solely in the name of the Master Collateral Agent in\n accounts which satisfy clause (ii) of the definition of Eligible Account;\n each such deposit account shall be subject to the exclusive custody,\n dominion and control of the Master Collateral Agent, and the Master\n Collateral Agent shall have sole signature authority with respect\n thereto;\n\n (ii) any Account Collateral that constitutes Physical Property\n shall be delivered to the Master Collateral Agent in accordance with\n paragraph (i) of the definition of \"Delivery\" and shall be continuously\n held, pending maturity or disposition, solely by the Master Collateral\n Agent;\n\n (iii) any Account Collateral that constitutes a Certificated\n Security shall be delivered to the Master Collateral Agent in accordance\n with paragraph (ii) of the definition of \"Delivery\" and shall be\n continuously held, pending maturity or disposition, solely by the Master\n Collateral Agent;\n\n (iv) any such Account Collateral that constitutes an\n Uncertificated Security (including any investments in money market mutual\n funds, but excluding any Federal Book Entry Security) and where the\n issuer thereof is organized in a Revised Article 8 Jurisdiction, shall be\n delivered to the Master Collateral Agent in accordance with paragraph\n (iii) of the definition of \"Delivery\" and shall be maintained, pending\n maturity or disposition, through continued registration of the Master\n Collateral Agent's (or its nominee's) ownership of such security; and\n\n (v) with respect to any Account Collateral that constitutes a\n Federal Book Entry Security, the Master Collateral Agent shall maintain\n and obtain Control over such property.\n\nEffective upon Delivery of any Account Collateral in the form of Physical\nProperty, book-entry securities or uncertificated securities, the Master\nCollateral Agent shall be deemed to have represented that it has purchased such\nAccount Collateral for value, in good faith and without actual notice of any\nadverse claim thereto.\n\n (d) If any amount is on deposit in the Collateral Account on a day\nwhen (i) there are no amounts due under the Revolving Credit Agreement, (ii) the\nSenior Facility Notional Amount with respect to each Senior Facility Agreement\n(other than the Revolving Credit Agreement) is zero and (iii) the Junior\nFacility Aggregate Amount is zero, the Master Collateral Agent shall pay such\namount to, or at the written direction of, the Borrowers after it has (x)\nconfirmed receipt of such amount and (y) confirmed that the requirements of\nclauses (i), (ii) and (iii) of this paragraph are have been satisfied.\n\n -24-\n\n\n\n Section 8 Fees and Expenses. ACFS covenants and agrees to pay\nto the Master Collateral Agent from time to time, and the Master Collateral\nAgent shall be entitled to, the fees and expenses agreed in writing between ACFS\nand the Master Collateral Agent, and will further pay or reimburse the Master\nCollateral Agent upon its request for all reasonable fees, expenses and\ndisbursements incurred or made by the Master Collateral Agent in accordance with\nany of the provisions hereof or any other documents executed in connection\nherewith (including the reasonable compensation and the reasonable expenses and\ndisbursements of its counsel and of all persons not regularly in its employ). To\nthe extent not paid by ACFS, such fees, expenses and disbursements will be paid\nto the Master Collateral Agent in accordance with the provisions of Section 6.\nThe obligations of ACFS under this Section 8 to compensate the Master Collateral\nAgent and to pay or reimburse the Master Collateral Agent for reasonable\nexpenses and disbursements shall survive the satisfaction and discharge of this\nAgreement or the earlier resignation or removal of the Master Collateral Agent.\nWhen the Master Collateral Agent incurs expenses or renders services in\nconnection with proceedings under the Bankruptcy Code or any other applicable\nfederal or state bankruptcy, insolvency or other similar law, or in case of any\nother comparable judicial proceedings relative to the Borrowers, such expenses\n(including the fees and expenses of its counsel and agents) and the compensation\nfor such services are intended to constitute expenses of administration under\nany bankruptcy law or law relating to creditors rights generally.\n\n Section 9 Representations And Warranties Of The Master\nCollateral Agent. The Master Collateral Agent represents and warrants as of the\ndate hereof that:\n\n (a) It is a banking organization, validly existing and in good\nstanding under the laws of the State of New York;\n\n (b) It has full power, authority and legal right to execute, deliver\nand perform this Agreement and has taken all necessary action to authorize the\nexecution, delivery and performance by it of this Agreement;\n\n (c) The execution, delivery and performance by it of this Agreement do\nnot violate any provision of its corporate charter or by-laws;\n\n (d) This Agreement has been duly authorized, executed and delivered by\nit and constitutes its legal, valid and binding agreement, enforceable against\nit in accordance with its terms, except as enforceability may be limited by\nbankruptcy, insolvency reorganization or other similar laws affecting the\nenforcement of creditors' rights generally and by general principles of equity.\n\n Section 10 Resignation By And Removal Of The Master Collateral\nAgent; Successor Master Collateral Agent.\n\n (a) The Master Collateral Agent may at any time resign and terminate\nits obligations under this Agreement upon at least 60 days prior written notice\nto the Revolver Collateral Agent,\n\n -25-\n\n\n\neach Facility Representative and the Borrowers. No resignation shall be\neffective until a successor Master Collateral Agent shall have been appointed\nand accepted its appointment. Promptly after receipt of notice of the Master\nCollateral Agent's proposed resignation, the Required Facility Representatives\nshall appoint, by written instrument, a successor collateral agent and notify\nthe Borrowers thereof. If a successor collateral agent is not appointed in\naccordance with the foregoing procedures, the Master Collateral Agent may\npetition a court of competent jurisdiction to appoint a successor collateral\nagent. One (1) original counterpart of such instrument of appointment shall be\ndelivered to each Facility Representative, the Master Collateral Agent, the\nRevolver Collateral Agent, the Borrowers and the successor collateral agent.\n\n (b) The Required Facility Representatives, upon at least 60 days\nwritten notice to the Master Collateral Agent (or, if such removal is for cause,\nsuch 60 day period may be decreased to no less than twenty Business Days by the\nRequired Facility Representatives in their sole discretion), may remove and\ndischarge the Master Collateral Agent (or any successor collateral agent\nthereafter appointed) from the performance of its obligations under this\nAgreement. A copy of such notice shall be delivered to each other party hereto.\nPromptly after the giving of notice of removal of the Master Collateral Agent,\nthe Required Facility Representatives shall appoint, by written instrument, a\nsuccessor collateral agent and notify the Borrowers thereof. One (1) original\ncounterpart of such instrument of appointment shall be delivered to each\nFacility Representative, the Master Collateral Agent, the Revolver Collateral\nAgent, the Borrowers and the successor collateral agent. No such removal shall\nbecome effective until all outstanding amounts due and owing to the Master\nCollateral Agent are paid in full.\n\n (c) In the event of any such resignation or removal, the Master\nCollateral Agent shall promptly transfer to the successor collateral agent, as\ndirected in writing by the Required Facility Representatives, physical\ncollateral, all accounts, funds and investments being administered under this\nAgreement and shall cooperate with each Facility Representative, the Borrowers\nand the successor collateral agent to facilitate the continued perfection and\npriority of the Lien granted for the benefit of the Secured Parties in the\nCollateral.