{"id":41238,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/receivables-financing-agreement-americredit-warehouse-trust.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"receivables-financing-agreement-americredit-warehouse-trust","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/receivables-financing-agreement-americredit-warehouse-trust.html","title":{"rendered":"Receivables Financing Agreement &#8211; AmeriCredit Warehouse Trust, AmeriCredit Financial Services Inc., AmeriCredit Funding Corp., AmeriCredit Corp. of California, Credit Suisse First Boston and Bank One NA"},"content":{"rendered":"<pre>\n                        RECEIVABLES FINANCING AGREEMENT\n\n                          dated as of March 31, 1999\n\n                                     among\n\n                         AMERICREDIT WAREHOUSE TRUST,\n\n                                  as Borrower\n\n                     AMERICREDIT FINANCIAL SERVICES, INC.,\n\n                  individually and as Servicer and Custodian,\n\n                          AMERICREDIT FUNDING CORP.,\n\n                    AMERICREDIT CORPORATION OF CALIFORNIA,\n\n                          THE LENDERS PARTIES HERETO,\n\n                 CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,\n\n                                   as Agent,\n\n                                      and\n\n                                BANK ONE, N.A.,\n\n                    as Backup Servicer and Collateral Agent\n\n \n                                                                          Page 2\n\n                        RECEIVABLES FINANCING AGREEMENT\n                        -------------------------------\n\n     THIS RECEIVABLES FINANCING AGREEMENT is made and entered into as of March\n31, 1999, among AMERICREDIT WAREHOUSE TRUST, a Delaware business trust (the\n\"Borrower\"), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation,\n---------                                                                 \nindividually (\"AFS\") and as initial Servicer and Custodian, AMERICREDIT FUNDING\n               ---                                                             \nCORP., a Delaware corporation (\"AFC\"), AMERICREDIT CORPORATION OF CALIFORNIA, a\n                                ---                                            \nCalifornia corporation (\"ACC\"), each NONCOMMITTED LENDER (as hereinafter\n                         ---                                            \ndefined) FROM TIME TO TIME PARTY HERETO, each COMMITTED LENDER (as hereinafter\ndefined) FROM TIME TO TIME PARTY HERETO, CREDIT SUISSE FIRST BOSTON, NEW YORK\nBRANCH (\"CSFB\"), as agent (the \"Agent\") for the Lenders (as hereinafter\n         ----                   -----                                  \ndefined), and BANK ONE, N.A., a national banking association as Backup Servicer\nand Collateral Agent.\n\n                                  BACKGROUND\n\n     1.   The Borrower desires that the Lenders extend financing to the Borrower\non the terms and conditions set forth herein.\n\n     2.   The Lenders are willing to provide such financing on the terms and\nconditions set forth in this Agreement.\n\n     NOW, THEREFORE, in consideration of the premises and the mutual agreements\nherein contained, the parties hereto agree as follows:\n\n                                  ARTICLE  I\n\n                                  DEFINITIONS\n\n     SECTION 1.1  Defined Terms. As used in this Agreement, the following terms\n                  -------------     \nhave the following meanings:\n\n     \"ACC\" has the meaning set forth in the Preamble.\n      ---                                   -------- \n\n     \"Accountants' Report\" has the meaning set forth in Section 8.11(a).\n      -------------------                               --------------- \n\n     \"Accrued Expenses\" means, on any day, the aggregate of all Yield, Usage\n      ----------------                                                      \nFee, Backup Servicer Fee and Servicing Fee accrued and unpaid on such day.\n\n     \"Adjusted Commitment Percentage\" means, for a Committed Lender with respect\n      ------------------------------                                            \nto a specific Noncommitted Lender, the Commitment of such Committed Lender as a\npercentage of the Maximum Purchase Amount of such Noncommitted Lender.\n\n     \"Advance\" means any amount disbursed by any Lender to the Borrower under\n      -------                                                                \nthis \n\n \n                                                                          Page 3\n\nAgreement.\n\n     \"Advance Date\" means the date any Advance is made under Section 2.3.\n      ------------                                           ----------- \n\n     \"Advance Request\" has the meaning set forth in Section 2.2.\n      ---------------                               ----------- \n\n     \"Adverse Claim\" means any claim of ownership or any Lien, title retention,\n      -------------                                                            \ntrust or other charge or encumbrance, or other type of preferential arrangement\nhaving the effect or purpose of creating a Lien, other than the security\ninterest created under this Agreement.\n\n     \"AFC\" has the meaning set forth in the Preamble.\n      ---                                   -------- \n\n     \"Affected Person\" has the meaning set forth in Section 6.1(a).\n      ---------------                               -------------- \n\n     \"Affiliate\" of any Person means any other Person that directly or\n      ---------                                                       \nindirectly controls, is controlled by or is under common control with such\nPerson (excluding any trustee under, or any committee with responsibility for\nadministering, any employee benefit plan). A Person shall be deemed to be\n\"controlled by\" any other Person if such other Person controls such Person\nwithin the meaning of Section 15 of the Securities Act of 1933, as amended, or\nSection 20 of the Exchange Act.\n\n     \"AFS\" has the meaning set forth in the Preamble.\n      ---                                   -------- \n\n     \"Agent\" has the meaning set forth in the Preamble.\n      -----                                   -------- \n\n     \"Agent's Account\" has the meaning set forth in Section 5.1.\n      ---------------                               ----------- \n\n     \"Aggregate Outstanding Principal Balance\" means, with respect to any group\n      ---------------------------------------                                  \nof Receivables as of any day, the sum of the outstanding Principal Balances of\nall such Receivables as at the close of business on the immediately preceding\nday.\n\n     \"Agreement\" means this Receivables Financing Agreement (including the Fee\n      ---------                                                               \nLetter and the Joinder Supplements hereto), as it may be amended, supplemented\nor otherwise modified from time to time.\n\n     \"Allocations\" has the meaning set forth in Section 3.3(a).\n      -----------                               -------------- \n\n     \"Alpine Base Rate\" means a fluctuating rate per annum as shall be in effect\n      ----------------                                                          \nfrom time to time, which rate shall be at all times equal to the highest of:\n\n               (a)  the rate of interest announced publicly by the Alpine\n                         Funding Agent in New York, New York, from time to time\n                         as the Alpine Funding Agent's base commercial lending\n                         rate;\n\n \n                                                                          Page 4\n\n               (b)  1\/2 of one percent above the latest three-week moving\n                         average of secondary market morning offering rates in\n                         the United States for three-month certificates of\n                         deposit of major United States money market banks, such\n                         three-week moving average being determined weekly on\n                         each Monday (or, if such day is not a business day, on\n                         the next succeeding business day) for the three-week\n                         period ending on the previous Friday by the Alpine\n                         Funding Agent on the basis of such rates reported by\n                         certificate of deposit dealers to and published by the\n                         Federal Reserve Bank of New York or, if such\n                         publication shall be suspended or terminated, on the\n                         basis of quotations for such rates received by the\n                         Alpine Funding Agent from three New York, New York\n                         certificate of deposit dealers of recognized standing\n                         selected by the Alpine Funding Agent, in either case\n                         adjusted to the nearest 1\/4 of one percent or, if there\n                         is no nearest 1\/4 of one percent, to the next higher\n                         1\/4 of one percent; and\n\n               (c)  1\/2 of one percent above the Alpine Federal Funds Rate.\n\n     \"Alpine Federal Funds Rate\" means, for any period, a fluctuating rate per\n      -------------------------                                               \nannum equal for each day during such period to the weighted average of the rates\non overnight federal funds transactions with members of the Federal Reserve\nSystem arranged by federal funds brokers, as published for such day (or, if such\nday is not a Business Day, for the next preceding Business Day) by the Federal\nReserve Bank of New York, or, if such rate is not so published for any day which\nis a Business Day, the average of the quotations for such day on such\ntransactions received by the Alpine Funding Agent from three federal funds\nbrokers of recognized standing selected by it.\n\n     \"Alpine LIBOR Rate\" means, for any Accrual Period, a rate per annum equal\n      -----------------                                                       \nto the rate for deposits in Dollars for a term equal to such Accrual Period\n(commencing on the first day of such Fixed Period) which appears on Telerate\nPage 3750 as of 11:00 A.M. (London time) on the second Business Day prior to the\ncommencement of such Accrual Period. If such rate does not appear on Telerate\nPage 3750, a rate per annum at which deposits in Dollars are offered by the\nprincipal office of Credit Suisse First Boston in London, England to prime banks\nin the London interbank market at 11:00 A.M. (London time) two Business Days\nbefore the first day of such Accrual Period for delivery on such first day and\nfor a period equal to such Accrual Period.\n\n     \"AmeriCredit Corp.\" means AmeriCredit Corp., a Texas corporation.\n      -----------------                                               \n\n     \"AmeriCredit Score\" means, with respect to a Receivable, the credit score\n      -----------------                                                       \nfor the related Obligor, determined in accordance with the Servicing Procedures\nand Credit Manual (as in effect from time to time).\n\n \n                                                                          Page 5\n \n     \"Amount Financed\" means, with respect to a Receivable, the aggregate amount\n      ---------------                                                           \nof credit extended under such Receivable to pay, or to refinance the purchase\nprice of the Financed Vehicle and related costs, including amounts advanced in\nrespect of accessories, insurance premiums (subject to Section 8.4(c)), service\n                                                       --------------          \nand warranty contracts, other items customarily financed as part of retail\nautomobile installment sale contracts or promissory notes, and related costs.\n\n     \"Annual Percentage Rate\" or \"APR\" means, with respect to a Receivable, the\n      ----------------------      ---                                          \nrate per annum of finance charges stated in such Receivable as the \"annual\npercentage rate\" (within the meaning of the Federal Truth-in-Lending Act). If,\nafter the applicable Purchase Date, the rate per annum with respect to a\nReceivable as of such Purchase Date is reduced as a result of (a) an insolvency\nproceeding involving the relevant Obligor or (b) pursuant to the Soldiers' and\nSailors' Civil Relief Act of 1940, the \"Annual Percentage Rate\" or \"APR\" shall\nrefer to such reduced rate.\n\n     \"Available Purchase Amount\" of a Noncommitted Lender means the aggregate of\n      -------------------------                                                 \nthe unutilized Commitments of the Committed Lenders with respect to such\nNoncommitted Lender.\n\n     \"Average Servicing Portfolio\" means as of any date, the average of the\n      ---------------------------                                          \nServicing Portfolio for the six preceding Collection Periods.\n\n     \"Backup Servicer\" means Bank One, N.A. solely in its capacity as Backup\n      ---------------                                                       \nServicer, together with its permitted successors and assigns in such capacity.\n\n     \"Backup Servicer Fee\" means, for any Distribution Date, the amount payable\n      -------------------                                                      \nto each of the Backup Servicer and Collateral Agent as its regular fee on such\nDistribution Date pursuant to the Backup Servicer\/Collateral Agent Fee Letter.\n\n     \"Backup Servicer\/Collateral Agent Fee Letter\" means (a) that certain\n      -------------------------------------------                        \nschedule of fees of Bank One, N.A., acknowledged by AFS and the Borrower, and\nconsented to by the Agent, as the same may be amended, supplemented or otherwise\nmodified by the parties thereto with the consent of the Agent and (b) any letter\nagreement(s) or schedule of fees entered into by AFS and the Borrower, with the\nconsent of the Agent, with a substitute Backup Servicer and\/or Collateral Agent\nin replacement of the schedule of fees referred to in clause (a) above relating\nto fees payable to such substitute Backup Servicer and\/or Collateral Agent, as\nthe case may be.\n\n     \"Backup Servicing\/Collateral Agent Fee Rate\" has the meaning set forth in\n      ------------------------------------------                              \nthe Backup Servicer\/Collateral Agent Fee Letter.\n\n     \"Bank Rate\" for any Advance means a rate per annum equal to 1.25% per annum\n      ---------                                                                 \nabove the Eurodollar Rate for each Advance or portion thereof; provided,\n                                                               -------- \nhowever, that \n-------                     \n\n \n                                                                          Page 6\n \nin the case of\n\n          (a)  any Fixed Period on or after the first day on which a Committed\n       Lender shall have notified the Agent that the introduction of or any\n       change in or in the interpretation of any law or regulation makes it\n       unlawful, or any central bank or other governmental authority asserts\n       that it is unlawful, for such Committed Lender to fund such Advance at\n       the Bank Rate set forth above (and such Committed Lender shall not have\n       subsequently notified the Agent that such circumstances no longer\n       exist),\n\n\n          (b)  any Fixed Period of one to (and including) 29 days, in the event\n       the Eurodollar Rate is not reasonably available to the Agent for such a\n       Fixed Period,\n\n          (c)  any Fixed Period as to which the related Advance will not be\n       funded by issuance of commercial paper, as determined by the Agent (on\n       behalf of a Noncommitted Lender) later than 12:00 noon (New York City\n       time) on the second Business Day preceding the first day of such Fixed\n       Period, or \n\n          (d)  any Fixed Period for an Advance the principal amount of which\n       allocated to the Committed Lenders in the aggregate is less than\n       $1,000,000,\n\nthe \"Bank Rate\" shall be a floating rate per annum equal to the Alternate Base\n     ---------                                                                \nRate in effect on each day of such Fixed Period; provided, further, that the\n                                                 --------  -------          \nAgent (with the consent of the Lenders) and the Borrower may agree in writing\nfrom time to time upon a different \"Bank Rate.\"\n                                    ---------  \n\n     \"Bank Rate Allocation\" has the meaning set forth in Section 3.3(a).\n      --------------------                               -------------- \n\n     \"Bankruptcy Code\" means the Bankruptcy Code, 11 U.S.C. (S) 101, et seq., as\n      ---------------                                                -- ---     \namended.\n\n     \"Borrower\" has the meaning set forth in the Preamble.\n      --------                                   -------- \n\n     \"Borrower Account Collateral\" has the meaning set forth in Section 9.1(c).\n      ---------------------------                               -------------- \n\n     \"Borrower Assigned Agreements\" has the meaning set forth in Section 9.1(b).\n      ----------------------------                               -------------- \n\n     \"Borrowing Base\" means, on any day, the excess of (a) the sum of (i) the\n      --------------                                                         \nAggregate Outstanding Principal Balance as of such day of all Transferred\nReceivables which are Eligible Receivables on such day, plus (ii) the amount on\n                                                        ----                   \ndeposit in the Collateral Account on such day, plus (iii) (without duplication)\n                                               ----                            \nthe aggregate of the amount on deposit in the Collection Account available for\ndistribution pursuant to Section 3 of the Security Agreement on such day and the\namount on deposit in the Lockbox Account on such day, over (b) the Required\n                                                      ----                 \nHoldback in effect on such day.\n\n \n                                                                          Page 7\n\n     \"Borrowing Base Confirmation\" has the meaning set forth in Section 7.3(g).\n      ---------------------------                               -------------- \n\n     \"Borrowing Base Deficiency\" has the meaning set forth in Section 14.1(e).\n      -------------------------                               --------------- \n\n     \"Borrower Collateral\" has the meaning set forth in Section 9.1.\n      -------------------                               ----------- \n\n     \"Business Day\" shall mean any day on which (a) commercial banks in New York\n      ------------                                                              \nCity, New York, Columbus, Ohio or Fort Worth, Texas are not authorized or\nrequired to be closed, and (b) in the case of a Business Day which relates to a\nEurodollar Advance, dealings are carried on in the London interbank Eurodollar\nmarket.\n\n     \"Certificates\"  has the meaning ascribed to such term in the Trust\n      ------------                                                     \nAgreement.\n\n     \"Change of Control\" means a change resulting when any Unrelated Person or\n      -----------------                                                       \nany Unrelated Persons, acting together, that would constitute a Group together\nwith any Affiliates or Related Persons thereof (in each case also constituting\nUnrelated Persons) shall at any time either (i) Beneficially Own more than 30%\nof the aggregate voting power of all classes of Voting Stock of AmeriCredit\nCorp. or (ii) succeed in having sufficient of its or their nominees elected to\nthe Board of Directors of AmeriCredit Corp. such that such nominees when added\nto any existing director remaining on the Board of Directors of AmeriCredit\nCorp. after such election who is an Affiliate or Related Person of such Person\nor Group, shall constitute a majority of the Board of Directors of AmeriCredit\nCorp. As used herein, (a) \"Beneficially Own\" shall mean \"beneficially own\" as\n                           ----------------                                  \ndefined in Rule 13d-3 of the Exchange Act, or any successor provision thereto;\nprovided, however, that, for purposes of this definition, a Person shall not be\ndeemed to Beneficially Own securities tendered pursuant to a tender or exchange\noffer made by or on behalf of such Person or any of such Person's Affiliates\nuntil such tendered securities are accepted for purchase or exchange; (b)\n\"Group\" shall mean a \"group\" for purposes of Section 13(d) of the Exchange Act;\n -----                                                                         \n(c) \"Unrelated Person\" shall mean at any time any Person other than AmeriCredit\n     ----------------                                                          \nCorp. or any of its Subsidiaries and other than any trust for any employee\nbenefit plan of AmeriCredit Corp. or any of its Subsidiaries; (d) \"Related\n                                                                   -------\nPerson\" of any Person shall mean any other Person owning (1) 5% or more of the\n------                                                                        \noutstanding common stock of such Person or (2) 5% or more of the Voting Stock of\nsuch Person; and (e) \"Voting Stock\" of any Person shall mean the capital stock\n                      ------------                                            \nor other indicia of equity rights of such Person which at the time has the power\nto vote for the election of one or more members of the Board of Directors (or\nother governing body) of such Person.\n\n     \"Clean-Up Period\" shall mean the period commencing on the date of the\n      ---------------                                                     \ninitial Advance hereunder and ending on June 30, 1999 and thereafter, each\ncalendar quarter.\n\n     \"Clean-Up Requirement\" means the obligation of the Borrower to reduce to\n      --------------------                                                   \nzero \n\n \n                                                                          Page 8\n \nthe outstanding principal amount of all Advances for 5 consecutive days during\neach Clean-Up Period.\n\n     \"Closing Date\" means the Effective Date.\n      ------------                           \n\n     \"Collateral\" means the Transferred Receivables in the Total Receivables\n      ----------                                                            \nPool together with the Other Conveyed Property.\n\n     \"Collateral Account\" means the account designated as the Collateral Account\n      ------------------                                                        \nin, and which is established and maintained pursuant to, Section 8.17(c).\n                                                         --------------- \n\n     \"Collateral Agent\" means Bank One, N.A. solely in its capacity as\n      ----------------                                                \nCollateral Agent, together with its permitted successors and assigns in such\ncapacity.\n\n     \"Collateral Insurance\" means a vendor's single interest or other collateral\n      --------------------                                                      \nprotection insurance policy with respect to Financed Vehicles, which policy by\nits terms insures against physical damage in the event any Obligor fails to\nmaintain physical damage insurance with respect to the related Financed Vehicle.\n\n     \"Collateral Receipt\" means a Custodian's Acknowledgment in the form of\n      ------------------                                                   \nExhibit A to the Custodian Agreement.\n---------                            \n\n     \"Collected Funds\" means, with respect to any Determination Date, the amount\n      ---------------                                                           \nof funds in the Collection Account representing collections on the Total\nReceivables Pool during the related Collection Period, including all Recoveries\nwith respect thereto collected during the related Collection Period (but\nexcluding any Purchase Amounts).\n\n     \"Collection Account\" means the account designated as the Collection Account\n      ------------------                                                        \nin, and which is established and maintained pursuant to, Section 8.17(a).\n                                                         --------------- \n\n     \"Collection Period\" means any calendar month and, with respect to a\n      -----------------                                                 \nDetermination Date or a Distribution Date, the calendar month preceding the\nmonth in which such Determination Date or Distribution Date occurs (such\ncalendar month being referred to as the \"related\" Collection Period with respect\nto such Determination Date or Distribution Date) or, in the case of the initial\nDistribution Date and Determination Date, the period commencing at the opening\nof business on the Closing Date and ending at the end of the calendar month\nfollowing the calendar month in which the Closing Date occurs. Any amount stated\n\"as of the close of business on the last day of a Collection Period\" shall give\neffect to the following calculations as determined as of the end of the day on\nsuch last day: (i) all applications of Collected Funds and Purchase Amounts, and\n(ii) all distributions.\n\n     \"Collection Records\" means all manually prepared or computer generated\n      ------------------                                                   \nrecords relating to collection efforts or payment histories with respect to the\nTransferred \n\n \n                                                                          Page 9\n\nReceivables.\n\n     \"Commercial Paper Rate\" for Advances means, to the extent a Noncommitted\n      ---------------------                                                  \nLender funds such Advances by issuing commercial paper, the sum of (a) the\nweighted average of the rates at which commercial paper notes of such\nNoncommitted Lender issued to fund such Advances may be sold by any placement\nagent or commercial paper dealer selected by such Noncommitted Lender, as agreed\nin good faith between each such agent or dealer and such Noncommitted Lender;\nprovided if the rate (or rates) as agreed between any such agent or dealer and\n--------                                                                      \nsuch Noncommitted Lender is a discount rate (or rates), then such rate shall be\nthe rate (or if more than one rate, the weighted average of the rates) resulting\nfrom converting such discount rate (or rates) to an interest-bearing equivalent\nrate per annum plus (b) any and all commissions of placement agents and\n               ----                                                    \ncommercial paper dealers in respect of commercial paper issued to fund the\nmaking or maintenance of any Advance plus (c) any and all reasonable costs and\n                                     ----                                     \nexpenses of any issuing and paying agent or other Person responsible for the\nadministration of such Noncommitted Lender's commercial paper program in\nconnection with the preparation, completion, issuance, delivery or payment of\ncommercial paper issued to fund the making or maintenance of any Advance. Each\nNoncommitted Lender shall notify the Agent of its Commercial Paper Rate\napplicable to any Advance promptly after the determination thereof.\n\n     \"Commitment\" means, for any Committed Lender, the maximum amount of such\n      ----------                                                             \nCommitted Lender's commitment to fund Advances hereunder, as set forth on the\nJoinder Supplement or in the assignment documentation by which such Committed\nLender became a party to this Agreement or assumed the Commitment (or a portion\nthereof) of another Committed Lender, as such amount may be adjusted from time\nto time pursuant to Section 2.5 or pursuant to assignment documentation executed\n                    -----------                                                 \nby such Committed Lender and its assignee and delivered pursuant to Section 16.2\n                                                                    ------------\nof this Agreement. In the event that a Committed Lender maintains a portion of\nits Commitment hereunder with respect to more than one Noncommitted Lender, such\nCommitted Lender shall be deemed to hold separate Commitments hereunder in each\nsuch capacity.\n\n     \"Commitment Percentage\" means, for a Committed Lender, such Committed\n      ---------------------                                               \nLender's Commitment as a percentage of the aggregate Commitments of all\nCommitted Lenders.\n\n     \"Commitment Termination Date\" means March 29, 2000, as such date may be\n      ---------------------------                                           \nextended from time to time as agreed in writing between the Borrower, the\nServicer, the Agent  and the Lenders.\n\n     \"Committed Lender\" means, with respect to a Noncommitted Lender, each\n      ----------------                                                    \nfinancial institution party to a Joinder Supplement which Joinder Supplement\ndesignates such financial institution as a \"Committed Lender\" with respect to\nsuch Noncommitted \n\n \n                                                                         Page 10\n \nLender, and any assignee of such Committed Lender pursuant to Article XVI to the\n                                                              -----------\nextent such assignee has assumed a portion of the Commitment of such Committed\nLender.\n\n     \"Contingent Liability\" means any agreement, undertaking or arrangement by\n      --------------------                                                    \nwhich any Person guarantees, endorses or otherwise becomes or is contingently\nliable upon (by direct or indirect agreement, contingent or otherwise, to\nprovide funds for payment, to supply funds to, or otherwise to invest in, a\ndebtor, or otherwise to assure a creditor against loss) the indebtedness,\nobligation or any other liability of any other Person (other than by\nendorsements of instruments in the course of collection), or guarantees the\npayment of dividends or other distributions upon the shares of any other Person.\nThe amount of any Person's obligation under any Contingent Liability shall\n(subject to any limitation set forth therein) be deemed to be the outstanding\nprincipal amount (or maximum outstanding principal amount, if larger) of the\ndebt, obligation or other liability guaranteed thereby.\n\n     \"CP Allocation\" has the meaning set forth in Section 3.3(a).\n      -------------                               -------------- \n\n     \"Cram Down Loss\" means, with respect to a Receivable, if a court of\n      --------------                                                    \nappropriate jurisdiction in an insolvency proceeding shall have issued an order\nreducing the amount owed on such Receivable or otherwise modifying or\nrestructuring the scheduled payments to be made on such Receivable, an amount\nequal to the excess of the principal balance of such Receivable immediately\nprior to such order, over the principal balance of such Receivable as so\n                     ----                                               \nreduced.  A \"Cram Down Loss\" shall be deemed to have occurred on the date of\nissuance of such order.\n\n     \"CSFB\" has the meaning set forth in the Preamble.\n      ----                                   -------- \n\n     \"CSFB Roles\" has the meaning set forth in Section 18.11.\n      ----------                               ------------- \n\n     \"Custodial Fee Rate\" means (a) if AFS is the Custodian, 0% and (b) if a\n      ------------------                                                    \nPerson other than AFS is the Custodian, a rate agreed to by such Person and the\nAgent.\n\n     \"Custodian\" means AFS in its capacity as Custodian under the Custodian\n      ---------                                                            \nAgreement, and its permitted successors and assigns in such capacity.\n\n     \"Custodian Agreement\" means the Custodian Agreement dated as of the date\n      -------------------                                                    \nhereof among the Custodian, the Collateral Agent and the Agent, including all\npermitted amendments, modifications and supplements thereto.\n\n     \"Dealer\" means a seller of new or used automobiles, light duty trucks,\n      ------                                                               \nminivans or sport utility vehicles that originated one or more of the\nReceivables in the Total Receivables Pool and sold the respective Receivable,\ndirectly or indirectly, to a Seller.\n\n \n                                                                         Page 11\n \n     \"Dealer Agreement\" means an agreement by and among a Seller and a Dealer\n      ----------------                                                       \nrelating to the sale of Receivables to such Seller and all documents and\ninstruments relating thereto.\n\n     \"Dealer Assignment\" means, with respect to a Transferred Receivable, the\n      -----------------                                                      \nexecuted assignment executed by a Dealer conveying such Receivable to a Seller.\n\n     \"Default Rate\" means a rate per annum equal to the Alternate Base Rate (but\n      ------------               --- -----                                      \nnot less than the Yield (if any) in effect for the related monetary obligation),\nplus a margin of 2%.\n----                \n\n     \"Defaulted Receivable\" means, with respect to a Transferred Receivable as\n      --------------------                                                    \nof any date, a Receivable with respect to which (i) all or any portion in excess\nof 5% of a Scheduled Payment is more than 90 days past due, (ii) the Servicer\nhas repossessed the related Financed Vehicle (and any applicable redemption\nperiod has expired), (iii) the Obligor has been identified in the records of the\nServicer as being the subject of a current bankruptcy proceeding or (iv) such\nReceivable is in default and the Servicer has charged-off such Receivable in\naccordance with its standard policies or otherwise has determined in good faith\nthat payments thereunder are not likely to be resumed.\n\n     \"Deficiency Amount\" means, as of any date, an amount equal to the product\n      -----------------                                                       \nof (x) the Deficiency Percentage, (y) the Aggregate Outstanding Principal\nBalance of Eligible Receivables in the Total Receivables Pool as of such date\nand (z) 2.0.\n\n     \"Deficiency Percentage\" means, as of any date, the positive excess (rounded\n      ---------------------                                                     \nupward to the nearest 1.0%),  if any, of (a) the sum of (i) 8.75% plus (ii) the\n                                                                  ----         \nTotal Expense Percentage plus (iii) the weighted (on the basis of notional\n                         ----                                             \namounts) average Interest Rate Cap Strike Prices for the Interest Rate Hedges in\neffect on such date plus (iv) 1.25%, over (b) the weighted average APR for all\n                    ----             ----                                     \nReceivables in the Total Receivables Pool.\n\n     \"Delinquency Ratio\" means, as of any date, the ratio (expressed as a\n      -----------------                                                  \npercentage) computed by dividing:\n\n               (a)  the sum of (i) the Aggregate Outstanding Principal Balance\n                         of Receivables in the Total Receivables Pool which were\n                         Defaulted Receivables as of the close of business on\n                         the last day of the Collection Period immediately\n                         preceding such date plus (ii) without duplication of\n                                             ---- \n                         amounts included in (i), the Aggregate Outstanding\n                         Principal Balance of Receivables in the Total\n                         Receivables Pool which were Delinquent Receivables as\n                         of the close of business on the last day of such\n                         immediately preceding Collection Period \n\n \n                                                                         Page 12\n\n     by\n     --\n\n               (b)  the sum of the Aggregate Outstanding Principal Balance of\n                         all Receivables in the Total Receivables Pool as of the\n                         close of business on the last day of such immediately\n                         preceding Collection Period plus, without duplication,\n                                                     ---- \n                         if a Take-Out Securitization has occurred during such\n                         immediately preceding Collection Period, the Aggregate\n                         Outstanding Principal Balance of all Transferred\n                         Receivables which were included in such Take-Out\n                         Securitization.\n\nThe Delinquency Ratio shall be determined on each Determination Date and shall\nremain in effect until recalculated on the next succeeding Determination Date;\nprovided that, on any date that no Advances are outstanding and no Yield is\nowing, the Delinquency Ratio on such date shall be deemed to be zero.\n\n     \"Delinquent Receivable\" means a Receivable with respect to which more than\n      ---------------------                                                    \n5% of a Scheduled Payment is more than 30 days past due.\n\n     \"Determination Date\" means, with respect to a Collection Period, the fourth\n      ------------------                                                        \nBusiness Day prior to the related Distribution Date.\n\n     \"Distribution Date\" means the 15th day of each calendar month, or if such\n      -----------------                                                       \n15th day is not a Business Day, the next succeeding Business Day, commencing May\n17, 1999.\n\n     \"Dollar(s)\" and the sign \"$\" mean lawful money of the United States of\n      ---------                -                                           \nAmerica.\n\n     \"Effective Date\" has the meaning set forth in Section 7.1.\n      --------------                               ----------- \n\n     \"Eligible Account\" means (i) a segregated trust account or (ii) a\n      ----------------                                                \nsegregated direct deposit account, in each case, maintained with a depository\ninstitution or trust company organized under the laws of the United States of\nAmerica, or any of the States thereof, or the District of Columbia, having a\ncertificate of deposit, short term deposit or commercial paper rating of at\nleast A-1+ by Standard &amp; Poor's and P-1 by Moody's. In either case, such\ndepository institution or trust company shall (x) be CSFB or Bank One, N.A. or\n(y) have been approved by the Agent, acting in its discretion, by written notice\nto the Servicer.\n\n     \"Eligible Assignee\" has the meaning set forth in Section 16.1.\n      -----------------                               ------------ \n\n     \"Eligible Receivable\" means a Receivable that (i) was originated by AFS or\n      -------------------                                                      \nACC directly or by a Dealer for the retail sale or refinancing of a Financed\nVehicle in the ordinary course of its business and such Seller or Dealer (as the\ncase may be) had all necessary licenses and permits to originate Receivables in\nthe applicable state, and, if \n\n \n                                                                         Page 13\n\noriginated by a Dealer, was purchased by AFS or ACC from such Dealer under a\nDealer Agreement or pursuant to a Dealer Assignment and was validly assigned by\nsuch Dealer to such Seller, or, with respect to any Receivable sold to the\nBorrower by AFC, was purchased by AFC from AFS or ACC, (ii) has created or shall\ncreate a valid, subsisting and enforceable first priority perfected security\ninterest in favor of AFS or ACC in the related Financed Vehicle (which security\ninterest has been assigned to the Borrower and shall be validly assignable by\nthe Borrower to the Collateral Agent on behalf of the Secured Parties), except\nas enforceability may be limited by bankruptcy, insolvency, reorganization or\nsimilar laws affecting the enforcement of creditors' rights generally, (iii) was\nfully and properly executed by the parties thereto and contains customary and\nenforceable provisions such as to render the rights and remedies of the holder\nthereof adequate for realization against the collateral security, (iv) is a\nSimple Interest Receivable or Pre-Computed Receivable which provides for level\nmonthly payments (provided that the payment in the first monthly period and the\n                  --------  \nfinal monthly period of the life of the Receivable may be minimally different\nfrom the level payment) which, if made when due, shall fully amortize the Amount\nFinanced over the original term, (v) provides for, in the event that such\ncontract is prepaid, a prepayment that fully pays the principal balance and\nincludes accrued but unpaid interest through the date of prepayment in an amount\nat least equal to the Annual Percentage Rate, and (vi) except to the extent\npermitted by this Agreement, has not been amended, waived or rewritten or\ncollections with respect thereto deferred or waived; and\n\n\n               (a)  with respect to which all requirements of applicable\n          federal, state and local laws, and regulations thereunder (including,\n          without limitation, usury laws, the Federal Truth-in-Lending Act, the\n          Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair\n          Credit Reporting Act, the Fair Debt Collection Practices Act, the\n          Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the\n          Federal Reserve Board's Regulations \"B\" and \"Z\", the Soldiers' and\n          Sailors' Civil Relief Act of 1940, and state adaptations of the\n          National Consumer Act and of the Uniform Consumer Credit Code and\n          other consumer credit laws and equal credit opportunity and disclosure\n          laws), in respect of such Receivable, the sale of the Financed Vehicle\n          related thereto and the sale of credit life and credit accident and\n          health insurance and any extended service contracts, if