\n\n Section 11 Indemnity. ACFS agrees to indemnify, defend and hold\nharmless the Master Collateral Agent and its directors, officers, agents and\nemployees against any and all claims, damages, losses, liabilities or expenses\n(including, but not limited to, reasonable attorneys' fees, court costs and\ncosts of investigation) of any kind or nature whatsoever arising out of or in\nconnection with this Agreement that may be imposed upon, incurred by or asserted\nagainst the Master Collateral Agent; provided, however, that this Section 11\nshall not relieve the Master Collateral Agent from liability for its willful\nmisconduct or gross negligence, as conclusively determined by a court of\ncompetent jurisdiction beyond all applicable appeals. The provisions of this\nSection 11 shall survive the resignation or removal of the Master Collateral\nAgent or any successor Master Collateral Agent and the termination of this\nAgreement.\n\n -26-\n\n\n\n Section 12 Limitations Of Liability.\n\n (a) The Master Collateral Agent shall not be liable to the Borrowers,\nACFS, the Revolver Collateral Agent, the Revolver Administrative Agent, any\nother Facility Representative, any other Secured Party or any other Person with\nrespect to any action taken or not taken by it in the performance of its\nobligations under this Agreement except in the case of the Master Collateral\nAgent's willful misconduct or gross negligence. The obligations of the Master\nCollateral Agent shall be determined solely by the express provisions of this\nAgreement. No representation, warranty, covenant, agreement, obligation or duty\nof the Master Collateral Agent shall be implied with respect to this Agreement\nor the Master Collateral Agent's services hereunder.\n\n (b) The Master Collateral Agent may conclusively rely, and shall be\nfully protected in acting or refraining from acting, upon and need not verify\nthe accuracy of (i) any oral instructions from any persons the Master Collateral\nAgent believes to be authorized to give such instructions, who shall only be,\nwith respect to ACFS, the Borrowers and each Facility Representative, persons\nthe Master Collateral Agent believes in good faith to be duly authorized\nofficers thereof, and (ii) any written instruction, notice, order, request,\ndirection, certificate, opinion or other instrument or document believed by the\nMaster Collateral Agent to be genuine and to have been signed and presented by\nthe proper party or parties.\n\n (c) The Master Collateral Agent may consult with counsel nationally\nrecognized in the area of commercial transactions with regard to legal questions\narising out of or in connection with this Agreement, and the advice or opinion\nof such counsel shall be full and complete authorization and protection in\nrespect of any action taken, omitted or suffered by the Master Collateral Agent\nin reasonable reliance, in good faith, and in accordance therewith; provided,\nhowever, that if the Required Facility Representatives give written instructions\nto the Master Collateral Agent or provide an opinion of counsel selected by\nthem, which in either case conflicts with any such advice or opinion of counsel,\nthen the Master Collateral Agent shall follow such instructions of the Required\nFacility Representatives (unless such written instructions violate the express\nterms of this Agreement, violate applicable law or subject the Master Collateral\nAgent to liability) or such opinion of counsel selected by the Required Facility\nRepresentatives, and shall be fully protected in acting or refraining to act\nthereon. Any such written instructions from the Required Facility\nRepresentatives shall contain an indemnity satisfactory to the Master Collateral\nAgent with respect to the instructions given to the Master Collateral Agent.\n\n (d) No provision of this Agreement shall require the Master Collateral\nAgent to expend or risk its own funds or otherwise incur financial liability in\nthe performance of its duties under this Agreement if it shall have reasonable\ngrounds for believing that repayment of such funds or adequate indemnity\nsatisfactory to it is not assured to it.\n\n -27-\n\n\n\n (e) The Master Collateral Agent may execute any of the trusts or\npowers hereunder or perform any duties hereunder either directly or by or\nthrough agents, attorneys, custodians or nominees appointed with due care, and\nshall not be responsible for any willful misconduct or negligence on the part of\nany agent, attorney, custodian or nominee so appointed.\n\n (f) Whenever in the administration of the provisions of this Agreement\nthe Master Collateral Agent shall deem it necessary or desirable that a matter\nbe proved or established prior to taking or suffering any action to be taken\nhereunder, such matter (unless other evidence in respect thereof be herein\nspecifically prescribed) may, in the absence of gross negligence or bad faith on\nthe part of the Master Collateral Agent, be deemed to be conclusively proved and\nestablished by a certificate signed by an officer of any of ACFS, the Borrowers\nand each Facility Representative, as the case may be, and delivered to the\nMaster Collateral Agent and such certificate, in the absence of gross negligence\nor bad faith on the part of the Master Collateral Agent, shall be full warrant\nto the Master Collateral Agent for any action taken, suffered or omitted by it\nunder the provisions of this Agreement upon the faith thereof.\n\n (g) The Master Collateral Agent shall have no obligation to invest and\nreinvest any cash held in the Collateral Account in the absence of timely and\nspecific written investment direction from ACFS. In no event shall the Master\nCollateral Agent be liable for the selection of investments or for investment\nlosses incurred thereon. The Master Collateral Agent shall have no liability in\nrespect of losses incurred as a result of the liquidation of any investment\nprior to its stated maturity or the failure of ACFS to provide timely written\ninvestment direction.\n\n (h) Any corporation into which the Master Collateral Agent may be\nmerged or converted or with which it may be consolidated, or any corporation\nresulting from any merger, conversion or consolidation to which the Master\nCollateral Agent shall be a party, or any corporation succeeding to the business\nof the Master Collateral Agent shall be the successor of the Master Collateral\nAgent hereunder without the execution or filing of any paper with any party\nhereto or any further act on the part of any of the parties hereto except where\nan instrument of transfer or assignment is required by law to effect such\nsuccession, anything herein to the contrary notwithstanding.\n\n (i) Notwithstanding anything herein to the contrary, in no event shall\nthe Master Collateral Agent have any obligation or liability in respect of the\nmonitoring or maintenance of the perfection of any security interest evidenced\nhereby or for the filing or refiling or recording or rerecording of any\nfinancing or continuation statements in respect of any such security interest\nexcept if the Master Collateral Agent fails to comply with its obligations under\nSection 5(d)(2) with respect to any financing or continuation statement which\nany Agent, Lender or Facility Representative expressly requests that it file\npursuant to the terms thereof.\n\n (j) The Master Collateral Agent shall not be deemed to have notice of\nany Event of Default unless an Authorized Officer of the Master Collateral Agent\nis specifically notified in writing of such event by a Facility Representative,\nthe Borrowers or ACFS.\n\n -28-\n\n\n\n Section 13 Addition of Senior Facility Agreements. The\nBorrowers may designate an agreement as a Senior Facility Agreement by\ndelivering to the Master Collateral Agent at least seven Business Days prior to\nthe proposed date of the effectiveness of such designation a written notice\nidentifying such agreement and the related Senior Facility Notional Amount and\nby satisfying the following conditions on or before such proposed date of\neffectiveness:\n\n (a) at least seven Business Days prior to the proposed date of the\neffectiveness of such designation, the Borrowers shall have delivered to the\nMaster Collateral Agent a certificate calculating the Senior Borrowing Base as\nof such date and demonstrating that, after giving effect to such designation,\nthe sum of the Senior Facility Notional Amounts with respect to each Senior\nFacility will not exceed the Senior Borrowing Base;\n\n (b) the related Senior Facility Representative, the Borrowers and ACFS\nshall have delivered to the Master Collateral Agent a Joinder Supplement\nrelating to such Senior Facility Agreement;\n\n (c) S&P shall have confirmed in writing that amounts due under each\nSenior Facility Agreement continue to be rated at least \"BBB-,\" after giving\neffect to the proposed Senior Facility Agreement;\n\n (d) ACFS shall have delivered to the Master Collateral Agent a\ncertificate that the Senior Facility Agreement requires Senior Facility Excess\nSpread, if any, to be paid to the Master Collateral Agent;\n\n (e) such Senior Facility Agreement shall provide that the collateral\nagent thereunder will hold any Senior Excluded Collateral with respect thereto\nfor the benefit of the Master Collateral Agent and the Secured Parties to the\nextent of any related Senior Facility Excess Spread payable to the Master\nCollateral Agent hereunder; and\n\n (f) the Master Collateral Agent shall have received an Officer's\nCertificate of each of the Borrowers stating that on the date of such\ndesignation and after giving effect to the proposed Senior Facility Agreement,\nno condition, event or act which with notice or lapse of time or both will\nbecome a Default or Event of Default has occurred and is continuing.