any, in\n          connection with such Receivable, have been complied with in all\n          material respects;\n\n               (b)  that is a Dollar obligation of an Obligor domiciled in the\n          United States of America and that was originated and, if originated by\n          a Dealer, was sold by the Dealer to AFS or ACC, without any fraud or\n          material misrepresentation on the part of such Dealer or on the part\n          of the Obligor;\n\n               (c)  which represents the genuine, legal, valid and binding\n          payment obligation of the Obligor thereon, enforceable by the holder\n          thereof in accordance with its terms, except (A) as enforceability may\n          be limited by\n\n \n                                                                         Page 14\n \n          bankruptcy, insolvency, reorganization or similar laws affecting the\n          enforcement of creditors' rights generally and by equitable\n          limitations on the availability of specific remedies, regardless of\n          whether such enforceability is considered in a proceeding in equity or\n          at law and (B) as such Receivable may be modified by the application\n          of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended;\n          and all parties to such Receivable had full legal capacity to execute\n          and deliver such Receivable and all other documents related thereto\n          and to grant the security interest purported to be granted thereby;\n\n               (d)  which is not due from the United States of America or any\n          State or from any agency, department, subdivision or instrumentality\n          thereof;\n\n               (e)  with respect to which the information set forth in the\n          Schedule of Receivables has been produced from AFS's and, to the\n          extent it maintains separate computer records, AFC's or ACC's (as the\n          case may be) electronic ledger and was true and correct in all\n          material respects, and is a complete and accurate description, on the\n          relevant Purchase Date, of the Receivables sold to the Borrower on\n          such date; and with respect to which, on or prior to the relevant\n          Purchase Date, AFS and, to the extent it maintains separate computer\n          records, AFC or ACC (as the case may be) has appropriately marked its\n          computer records to indicate the sale to the Borrower of the\n          Receivables sold on such date and with respect to which the Monthly\n          Tape delivered by the Servicer to the Backup Servicer from time to\n          time was complete and accurate as of the date delivered and consistent\n          with the information set forth in the Schedule of Receivables with\n          respect to such Receivable;\n\n               (f)  which (i) as of the related Advance Date, (A) had an\n          original maturity of at least 6 months but not more than 72 months,\n          (B) had an original Amount Financed of at least $1,000 and not more\n          than $50,000, (C) had an Annual Percentage Rate of at least 7.75% and\n          not more than 27.0%, and (D) was not more than 30 days past due; and\n          (ii) with respect to which no funds have been advanced with respect to\n          such Receivable by the Borrower, a Seller, the Servicer, any Dealer,\n          or anyone acting on behalf of any of them in order to cause such\n          Receivable to qualify under subclause (i)(D) of this clause (f);\n                                      ----------------         ----------\n\n               (g)  which has not been satisfied, subordinated or rescinded, and\n          the Financed Vehicle securing such Receivable has not been released\n          from the Lien of such Receivable in whole or in part;\n\n               (h)  with respect to which no provision has been waived (except\n          to the extent permitted by this Agreement);\n\n               (i)  except for any Lien granted by the Wells Fargo Documents (as\n          defined in the Intercreditor Agreement) which Lien shall be released\n          on the\n\n \n                                                                         Page 15\n \n          applicable Purchase Date, as to which neither any Seller nor the\n          Borrower has done anything to convey any right to any Person that\n          would result in such Person having a right to payments due under such\n          Receivable or otherwise to impair the rights of the Collateral Agent\n          on behalf of the Secured Parties in such Receivable or the proceeds\n          thereof;\n\n               (j)  which has not been sold, transferred, assigned or pledged by\n          the Borrower to any Person other than hereunder; and no Dealer has a\n          participation in, or other right to receive, proceeds of such\n          Receivable and with respect to which neither AFS nor the Borrower has\n          taken any action to convey any right to any Person (other than\n          hereunder) that would result in such Person having a right to payments\n          received under the related Insurance Policy or the related Dealer\n          Agreement or Dealer Assignment or to payments due under such\n          Receivable;\n\n               (k)  which is not subject to any right of rescission, setoff,\n          counterclaim or defense and no such right has been asserted or, to the\n          knowledge of the Borrower or of any Seller, threatened with respect\n          thereto;\n\n               (l)  with respect to which no liens or claims have been filed for\n          work, labor or materials relating to a Financed Vehicle that are liens\n          prior to or equal or coordinate with, the security interest in the\n          Financed Vehicle granted by such Receivable;\n\n               (m)  with respect to which no default, breach, violation or event\n          permitting acceleration thereof has occurred, and none of the\n          Borrower, the Servicer or any Seller has waived any of the foregoing;\n\n               (n)  at the time of the origination of which the related Financed\n          Vehicle was covered by a comprehensive and collision insurance policy\n          (i) in an amount at least equal to the lesser of (a) its maximum\n          insurable value and (b) the Amount Financed, (ii) naming AFS or ACC,\n          as applicable, as loss payee and (iii) insuring against loss and\n          damage due to fire, theft, transportation, collision and other risks\n          generally covered by comprehensive and collision coverage and with\n          respect to which the Obligor is required to maintain physical loss and\n          damage insurance, naming AFS or ACC and its successors and assigns as\n          an additional insured party, and such Receivable permits the holder\n          thereof to obtain Force-Placed Insurance at the expense of the Obligor\n          if the Obligor fails to do so unless otherwise prohibited by the law\n          of the state in which the related contract was entered into;\n\n               (o)  with respect to which, (i) immediately prior to the sale\n          thereof to the Borrower, the applicable Seller had, and has conveyed\n          to the Borrower, good and marketable title free and clear of all\n          liens, encumbrances, security interests\n\n \n                                                                         Page 16\n\n          and rights of others, and (ii) the sale and assignment thereof to the\n          Borrower has been perfected under the UCC;\n\n               (p)  with respect to each of which a Receivable File is in the\n          possession of the Custodian and such Receivable File contains (i) the\n          fully executed original of such Receivable, (ii) a certificate of\n          insurance, an application form for insurance signed by the related\n          Obligor, or a signed representation letter from the Obligor named in\n          such Receivable pursuant to which such Obligor has agreed to obtain\n          physical damage insurance for the related Financed Vehicle, or copies\n          thereof, or a documented verbal confirmation by an insurance agent for\n          such Obligor of a policy number for an insurance policy for the\n          Financed Vehicle, (iii) the original Lien Certificate (indicating AFS\n          or ACC as first lienholder) or application therefor or a letter from\n          the applicable Dealer agreeing unconditionally to repurchase the\n          related Receivable if the certificate of title is not received by the\n          Servicer within 180 days (provided that the Lien Certificate is\n                                    --------\n          delivered to the Custodian within 180 days), and (iv) a credit\n          application or file of credit information regarding the Obligor, or a\n          copy thereof; each of such documents (if any) which is required to be\n          signed by the Obligor has been signed by the Obligor in the\n          appropriate spaces; and all blanks on any form have been properly\n          filled in and each form has otherwise been correctly prepared;\n\n               (q)  which was not originated in, or is subject to the laws of,\n          any jurisdiction the laws of which would make unlawful, void or\n          voidable the sale, pledge, transfer and assignment of such Receivable\n          under this Agreement and with respect to which a Seller has not\n          entered into any agreement with any account debtor that prohibits,\n          restricts or conditions the assignment of any portion of such\n          Receivable;\n\n               (r)  as to which all filings (including, without limitation, UCC\n          filings but subject to clause (p) above in the case of the applicable\n                                 ----------\n          Lien Certificate) required to be made by any Person and actions\n          required to be taken or performed by any Person in any jurisdiction to\n          give the Collateral Agent, on behalf of the Secured Parties, a first\n          priority perfected Lien on such Receivable and the proceeds thereof\n          and the other Collateral related thereto have been made, taken or\n          performed;\n\n               (s)  of which there is only one original executed copy;\n\n               (t)  which constitutes chattel paper within the meaning of\n          the UCC;\n\n               (u)  as to which no selection procedures adverse to the Investors\n          have been utilized in selecting such Receivable from all other similar\n          Receivables owned or originated by AFS and its Affiliates;\n\n \n                                                                         Page 17\n \n               (v)  with respect to which, by the related Date and on each\n          relevant date thereafter, AFS or ACC or, to the extent it maintains\n          such records, AFC (as the case may be) will have caused the portions\n          of its servicing and other records relating to such Receivable to be\n          clearly and unambiguously marked to show that such Receivable\n          constitutes part of the Collateral and is subject to the Lien of the\n          Collateral Agent on behalf of the Secured Parties;\n\n               (w)  which is not assumable by another Person in a manner which\n          would release the Obligor thereof from such Obligor's obligations to\n          the Borrower with respect to such Receivable;\n\n               (x)  with respect to which the related Financed Vehicle had not\n          been repossessed;\n\n               (y)  with respect to which the following is true:\n\n               The Lien Certificate for the related Financed Vehicle shows, or,\n          if a new or replacement Lien Certificate is being applied for with\n          respect to such Financed Vehicle, the Lien Certificate will be\n          received within 180 days of the related Purchase Date and will show,\n          AFS or ACC, as the case may be, named as the original secured party\n          under such Receivable and, accordingly, AFS or ACC, as the case may\n          be, will be the holder of a first priority security interest in such\n          Financed Vehicle. With respect to each Receivable for which the Lien\n          Certificate has not yet been returned from the Registrar of Titles,\n          AFS or ACC, as the case may be, has received written evidence from the\n          related Dealer or the Obligor that such Lien Certificate showing such\n          Seller as first lienholder has been applied for. If the Receivable was\n          originated in a state in which a filing or recording is required of\n          the secured party to perfect a security interest in motor vehicles,\n          such filings or recordings have been duly made to show AFS or ACC, as\n          the case may be, named as the original secured party under the related\n          Receivable;\n\n               (z)  which is not a Defaulted Receivable;\n\n               (aa) which is not a Delinquent Receivable;\n\n               (bb) which is not secured by vehicles which are financed\n          repossessions; and\n\n               (cc) which was originated in the United States of America and, at\n          the time of origination, materially conformed to all requirements of\n          the Servicing Procedures and Credit Manual applicable to such\n          Receivable.\n\n          For purposes of this Agreement (including the computation from time to\n          time of \n\n \n                                                                         Page 18\n \nthe Borrowing Base), the eligibility of Receivables will be determined from time\nto time, such that a Receivable that was an Eligible Receivable at one time but\nthat subsequently fails to meet all applicable eligibility requirements will no\nlonger be an Eligible Receivable (unless and until it again meets all applicable\neligibility requirements).\n\n     \"Eligible Servicer\" means AFS, the Backup Servicer or another Person which\n      -----------------                                                        \nat the time of its appointment as Servicer (i) is servicing a portfolio of motor\nvehicle retail installment sales contracts and\/or motor vehicle installment\nloans, (ii) is legally qualified and has the capacity to service the Transferred\nReceivables, (iii) has demonstrated the ability professionally and competently\nto service a portfolio of motor vehicle retail installment sales contracts\nand\/or motor vehicle installment loans similar to the Transferred Receivables\nwith reasonable skill and care, and (iv) is qualified and entitled to use,\npursuant to a license or other written agreement, and agrees to maintain the\nconfidentiality of, the software which the Servicer uses in connection with\nperforming its duties and responsibilities under this Agreement or otherwise has\navailable software which is adequate to perform its duties and responsibilities\nunder this Agreement.\n\n     \"ERISA\" means the U.S. Employee Retirement Income Security Act of 1974, as\n      -----                                                                    \namended from time to time.\n\n     \"Eurocurrency liabilities\" has the meaning assigned to that term in\n      ------------------------                                          \nRegulation D of the Board of Governors of the Federal Reserve System, as in\neffect from time to time.\n\n     \"Eurodollar Advance\" means any Advance (or portion thereof) that bears\n      ------------------                                                   \nYield computed by reference to the Eurodollar Rate.\n\n     \"Eurodollar Rate Reserve Percentage\" of any Lender for any Fixed Period in\n      ----------------------------------                                       \nrespect of which Yield is computed by reference to the Eurodollar Rate means the\nreserve percentage applicable two Business Days before the first day of such\nFixed Period under regulations issued from time to time by the Board of\nGovernors of the Federal Reserve System (or any successor) (or if more than one\nsuch percentage shall be applicable, the daily average of such percentages for\nthose days in such Fixed Period during which any such percentage shall be so\napplicable) for determining the maximum reserve requirement (including, without\nlimitation, any emergency, supplemental or other marginal reserve requirement)\nfor such Lender with respect to liabilities or assets consisting of or including\nEurocurrency liabilities (or with respect to any other category of liabilities\nthat includes deposits by reference to which the yield rate on Eurocurrency\nliabilities is determined) having a term equal to such Fixed Period.\n\n     \"Event of Bankruptcy\" shall be deemed to have occurred with respect to a\n      -------------------                                                    \nPerson if either:\n\n          (a) a case or other proceeding shall be commenced, without the\n\n \n                                                                         Page 19\n \n     application or consent of such Person, in any court, seeking the\n     liquidation, reorganization, debt arrangement, dissolution, winding up, or\n     composition or readjustment of debts of such Person, the appointment of a\n     trustee, receiver, custodian, liquidator, assignee, sequestrator or the\n     like for such Person or all or substantially all of its assets, or any\n     similar action with respect to such Person under any law relating to\n     bankruptcy, insolvency, reorganization, winding up or composition or\n     adjustment of debts, and such case or proceeding shall continue\n     undismissed, or unstayed and in effect, for a period of 60 consecutive\n     days; or an order for relief in respect of such Person shall be entered in\n     an involuntary case under the federal bankruptcy laws or other similar laws\n     now or hereafter in effect; or\n\n          (b) such Person shall commence a voluntary case or other proceeding\n     under any applicable bankruptcy, insolvency, reorganization, debt\n     arrangement, dissolution or other similar law now or hereafter in effect,\n     or shall consent to the appointment of or taking possession by a receiver,\n     liquidator, assignee, trustee, custodian, sequestrator (or other similar\n     official) for such Person or for any substantial part of its property, or\n     shall make any general assignment for the benefit of creditors, or shall\n     fail to, or admit in writing its inability to, pay its debts generally as\n     they become due, or, if a corporation or similar entity, its board of\n     directors shall vote to implement any of the foregoing.\n\n     \"Exchange Act\"  means the Securities Exchange Act of 1934, as amended.\n      ------------                                                         \n\n     \"Face Amount\" means, with respect to outstanding commercial paper, (i) the\n      -----------                                                              \nface amount of any such commercial paper issued on a discount basis, and (ii)\nthe principal amount of, plus the amount of all interest accrued and to accrue\nthereon to the stated maturity date of, any commercial paper issued on an\ninterest-bearing basis.\n\n     \"Facility\" has the meaning set forth in Section 2.1.\n      --------                               ----------- \n\n     \"Facility Fee Rate\" has the meaning set forth in the Fee Letter.\n      -----------------                                              \n\n     \"Facility Limit\" means, on any day, the lesser of (x) $300,000,000 and (y)\n      --------------                                                           \nthe Total Commitment in effect on such day, as such Total Commitment may be\nreduced or increased pursuant to Section 2.5.  References to the unused portion\n                                 -----------                                   \nof the Facility Limit shall mean, at any time, the Facility Limit in effect at\nsuch time, minus the sum of the then outstanding principal amount of Advances\n           -----                                                             \nunder this Agreement.\n\n     \"Facility Termination Date\" means the earliest to occur of (i) the date of\n      -------------------------                                                \nany termination of the Total Commitment, in whole, by the Borrower pursuant to\n                                                                              \nSection 2.5, (ii) the effective date on which the Facility is terminated\n-----------                                                             \npursuant to Section 14.2, and (iii) the Commitment Termination Date.\n            ------------                                            \n\n \n                                                                         Page 20\n\n     \"Facility Termination Event\" means any of the events described in Section\n      --------------------------                                       -------\n14.1.\n---- \n\n     \"Fee Letter\" has the meaning set forth in Section 3.4.\n      ----------                               ----------- \n\n     \"Fees\" means all fees and other amounts payable to the Agent, on behalf of\n      ----                                                                     \nitself, the Lenders and the Liquidity Providers, pursuant to the Fee Letter.\n\n     \"Financed Vehicle\" means any automobile, light duty truck, van, minivan or\n      ----------------                                                         \nsport utility vehicle, together with all accessories, additions and parts\nconstituting a part thereof and all accessions thereto.