\n\nThe Master Collateral Agent shall deliver notice of each designation of an\nadditional Senior Facility Agreement to each Facility Representative promptly\nfollowing its receipt of notice of such designation from the Borrowers.\n\n Section 14 Increase and Decrease of Senior Facility Notional\nAmounts.\n\n (a) The Borrowers may increase the Senior Facility Notional Amount of\nany Senior Facility Agreement by delivering to the Master Collateral Agent at\nleast seven Business Days prior to the proposed date of the effectiveness of\nsuch increase a written notice identifying such\n\n -29-\n\n\n\nagreement and the related proposed increase in the Senior Facility Notional\nAmount and by satisfying the following conditions on or before such proposed\ndate of effectiveness:\n\n (i) at least seven Business Days prior to the proposed date of\n the effectiveness of such increase, the Borrowers shall have delivered to\n the Master Collateral Agent a certificate calculating the Senior\n Borrowing Base as of such date and demonstrating that, after giving\n effect to such increase, the sum of the Senior Facility Notional Amounts\n with respect to each Senior Facility will not exceed the Senior Borrowing\n Base;\n\n (ii) if after giving effect to such increase the Senior Facility\n Aggregate Amount would exceed 66-2\/3% of the Senior Borrowing Base, S&P\n shall have confirmed in writing that amounts due under each Senior\n Facility Agreement continue to be rated at least \"BBB-\"; and\n\n (iii) the Master Collateral Agent shall have received an\n Officer's Certificate of each of the Borrowers stating that on the date\n of such increase of the applicable Senior Facility Notional Amount and\n after giving effect to such increase, no condition, event or act which\n with notice or lapse of time or both will become a Default or Event of\n Default has occurred and is continuing.\n\nprovided, however, that (i) the Senior Facility Notional Amount with respect to\nany Senior Facility Agreement which does not provide a revolving facility shall\nin no event be increased to an amount in excess of the Senior Facility Notional\nAmount with respect to such Senior Facility Agreement on the date such Senior\nFacility Agreement was added pursuant to Section 13 hereof unless the\noutstanding amount advanced under such Senior Facility Agreement is subsequently\nincreased and (ii) the Senior Facility Notional Amount with respect to any\nSenior Facility Agreement which provides a revolving facility (other than the\nRevolving Credit Agreement) shall in no event be increased to an amount in\nexcess of the product of (x) the Senior Facility Notional Amount with respect to\nsuch Senior Facility Agreement on the date (the \"Initial Advance Date\") which is\nthe later of (A) the date such Senior Facility Agreement was added pursuant to\nSection 13 hereof and (B) the date the initial advance was made on such Senior\nFacility Agreement and (y) a fraction, the numerator of which is the amount\noutstanding under such Senior Facility Agreement on the date of such proposed\nincrease and the denominator of which is the amount advanced under such Senior\nFacility Agreement on the Initial Advance Date. The Master Collateral Agent\nshall deliver notice of each increase in the Senior Facility Notional Amount of\nany Senior Facility Agreement to each Facility Representative promptly following\nits receipt of notice of such increase from the Borrowers.\n\n (b) The Borrowers may decrease the Senior Facility Notional Amount\nwith respect to any Senior Facility Agreement from time to time by providing\nprior written notice thereof to each Facility Representative and the Master\nCollateral Agent.\n\n Section 15 Addition of Junior Facility Agreements. The\nBorrowers may designate an agreement as a Junior Facility Agreement by\ndelivering to the Master Collateral\n\n -30-\n\n\n\nAgent at least seven Business Days prior to the proposed date of the\neffectiveness of such designation a written notice identifying such agreement\nand by satisfying the following conditions on or before such proposed date of\neffectiveness:\n\n (a) the related Junior Facility Representative, the Borrowers and ACFS\nshall have delivered to the Master Collateral Agent a Joinder Supplement\nrelating to such Junior Facility Agreement.\n\nThe Master Collateral Agent shall deliver notice of each designation of an\nadditional Junior Facility Agreement to each Facility Representative promptly\nfollowing its receipt of notice of such designation from the Borrowers.\n\n Section 16 Junior Facility Distributions. The Borrowers and\neach Junior Facility Representative may agree to amend clause (vi) of Section 6\nwithout the consent of any Senior Creditor or Senior Facility Representative,\nprovided that S&P shall have consented to such amendment.\n\n Section 17 Subordination.\n\n (a) Subordination of Junior Debt to Senior Debt. The Borrowers\ncovenant and agree, and the Junior Creditors by their respective acceptance of\nthe Junior Debt (whether upon original issue or upon transfer or assignment)\nlikewise covenant and agree, that the payment of any and all of the Junior Debt\nshall be subordinate and subject in right of payment, to the extent and in the\nmanner set forth herein, to the prior payment in full in cash of the Senior Debt\nand costs and expenses under Section 6(a)(i) and (iv). Each holder of Senior\nDebt, whether now outstanding or hereafter created, incurred, assumed or\nguaranteed, shall be deemed to have acquired Senior Debt in reliance upon the\nprovisions contained in this Agreement.\n\n (b) Proceedings. In the event of any Proceeding involving the\nBorrowers: (a) all Senior Debt and costs and expenses under Section 6(a)(i) and\n(iv) shall first be paid in full in cash before any payment of or with respect\nto the Junior Debt shall be made (other than a distribution of Reorganization\nSubordinated Securities if the Junior Creditors, the Senior Creditors and the\nMaster Collateral Agent shall have entered into such supplements to or\nmodifications to this Agreement as the Senior Creditors may request to reflect\nthe continued subordination of the Reorganization Subordination Securities to\nthe Senior Debt and costs and expenses under Section 6(a)(i) and (iv) (or notes\nor other securities issued in substitution of all or a portion thereof) to at\nleast the same extent as provided herein); (b) any payment or distribution,\nwhether in cash, property or securities, which, but for the terms hereof,\notherwise would be payable or deliverable in respect of the Junior Debt (other\nthan a distribution of Reorganization Subordinated Securities if the Junior\nCreditors, the Senior Creditors and the Master Collateral Agent shall have\nentered into such supplement to or modification to this Agreement as the Senior\nCreditors may request to reflect the continued subordination of the\nReorganization Subordinated Securities to the Senior Debt and costs and expenses\nunder Section 6(a)(i) and (iv) (or notes or other securities issued in\nsubstitution of all or a portion thereof) to at least the same extent as\n\n -31-\n\n\n\nprovided herein), shall be paid or delivered directly to the Master Collateral\nAgent for the benefit of each Senior Creditor until all Senior Debt and costs\nand expenses under Section 6(a)(i) and (iv) are paid in full, and the Junior\nCreditors irrevocably authorize, empower and direct all receivers, trustees,\nliquidators, custodians, conservators and others having authority in the\npremises to effect all such payments and distributions, and the Junior Creditors\nalso irrevocably authorize, empower and direct the Master Collateral Agent and\neach Senior Creditor to demand sue