\n\n     \"Fixed Period\" means with respect to any Advance (or portion thereof):\n      ------------                                                         \n\n          (a) the period commencing on the date of the initial funding of such\n     Advance (or such portion) and ending such number of days (not to exceed 69\n     days) thereafter as the Agent shall select in accordance with Section\n                                                                   -------\n     3.3(b), after consultation to the extent practicable with the Borrower; and\n     ------                                                                     \n\n          (b) thereafter, each period commencing on the last day of the\n     immediately preceding Fixed Period for such Advance (or such portion) and\n     ending such number of days (not to exceed 69 days) thereafter as the Agent\n     shall then select in accordance with Section 3.3(b), after consultation to\n                                          --------------                       \n     the extent practicable with the Borrower;\n\nprovided, however, that:\n--------  -------       \n\n              (i)   any Fixed Period in respect of which Yield is computed by\n          reference to the Bank Rate shall be a period of from one to and\n          including 29 days (if reasonably available to the Agent), or a period\n          of one, two or three months, as the Borrower may select by written\n          notice to the Agent furnished not later than 12:00 noon (New York City\n          time) on the second Business Day preceding the first day of such Fixed\n          Period;\n\n              (ii)  any such Fixed Period (other than a Fixed Period consisting\n          of one day) that would otherwise end on a day that is not a Business\n          Day shall be extended to the next succeeding Business Day (unless the\n          related Advance shall be accruing Yield at a rate determined by\n          reference to the Eurodollar Rate and the Fixed Period is one, two or\n          three months, in which case if such succeeding Business Day is in a\n          different calendar month, such Fixed Period shall instead be shortened\n          to the next preceding Business Day);\n\n              (iii)  in the case of Fixed Periods of one day, (A) the initial\n          Fixed Period shall be the day of the initial funding of such Advance,\n          and (B) any \n\n \n                                                                         Page 21\n \n          subsequently occurring Fixed Period that is one day shall, if the\n          immediately preceding Fixed Period is more than one day, be the last\n          day of such immediately preceding Fixed Period, and if the immediately\n          preceding Fixed Period is one day, shall be the next day following\n          such immediately preceding Fixed Period; and\n\n              (iv)   if any Fixed Period for any Advance that commences before\n          the Facility Termination Date would otherwise end on a date occurring\n          after the Facility Termination Date, such Fixed Period shall end on\n          the Facility Termination Date and the duration of each such Fixed\n          Period that commences on or after the Facility Termination Date, if\n                                                                           --\n          any, shall be of such duration as shall be selected by the Agent.\n          ---                                                              \n\n     \"Force-Placed Insurance\" has the meaning set forth in Section 8.4(b).\n      ----------------------                               -------------- \n\n     \"GAAP\" means generally accepted accounting principles set forth in the\n      ----                                                                 \nopinions and pronouncements of the Accounting Principles Board of the American\nInstitute of Certified Public Accountants and statements and pronouncements of\nthe Financial Accounting Standards Board or in such other statements by such\nother entity as may be approved by a significant segment of the accounting\nprofession, which are applicable to the circumstances as of any date of\ndetermination.\n\n     \"Indebtedness\" of any Person means, without duplication:\n      ------------                                           \n\n          (a) all obligations of such Person for borrowed money and all\n     obligations of such Person evidenced by bonds, debentures, notes or other\n     similar instruments;\n\n          (b) all obligations, contingent or otherwise, relative to the face\n     amount of all letters of credit, whether or not drawn, and banker's\n     acceptances issued for the account of such Person;\n\n          (c) all obligations of such Person as lessee under leases that have\n     been or should be, in accordance with GAAP, recorded as capitalized lease\n     liabilities;\n\n          (d) all other items that, in accordance with GAAP, would be included\n     as liabilities on the liability side of the balance sheet of such Person as\n     of the date at which Indebtedness is to be determined;\n\n          (e) whether or not so included as liabilities in accordance with GAAP,\n     all obligations of such Person to pay the deferred purchase price of\n     property or services, and indebtedness (excluding prepaid interest thereon)\n     secured by a lien on property owned or being purchased by such Person\n     (including \n\n \n                                                                         Page 22\n\n     indebtedness arising under conditional sales or other title retention\n     agreements), whether or not such indebtedness shall have been assumed by\n     such Person or is limited in recourse; and\n\n          (f) all Contingent Liabilities of such Person in respect of any of the\n     foregoing.\n\n     \"Indemnified Amounts\" has the meaning set forth in Section 17.1.\n      -------------------                               ------------ \n\n     \"Indemnified Party\" has the meaning set forth in Section 17.1.\n      -----------------                               ------------ \n\n     \"Independent Accountants\" has the meaning set forth in Section 8.11(a).\n      -----------------------                               --------------- \n\n     \"Insurance Add-On Amount\" means the premium charged to the Obligor if the\n      -----------------------                                                 \nServicer obtains Force-Placed Insurance pursuant to Section 8.4.\n                                                    ----------- \n \n     \"Insurance Policies\" means, with respect to a Receivable, any insurance\n      ------------------                                                    \npolicy (including the insurance policies described in clause (n) of the\n                                                      ----------       \ndefinition of \"Eligible Receivable\") benefiting the holder of the Receivable\n               -------------------                                          \nproviding loss or physical damage, credit life, credit disability, theft,\nmechanical breakdown or similar coverage with respect to the Financed Vehicle or\nthe Obligor.\n\n     \"Intercreditor Agreement\" means the Intercreditor Agreement dated as of the\n      -----------------------                                                   \ndate hereof among the Agent, Wells Fargo, the Borrower, the Collateral Agent and\nAFS, including all permitted amendments, modifications and supplements thereto.\n\n     \"Interest Rate Cap Strike Price\" means, with respect to an Interest Rate\n      ------------------------------                                         \nHedge, the \"strike price\" set forth in such Interest Rate Hedge.\n\n     \"Interest Rate Hedge\" means any interest rate cap or other hedging\n      -------------------                                              \nmechanism which satisfies the requirements of Section 11.6.\n                                              ------------ \n\n     \"Interest Rate Hedge Assignment Acknowledgment\" means an acknowledgment in\n      ---------------------------------------------                            \nsubstantially the form of Exhibit C hereto executed by a counterparty to an\n                          ---------                                        \nInterest Rate Hedge (if other than CSFB) in favor of the Agent and the\nCollateral Agent.\n\n     \"Interim Distribution Date\" means any Settlement Date, other than a\n      -------------------------                                         \nDistribution Date, on which the Collateral Agent shall pay principal, Yield and\ncertain other amounts in accordance with this Agreement and the Security\nAgreement.\n\n     \"Investor\" means (i) all Lenders, (ii) all other owners by assignment (in\n      --------                                                                \naccordance with Section 16.1) of an Advance and, to the extent of the undivided\n                ------------                                                   \ninterests so purchased, all Participants (in accordance with Section 16.9) and\n                                                             ------------     \n(iii) the Agent and any subsequent holders of the Note (in accordance with\n                                                                          \nSection 16.5).\n------------  \n\n \n                                                                         Page 23\n \n     \"Joinder Supplement\" means an agreement among a Noncommitted Lender or\n      ------------------                                                   \nCommitted Lender (as the case may be), the Borrower, AFS and the Agent in the\nform of Exhibit F hereto (appropriately completed).\n        ---------                                  \n\n     \"Lender\" means any Noncommitted Lender or Committed Lender, and \"Lenders\"\n      ------                                                          ------- \nmeans, collectively, all Noncommitted Lenders and Committed Lenders.\n\n     \"Level I Trigger Event\" means, as of any date, that (x) a Portfolio Trigger\n      ---------------------                                                     \nEvent has occurred on or prior to such date or (y) a Portfolio Default has\noccurred prior to such date and such Portfolio Default has been cured or waived\nin accordance with the related transaction documents.\n\n     \"Level II Trigger Event\" means, as of any date, the existence of a\n      ----------------------                                           \nPortfolio Default on such date.  A \"Level II Trigger Event\" shall be deemed to\nexist so long as the underlying Portfolio Default is not cured or waived in\naccordance with the related transaction documents.\n\n     \"Level III Trigger Event\" means, on any date, that the Servicer Delinquency\n      -----------------------                                                   \nRatio exceeds 14% on such date and a Level IV Trigger Event is not in effect on\nsuch date; provided that such 14% shall be reduced to 12% with respect to\ncomputations of the Servicer Delinquency Ratios as of the last day of the\nFebruary through September (inclusive) Collection Periods.\n\n     \"Level IV Trigger Event\" means, on any date, that the Servicer Delinquency\n      ----------------------                                                   \nRatio exceeds 15% on such date; provided that such 15% shall be reduced to 13%\nwith respect to computations of the Servicer Delinquency Ratios as of the last\nday of the February through September (inclusive) Collection Periods.\n\n     \"Level V Trigger Event\" means, on any date, that the Portfolio Net Loss\n      ---------------------                                                 \nRatio exceeds 7% on such date and a Level VI Trigger Event is not in effect on\nsuch date.\n\n     \"Level VI Trigger Event\" means, on any date, that the Portfolio Net Loss\n      ----------------------                                                 \nRatio exceeds 7.5% on such date.\n\n     \"Lien\" means any security interest, lien, charge, pledge, preference,\n      ----                                                                \nequity or encumbrance of any kind, including tax liens, mechanics' liens and any\nliens that attach by operation of law.\n\n     \"Lien Certificate\" means, with respect to a Financed Vehicle, an original\n      ----------------                                                        \ncertificate of title, certificate of lien or other notification issued by the\nRegistrar of Titles of the applicable state to a secured party which indicates\nthat the lien of the secured party on the Financed Vehicle is recorded on the\noriginal certificate of title. In any jurisdiction in which the original\ncertificate of title is required to be given to the Obligor, the term \"Lien\n\n \n                                                                         Page 24\n \nCertificate\" shall mean only a certificate or notification issued to a secured\nparty.\n\n     \"Liquidity Provider\" means each Person who provides liquidity, credit\n      ------------------                                                  \nenhancement or a \"back-stop\" purchase facility to a Noncommitted Lender under a\nNoncommitted Lender Liquidity Arrangement.\n\n     \"Lockbox Account\" has the meaning set forth in Section 8.2(d).\n      ---------------                               -------------- \n\n     \"Lockbox Agreement\" means the Tri-Party Remittance Processing Agreement,\n      -----------------                                                      \ndated as of the date hereof, by and among the Lockbox Bank, the Servicer and\nBank One, N.A., as Collateral Agent, as such agreements may be amended from time\nto time in accordance with the provisions hereof and thereof, unless such\nagreement shall be terminated in accordance with its terms, in which event\n\"Lockbox Agreement\" shall mean such other agreement, in form and substance\nacceptable to the Agent, among the Servicer, the Collateral Agent and the\nLockbox Bank.\n\n     \"Lockbox Bank\" means Bank One, Texas, N.A. or any other depository\n      ------------                                                     \ninstitution named by the Servicer and acceptable to the Agent.\n\n     \"Maximum Interest Rate Cap Strike Price\" means 5.75% per annum.\n      --------------------------------------                        \n\n     \"Maximum Purchase Amount\" of a Noncommitted Lender means the aggregate\n      -----------------------                                              \nCommitment of the Committed Lenders with respect to such Noncommitted Lender.\n\n     \"Minimum Reserve Account Amount\" means, on any date, the greater of (a)\n      ------------------------------                                        \n$300,000 and (b) the product of 1.0% and the greater of (x) the Facility Limit\nin effect on such date and (y) the sum of (i) the aggregate unpaid principal\namount of all Advances on such date plus (ii) the Required Holdback in effect on\n                                    ----                                        \nsuch date.\n\n     \"Monthly Extension Rate\" means, with respect to any Determination Date, the\n      ----------------------                                                    \nfraction, expressed as a percentage, the numerator of which is the Aggregate\nOutstanding Principal Balance of all Receivables in the Servicing Portfolio\nwhose payments are extended during the related Collection Period and the\ndenominator of which is the Aggregate Outstanding Principal Balance of all\nReceivables in the Servicing Portfolio as of the close of business on the last\nday of the Collection Period immediately preceding such related Collection\nPeriod.\n\n     \"Monthly Records\" means all records and data maintained by the Servicer\n      ---------------                                                       \nwith respect to the Transferred Receivables, including the following with\nrespect to each Transferred Receivable:  the account number; the originating\nDealer; Obligor name; Obligor address; Obligor home phone number; Obligor\nbusiness phone number; original Principal Balance; original term; Annual\nPercentage Rate; current Principal Balance; origination date; first payment\ndate; next payment due date; date of most recent payment; new\/used\nclassification; collateral description; days currently delinquent; \n\n \n                                                                         Page 25\n \nnumber of contract extensions (months) to date; amount of Scheduled Payment;\nand, once available, current remaining term and current Insurance Policy\nexpiration date and past due late charges.\n\n     \"Monthly Tape\" means the computer tape or listing generated on behalf of\n      ------------                                                           \nthe Borrower which contains the information set forth in the definition of\n\"Monthly Records\" above and in a format acceptable to the Backup Servicer.\n\n     \"Moody's\" means Moody's Investors Service, Inc.\n      -------                                       \n\n     \"Noncommitted Lender\" means each Structured Lender which shall become a\n      -------------------                                                   \nparty hereto pursuant to a Joinder Supplement duly executed by all parties\nthereto.\n\n     \"Noncommitted Lender Liquidity Arrangement\" means each liquidity, credit\n      -----------------------------------------                              \nenhancement or \"back-stop\" purchase or loan facility for a Noncommitted Lender\nrelating to this Agreement.\n\n     \"Noncommitted Percentage\" means, for a Noncommitted Lender, such\n      -----------------------                                        \nNoncommitted Lender's Maximum Purchase Amount as a percentage of the Facility\nLimit.\n\n     \"Note\" means the promissory grid note, in the form of Exhibit B, made\n      ----                                                 ---------      \npayable to the order of the Agent, on behalf of the Investors.\n\n     \"Note Register\" has the meaning set forth in Section 16.5(a).\n      -------------                               --------------- \n\n     \"Note Registrar\" has the meaning set forth in Section 16.5(a).\n      --------------                               --------------- \n\n     \"Obligations\" means all obligations (monetary or otherwise) of the Borrower\n      -----------                                                               \nto the Lenders, the Agent, the Collateral Agent or any other Affected Person\narising under or in connection with this Agreement, the Note and each other\nTransaction Document.\n\n     \"Obligor\" means a Person obligated to make payments with respect to a\n      -------                                                             \nTransferred Receivable.\n\n     \"Officer's Certificate\" means, with respect to any Person which is not an\n      ---------------------                                                   \nindividual, a certificate signed by the President, the Chief Financial Officer,\nthe Treasurer, any Assistant Treasurer or any Vice President of such Person.\n\n     \"Official Body\" means any government or political subdivision or any\n      -------------                                                      \nagency, authority, regulatory body, bureau, central bank, commission, department\nor instrumentality of any such government or political subdivision, or any\ncourt, tribunal, grand jury or arbitrator, in each case whether foreign or\ndomestic.\n\n \n                                                                         Page 26\n \n     \"Opinion of Counsel\" means a written opinion of counsel reasonably\n      ------------------                                               \nacceptable to the Agent which, unless otherwise provided herein, may be an\nemployee of the Person delivering such opinion.\n\n     \"Other Conveyed Property\" has the meaning set forth in the Purchase\n      -----------------------                                           \nAgreement.\n\n     \"Participant\" has the meaning set forth in Section 16.9.\n      -----------                               ------------ \n\n     \"Permitted Investment\" means any one or more of the following types of\n      --------------------                                                 \ninvestments:\n\n          (a) (i) direct interest-bearing obligations of, and interest-bearing\n     obligations guaranteed as to timely payment of principal and interest by,\n     the United States or any agency or instrumentality of the United States,\n     the obligations of which are backed by the full faith and credit of the\n     United States; and (ii) direct interest bearing obligations of, and\n     interest-bearing obligations guaranteed as to timely payment of principal\n     and interest by, the Federal National Mortgage Association or the Federal\n     Home Loan Mortgage Corporation, but only if, at the time of investment,\n     such obligations are assigned the highest credit rating by each Rating\n     Agency;\n\n          (b) demand or time deposits in, certificates of deposit of, or\n     bankers' acceptances issued by any depository institution or trust company\n     organized under the laws of the United States or any State thereof\n     (including any federal or state branch or agency of a foreign depository\n     institution or trust company) and subject to supervision and examination by\n     federal and\/or state banking authorities (including, if applicable, the\n     Collateral Agent, the Agent or any agent thereof acting in its commercial\n     capacity); provided that the short-term unsecured debt obligations of such\n                --------                                                       \n     depository institution or trust company at the time of such investment, or\n     contractual commitment providing for such investment, are assigned the\n     highest credit rating by each Rating Agency;\n\n          (c) repurchase obligations pursuant to a written agreement (i) with\n     respect to any obligation described in clause (a) above, where the\n     Collateral Agent has taken actual or constructive delivery of such\n     obligation, and (ii) entered into with (x) CSFB or (y) the corporate trust\n     department of a depository institution or trust company organized under the\n     laws of the United States or any State thereof, the deposits of which are\n     insured by the Federal Deposit Insurance Corporation and the short-term\n     unsecured debt obligations of which are rated \"A-1+\" by Standard &amp; Poor's\n     and \"P-1\" by Moody's (including, if applicable, the Collateral Agent, the\n     Agent or any agent thereof acting in its commercial capacity);\n\n          (d) securities bearing interest or sold at a discount issued by any\n\n \n                                                                         Page 27\n \n     corporation incorporated under the laws of the United States or any State\n     whose long-term unsecured debt obligations are assigned the highest credit\n     rating by each Rating Agency at the time of such investment or contractual\n     commitment providing for such investment; provided, however, that\n                                               --------  -------      \n     securities issued by any particular corporation will not be Permitted\n     Investments to the extent that an investment therein will cause the then\n     outstanding principal amount of securities issued by such corporation and\n     held in the Collection Account and the Reserve Account to exceed 10% of the\n     value of Permitted Investments held in such accounts (with Permitted\n     Investments held in such accounts valued at par);\n\n          (e) commercial paper that (i) is payable in United States dollars and\n     (ii) is rated in the highest credit rating category by each Rating Agency;\n\n          (f) units of money market funds rated in the highest credit rating\n     category by each Rating Agency; or\n\n          (g) any other demand or time deposit, obligation, security or\n     investment (including, without limitation, a hedging arrangement) as may be\n     acceptable to the Agent, as evidenced by a writing to that effect (with a\n     copy to each Rating Agency).\n\nPermitted Investments may be purchased by or through the Collateral Agent or any\nof its Affiliates. All Permitted Investments shall be held in the name of the\nCollateral Agent. No Permitted Investment shall have a \"r\" highlighter affixed\nto its S&amp;P rating.\n\n     \"Person\" means an individual, partnership, corporation (including a\n      ------                                                            \nbusiness trust), joint stock company, trust, unincorporated association, joint\nventure, government or any agency or political subdivision thereof or any other\nentity.\n\n     \"Portfolio Default\" means the occurrence, with respect to securities issued\n      -----------------                                                         \non or after April 1, 1998, which are backed by automobile installment sales\ncontracts (\"receivables\") and with respect to which AFS or any Affiliate of AFS\nis the servicer, of an \"event of default\" or similar event under any applicable\nenhancement or insurance agreement or an \"amortization event\", \"pay-out event\"\nor similar event under any applicable sale and servicing agreement or indenture\nwhich event has the potential consequence, inter alia, under the related\n                                           ----- ----                   \nagreements of requiring the acceleration or early amortization of the related\nsecurities or permitting the realization upon the receivables and\/or other\ncollateral.\n\n     \"Portfolio Net Losses\" means with respect to any Collection Period, the\n      --------------------                                                  \naggregate amount of gross charge-offs of Receivables in the Servicing Portfolio\nduring such Collection Period net of all Recoveries with respect to any such\nReceivables (including post-disposition amounts received on previously charged-\noff Receivables), calculated in a manner consistent with the calculations of net\nlosses in AmeriCredit Corp.'s quarterly \n\n \n                                                                         Page 28\n \nreport on Form 10-Q for the period ended September 30, 1998.\n\n     \"Portfolio Net Loss Ratio\" means, as of any date, a fraction, expressed as\n      ------------------------                                                 \na percentage, the numerator of which equals the product of 2.0 times the sum of\nthe Portfolio Net Losses for the six (6) preceding Collection Periods and the\ndenominator of which equals the Average Servicing Portfolio as of such date. The\nPortfolio Net Loss Ratio shall be determined on each Determination Date and\nshall remain in effect until recalculated on the next succeeding Determination\nDate.\n\n     \"Portfolio Trigger Event\" means the occurrence of a \"trigger event\" or any\n      -----------------------                                                  \nother event however denominated, with respect to securities issued on or after\nApril 1, 1998, which are backed by automobile installment sales contracts\n(\"receivables\") and with respect to which AFS or any Affiliate of AFS is the\nservicer, which event is based on the performance of such receivables and has\nthe potential consequence under the related agreements of causing the amount\nrequired to be retained in any related spread or reserve account or the level of\nany other enhancement to be increased.\n\n     \"Pre-Computed Receivable\" means any Receivable under which the portion of a\n      -----------------------                                                   \npayment allocable to earned interest (which may be referred to in the related\nReceivable as an add-on finance charge) and the portion allocable to the Amount\nFinanced is determined according to the sum of periodic balances or the sum of\nmonthly balances or any equivalent method or are monthly actuarial receivables.\n\n     \"Principal Balance\" means, with respect to any Receivable, as of any date,\n      -----------------                                                        \nthe sum of the Amount Financed minus that portion of all amounts received by the\n                               -----                                            \nServicer with respect to such Receivable on or prior to such date and allocable\nto principal in accordance with the terms of such Receivable minus any Cram Down\n                                                             -----              \nLoss in respect of such Receivable plus the accrued and unpaid interest on such\n                                   ----                                        \nReceivable.\n\n     \"Purchase Amount\" means, with respect to a Warranty Receivable purchased by\n      ---------------                                                           \nthe Servicer or AFS pursuant to Section 8.7 or under the Purchase Agreement or a\n                                -----------                                     \nReceivable which the Servicer purchased pursuant to Section 8.4, the Principal\n                                                    -----------               \nBalance of such Receivable (including all accrued and unpaid interest on such\nReceivable) as of the date of such purchase.\n\n     \"Purchase Agreement\" means the Master Receivables Purchase Agreement dated\n      ------------------                                                       \nas of the date hereof by and among the Borrower and the Sellers, including all\npermitted amendments, modifications and supplements thereto.\n\n     \"Purchase Date\" has the meaning assigned to the term \"Receivables Transfer\n      -------------                                                            \nDate\" in the Purchase Agreement.\n\n     \"Rating Agencies\" means Standard &amp; Poor's and Moody's.\n      ---------------                                      \n\n \n                                                                         Page 29\n \n     \"Receivable\" means any right to payment from a Person, and includes without\n      ----------                                                                \nlimitation the right to payment of any interest or finance charges and other\nobligations of such Person with respect thereto.\n\n     \"Receivable File\" means, with respect to each Receivable in the Total\n      ---------------                                                     \nReceivables Pool, the documents, electronic entries, instruments and writings\nset forth in clause (p) of the definition of \"Eligible Receivable\" herein.\n             ----------                                                   \n\n     \"Record Date\" means, with respect to any Determination Date or Distribution\n      -----------                                                               \nDate, the last day of the immediately preceding calendar month.\n\n     \"Recoveries\" means, with respect to any Defaulted Receivable, monies\n      ----------                                                         \ncollected in respect thereof (other than Scheduled Payments collected from the\nrelated Obligor which cause such Receivable to be no longer a Defaulted\nReceivable), from whatever source, during any Collection Period, net of the sum\nof any reasonable expenses incurred by the Servicer in connection with the\ncollection, repossession and disposition of the related Financed Vehicle and any\namounts required by law to be remitted to the related Obligor; provided that\n                                                               --------     \nRecoveries with respect to any Defaulted Receivable shall in no event be less\nthan zero.\n\n     \"Registrar of Titles\" means, with respect to any state, the governmental\n      -------------------                                                    \nagency or body responsible for the registration of, and the issuance of\ncertificates of title relating to, motor vehicles and liens thereon.\n\n     \"Replacement Person\" has the meaning set forth in Section 6.4.\n      ------------------                               ----------- \n\n     \"Required Holdback\" means, as of any date, the sum of (i) the greater of\n      -----------------                                                      \n(a) the product of (1) the Required Percentage and (2) the sum of (x) the\nAggregate Outstanding Principal Balance of Eligible Receivables in the Total\nReceivables Pool on such date plus (y) the amount on deposit in the Collection\n                              ----                                            \nAccount on such date plus (z) the amount on deposit in the Lockbox Account on\n                     ----                                                    \nsuch date, and (b) $2,000,000, provided that the amount set forth in this clause\n                               --------                                         \n(b) shall be deemed to be zero during any period that no Advances are\noutstanding; plus (ii) the Deficiency Amount for such date.\n             ----                                          \n\n     \"Required Lenders\" means, at any time, (a) Noncommitted Lenders holding\n      ----------------                                                      \nAdvances aggregating at least 51% of all Advances then owing to Noncommitted\nLenders, and (b) Committed Lenders having Commitments or, if no Commitments are\nin effect, Advances, aggregating at least 51% of the Total Commitment or\nAdvances owing to Committed Lenders (as the case may be).\n\n     \"Required Percentage\" means 12%.\n      -------------------            \n\n     \"Required Reserve Account Amount\" means, on any date, the greater of (a)\n      -------------------------------                                        \nthe \n\n \n                                                                         Page 30\n\nMinimum Reserve Account Amount and (b) the product of the Stated Percentage in\neffect on such date and the sum of (i) the aggregate unpaid principal amount of\nall Advances on such date plus (ii) the Required Holdback in effect on such\n                          ----\ndate.\n\n     \"Reserve Account\" means the account designated as the Reserve Account in,\n      ---------------                                                         \nand which is established and maintained pursuant to, Section 8.17(b).\n                                                     --------------- \n\n     \"Reserve Account Shortfall\" means, as of any date, an amount (if positive)\n      -------------------------                                                \nequal to the Required Reserve Account Amount on such date minus the amount on\n                                                          -----              \ndeposit in the Reserve Account on such date.\n\n     \"Responsible Officer\" means, with respect to any Person that is not an\n      -------------------                                                  \nindividual, the President, any Vice-President or Assistant Vice-President,\nCorporate Trust Officer, the Treasurer or Assistant Treasurer, or the Controller\nor Assistant Controller or Warehouse Manager of such Person, or any other\nofficer or employee having similar functions.\n\n     \"Schedule of Receivables\" has the meaning ascribed to such term in the\n      -----------------------                                              \nPurchase Agreement.\n\n     \"Scheduled Payment\" means, with respect to any Receivable, the periodic\n      -----------------                                                     \npayment set forth in such Receivable (excluding, however, any portion of such\npayment that represents late payment charges and payments in respect of taxes,\nlicenses or similar items).\n\n     \"Secured Parties\" means, collectively, the Agent, each Lender, the\n      ---------------                                                  \nCollateral Agent, each other Affected Person and their respective successors and\nassigns.\n\n     \"Security Agreement\" means the Security and Collateral Agent Agreement\n      ------------------                                                   \ndated as of the date hereof among the Agent, the Collateral Agent, AFS and the\nBorrower, including all amendments, modifications and supplements thereto.\n\n     \"Seller\" means each of AFS, AFC and ACC in its capacity as a Seller under\n      ------                                                                  \nthe Purchase Agreement, and \"Sellers\" means, collectively, AFS, AFC and ACC,\n                             -------                                        \neach in such capacity.\n\n     \"Servicer\" means AFS or, as applicable, any successor servicer appointed\n      --------                                                               \npursuant to Section 13.3.\n            ------------ \n\n     \"Servicer Delinquency Ratio\" means, as of the last day of a Collection\n      --------------------------                                           \nPeriod, the ratio, expressed as a percentage, computed by dividing (i) the\nAggregate Outstanding Principal Balance on such date of each Receivable in the\nServicing Portfolio which is a Delinquent Receivable or a Receivable for which\nthe Financed Vehicle has been repossessed and the proceeds thereof have not been\nrealized by the Servicer by (ii) the \n\n \n                                                                         Page 31\n \nAggregate Outstanding Principal Balance of all Receivables in the Servicing\nPortfolio on the last day of such Collection Period.\n\n     \"Servicer Extension Notice\" has the meaning set forth in Section 8.14.\n      -------------------------                               ------------ \n\n     \"Servicer Termination Event\" has the meaning set forth in Section 13.1.\n      --------------------------                               ------------ \n\n     \"Servicer's Certificate\" means, with respect to each Determination Date, a\n      ----------------------                                                   \ncertificate, completed by and executed on behalf of the Servicer, in accordance\nwith Section 8.9, substantially in the form attached hereto as Exhibit E.\n     -----------                                               --------- \n\n     \"Servicing Fee\" means, as of any Distribution Date, an amount equal to the\n      -------------                                                            \nproduct of (i) 1\/12 of the Servicing Fee Rate and (ii) the average Aggregate\nOutstanding Principal Balance of Receivables in the Total Receivables Pool for\neach day during the Collection Period immediately preceding such Distribution\nDate.\n\n     \"Servicing Fee Rate\" means 2%.\n      ------------------           \n\n     \"Servicing Portfolio\" means as of any date, the Aggregate Outstanding\n      -------------------                                                 \nPrincipal Balance of all Receivables (whether or not thereafter sold or disposed\nof) which are serviced by the Servicer or any of its Affiliates at such time,\ncalculated in a manner consistent with the calculation of the components of\nAverage Servicing Portfolio in the most recent Form 10-K or Form 10-Q of\nAmeriCredit Corp.\n\n     \"Servicing Procedures and Credit Manual\" means AFS's written credit,\n      --------------------------------------                             \nservicing and collections procedures delivered to the Agent prior to the Closing\nDate, as amended from time to time in accordance herewith.\n\n     \"Settlement Date\" means, with respect to any Advance, (a) each Distribution\n      ---------------                                                           \nDate, (b) at the option of the Agent or the Borrower, the last day of the\ncurrent Fixed Period of such Advance or (c) the date on which the Borrower shall\nprepay such Advance pursuant to Section 4.1 hereof.\n                                -----------        \n\n     \"Simple Interest Method\" means the method of allocating a fixed level\n      ----------------------                                              \npayment on an obligation between principal and interest, pursuant to which the\nportion of such payment that is allocated to interest is equal to the product of\nthe fixed rate of interest on such obligation multiplied by the period of time\n(expressed as a fraction of a year, based on the actual number of days in the\ncalendar month and 365 days in the calendar year) elapsed since the preceding\npayment under the obligation was made.\n\n     \"Simple Interest Receivable\" means a Receivable under which the portion of\n      --------------------------                                               \nthe payment allocable to interest and the portion allocable to principal is\ndetermined in accordance with the Simple Interest Method.\n\n \n                                                                         Page 32\n\n     \"Standard &amp; Poor's\" or \"S&amp;P\" means Standard &amp; Poor's Ratings Services, a\n      -----------------      ---                                             \ndivision of The McGraw-Hill Companies, Inc.\n\n     \"Stated Percentage\" means, on any date, the sum of (a) 4% plus (b) the\n      -----------------                                        ----        \nlesser of (x) 6% and (y) the aggregate of each Percentage Add-On in effect on\n------                                                                       \nsuch date (if any) as computed below:\n\n          If on such date (i) a Level I Trigger Event exists, the Percentage \n     Add-On related thereto shall be 2%; (ii) a Level II Trigger Event exists,\n     the Percentage Add-On related thereto shall be 6%; (iii) a Level III\n     Trigger Event exists, the Percentage Add-On related thereto shall be 2%;\n     (iv) a Level IV Trigger Event exits, the Percentage Add-On related thereto\n     shall be 6%; (v) a Level V Trigger Event exists, the Percentage Add-On\n     related thereto shall be 2%; and (vi) a Level VI Trigger Event exists, the\n     Percentage Add-On related thereto shall be 6%.\n\n     \"Structured Lender\" shall mean any Person whose principal business consists\n      -----------------                                                         \nof issuing commercial paper, medium term notes or other securities to fund its\nacquisition and maintenance of receivables, accounts, instruments, chattel\npaper, general intangibles and other similar assets or interests therein and\nwhich is required by any nationally recognized rating agency which is rating\nsuch securities to obtain from its principal debtors an agreement such as that\nset forth in Section 18.12(a) of this Agreement in order to maintain such\n             ----------------                                            \nrating.\n\n     \"Subsidiary\" means, with respect to any Person, a corporation of which such\n      ----------                                                                \nPerson and\/or its other Subsidiaries own, directly or indirectly, such number of\noutstanding shares as have more than 50% of the ordinary voting power for the\nelection of directors.\n\n     \"Supplement\" has the meaning ascribed to such term in the Purchase\n      ----------                                                       \nAgreement.