for, collect and receive every such payment\nor distribution; (c) the Junior Creditors agree to execute and deliver to the\nMaster Collateral Agent and each Senior Facility Representative or their\nrespective representatives such further instruments confirming the authorization\nreferred to in the foregoing clause (b) as may be requested by the Master\nCollateral Agent or any Senior Facility Representative; (d) the Junior Creditors\nagree not to initiate, prosecute or encourage any other person or entity to\ninitiate or prosecute any claim, action or other proceeding challenging the\nvalidity, priority, extent or enforceability of the Senior Debt or any liens and\nsecurity interests securing the Senior Debt; (e) the Junior Creditors agree not\nto object to any use of cash collateral by the Borrowers under Section 363 of\nthe United States Bankruptcy Code permitted by the Senior Facility\nRepresentatives or any borrowing by the Borrowers from the Senior Facility\nRepresentatives or to any grant of a lien or security interest by any person or\nentity in favor of the Master Collateral Agent for the benefit of the Senior\nFacility Representatives under Section 364 of the United States Bankruptcy Code;\nand (f) if the Junior Creditors fail (i) to execute, verify, deliver and file\nany proofs of claim in respect of the Junior Debt in connection with any such\nProceeding at least 20 days prior to the expiration of the time to file such\nproofs of claim, the Junior Creditors hereby irrevocably authorize, empower and\nappoint the Master Collateral Agent (for the benefit of the Senior Facility\nRepresentatives) as its agent and attorney-in-fact to execute, verify, deliver\nand file such proofs of claim and (ii) to vote such claim in any such Proceeding\nat least 3 days prior to the expiration of the time to vote, the Junior\nCreditors hereby irrevocably authorize, empower and appoint the Master\nCollateral Agent as its agent and attorney-in-fact to vote any such claim;\nprovided, however, that the Master Collateral Agent shall have no obligation to\nexecute, verify, deliver, file and\/or vote any such proof of claim. In the event\nthat the Master Collateral Agent votes any claim in accordance with the\nauthority granted hereby, the Junior Creditors shall not be entitled to change\nor withdraw such vote. The Senior Debt shall continue to be treated as Senior\nDebt and the provisions of this Agreement shall continue to govern the relative\nrights and priorities of the Senior Facility Representatives, the Master\nCollateral Agent and the Junior Creditors even if all or part of the Senior Debt\nor the security interests securing the Senior Debt are subordinated, set aside,\navoided or disallowed in connection with any such Proceeding and this Agreement\nshall be reinstated if at any time any payment of any of the Senior Debt is\nrescinded or must otherwise be returned by any holder of the Senior Debt or any\nrepresentative of such holder.\n\n (c) Payment Block Upon Senior Default. The Borrowers may not make and\nthe Junior Creditors may not receive any payment of principal, interest or any\nother amount due with respect to any Junior Debt if at the time of such payment\na Senior Default exists.\n\n -32-\n\n\n\n (d) Payments Otherwise Permitted. Nothing contained in this Section 17\nor elsewhere in this Agreement or in the Senior Facility Agreements shall\nprevent the Borrowers at any time, except during the pendency of any Proceeding\nreferred to in subsection 17(b) or under the conditions referred to in\nsubsection 17(c), from making payments, to the extent funds are available\ntherefor in accordance with the terms of this Agreement, or the Junior Creditors\nfrom receiving payments pursuant to Section 6 of this Agreement on the Junior\nNotes.\n\n (e) Restriction on Action by the Junior Creditors. Until the Senior\nDebt and costs and expenses under Section 6(a)(i) and (iv) are indefeasibly paid\nin full in cash, the Junior Creditors shall not, without the prior written\nconsent of the Senior Facility Representatives, take any Collection Action with\nrespect to the Junior Debt, except as permitted in the following sentence. Upon\nthe acceleration of all of the Senior Debt the Junior Creditors may, upon three\nbusiness days prior written notice to the Master Collateral Agent, accelerate\nthe Junior Debt or take any other Collection Action which is not inconsistent\nwith or in contravention of, and which does not interfere with, any enforcement\nactions by the Master Collateral Agent or any Senior Facility Representative or\nthe provisions of this Agreement; provided, however, that following the\nacceleration of the Senior Debt as described above, if such acceleration is\nrescinded, then all Collection Actions taken by the Junior Creditors shall\nlikewise be rescinded.\n\n (f) Incorrect Payments. If any payment or distribution on account of\nthe Junior Debt not permitted to be made by the Borrowers or received by the\nJunior Creditors under this Agreement is received by the Junior Creditors before\nall Senior Debt and costs and expenses under Section 6(a)(i) and (iv) are\nindefeasibly paid in full in cash and all lending commitments under the Credit\nAgreement have terminated and the Revolving Credit Agreement shall have\nterminated, such payment or distribution shall not be commingled with any asset\nof the Junior Creditors, shall be held in trust by the Junior Creditors for the\nbenefit of the Senior Creditors and the Master Collateral Agent and shall be\npromptly paid over to the Master Collateral Agent, or its designated\nrepresentative, for the benefit of the Senior Creditors and the Master\nCollateral Agent.\n\n (g) Sale, Transfer. etc. No Junior Creditor may sell, assign, pledge,\ndispose of or otherwise transfer all or any portion of the Junior Debt or its\nrights under any Junior Facility Agreement without at least 5 business days\nprior written notice to the Master Collateral Agent and unless prior to the\nconsummation of any such action, the transferee thereof shall execute and\ndeliver to the Master Collateral Agent either an assumption agreement pursuant\nto which such transferee assumes all of the transferring Junior Creditor's\nobligations and liabilities under this Agreement, with respect to the portion of\nthe Junior Debt and Junior Facility Agreements so transferred, or the transferee\nexecutes and delivers to the Master Collateral Agent an agreement identical to\nthis Agreement (mutatis mutandis), providing for the continued subordination of\nthe Junior Debt to the Senior Debt as provided herein and for the continued\neffectiveness of all of the rights of the Senior Facility Representatives\narising under this Agreement and which reflects the provisions herein concerning\nsuch transfer. Notwithstanding the failure to execute or deliver any such\nagreement, the subordination effected hereby shall survive any sale, assignment,\n\n -33-\n\n\n\npledge, disposition or other transfer of all or any portion of the Junior Debt,\nand the terms of this Agreement shall be binding upon the successors and assigns\nof the Junior Creditors.\n\n (h) Legends. Until the Senior Debt is indefeasibly paid in full in\ncash and the Senior Facility Agreements have been terminated, the Junior\nFacility Agreements at all times shall contain in a conspicuous manner the\nfollowing legend:\n\n \"This instrument and the rights and obligations\n evidenced hereby are subordinate in the manner and to\n the extent set forth in that certain Master Collateral\n and Intercreditor Agreement (the \"Subordination\n Agreement\") dated as of August 15, 2002 among AFS\n Funding Corp., AFS SenSub Corp., AmeriCredit Financial\n Services, Inc., Deutsche Bank Trust Company Americas, as\n master collateral agent, the \"Senior Facility\n Representatives\" referenced therein and the \"Junior\n Facility Representatives\" referenced therein, as\n amended, supplemented or otherwise modified from time to\n time; and each holder of this instrument, by its\n acceptance hereof, shall be bound by the provisions of\n the Subordination Agreement.\"\n\n (i) Continued Effectiveness. The Junior Creditors hereby agree that\ntheir obligations hereunder shall be continuing, absolute and unconditional and\nnot subject to any reduction, limitation, impairment, termination, defense or\nrecoupment whatsoever by reason of, or be otherwise diminished by, any of the\nfollowing: (a) any extension, modification or renewal of, or indulgence with\nrespect to, or substitution for, the Senior Debt or any part thereof or any\nagreement relating thereto at any time; (b) any failure or omission to perfect\nor maintain any lien or security interest on, or preserve rights to, any\nsecurity or collateral or to enforce any right, power or remedy with respect to\nthe Senior Debt or any part thereof or any agreement relating thereto, or any\ncollateral securing the Senior Debt or any part thereof; (c) any waiver of any\nright, power or remedy or of any default with respect to the Senior Debt or any\npart thereof or any agreement relating thereto or with respect to any collateral\nsecuring the Senior Debt or any part thereof; (d) any release, surrender,\ncompromise, settlement, waiver, subordination or modification, with or without\nconsideration, of, any collateral securing the Senior Debt or any part thereof,\nany guaranties with respect to the Senior Debt or any part thereof, or any other\nobligations of any person or entity with respect to the Senior Debt or any part\nthereof; (e) the enforceability or validity of the Senior Debt or any part\nthereof or the genuineness, enforceability or validity of any agreement relating\nthereto or with respect to any collateral securing the Senior Debt or any part\nthereof; (f) any Senior Facility Representative's election, in any case or\nproceeding instituted under chapter 11 of the United States Bankruptcy Code, of\nthe application of section 1111(b)(2) of the United States Bankruptcy Code; (g)\nany borrowing, use of cash collateral, or grant of a security interest by the\nBorrowers, as debtor in possession, under section 363 or 364 of the United\nStates Bankruptcy Code; or (h) the disallowance of all or any portion of any of\nthe Agent's or the Lenders' claims for repayment of the Senior Debt under\nsection 502 or 506 of the United States Bankruptcy Code. The Senior Facility\nRepresentatives may direct the\n\n -34-\n\n\n\nMaster Collateral Agent to take any action or exercise any remedy with respect\nto any Collateral from time to time and at any time in their sole discretion,\nwithout notice to the Junior Creditors. The terms of this Agreement, the\nsubordination effected hereby, and the rights and the obligations of the Junior\nCreditors, the Borrowers, and the Senior Creditors arising hereunder shall not\nbe affected, modified or impaired in any manner or to any extent by: (a) any\namendment or modification of or supplement to the any Senior Facility Agreement\nor any Junior Facility Agreement; (b) the validity or enforceability of any of\nsuch documents; or (c) any exercise or non-exercise of any right, power or\nremedy under or in respect of the Senior Debt or the Junior Debt or any of the\ninstruments or documents referred to in clause (a) above. The Junior Creditors\nhereby acknowledge that the provisions of this Agreement are intended to be\nenforceable at all times, whether before the commencement of, after the\ncommencement of, in connection with or premised on the occurrence of a\nProceeding.\n\n (j) No Contest. The Junior Creditors agree that they will not at any\ntime contest the validity, perfection, priority or enforceability of the Senior\nDebt or the Senior Facility Agreements or the rights of the holders of the\nSenior Debt in the Collateral hereunder.\n\n Section 18 Term Of Agreement. This Agreement shall be terminated\nupon the final indefeasible payment of all Obligations and the termination of\nthe Senior Facility Agreements and the Junior Facility Agreements.\n\n Section 19 Notices. All demands, notices and communications\nrelating to this Agreement shall be in writing and shall be deemed to have been\nduly given when received by the other party or parties at the address shown on\nSchedule I or in the Joinder Supplement by which they became a party hereto,\nwhether by personal delivery, express delivery or facsimile, or such other\naddress as may hereafter be furnished to the other party or parties by like\nnotice. Any such demand, notice or communication hereunder shall be deemed to\nhave been received on the date delivered to or received at the premises of the\naddressee.\n\n Section 20 GOVERNING LAW; VENUE; CONSENT TO JURISDICTION.\n\n (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH\nAND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS\nCONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW\nYORK GENERAL OBLIGATIONS LAW).\n\n (B) VENUE FOR ANY ACTION BROUGHT UNDER THIS AGREEMENT\nMAY BE IN ANY NEW YORK STATE COURT OR FEDERAL DISTRICT COURT SITTING IN NEW YORK\nCOUNTY, NEW YORK. EACH PARTY TO THIS AGREEMENT HEREBY CONSENTS TO THE\nJURISDICTION OF SUCH COURT.\n\n Section 21 Assignment. Except as expressly permitted herein, no\nparty to this Agreement may assign its rights or delegate its obligations under\nthis Agreement without the express written consent of the other parties.\n\n -35-\n\n\n\n Section 22 Counterparts. For the purpose of facilitating the\nexecution of this Agreement and for other purposes, this Agreement may be\nexecuted simultaneously in any number of counterparts, each of which shall be\ndeemed to be an original, and together shall constitute and be one and the same\ninstrument.\n\n Section 23 Headings. The section headings are not part of this\nAgreement and shall not be used in its interpretation.\n\n Section 24 Third Party Beneficiaries. It is hereby agreed by the\nparties hereto that the Secured Parties are, and are intended to be, third party\nbeneficiaries under this Agreement with the right to enforce this Agreement as\nif such Secured Parties were parties hereto.\n\n Section 25 Defaults; Certain Remedies.\n\n (a) Event of Default. An \"Event of Default\" shall exist under this\nAgreement if there exists an \"Senior Default\" or \"Junior Default\". For the\npurpose of this Agreement, a \"Default\" shall mean any occurrence or condition\nwhich, with the giving of notice or the passage of time, or both, would be an\nEvent of Default. Unless and until the Master Collateral Agent has actual\nknowledge that an Event of Default shall have occurred and is continuing, the\nMaster Collateral Agent shall not take any action under this Agreement except\nfor the performance of such duties as are specifically set forth herein and\nexcept as may be set forth from time to time in written instructions by the\nRequired Facility Representatives in accordance with this Agreement, and upon\nreceipt of such written instruction, the Master Collateral Agent shall give such\nnotice or direction or exercise such right, remedy or power hereunder as shall\nbe specified in such instruction.\n\n (b) Notice of Event of Default; Control by Required Facility\nRepresentatives. If the Master Collateral Agent has actual knowledge that an\nEvent of Default shall have occurred, the Master Collateral Agent shall give\nprompt notice thereof to each Facility Representative; and if and for so long as\nthe Master Collateral Agent shall not have actual knowledge that such Event of\nDefault shall no longer be continuing, the Master Collateral Agent shall\nexercise such rights, powers and remedies (whether vested in it by this\nAgreement or by law or in equity or by statute or otherwise) for the protection\nand enforcement of its rights under this Agreement as the Master Collateral\nAgent may be directed in writing by the Required Facility Representatives in\naccordance with this Agreement, and in such exercise shall use the same degree\nof care and skill as a prudent person would use under the circumstances in the\nconduct of such person's own affairs. The Required Facility Representatives, by\nan instrument or instruments in writing executed and delivered to the Master\nCollateral Agent, shall have the right to direct the method and place of\nconducting the action to be taken by the Master Collateral Agent in connection\nwith the protection and enforcement of the Master Collateral Agent's rights\nunder this Agreement.\n\n (c) Default Remedies. If any one or more Events of Default exist and\nshall be continuing, the Master Collateral Agent shall have the right to proceed\nto protect and enforce its\n\n -36-\n\n\n\nrights hereunder by exercising all or any of the rights and remedies available\nto it under applicable law (either by suit in equity or by action at law or by\nany other appropriate proceeding) and all or any of the rights and remedies\nconferred in this Agreement, whether for the specific performance of any\ncovenant or agreement herein or therein contained or in execution or aid of any\npower herein or therein granted, or for foreclosure thereunder, in such order as\nthe Master Collateral Agent may determine in its sole discretion (subject to the\ndirection of the Required Facility Representatives pursuant to Section 25(b)).