\n\n     \"Take-Out Securitization\" means (a) a financing transaction of any sort\n      -----------------------                                               \nundertaken by the Borrower or any Affiliate of the Borrower secured, directly or\nindirectly, by any Transferred Receivables or (b) any other asset\nsecuritization, secured loans or similar transactions involving any Transferred\nReceivables or any beneficial interest therein.\n\n     \"Tangible Net Worth\" means, with respect to any Person, the net worth of\n      ------------------                                                     \nsuch Person calculated in accordance with GAAP after subtracting therefrom the\naggregate amount of such Person's intangible assets, including, without\nlimitation, goodwill, franchises, licenses, patents, trademarks, tradenames,\ncopyrights and service marks.\n\n     \"Taxes\" has the meaning set forth in Section 5.1(b).\n      -----                               -------------- \n\n     \"Total Commitment\" means the aggregate of the Commitments of all Committed\n      ----------------                                                         \n\n \n                                                                         Page 33\n \nLenders.\n\n     \"Total Expense Percentage\" means, as of any date, the sum of (a) the\n      ------------------------                                           \nServicing Fee Rate plus (b) the Custodial Fee Rate plus (c) the Backup\n                   ----                            ----               \nServicing\/Collateral Agent Fee Rate plus (d) the Facility Fee Rate.\n                                    ----                           \n\n     \"Total Receivables Pool\" means all Receivables owned by the Borrower.\n      ----------------------                                              \n\n     \"Transaction Documents\" means this Agreement, the Note, the Fee Letter, the\n      ---------------------                                                     \nCustodian Agreement, the Purchase Agreement, the Lockbox Agreement, the\nIntercreditor Agreement, the Security Agreement, the Trust Agreement, each\nInterest Rate Hedge, and the other documents to be executed and delivered in\nconnection with this Agreement.\n\n     \"Transferred Receivable\" means each Receivable which appears on any\n      ----------------------                                            \nSchedule of Receivables at any time hereafter submitted to the Borrower pursuant\nto the Purchase Agreement, whether purchased by the Borrower or contributed to\nthe capital of the Borrower.  Once a Receivable appears on any such Schedule of\nReceivables it shall remain a Transferred Receivable; provided, however, that\n                                                      --------  -------      \nany Receivable that is released from the Lien granted to the Collateral Agent\nfor the benefit of the Secured Parties pursuant to Section 9.5(f) shall not be a\n                                                   --------------               \n\"Transferred Receivable\" after such Receivable is so released.\n ----------------------                                       \n\n     \"Transfer Request\" has the meaning set forth in Section 9.5(a).\n      ----------------                               -------------- \n\n     \"Transition Costs\" means any documented expenses and allocated cost of\n      ----------------                                                     \npersonnel reasonably incurred by the Backup Servicer in connection with a\ntransfer of servicing from the Servicer to the Backup Servicer as the successor\nServicer in an amount not to exceed $100,000.\n\n     \"Trust Agreement\" means the Trust Agreement dated as of the date hereof\n      ---------------                                                       \namong AFS, AFC and Bankers Trust (Delaware), as Trustee, which, inter alia,\n                                                                ----- ---- \nestablishes the Borrower, including all permitted amendments, modifications and\nsupplements thereto.\n\n     \"Trust Trustee\" means the Trustee under the Trust Agreement.\n      -------------                                              \n\n     \"UCC\" means the Uniform Commercial Code as from time to time in effect in\n      ---                                                                     \nthe applicable jurisdiction or jurisdictions.\n\n     \"Unmatured Facility Termination Event\" means any event that, if it\n      ------------------------------------                             \ncontinues uncured, will, with lapse of time or notice or lapse of time and\nnotice, constitute a Facility Termination Event.\n\n     \"Usage Fee\" has the meaning set forth in the Fee Letter.\n      ---------                                              \n\n \n                                                                         Page 34\n\n     \"Warranty Receivable\" means, with respect to any Collection Period, a\n      -------------------                                                 \nReceivable that the Servicer or AFS has become obligated to purchase or\nrepurchase pursuant to Section 8.7 or under the Purchase Agreement.\n                       -----------                                 \n\n     \"Wells Fargo\" means Wells Fargo Bank (Texas), National Association.\n      -----------                                                       \n\n     \"written\" or \"in writing\" (and other variations thereof) means any form of\n      -------      ----------                                                  \nwritten communication or a communication by means of telex, telecopier device,\ntelegraph or cable.\n\n     \"Year 2000 Compliant\" means, with regard to any Person, that all software,\n      -------------------                                                      \nembedded microchips, and other processing capabilities utilized by, and material\nto the business or servicing operations or financial condition of such Person,\nare able to interpret and manipulate data involving all calendar dates correctly\nand without causing any abnormal ending scenario, including dates in and after\nthe year 2000.\n\n     \"Yield\" means, with respect to any period, the sum of the following:\n      -----                                                              \n\n          (i)   without duplication of the amount set forth in the immediately\n     following clause (ii), the sum of the daily interest accrued on the\n     commercial paper issued by each Noncommitted Lender to fund or maintain any\n     Advance outstanding on each day during such period equal, for any such day,\n     to the product of (x) the outstanding principal amount of such commercial\n     paper on such day, (y) the applicable Commercial Paper Rate and (z) 1\/360,\n     plus\n     ----\n\n          (ii)  if any commercial paper has been issued by a Noncommitted Lender\n     during such period to fund the interest component on any other commercial\n     paper maturing on a date other than a Settlement Date, the sum of the daily\n     interest accrued on such additional commercial paper outstanding on each\n     day during such period equal, for any such day, to the product of (x) the\n     outstanding principal amount of such additional commercial paper on such\n     day, (y) the applicable Commercial Paper Rate and (z) 1\/360, plus\n                                                                  ----\n\n          (iii) the sum of the daily interest accrued on Advances funded or\n     maintained other than through the issuance of commercial paper on each day\n     during such period equal, for any such day, to the product of (x) the\n     outstanding principal amount of such Advances on such day, (y) the Bank\n     Rate and (z) the applicable computation period determined in accordance\n     with Section 3.5 of this Agreement, minus\n          -----------                    -----\n\n          (iv)  the amount of Yield paid on all Interim Distribution Dates\n     during such period.\n\n \n                                                                         Page 35\n\nNotwithstanding clauses (i), (ii) and (iii) above, after the date any principal\namount of any Advance is due and payable (whether on the Facility Termination\nDate, upon acceleration or otherwise) or after any other monetary obligation of\nthe Borrower or the Servicer arising under this Agreement shall become due and\npayable, the Borrower or the Servicer, as the case may be, shall pay (to the\nextent permitted by law, if in respect of any unpaid amounts representing Yield)\nYield (after as well as before judgment) on such amounts, payable on demand, at\na rate per annum equal to the Default Rate.\n       --- -----                           \n\n     SECTION 1.2  Other Definitional Provisions.\n                  -----------------------------        \n\n     (a)  Unless otherwise specified therein, all terms defined in this\nAgreement have the meanings as so defined herein when used in the Note or any\nother Transaction Document, certificate, report or other document made or\ndelivered pursuant hereto.\n\n     (b)  Each term defined in the singular form in Section 1.1 or elsewhere in\n                                                    -----------\nthis Agreement shall mean the plural thereof when the plural form of such term\nis used in this Agreement, the Note or any other Transaction Document,\ncertificate, report or other document made or delivered pursuant hereto, and\neach term defined in the plural form in Section 1.1 shall mean the singular\n                                        -----------\nthereof when the singular form of such term is used herein or therein.\n\n     (c)  The words \"hereof,\" \"herein,\" \"hereunder\" and similar terms when used\nin this Agreement shall refer to this agreement as a whole and not to any\nparticular provision of this Agreement, and article, section, subsection,\nschedule and exhibit references herein are references to articles, sections,\nsubsections, schedules and exhibits to this Agreement unless otherwise\nspecified.\n\n                                  ARTICLE II\n\n                   THE FACILITY, ADVANCE PROCEDURES AND NOTE\n\n     SECTION 2.1  Facility. On the terms and subject to the conditions set forth\n                  --------\nin this Agreement, each Noncommitted Lender may, in its sole discretion, make\nAdvances (to the extent of its Available Purchase Amount) to the Borrower on a\nrevolving basis from time to time during the period commencing on the Effective\nDate and ending on the Facility Termination Date, in each case in such amounts\nas may be requested by the Borrower pursuant to Section 2.2. If on any day there\n                                                -----------  \nshall be more than one Noncommitted Lender, any Advance requested by the\nBorrower on such day shall be allocated among the Noncommitted Lenders pro rata\n                                                                       --- ----\non the basis of their respective Noncommitted Percentages and each Noncommitted\nLender may, in its sole and absolute discretion, determine whether to make an\nAdvance in its allocated amount. If a Noncommitted Lender elects not to make a\nrequested Advance, each of the Committed Lenders with respect to such\nNoncommitted Lender shall make Advances (in an\n\n \n                                                                         Page 36\n\naggregate amount equal to the requested Advance) to the Borrower (to the extent\nof the unutilized Commitment of each such Committed Lender and pro rata among\n                                                               --- ----\nsuch Committed Lenders in accordance with their respective Adjusted Commitment\nPercentages) on a revolving basis from time to time during the period commencing\non the Effective Date and ending on the Commitment Termination Date. The lending\narrangement made available to the Borrower pursuant to the preceding sentences\nof this Section 2.1 is herein called the \"Facility\". The aggregate principal\n        -----------                       --------\namount of all Advances from time to time outstanding hereunder shall not exceed\nthe lesser of (a) the Facility Limit and (b) the Borrowing Base. In addition,\nunder no circumstances shall any Lender make any Advance if after giving effect\nthereto the aggregate outstanding principal balance of all Advances owing to\nsuch Lender would exceed (i) if such Lender is a Noncommitted Lender, its\nMaximum Purchase Amount or (ii) if such Lender is a Committed Lender, its\napplicable Commitment. Within the limits of the Facility, the Borrower may\nborrow, prepay and reborrow under this Section 2.1.\n                                       -----------\n\n\n     SECTION 2.2  Advance Procedures. The Borrower may request an Advance\n                  ------------------\nhereunder by giving notice to the Agent and the Collateral Agent of a proposed\nAdvance not later than 1:00 P.M., New York time, one Business Day prior to the\nproposed date of such Advance. Each such notice (herein called an \"Advance\n                                                                   -------\nRequest\") shall be in the form of Exhibit A and shall include the date and\n-------                           ---------\namount of such proposed Advance, the desired duration of the Fixed Period for\nsuch Advance and the Supplement and Schedule of Receivables setting forth the\ninformation required therein with respect to the Receivables to be acquired by\nthe Borrower with the proceeds of the proposed Advance. Any Advance Request\ngiven by the Borrower pursuant to this Section 2.2 shall be irrevocable and\n                                       -----------\nbinding on the Borrower.\n\n     SECTION 2.3  Funding. Subject to the satisfaction of the conditions\n                  ------- \nprecedent set forth in Article VII with respect to such Advance and the\n                       -----------\nlimitations set forth in Section 2.1, the Lenders shall make the proceeds of\n                         ----------- \nsuch requested Advance available as follows: first, to the extent the amount on\n                                             -----\ndeposit in the Reserve Account is less than the Minimum Reserve Account Amount\n(computed after giving effect to the proposed Advance) on the proposed date of\nthe Advance, an amount equal to such deficiency shall be deposited by the\nLenders in the Reserve Account (by wire to account no. 6800007801 maintained at\nthe Collateral Agent (ABA # 044000037) for further credit to account no.\n980218675); and second, all amounts of the Advance in excess of the required\n                ------\ndeposit in the Reserve Account shall be made available to the Borrower by\ndeposit to such account as may be designated by the Borrower in the related\nAdvance Request in same day funds no later than 3:00 p.m., New York City time,\non the proposed date of the Advance. Each Advance shall be on a Business Day and\nshall be in an amount of at least $5,000,000 (or an integral multiple of $1,000\nin excess thereof).\n\n     SECTION 2.4  Representation and Warranty. Each request for an Advance\n                  ---------------------------\npursuant to Section 2.2 shall automatically constitute a representation and\n            ----------- \nwarranty by the Borrower to the Agent and the Lenders that, on the requested\ndate of such\n\n \n                                                                         Page 37\n\nAdvance, (a) the representations and warranties contained in Article X will be\n                                                             ---------\ntrue and correct as of such date as though made on such date, (b) no Facility\nTermination Event or Unmatured Facility Termination Event has occurred and is\ncontinuing or will result from the making of such Advance, and (c) after giving\neffect to such requested Advance, the aggregate principal balance of the\noutstanding Advances hereunder will not exceed the lesser of the Facility Limit\nand the Borrowing Base.\n\n     SECTION 2.5  Voluntary Termination of Facility; Reduction and Increase of\n                  ------------------------------------------------------------\nFacility Limit.\n--------------\n\n     (a)  At any time the Borrower may, upon at least five Business Days' prior\nwritten notice to the Agent, terminate in whole or reduce the Total Commitment.\nUpon any termination in whole of the Total Commitment, the Facility Limit and\nthe Maximum Purchase Amount of each Noncommitted Lender shall be reduced to\nzero. Each partial reduction shall be in an aggregate amount of $5,000,000 or\nintegral multiples of $1,000,000 in excess thereof. Partial reductions of the\nTotal Commitment pursuant to this Section 2.5(a) shall be allocated to the\n                                  --------------\nCommitment of each Committed Lender (thus reducing the Maximum Purchase Amount\nof each Noncommitted Lender and the Facility Limit) pro rata based on the\n                                                    --- ----\nCommitment Percentage represented by such Commitment. Any termination or\nreduction of the Total Commitment shall require (i) in the event of a partial\nreduction and after giving effect to any such partial reduction and any prior\npartial reduction, that the remaining Facility Limit be not less than\n$50,000,000, and (ii) in connection therewith that the Borrower comply with\nSection 3.2(b), Section 4.l(b) and Section 6.3. The Agent shall promptly provide\n--------------  --------------     -----------\ncopies of any such notice of termination or reduction received by it to each\nLender together with a computation of the amount by which its Commitment (if\nany) has been reduced.\n\n     (b)  The Total Commitment (and Maximum Purchase Amounts and Facility Limit)\nmay be increased from time to time by (i) the increase of the Commitment of one\nor more Committed Lenders (by amendment of its Joinder Supplement), (ii) the\naddition of one or more Committed Lenders (by execution and delivery of\nappropriate Joinder Supplements) or (iii) the addition of one or more\nNoncommitted Lenders concurrently with the addition of one or more Committed\nLenders for such Noncommitted Lenders (by execution and delivery of appropriate\nJoinder Supplements); provided, however, that no such increase shall become\n                      --------  -------\neffective unless (i) the Agent, AFS, the related Noncommitted Lender (in the\ncase of actions described in (i) and (ii) affecting its Committed Lenders) and\nthe Borrower shall have given their written consent thereto, and (ii) such\nconditions, if any, as the Agent shall have required in connection with its\nconsent shall have been satisfied. Notwithstanding the foregoing, at no time may\nthe Facility Limit exceed $300,000,000.\n\n     SECTION 2.6  Note.  All Advances shall be evidenced by a Note, with\n                  ----\nappropriate insertions, payable to the order of the Agent, on behalf of the\nInvestors. The Borrower hereby irrevocably authorizes the Agent to make (or\ncause to be made) appropriate\n\n \n                                                                         Page 38\n\nnotations on the grid attached to the Note (or on any continuation of such grid,\nor at the Agent's option, in its records), which notations, if made, shall\nevidence, inter alia, the date of, the outstanding principal of, and the yield\n          ----- ----\nrate(s) and Fixed Period(s) applicable to the Advances evidenced thereby. Such\nnotations shall be rebuttably presumptive evidence of the subject matter thereof\nabsent manifest error; provided, however, that the failure to make any such\n                       --------  -------\nnotations shall not limit or otherwise affect any of the Obligations.\n\n                                  ARTICLE III\n\n                               YIELD, FEES, ETC.\n\n     SECTION 3.1  Yield. The Borrower hereby promises to pay Yield on the unpaid\n                  -----\nprincipal amount of each Advance (or each portion thereof) for the period\ncommencing on the date of such Advance until such Advance is paid in full. No\nprovision of this Agreement or the Note shall require the payment or permit the\ncollection of Yield in excess of the maximum permitted by applicable law.\n\n     SECTION 3.2  Yield Payment Dates. Yield accrued on each Advance shall be\n                  -------------------\npayable, without duplication:\n\n          (a)  on the Facility Termination Date;\n\n          (b)  on the date of any payment or prepayment, in whole or in part, of\n     principal outstanding on such Advance; and\n\n          (c)  on each Distribution Date; provided that Yield relating to such\n                                          --------\n     Advance may be payable, at the option of the Agent or the Borrower, on the\n     related Interim Distribution Date.\n\n     SECTION 3.3  Yield Allocations; Selection of Fixed Periods, etc.\n                  --------------------------------------------------\n\n     (a)  The Agent, from time to time in its sole discretion exercised in good\nfaith, shall determine after consultation with each Noncommitted Lender whether\nYield in respect of the Advances then outstanding, or any portion thereof, shall\nbe calculated by reference to such Lender's Commercial Paper Rate (such portion\nbeing herein called a \"CP Allocation\") or the Bank Rate (such portion being\n                       -------------\nherein called a \"Bank Rate Allocation\", and together with a CP Allocation\n                 --------------------\nindividually called an \"Allocation\", and collectively, \"Allocations\"); provided,\n                        ----------                      -----------    --------\nhowever, that the Agent may determine, at any time and in its sole discretion\n-------\nexercised in good faith, that the Commercial Paper Rate is unavailable or\notherwise not desirable, in which case the Advances will be allocated to a Bank\nRate Allocation (unless the Default Rate is in effect). The Agent shall provide\nthe Borrower with reasonably prompt notice of the Allocations made by it\npursuant to this Section 3.3(a).