\nNo power, right or remedy conferred on the Master Collateral Agent in this\nAgreement is intended to be exclusive of any other right, power or remedy and\neach and every right and remedy shall be cumulative and shall be in addition to\nevery other right or remedy given herein or now or hereafter existing at law or\nin equity or by statute or otherwise. The Master Collateral Agent shall, at the\nwritten direction of the Required Facility Representatives, also do one or more\nof the following (subject to Section 12 hereof):\n\n (i) institute proceedings in its own name and on behalf of the\n Secured Parties as Master Collateral Agent for the collection of all\n amounts then payable on the Senior Debt and\/or the Junior Debt with\n respect thereto, whether by declaration or otherwise, enforce any\n judgment obtained, and collect from the Borrowers and any other obligor\n upon such debt moneys adjudged due;\n\n (ii) institute proceedings from time to time for the complete or\n partial foreclosure upon the Collateral;\n\n (iii) exercise any remedies of a secured party under the UCC and\n take any other appropriate action to protect and enforce the right and\n remedies of the Master Collateral Agent and the Secured Parties; and\n\n (iv) sell the Collateral or any portion thereof or rights or\n interest therein, at one or more public or private sales called and\n conducted in any manner permitted by law.\n\n (d) Bankruptcy Proceeding. If there shall be pending a case or\nproceedings in bankruptcy with respect to, or for the reorganization or\narrangement of, any Borrower under any bankruptcy or insolvency law or in case a\nconservator, liquidator, custodian, receiver or trustee shall have been\nappointed for any Borrower or any of the Collateral, the Master Collateral Agent\nmay, but, unless requested in writing by the Required Facility Representatives,\nshall not (subject to Section 25(b)) be obligated to, file such proofs of claim\nand other papers or documents as may be necessary or advisable in order to have\nthe claims of the Secured Parties allowed in such case or proceeding for the\nObligations at the date of the institution of such case or proceeding, and for\nany additional amounts that may become due and payable under any of the Senior\nFacility Agreements or Junior Facility Agreements or other document or\ninstrument creating or evidencing any Obligation after such date and to\notherwise protect and assert its rights, liens and security interests in, under\nand to the Collateral. The Master Collateral Agent may, but, unless requested in\nwriting by the Required Facility Representatives, shall not (subject to Section\n25(b))\n\n -37-\n\n\n\nbe obligated to, and unless prohibited by applicable law and regulations, vote\n(as directed by the Required Facility Representatives) on behalf of the Secured\nParties in any election of a trustee, a standby trustee or person performing\nsimilar functions in any such case or proceeding. No provision of this Agreement\nshall be deemed to authorize the Master Collateral Agent to authorize or consent\nto or accept or adopt on behalf of any Secured Party any plan of reorganization,\narrangement, adjustment or composition affecting the Senior Debt or the Junior\nDebt or the rights of any Secured Party or to authorize the Master Collateral\nAgent to vote in respect of the claim of any Secured Party in any such\nproceeding.\n\n (e) Delay or Omission; No Waiver. No course of dealing or failure or\ndelay by the Master Collateral Agent in exercising any right, power or remedy\nshall impair such right, power or remedy or operate as a waiver thereof or\notherwise prejudice the Master Collateral Agent's rights, powers and remedies.\nEvery right and remedy given hereby, by any other document or instrument\ncreating or evidencing any Obligation or by law to the Master Collateral Agent\nmay be exercised from time to time as often as may be deemed expedient by the\nMaster Collateral Agent.\n\n (f) Restoration of Rights and Remedies. If the Master Collateral Agent\nshall have instituted any proceeding to enforce any right or remedy under this\nAgreement and such proceeding shall have been discontinued or abandoned for any\nreason, or shall have been determined adversely to the Master Collateral Agent,\nthen and in every such case the Master Collateral Agent, the Borrowers and the\nSecured Parties shall, subject to any determination in such proceeding, be\nrestored severally and respectively to their former positions hereunder, and\nthereafter all rights and remedies of the Master Collateral Agent shall continue\nas though no such proceeding had been instituted.\n\n (g) Application of Proceeds. The proceeds of any exercise of rights\nwith respect to the Collateral, or any part thereof, shall be paid to and\napplied as follows:\n\n (i) FIRST, to the payment of (i) costs and expenses of\n foreclosure or suit, if any, and of any sale, and of all proper\n expenses, liabilities and advances, including legal expenses and\n reasonable attorneys' fees, incurred or made hereunder by the Master\n Collateral Agent, (ii) any fees, expenses, disbursements, advances or\n liabilities due and unpaid to the Master Collateral Agent under\n Section 8 and (iii) all taxes, assessments or liens superior to the\n liens hereunder, except any taxes, assessments or other superior lien\n subject to which such sale may have been made;\n\n (ii) SECOND, to the payment of all accrued and unpaid interest on\n the Senior Debt and, in case such proceeds shall be insufficient to pay\n in full such amounts so unpaid, then ratably according to the aggregate\n accrued and unpaid interest under each Senior Facility Agreement;\n\n (iii) THIRD, to the payment of the principal outstanding on the\n Senior Debt and, in case such proceeds shall be insufficient to pay\n such principal amounts in full, then\n\n -38-\n\n\n\n ratably according to the unpaid principal amounts with respect to each\n Senior Facility Agreement; and\n\n (iv) FOURTH, to the payment of any other amounts accrued and\n unpaid with respect to the Senior Debt and, in case such proceeds shall\n be insufficient to pay such amounts in full, then ratably according to\n the outstanding amounts under each Senior Facility Agreement; and\n\n (v) FIFTH, to the payment of all accrued and unpaid interest on\n the Junior Debt and, in case such proceeds shall be insufficient to pay\n in full such amounts so unpaid, then ratably according to the aggregate\n accrued and unpaid interest under each Junior Facility Agreement;\n\n (vi) SIXTH, to the payment of the principal outstanding on the\n Junior Debt and, in case such proceeds shall be insufficient to pay\n such principal amounts in full, then ratably according to the Junior\n Facility Outstanding Amounts under each Junior Facility Agreement; and\n\n (vii) SEVENTH, to the payment of any other amounts accrued and\n unpaid with respect to the Junior Debt and, in case such proceeds shall\n be insufficient to pay such amounts in full, then ratably according to\n the outstanding amounts under each Junior Facility Agreement; and\n\nthe surplus, if any, shall be paid to the Borrowers, its or their successors and\nassigns, or to whomsoever may be lawfully entitled to receive the same.\n\n (h) Limitations on Suits. Anything contained herein to the contrary\nnotwithstanding, no Facility Representative shall have the right to institute\nany suit, action or proceeding at law or in equity, for the execution of any\ntrust or power hereof or for any other remedy under or upon this Agreement,\nunless:\n\n (i) such Facility Representative shall have previously given the\n Master Collateral Agent written notice of the occurrence of an Event of\n Default;\n\n (ii) the Required Facility Representatives shall have made\n written request upon the Master Collateral Agent to exercise such\n powers or enforce such remedies or institute such action, suit or\n proceeding in its own name; and\n\n (iii) the Master Collateral Agent shall have refused or failed to\n comply with such request for a period of 10 days after such written\n request shall have been received by it.\n\n Such notification, request, and refusal or omission are hereby\ndeclared, in every case, to be conditions precedent to the exercise by any\nFacility Representative of any remedy hereunder;\n\n -39-\n\n\n\nit being understood and intended that no one or more of the Facility\nRepresentatives shall have any right in any manner whatever by his or their\naction to enforce any right under this Agreement, except in the manner herein\nprovided, and that all judicial proceedings to enforce any provision hereof\nshall be instituted, had and maintained in the manner herein provided and for\nthe benefit of all Secured Parties, as provided for herein.\n\n (i) Sharing.\n\n (i) Remittance of Proceeds of Collateral. If any Secured Party\n shall obtain any cash proceeds of the Collateral otherwise than through\n a distribution from the Master Collateral Agent pursuant to the terms\n hereof, then such Secured Party shall, promptly after receipt thereof,\n remit, or cause the related Facility Representative to remit, such cash\n proceeds to the Master Collateral Agent. The Master Collateral Agent\n shall, promptly after receipt of such cash proceeds, disburse the\n amount so remitted to it as provided in Section 25(g), in the order of\n priority set forth therein. Any such cash proceeds shall not be deemed\n to have satisfied any obligations in respect of which it was originally\n received by such Secured Party but rather shall be deemed to have\n satisfied, to the extent of the amount of such proceeds, the\n obligations to which such cash proceeds are applied as provided for in\n Section 25(g).\n\n (ii) Return of Proceeds. If any Secured Party that has remitted\n cash proceeds of Collateral to the Master Collateral Agent pursuant to\n the preceding paragraph (i) shall thereafter be required to repay such\n proceeds to the original payor thereof, such Secured Party shall have a\n lien on the Collateral, prior to the lien securing the Obligations,\n securing the repayment of the proceeds so remitted to the Master\n Collateral Agent (less any portion thereof distributed to such Secured\n Party pursuant to 25(g)), provided that, upon request by such Secured\n Party to the Master Collateral Agent, the Master Collateral Agent shall\n request each Facility Representative to whom such proceeds were\n disbursed to remit such proceeds to the Master Collateral Agent and\n each Facility Representative shall promptly comply with such request.\n\n (iii) Sharing. Except as otherwise provided in paragraph (i) and\n (ii), if any Secured Party shall obtain any Collateral, proceeds of\n Collateral or any other property as security for the payment of any\n Obligation held by it, such Secured Party shall promptly thereafter\n take such actions as shall be necessary to transfer such property to\n the Master Collateral Agent as security for all of the Obligations or\n otherwise to share equitably the benefit of such property with all\n Secured Parties.\n\n (j) In any proceedings brought by the Master Collateral Agent to\nenforce the Liens hereunder (and also any proceedings involving the\ninterpretation of any provision hereof), the Master Collateral Agent shall be\nheld to represent all the Secured Parties, and it shall not be necessary to make\nany Secured Party a party to any such proceedings.\n\n -40-\n\n\n\n Section 26 Limited Liability of Master Collateral Agent.\n\n It is expressly understood and agreed by the parties hereto that (a) this\nAgreement is executed and delivered by Deutsche Bank Trust Company Americas, not\nindividually or personally but solely as Master Collateral Agent, in the\nexercise of the powers and authority conferred and vested in it, (b) the\nrepresentations, undertakings and agreements herein made on the part of the\nMaster Collateral Agent are made and intended not as personal representations,\nundertakings and agreements by Deutsche Bank Trust Company Americas, but are\nmade and intended for the purpose of binding only the Master Collateral Agent,\nand (c) under no circumstances shall Deutsche Bank Trust Company Americas be\npersonally liable for the payment of any indebtedness or expenses of the Master\nCollateral Agent or be liable for the breach or failure of any obligation,\nrepresentation, warranty or covenant made or undertaken by the Master Collateral\nAgent under this Agreement.\n\n Section 27 Amendments. The Required Senior Facility Representatives,\nthe Required Junior Facility Representatives, the Master Collateral Agent, ACFS\nand the Borrowers may, from time to time, enter into written amendments,\nsupplements, modifications, waivers and consents of or to this Agreement;\nprovided, however, that:\n\n (a) S&P shall have confirmed in writing that such amendment,\nsupplement, modification, waiver or consent will not result in the reduction or\nwithdrawal of any rating on any Senior Facility Agreement;\n\n (b) no such amendment, supplement, modification, waiver or consent\nshall, (i) amend Section 6 in a manner adverse to the parties to the Senior\nFacility Agreements or change the definition of \"Required Senior Facility\nRepresentatives\" without the consent of all Senior Facility Representatives,\n(ii) amend Section 6 in a manner adverse to the parties to the Junior Facility\nAgreements or change the definition of \"Required Junior Facility\nRepresentatives\" without the consent of all Junior Facility Representatives,\n(iii) release all or any part of the Collateral without the consent of each\nFacility Representative, or (iv) change the provisions of this Section 27 or\nchange the definition of \"Required Facility Representatives\" without the consent\nof each Facility Representative; and\n\n (c) without the written consent of the Master Collateral Agent, no\nsuch amendment, supplement, modification or waiver shall amend, modify or waive\nany provision of Section 11 or 12 or otherwise change any of the rights or\nobligations of the Master Collateral Agent hereunder or reduce the rate of, or\nextend the date of payment for, any fee payable to the Master Collateral Agent\nhereunder.\n\n -41-\n\n\n\n Any such amendment, supplement, modification or waiver shall apply\nequally to each of the Secured Parties and shall be binding the Secured Parties,\nthe Facility Representatives, the Master Collateral Agent, the Borrowers and\nACFS. In the case of any waiver, the parties shall be restored to their former\nposition and rights hereunder to the extent provided for in such waiver. This\nAgreement may not be amended orally or by any course of conduct.\n\n [Signature Page Follows]\n\n -42-\n\n\n\n IN WITNESS WHEREOF, the parties hereto have caused their duly\nauthorized representatives to hereunto set their hand as of the day and year\nfirst above written.\n\n DEUTSCHE BANK TRUST COMPANY\n AMERICAS, not in its individual\n capacity but solely as Revolver\n Administrative Agent and Revolver\n Collateral Agent\n\n By: \/s\/\n ---------------------------------\n Name:\n Title:\n\n\n By: \/s\/\n ---------------------------------\n Name:\n Title:\n\n AFS FUNDING CORP.\n\n By: \/s\/\n ---------------------------------\n Name:\n Title:\n\n AFS SENSUB CORP.\n\n By: \/s\/\n ---------------------------------\n Name:\n Title:\n\n AMERICREDIT FINANCIAL SERVICES, INC.\n\n By: \/s\/\n ---------------------------------\n Name:\n Title:\n\n\n\n\n\n\n DEUTSCHE BANK TRUST COMPANY AMERICAS,\n not in its individual capacity but\n solely as Master Collateral Agent\n\n\n By: \/s\/\n ----------------------------------\n Name:\n Title:\n\n\n By: \/s\/\n ----------------------------------\n Name:\n Title:\n\n [Signature Page to Master Collateral and Intercreditor Agreement]\n\n -44-\n\n\n\n\n\n\n\n EXHIBIT A\n\n FORM OF JOINDER SUPPLEMENT\n\n\n\n EXHIBIT B\n\n FORM OF SENIOR BORROWING BASE CERTIFICATE\n\n\n\n EXHIBIT C\n\n FORM OF MCA SERVICER'S CERTIFICATE\n\n\n\n SCHEDULE I\n\n NOTICE ADDRESSES\n\n\n\n ANNEX 1\n\n CALCULATION OF SENIOR BORROWING BASE\n\nThe Senior Borrowing Base will be determined based on a cash flow model\ncalculated as set forth below. ACFS will initially make each calculation (or\nengage a Person to make such calculation on its behalf) of the Senior Borrowing\nBase, and the Master Collateral Agent will confirm each such calculation.\n\nS&P will provide \"Modeling Assumptions\" (described below) for each Designated\nTerm Series at or before closing. Upon each addition to the Designated Term\nSeries, S&P will provide Modeling Assumptions for the additional Series. S&P\nwill provide revised Modeling Assumptions if necessary.\n\nThe \"Modeling Assumptions\" will be, collectively, the Expected Cumulative Loss\nExpectation, Loss Multiple, the Loss Horizon and the Additional Modeling\nAssumptions.\n\nThe model inputs will be based on (i) collateral and bond information as for the\nlast available month for all outstanding Designated Term Series and (ii) the\ncollateral and bond information for an additional Designated Term Series after\npricing described under the headings \"Collateral Characteristics\" and\n\"Securities Characteristics\" below.