\n                 --------------\n\n \n                                                                         Page 39\n\n     (b)  The Agent, in its sole discretion exercised in good faith after\nconsultation with each Noncommitted Lender and the Borrower, shall select the\nduration of the initial and each subsequent Fixed Period relating to each\nAdvance, provided that any Fixed Period selected by the Agent applicable to an\nAdvance owing to a Noncommitted Lender shall have been approved (in writing or\nby telephone promptly confirmed in writing) by such Lender. In selecting such\nFixed Period, the Agent shall use reasonable efforts, taking into consideration\nmarket conditions, to accommodate the Borrower's preferences; provided, however,\n                                                              --------  -------\nthat the Agent shall have the ultimate authority to make all such selections.\nUnless consented to or directed by the Agent, the aggregate number of Fixed\nPeriods for all Advances outstanding at any one time hereunder shall not exceed\n25, it being understood that if necessary to match the funding requirement of a\nNoncommitted Lender, any Advance may be divided into portions having different\nFixed Periods.\n\n     SECTION 3.4  Fees. The Borrower agrees to pay to the Agent, on behalf of\n                  ----\nitself, the Lenders and the Liquidity Providers, certain fees in the amounts and\non the dates set forth in the letter agreement among CSFB, AFS and the Borrower\ndated as of the date hereof (as the same may be amended, supplemented or\notherwise modified, the \"Fee Letter\").\n                         ----------\n\n     SECTION 3.5  Computation of Yield and Fees. All Yield and Fees shall be\n                  -----------------------------\ncomputed on the basis of the actual number of days (including the first day but\nexcluding the last day) occurring during the period for which such Yield or Fee\nis payable over a year comprised of 360 days (or, in the case of Yield on an\nAdvance bearing Yield at the Alternate Base Rate, 365 days or, if appropriate,\n366 days).\n\n                                  ARTICLE IV\n\n                          REPAYMENTS AND PREPAYMENTS\n\n     SECTION 4.1  Repayments and Prepayments. The Borrower shall repay in full\n                  --------------------------\nthe unpaid principal amount of each Advance on the Facility Termination Date.\nPrior thereto, the Borrower:\n\n          (a)  may, from time to time on any Business Day, make a prepayment, in\n     whole or in part, of the outstanding principal amount of any Advance;\n     provided, however, that\n     --------  -------\n\n                    (i)  all such voluntary prepayments shall require at least\n          two but no more than five Business Days' prior written notice to the\n          Agent; and\n\n                    (ii) all such voluntary partial prepayments shall be in a\n          minimum amount of $1,000,000 and an integral multiple of $500,000;\n\n \n                                                                         Page 40\n\n          (b)  shall, on each date when any reduction in the Facility Limit\n     shall become effective pursuant to Section 2.5, make a prepayment of the\n                                        -----------\n     Advances in an amount equal to the excess, if any, of the aggregate\n     outstanding principal amount of the Advances over the Facility Limit as so\n     reduced;\n\n          (c)  shall, immediately upon any acceleration of the maturity date of\n     the Advances pursuant to Section 14.2, repay all Advances in full, unless,\n                              ------------\n     pursuant to Section 14.2(a), only a portion of all Advances is so\n                 ---------------\n     accelerated, in which event the Borrower shall repay the accelerated\n     portion of the Advances;\n\n          (d)  shall, on the date the Borrower receives any proceeds from any\n     Take-Out Securitization (after deducting all costs and expenses of such\n     Take-Out Securitization), make a prepayment of the Advances in an amount\n     substantially equal to such net proceeds or, if less, the total outstanding\n     amount of Advances; and\n\n          (e)  shall prepay the Advances in full (in the manner set forth in\n     Section 4.1(a)) in order to comply with the Clean-Up Requirement during\n     ---------------\n     each Clean-Up Period.\n\n     Each such prepayment or payment shall be subject to the payment of any\namounts required by Section 6.3 resulting from a prepayment or payment of an\n                    -----------                                             \nAdvance prior to the end of the Fixed Period with respect thereto.\n\n                                   ARTICLE V\n\n                                PAYMENTS; TAXES\n\n     SECTION 5.1  Making of Payments; Taxes.\n                  ------------------------- \n\n     (a)  Subject to, and in accordance with, the provisions of the Security\nAgreement, all payments of principal of, or Yield on, the Advances and of all\nFees and other amounts shall be made by the Borrower no later than 2:00 p.m.,\nNew York time, on the day when due in lawful money of the United States of\nAmerica in immediately available funds to the Agent, at its account (account\nnumber - 8900387025; and account name - CSFBNY - Loan Clearing) maintained at\nthe office of Bank of New York, New York, New York (ABA # 021-000-018),\nreference: AmeriCredit 1999 Warehouse, with telephone notice (including wire\nnumber) to the Asset Finance Department of the Agent (telephone number 212-325-\n               ----- ------- ----------\n9075), or such other account as the Agent shall designate in writing to the\nBorrower and the Collateral Agent (the \"Agent's Account\"). Payments received by\n                                        ---------------\nthe Agent after 2:00 p.m., New York time, on any day will be deemed to have been\nreceived by the Agent on its next following Business Day. The Agent shall, upon\nreceipt of such payments, promptly remit such\n\n \n                                                                         Page 41\n\n          payments (in the same type of funds received by the Agent) to each\n          Lender which has an interest in such payments hereunder and pro rata\n                                                                      --- ---- \n          among the Lenders with such interests on the basis of the respective\n          amounts owing to such Lenders of the Obligations to which such\n          payments relate.All payments described in Section 5.1(a) and all other\n                                                    --------------   \n          payments made by or on behalf of the Borrower, a Seller, AFS or the\n          Servicer to the Agent for the benefit of itself or the Lenders or to\n          any other Affected Person under this Agreement and any other\n          Transaction Document shall be made free and clear of, and without\n          deduction or withholding for or on account of, any present or future\n          income, stamp or other taxes, levies, imposts, duties, charges, fees,\n          deductions or withholdings, now or hereafter imposed, levied,\n          collected, withheld or assessed by any Official Body (excluding (i)\n                                                                --------- \n          taxes imposed on the net income of the Agent or such other Affected\n          Person, however denominated, and (ii) franchise taxes imposed on the\n          net income of the Agent or such other Affected Person in each case\n          imposed: (1) by the United States or any political subdivision or\n          taxing authority thereof or therein; (2) by any jurisdiction under the\n          laws of which the Agent or such Affected Person or its applicable\n          lending office is organized or located, managed or controlled or in\n          which its principal office is located or any political subdivision or\n          taxing authority thereof or therein; or (3) by reason of any\n          connection between the jurisdiction imposing such tax and the Agent,\n          such Affected Person or such lending office other than a connection\n          arising solely from this Agreement or any other Transaction Document\n          or any transaction hereunder or thereunder) (all such non-excluded\n          taxes, levies, imposts, duties, charges, fees, deductions or\n          withholdings, collectively or individually, \"Taxes\"). If any such\n                                                       -----     \n          Taxes are required to be withheld from any amounts payable to the\n          Agent or any other Affected Person hereunder or under any other\n          Transaction Document, the amounts so payable to the Agent or such\n          Affected Person shall be increased to the extent necessary to yield to\n          the Agent or such Affected Person (after payment of all Taxes) all\n          amounts payable hereunder or thereunder at the rates or in the amounts\n          specified in this Agreement and the other Transaction Documents. The\n          Borrower (or the party required to \"gross-up\" the applicable payment)\n          shall indemnify the Agent or any such Affected Person for the full\n          amount of any such Taxes on the Settlement Date occurring after the\n          date of written demand therefor by the Agent; provided that no Person\n                                                        --------               \n          shall be indemnified pursuant to this Section 5.1(b) to the extent the\n                                                --------------                  \n          reason for such indemnification relates to, or arises from, the\n          failure by such Person to comply with the provisions of Section\n                                                                  -------\n          5.1(c).\n          -----\n\n\n               (c) Each Affected Person that is not incorporated under the laws\n          of the United States of America or a state thereof or the District of\n          Columbia shall:\n\n                         (i)  prior to becoming a party to, or acquiring an\n                   interest in, any Transaction Document, deliver to the\n                   Borrower and the Agent (A) two duly completed copies of IRS\n                   Form 1001 or Form 4224, or successor applicable form, as the\n                   case may be, and (B) an IRS Form W-8 or W-9, or successor\n                   applicable form, as the case may be;and\n\n \n                                                                         Page 42\n\n\n                        (ii)  deliver to the Borrower and the Agent two (2)\n                   further copies of any such form or certification on or before\n                   the date that any such form or certification expires or\n                   becomes obsolete and after the occurrence of any event\n                   requiring a change in the most recent form previously\n                   delivered by it to the Borrower and the Agent;\n\nunless, in any such case, an event (including, without limitation, any change in\n------                                                                          \ntreaty, law or regulation) has occurred after the Closing Date and prior to the\ndate on which any such delivery would otherwise be required which renders all\nsuch forms inapplicable or which would prevent such Affected Person from duly\ncompleting and delivering any such form with respect to it, and such Affected\nPerson so advises the Borrower and the Agent.  Each such Affected Person so\norganized shall certify (i) in the case of an IRS Form 1001 or IRS Form 4224,\nthat it is entitled to receive payments under the this Agreement and the other\nTransaction Documents without deduction or withholding of any United States\nfederal income taxes and (ii) in the case of an IRS Form W-8 or IRS Form W-9,\nthat it is entitled to an exemption from United States backup withholding tax.\nEach Person that desires to become an additional party to a Noncommitted Lender\nLiquidity Arrangement, shall prior to the effectiveness of such addition, be\nrequired to provide all of the forms and statements required pursuant to this\nSection 5.1(c).\n-------------- \n\n     SECTION 5.2  Application of Certain Payments. Each payment of principal of\n                  -------------------------------   \nthe Advances shall be applied to such Advances as the Borrower shall direct or,\nin the absence of such notice or during the existence of a Facility Termination\nEvent or after the Facility Termination Date, as the Agent shall determine, in\nits discretion.\n\n     SECTION 5.3  Due Date Extension. If any payment of principal or Yield with\n                  ------------------  \nrespect to any Advance falls due on a day which is not a Business Day, then such\ndue date shall be extended to the next following Business Day, and additional\nYield shall accrue and be payable for the period of such extension at the rate\napplicable to such Advance.\n\n                                  ARTICLE VI\n\n                             INCREASED COSTS, ETC.\n\n     SECTION 6.1.  Increased Costs.\n                   --------------- \n\n     (a)    If due to the introduction of or any change in or in the\ninterpretation of any law or regulation occurring or issued after the date\nhereof, the Agent, any Lender or other Investor, any Liquidity Provider, or any\nof their respective Affiliates (each an \"Affected Person\") determines that\n                                         ---------------\ncompliance with any law or regulation or any guideline or request from any\ncentral bank or other Official Body (whether or not having \n\n \n                                                                         Page 43\n\nthe force of law) affects or would affect the amount of capital required or\nexpected to be maintained by such Affected Person and such Affected Person\ndetermines that the amount of such capital is increased by or based upon the\nexistence of its obligations or commitments hereunder or with respect hereto or\nto the funding thereof and other obligations or commitments of the same type,\nthen, upon demand by such Affected Person (with a copy to the Agent) (which\n----\ndemand shall be accompanied by a statement setting forth the basis for the\ncalculations of the amount being claimed), the Borrower shall immediately pay to\nthe Agent, for the account of such Affected Person (as a third-party\nbeneficiary), from time to time as specified by such Affected Person, additional\namounts sufficient to compensate such Affected Person in the light of such\ncircumstances, to the extent that such Affected Person reasonably determines\nsuch increase in capital to be allocable to the existence of any of such\nobligations, commitments or fundings. Such written statement shall, in the\nabsence of manifest error, be rebuttably presumptive evidence of the subject\nmatter thereof. Any Affected Person claiming any additional amounts payable\npursuant to this Section 6.1(a) agrees to use reasonable efforts (consistent\n                 -------------   \nwith legal and regulatory restrictions) to designate a different office or\nbranch of such Affected Person as its lending office if the making of such a\ndesignation would avoid the need for, or reduce the amount of, any such\nadditional amounts and would not, in the reasonable judgment of such Affected\nPerson, be otherwise disadvantageous to such Affected Person.\n\n\n     (b)  If, due to either (i) the introduction of or any change (other than\nany change by way of imposition or increase of reserve requirements referred to\nin Section 6.2) in or in the interpretation of any law or regulation or (ii)\n   -----------  \ncompliance with any guideline or request from any central bank or other Official\nBody (whether or not having the force of law) issued after the date hereof,\nthere shall be any increase in the cost to a Lender of agreeing to make Advances\nin respect of which Yield is computed by reference to the Eurodollar Rate, then,\n                                                                           ----\nupon demand by such Lender (with a copy to the Agent) (which demand shall be\naccompanied by a statement setting forth the basis for the amount being\nclaimed), the Borrower shall immediately pay to the Agent, for the account of\nsuch Lender (as a third-party beneficiary), from time to time as specified by\nsuch Lender, additional amounts sufficient to compensate such Lender for such\nincreased costs. Such written statement shall, in the absence of manifest error,\nbe rebuttably presumptive evidence of the subject matter thereof. Any Affected\nPerson claiming any additional amounts payable pursuant to this Section 6.1(b)\n                                                                ------------- \nagrees to use reasonable efforts (consistent with legal and regulatory\nrestrictions) to designate a different office or branch of such Affected Person\nas its lending office if the making of such a designation would avoid the need\nfor, or reduce the amount of, any such additional amounts and would not, in the\nreasonable judgment of such Affected Person, be otherwise disadvantageous to\nsuch Affected Person.\n\n     SECTION 6.2 Additional Yield on Advances Bearing a Eurodollar Rate. The\n                 ------------------------------------------------------   \nBorrower shall pay to any Lender, so long as such Lender shall be required under\nregulations of the Board of Governors of the Federal Reserve System to maintain\n\n \n                                                                         Page 44\n\n          reserves with respect to liabilities or assets consisting of or\n          including Eurocurrency liabilities, additional Yield on the unpaid\n          Advances of such Lender during each Fixed Period in respect of which\n          Yield is computed by reference to the Eurodollar Rate, for such Fixed\n          Period, at a rate per annum equal at all times during such Fixed\n          Period to the remainder obtained by subtracting (i) the Eurodollar\n          Rate for such Fixed Period from (ii) the rate obtained by dividing\n          such Eurodollar Rate referred to in clause (i) above by that\n          percentage equal to 100% minus the Eurodollar Rate Reserve Percentage\n                                   -----\n          of such Lender for such Fixed Period, payable on each date on which\n          Yield is payable on such Advances.  Such additional Yield shall be\n          determined by such Lender and notice thereof (accompanied by a\n          statement setting forth the basis for the amount being claimed) given\n          to the Borrower through the Agent within 30 days after any Yield\n          payment is made with respect to which such additional Yield is\n          requested.  Such written statement shall, in the absence of manifest\n          error, be rebuttably presumptive evidence of the subject matter\n          thereof.  Any Affected Person claiming any additional amounts payable\n          pursuant to this Section 6.2 agrees to use reasonable efforts\n                           -----------\n          (consistent with legal and regulatory restrictions) to designate a\n          different office or branch of such Affected Person as its lending\n          office if the making of such a designation would avoid the need for,\n          or reduce the amount of, any such additional amounts and would not, in\n          the reasonable judgment of such Affected Person, be otherwise\n          disadvantageous to such Affected Person.\n\n\n     SECTION 6.3  Funding Losses. The Borrower hereby agrees that upon demand by\n                  --------------  \nany Affected Person (which demand shall be accompanied by a statement setting\nforth the basis for the calculations of the amount being claimed) the Borrower\nwill indemnify such Affected Person against any net loss or expense which such\nAffected Person may sustain or incur (including, without limitation, any net\nloss or expense incurred by reason of or resulting from interest to accrue on\nthe related commercial paper after the date of any failed borrowing, payment or\nprepayment of an Advance or from the liquidation or reemployment of deposits or\nother funds acquired by such Affected Person to fund or maintain any Advance to\nthe Borrower), as reasonably determined by such Affected Person, as a result of\nany failure to borrow an Advance on the date specified therefor in an Advance\nRequest (other than due to a default by a Lender) or as a result of any payment\nor prepayment (including any mandatory prepayment) of any Advance on a date\nother than the last day of the Fixed Period for such Advance. Such written\nstatement shall, in the absence of manifest error, be rebuttably presumptive\nevidence of the subject matter thereof.