\n\nThe following lists details the inputs and modeling assumptions to be included\nin the calculation of the Senior Borrowing Base:\n\nCollateral Characteristics:\n\nWith respect to each Designated Term Series, the weighted average coupon,\nweighted average original maturity, weighted average remaining maturity and the\ntotal pool outstanding will be provided by the Borrowers. (For a new Designated\nTerm Series with a pre-funding account, the collateral characteristics described\nin the offering documents for such Series will be used with respect to the full\nface amount of such Designated Term Series for modeling purposes.)\n\nSecurities Characteristics\n\nThe Borrowers will provide (a) the weighted average coupon on all outstanding\nnotes and certificates to be issued under such Designated Term Series, which\nshall be calculated based on amounts outstanding as of (i) for outstanding\nDesignated Term Series, the last amount outstanding as of the related\ncalculation date and (ii) for the new Designated Term Series, the amounts and\ncoupons to be in effect on the closing date of such Designated Term Series\n(assuming the full face amount of such notes and certificates for modeling\npurposes) and (b) the outstanding face amount of all such outstanding notes and\ncertificates.\n\n\n\nExpected Cumulative Loss Expectation\n\nInitially, for all Designated Term Series, the Expected Cumulative Loss\nExpectation is 10.5%.\n\nActual Losses to Date\n\nACFS will provide, on a monthly basis, actual realized losses for each\nDesignated Term Series.\n\nExpected Remaining Losses\n\nExpected Remaining Losses, individually for each Designated Term Series, will\nequal the Expected Cumulative Loss Expectation minus Actual Losses to Date.\n\nSenior Loss Multiple\n\nInitially, the Senior Loss Multiple will be 1.8.\n\nLoss Horizon\n\nInitially, the Loss Horizon will be:\n\nMonths % of Total Remaining Losses\n------ ---------------------------\n1 - 12 40%\n13 - 24 40%\n25 - 36 20%\n\nTransactions seasoned less than 12 months - the original loss assumption for\nmonths 13-36 will still apply; the remaining losses to come will be spread\nevenly over the remaining months in the first year and will equal the difference\nof (i) the product of (a) the Expected Cumulative Loss Expectation and (b) the\noriginal collateral balance plus any pre-funding and (ii) the sum of (a) the net\ncumulative losses to date and (b) net cumulative losses allocated to months\n13-36.\n\nTransactions seasoned between 12 and 24 months - the original loss assumption\nfor months 25-36 will still apply; the remaining losses to come will be spread\nevenly over the remaining months in the second year and will equal the\ndifference of (i) the product of (a) the Expected Cumulative Loss Expectation\nand (b) the original collateral balance plus any pre-funding and (ii) the sum of\n(a) the net cumulative losses to date and (b) net cumulative losses allocated to\nmonths 25-36.\n\n -2-\n\n\n\nTransactions seasoned over 24 months - the remaining losses to come will be\nspread evenly over the next 12 months and will equal the difference of (i) the\nproduct of (a) the Expected Cumulative Loss Expectation and (b) the original\ncollateral balance plus any pre-funding and (ii) the net cumulative losses to\ndate.\n\nSenior Sub Transactions\n\nInitially the Senior Sub Transactions will be comprised of the following Term\nsecuritizations:\n\nAmeriCredit Automobile Receivables Trust 2000-1\nAmeriCredit Automobile Receivables Trust 2001-1\nAmeriCredit Automobile Receivables Trust 2002-1\n\nSenior Borrowing Base Calculation\n\nUsing the Modeling Assumptions for each Designated Term Series and applying the\nSenior Loss Multiple to the Expected Remaining Losses, a schedule of monthly\ncash flows will be determined.\n\nA schedule (the \"FSA Scheduled Cash Flows\") of aggregate monthly residual cash\nflows for the Designated FSA Series for the period from the date of\ndetermination to the date which is 60 months after such date of determination\nwill be determined assuming a trigger event occurs under the related Series\nTransaction Documents occurs immediately and cash is withheld until such time as\ntrigger event is satisfied.\n\nA schedule (the \"Other Wrapped Scheduled Cash Flows\") of aggregate monthly\nresidual cash flows for the Designated Non-FSA Series for the period from the\ndate of determination to the date which is 60 months after such date of\ndetermination will be determined assuming the most stringent trigger events\noccur immediately.\n\nThe Senior Borrowing Base will be the sum of (a) aggregated schedules of\nresidual cash flows from the Senior Sub Transactions for the period from the\ndate of determination to the date which is 60 months after such date of\ndetermination, the FSA Scheduled Cash Flows and the Other Wrapped Scheduled Cash\nFlows and (b) the outstanding principal amount of BBB\/Baa2 rated Asset Backed\nSecurities each of which meet the criteria for \"Eligible Security\" under the\nRevolver Credit Agreement but are not pledged to the Revolver Collateral Agent\nand are pledged to the Master Collateral Agent and (c) cash and A-1\/P1 rated\ninvestments held by the Master Collateral Agent as Collateral hereunder.\n\nAdditional Modeling Assumptions\n\n -3-\n\n\n\nPrepayment Speed 1.3% ABS\nRecovery % 45%\nRecovery Lag 0 months (all deals seasoned)\nServicing Fee 2.25%\nFSA Premium 0.25%\nFSA Default Premium 0.50%\nReinsurance Premium 4.50%\nSpread Account Reinvestment % 1.50%\nCall % 0%\n\nFor transactions with floating rate tranches, the underlying deal employs in the\nstructure either an interest rate cap or interest rate swap. If the tranche\nbenefits from an interest rate cap, Libor will be stressed to a BBB- level as\ndetermined by S&P. If the tranche benefits from an interest rate swap, the swap\nrate will be used.\n\nAll other modeling assumptions were based on each deal's structure (i.e., bond\ncoupons, spread account %'s, etc...) and June 2002 distribution data (i.e.,\ncurrent pool balance, current losses, etc...)\n\n -4-\n\n\n\n Table of Contents\n -----------------\n\n<\/pre>\n
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\nSECTION 1 DEFINITIONS …………………………………………….. 2<\/p>\nSECTION 2 APPOINTMENT OF MASTER COLLATERAL AGENT …………………….. 15<\/p>\n
SECTION 3 BORROWERS’ GRANT OF SECURITY INTEREST ……………………… 15<\/p>\n
SECTION 4 BORROWERS REMAIN LIABLE ………………………………….. 17<\/p>\n
SECTION 5 COVENANTS REGARDING THE COLLATERAL ………………………… 17<\/p>\n
SECTION 6 DISTRIBUTIONS …………………………………………… 21<\/p>\n
SECTION 7 THE COLLATERAL ACCOUNT; INVESTMENTS ……………………….. 22<\/p>\n
SECTION 8 FEES AND EXPENSES ……………………………………….. 24<\/p>\n
SECTION 9 REPRESENTATIONS AND WARRANTIES OF THE MASTER
\nCOLLATERAL AGENT ………………………………………………….. 25<\/p>\n
SECTION 10 RESIGNATION BY AND REMOVAL OF THE MASTER COLLATERAL
\nAGENT; SUCCESSOR MASTER COLLATERAL AGENT …………………………….. 25<\/p>\n
SECTION 11 INDEMNITY ……………………………………………… 26<\/p>\n
SECTION 12 LIMITATIONS OF LIABILITY ………………………………… 27<\/p>\n
SECTION 13 ADDITION OF SENIOR FACILITY AGREEMENTS ……………………. 29<\/p>\n
SECTION 14 INCREASE AND DECREASE OF SENIOR FACILITY NOTIONAL
\nAMOUNTS ………………………………………………………….. 29<\/p>\n
SECTION 15 ADDITION OF JUNIOR FACILITY AGREEMENTS ……………………. 30<\/p>\n
SECTION 16 JUNIOR FACILITY DISTRIBUTIONS ……………………………. 31<\/p>\n
SECTION 17 SUBORDINATION ………………………………………….. 31
\n<\/c><\/s><\/caption>\n<\/table>\n
i<\/p>\n
Table of Contents
\n —————–
\n (continued<\/p>\n
\n\n Page
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\nSECTION 18 TERM OF AGREEMENT ………………………………………….. 35<\/p>\nSECTION 19 NOTICES …………………………………………………… 35<\/p>\n
SECTION 20 GOVERNING LAW; VENUE; CONSENT TO JURISDICTION …………………. 35<\/p>\n
SECTION 21 ASSIGNMENT ………………………………………………… 35<\/p>\n
SECTION 22 COUNTERPARTS ………………………………………………. 36<\/p>\n
SECTION 23 HEADINGS ………………………………………………….. 36<\/p>\n
SECTION 24 THIRD PARTY BENEFICIARIES …………………………………… 36<\/p>\n
SECTION 25 DEFAULTS; CERTAIN REMEDIES ………………………………….. 36<\/p>\n
SECTION 26 LIMITED LIABILITY OF MASTER COLLATERAL AGENT ………………….. 41<\/p>\n
SECTION 27 AMENDMENTS ………………………………………………… 41
\n<\/c><\/s><\/caption>\n<\/table>\n
EXHIBITS
\nA Form of Joinder Supplement
\nB Form of Senior Borrowing Base Certificate
\nC Form of MCA Servicer’s Certificate<\/p>\n
SCHEDULES<\/p>\n
I Notice Addresses<\/p>\n
ANNEXES<\/p>\n
1 Calculation of Senior Borrowing Base<\/p>\n
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