\n\n     SECTION 6.4  Replacement of Affected Person. Upon the receipt by the\nBorrower of a claim for reimbursement or compensation under Section 6.1 or 6.2\n                                                            ------------------\nhereof by an Affected Person, if payment thereof shall not be waived by such\nAffected Person, the Borrower may (a) request such Affected Person or the Lender\nthat has assigned an interest in its Advances to such Affected Person to use\nreasonable efforts to assist the Borrower in its attempt to obtain a replacement\nbank, financial institution or Structured Lender, as applicable, satisfactory to\nthe Borrower (in the case of a replacement\n\n \n                                                                         Page 45\n\nLender) and the Agent (which consent shall not be unreasonably withheld), to\nacquire and assume all or a ratable part of such Affected Person's commitment to\nmake Advances, Advances, or interests therein (a \"Replacement Person\"), or (b)\n                                                  ------------------\nrequest one or more of the other Lenders or Investors to acquire and assume all\nor a part of such Affected Person's commitment to make Advances, Advances or\ninterests therein. Upon notice from the Borrower, such Affected Person shall, or\nthe Lender that has assigned an interest in its Advances to such Affected Person\nshall cause such Affected Person to, assign, without recourse, its commitment to\nmake Advances, Advances or interests therein and its other rights and\nobligations (if any) hereunder, or a ratable share thereof, to the Replacement\nPerson or Replacement Persons designated by the Borrower and consented to by the\nAgent for a purchase price equal to the sum of the principal amount of the\nAdvances or interests therein so assigned, all accrued and unpaid Yield thereon\nand any other amounts (including Fees and any amounts owing under this Article \n                                                                       -------\nVI) to which such Affected Person is entitled hereunder; provided, that the\n--                                                       --------   \nBorrower shall provide such Affected Person with an Officer's Certificate\nstating that such Replacement Person has advised the Borrower that it is not\nsubject to, or has agreed not to seek, such increased amount.\n\n                                  ARTICLE VII\n\n                     EFFECTIVENESS; CONDITIONS TO ADVANCES\n\n     SECTION 7.1  Effectiveness. This Agreement shall become effective on the\n                  -------------        \nfirst day (the \"Effective Date\") on which the Agent, on behalf of the Lenders,\n                --------------\nshall have received the following, each in form and substance satisfactory to\nthe Agent, provided that the Effective Date may not occur later than April 1,\n           --------\n1999 without the prior written consent of the Agent and the Lenders: \n\n     (a)  Agreement. This Agreement and Joinder Supplements (resulting in a\n          ---------\nFacility Limit of not less than $150,000,000), executed by each party thereto;\n\n     (b)  Fee Letter. The Fee Letter, duly executed and delivered by the parties\n          ----------\nthereto, and evidence that all amounts required to be paid on the Effective Date\nthereunder shall have been paid;\n\n     (c)  Accounts. Evidence that the Reserve Account, the Collateral Account\n          --------     \nand the Collection Account have been established and the Borrower shall have\ncaused to be deposited in the Reserve Account an amount equal to the Minimum\nReserve Account Amount;\n\n     (d)  Transaction Documents. Executed counterparts of each of the other\n          ---------------------\nTransaction Documents (other than the Note or any Interest Rate Hedge), and the\nBackup Servicer\/Collateral Agent Fee Letter, duly executed by each of the\nparties thereto; and\n\n \n                                                                         Page 46\n\n     (e)  Other. Such other approvals, documents, opinions, certificates and\n          -----\nreports as the Agent may reasonably request.\n\n     SECTION 7.2 Initial Advance. The making of the initial Advance is subject\n                 ---------------   \nto the condition that the Effective Date shall have occurred, the conditions set\nforth in Section 7.3 have been satisfied, and the Agent on behalf of the Lenders\n         -----------\nshall have received the following, each in form and substance satisfactory to\nthe Agent:\n\n     (a)  Note. The Note duly completed and executed by the Borrower;\n          ---- \n\n     (b)  Resolutions. A copy of the resolutions of the Board of Directors (or\n          -----------\nsimilar items) of each of AFC, ACC and AFS (on behalf of itself and the\nBorrower) approving the Transaction Documents to be delivered by it or the\nBorrower hereunder and the transactions contemplated hereby, certified by its\nSecretary or Assistant Secretary;\n\n     (c)  Charters. The Certificate or Articles of Incorporation of each of the\n          --------\nTrust Trustee, AFC, ACC and AFS certified by the Secretary of State of its\njurisdiction of organization; and a certified copy of the Trust Trustee's,\nAFC's, ACC's and AFS's by-laws;\n\n     (d)  Good Standing Certificates. Good Standing Certificates for the Trust\n          --------------------------\nTrustee, and for each of AFC, ACC and AFS issued by the applicable Official Body\nof its jurisdiction of organization; \n\n     (e)  Incumbency. A certificate of the Secretary or Assistant Secretary of\n          ----------\neach of the Trust Trustee (on behalf of the Borrower), AFC, ACC and AFS\ncertifying the names and true signatures of the officers authorized on its\nbehalf to sign this Agreement and the other Transaction Documents to be\ndelivered by it (on which certificate the Agent and the Lenders may conclusively\nrely until such time as the Agent shall receive a revised certificate meeting\nthe requirements of this subsection (e));\n                         ---------------\n\n     (f)  Filings. Acknowledgment copies of proper UCC-1 Financing Statements\n          -------\n(executed by each Seller and\/or Borrower, as applicable), as may be necessary\nor, in the opinion of the Agent, desirable under the UCC of all appropriate\njurisdictions or any comparable law to perfect the security interest of the\nCollateral Agent on behalf of the Secured Parties in all Borrower Collateral in\nwhich an interest may be pledged hereunder;\n\n\n     (g)  Searches. Certified copies of Requests for Information or Copies (Form\n          --------\nUCC-11) (or a similar search report certified by a party acceptable to the\nAgent), dated a date reasonably near to the date of the initial Advance, listing\nall effective financing statements which name the Borrower, AFS or a Seller\n(under their respective present names and any previous names) as debtor and\nwhich are filed in the jurisdictions in\n\n \n                                                                         Page 47\n\nwhich filings were made pursuant to Section 7.2(f), together with copies of such\n                                    --------------\nfinancing statements;\n\n     (h)  Opinions. Legal opinion(s) of the General Counsel of AFC, ACC and AFS,\n          --------\nof Dewey Ballantine, Jenkins &amp; Gilchrist, and Hinchy, Witte, Wood, Anderson &amp; Hodges, each special counsel for the Borrower and AFS, Richards, Layton &amp; Fingers, special Delaware counsel for the Borrower and the Trust Trustee and of\nPurcell &amp; Scott, Co., L.P.A., counsel for the Backup Servicer and Collateral\nAgent, each in form and substance satisfactory to the Agent covering such\nmatters as the Agent may reasonably request; \n\n     (i)  Procedures Letter. An \"agreed upon procedures\" letter (requiring,\n          -----------------\ninter alia, the review of not less than 100 Receivables included in the Total\n----- ----\nReceivables Pool) approved and accepted by the Independent Accountants, AFS and\nthe Agent relating to the reviews described in Section 8.12(b); and \n                                               ---------------\n\n     (j)  Other. Such other approvals, documents, opinions, certificates and\n          -----\nreports as the Agent may reasonably request.\n\n     SECTION 7.3  All Advances. The making of each Advance (including the\n                  ------------  \ninitial Advance) is subject to the condition that the Effective Date shall have\noccurred, the conditions set forth in Section 7.2 shall have been satisfied, and\n                                      -----------\nto the following further conditions precedent that:\n\n     (a)  No Facility Termination Event, etc. Each of the Transaction Documents\nshall be in full force and effect and (i) no Facility Termination Event or\nUnmatured Facility Termination Event has occurred and is continuing or will\nresult from the making of such Advance, (ii) the representations and warranties\nof the Borrower contained in Article X and the Servicer and the Sellers\n                             ---------\ncontained in Section 8.6(b) are true and correct as of the date of such \n             --------------       \nrequested Advance, with the same effect as though made on the date of (and after\ngiving effect to) such Advance, and (iii) after giving effect to such Advance,\nthe aggregate outstanding principal balance of the Advances hereunder will not\nexceed the lesser of the Facility Limit and the Borrowing Base;\n\n     (b)  Advance Request, etc. The Agent shall have received the Advance\n          ---------------\nRequest for such Advance in accordance with Section 2.2, together with all items\n                                            -----------\nrequired to be delivered in connection therewith;\n\n     (c)  Facility Termination Date.  The Facility Termination Date shall not \n          -------------------------                                \nhave occurred;\n\n     (d)  Minimum Advance Amount.  The amount of such Advance is not less than\n          ----------------------\n$5,000,000;\n\n \n                                                                         Page 48\n\n     (e)  Collateral Receipt. The Agent shall have received a duly completed and\n          ------------------\nexecuted Collateral Receipt in respect of each Receivable identified in related\nSchedule of Receivables submitted with the Advance Request for such Advance;\n                                                                 \n     (f)  Portfolio Review.  The Agent shall have received the results\n          ----------------\nof the most recent review required to be made by the Independent Accountants\npursuant to Section 8.12(b), which review shall contain no exceptions\n            ---------------   \nunacceptable to the Agent in its reasonable discretion;\n\n\n     (g)  Borrowing Base Confirmation. The Agent shall have received a duly\n          ---------------------------\ncompleted and executed certificate regarding the Borrowing Base in the form\nattached hereto as Exhibit D (a \"Borrowing Base Confirmation\"), computed as of\n                   ---------     ---------------------------\nthe date of such Advance and after giving effect thereto and to the purchase by\nthe Borrower of any Receivables to be purchased by it under the Purchase\nAgreement on such date;\n\n     (h)  Interest Rate Hedges.  The Agent shall have received evidence, in form\n          --------------------                                             \nand substance satisfactory to the Agent, that the Borrower has entered into\nInterest Rate Hedges to the extent required by, and satisfying the requirements\nof, Section 11.6 (together with an Interest Rate Hedge Assignment Acknowledgment\n    ------------ \nduly executed by the counterparty thereto and concurrently delivered to the\nAgent);\n\n     (i)  Reserve Account. After giving effect to such Advance and the\n          ---------------\napplication of the proceeds thereof in accordance with Section 2.3, the amount\n                                                       -----------\non deposit in the Reserve Account is not less than the Minimum Reserve Account\nAmount;\n\n\n     (j)  Releases. Each of the Agent and the Borrower shall have received, duly\n          --------\nexecuted and delivered by Wells Fargo, a lien release substantially in the form\nspecified in Section 1(b) of the Intercreditor Agreement with respect to the\nReceivables to be acquired by the Borrower with the proceeds of such Advance;\nand \n\n     (k)  Other. The Agent shall have received such other approvals, documents,\n          -----\nopinions, certificates and reports as it may reasonably request.\n\n                                 ARTICLE VIII\n\n                  ADMINISTRATION AND SERVICING OF RECEIVABLES\n\n     SECTION 81. Duties of the Servicer. (a) The Servicer is hereby authorized\n                 ----------------------\nto act for the Borrower and in such capacity shall manage, service, administer\nand make collections on the Transferred Receivables, and perform the other\nactions required by the Servicer under this Agreement for the benefit of the\nInvestors and other Secured Parties. The Servicer agrees that its servicing of\nthe Transferred Receivables shall be carried out in accordance with customary\nand usual procedures of institutions which service motor vehicle retail\ninstallment sales contracts and, to the extent more exacting, \n\n \n                                                                         Page 49\n\nthe degree of skill and attention that the Servicer exercises from time to time\nwith respect to all comparable motor vehicle receivables that it services for\nitself or others in accordance with AFS's Servicing Procedures and Credit Manual\nas in effect from time to time for servicing all its other comparable motor\nvehicle receivables. The Servicer's duties shall include, without limitation,\ncollection and posting of all payments, responding to inquiries of Obligors on\nthe Transferred Receivables, investigating delinquencies, sending payment\nstatements or payment books to Obligors, reporting any required tax information\nto Obligors, policing the collateral, complying with the terms of the Lockbox\nAgreement, accounting for collections and furnishing monthly and annual\nstatements to the Agent and the Collateral Agent with respect to distributions,\nmonitoring the status of Insurance Policies with respect to the Financed\nVehicles and performing the other duties specified herein. The Servicer shall\nalso administer and enforce all rights and responsibilities of the holder of the\nTransferred Receivables provided for in the Dealer Agreements (and shall\nmaintain possession of the Dealer Agreements, to the extent it is necessary to\ndo so), the Dealer Assignments and the Insurance Policies, to the extent that\nsuch Dealer Agreements, Dealer Assignments and Insurance Policies relate to the\nTransferred Receivables, the related Financed Vehicles or the related Obligors.\n\n     (b)  To the extent consistent with the standards, policies and procedures\notherwise required hereby, the Servicer shall follow its customary standards,\npolicies, and procedures with respect to the Transferred Receivables and shall\nhave full power and authority, acting alone, to do any and all things in\nconnection with such managing, servicing, administration and collection that it\nmay deem necessary or desirable. Without limiting the generality of the\nforegoing, the Servicer is hereby authorized and empowered by the Borrower to\nexecute and deliver, on behalf of the Borrower, any and all instruments of\nsatisfaction or cancellation, or of partial or full release or discharge, and\nall other comparable instruments, with respect to the Transferred Receivables\nand with respect to the related Financed Vehicles. The Servicer is authorized to\nrelease Liens on Financed Vehicles in order to collect insurance proceeds with\nrespect thereto and to liquidate such Financed Vehicles in accordance with its\ncustomary standards, policies and procedures; provided, however, that\n                                              --------  -------      \nnotwithstanding the foregoing, the Servicer shall not, except pursuant to an\norder from a court of competent jurisdiction, release an Obligor from payment of\nany unpaid amount under any Transferred Receivable or waive the right to collect\nthe unpaid balance of any Transferred Receivable from the Obligor, except that\nthe Servicer may forego collection efforts if the amount subject to collection\nis de minimis and if it would forego collection in accordance with its customary\nprocedures.  The Servicer is hereby authorized to commence, in its own name or\nin the name of the Borrower, the Collateral Agent or the Lenders (provided that\n                                                                  --------     \nif the Servicer is acting in the name of the Collateral Agent or the Lenders,\nthe Servicer shall have obtained the Collateral Agent's and the Agent's consent,\nas the case may be, which consent shall not be unreasonably withheld), a legal\nproceeding to enforce a Transferred Receivable pursuant to Section 8.3 or to\n                                                           -----------      \ncommence or participate in any other legal proceeding (including, without\nlimitation, a \n\n \n                                                                         Page 50\n\nbankruptcy proceeding) relating to or involving a Transferred Receivable, an\nObligor or a Financed Vehicle. If the Servicer commences or participates in such\na legal proceeding in its own name, the Borrower or the Collateral Agent (on\nbehalf of the Secured Parties), as the case may be, shall thereupon be deemed to\nhave automatically assigned such Transferred Receivable to the Servicer solely\nfor purposes of commencing or participating in any such proceeding as a party or\nclaimant, and the Servicer is authorized and empowered by the Borrower or the\nCollateral Agent (on behalf of the Secured Parties), as the case may be, to\nexecute and deliver in the Servicer's name any notices, demands, claims,\ncomplaints, responses, affidavits or other documents or instruments in\nconnection with any such proceeding. The Borrower and the Collateral Agent (on\nbehalf of the Secured Parties), as the case may be, shall furnish the Servicer\nwith any powers of attorney and other documents which the Servicer may\nreasonably request in writing and which the Servicer deems necessary or\nappropriate and take any other steps which the Servicer may deem necessary or\nappropriate to enable the Servicer to carry out its servicing and administrative\nduties under this Agreement.\n\n     (c)  The Servicer agrees to perform all duties and obligations of the\nBorrower under the Transaction Documents, including, without limitation, the\nobligations of the Borrower under this Agreement.\n\n     SECTION 8.2.  Collection of Receivable Payments; Modification and Amendment\n                   -------------------------------------------------------------\nof Receivables; Lockbox Agreements.\n----------------------------------\n\n     (a)  Consistent with the standards, policies and procedures required by\nthis Agreement, the Servicer shall make reasonable efforts to collect all\npayments called for under the terms and provisions of the Transferred\nReceivables as and when the same shall become due, and shall follow such\ncollection procedures as it follows with respect to all comparable automobile\nreceivables that it services for itself or others and otherwise act with respect\nto the Transferred Receivables, the Dealer Agreements, the Dealer Assignments\nand the Insurance Policies in such manner as will, in the reasonable judgment of\nthe Servicer, maximize the amount to be received by the Borrower and the Secured\nParties with respect thereto. The Servicer is authorized in its discretion to\nwaive any prepayment charge, late payment charge or any other similar fees that\nmay be collected in the ordinary course of servicing any Transferred Receivable.\n\n     (b)  The Servicer may at any time agree to a modification or amendment of a\nTransferred Receivable in order to (i) change the Obligor's regular due date to\nanother date within the Collection Period in which such due date occurs, (ii) \nre-amortize the amount of the scheduled payments on the Transferred Receivable\nfollowing a partial prepayment of principal or (iii) convert a Pre-Computed\nReceivable to a Simple Interest Receivable.\n\n \n                                                                         Page 51\n\n     (c)  The Servicer may grant payment extensions on, or other modifications\nor amendments to, a Transferred Receivable (including those modifications\npermitted by Section 8.2(b)) in accordance with its customary procedures if the\n             ---------------  \nServicer believes in good faith that such extension, modification or amendment\nis necessary to avoid a default on such Transferred Receivable, will maximize\nthe amount to be received by the Borrower and the Secured Parties with respect\nto such Transferred Receivable, and is otherwise in the best interests of the\nBorrower and the Secured Parties; provided, however, that:\n                                  --------  -------\n\n               (i)    in no event may a Transferred Receivable be extended more\n          than twice during any twelve month period or more than six times\n          during the full term of such Transferred Receivable;\n\n               (ii)   the aggregate period of all extensions on a Receivable\n          shall not exceed six months and any such extension shall not extend\n          beyond 78 months after the Facility Termination Date; and\n\n               (iii)  the Servicer shall not amend or modify a Transferred\n          Receivable (except as provided in Section 8.2(b) and clause (i) and\n                                            --------------\n          (ii) of this Section 8.2(c)) without the written consent of the Agent.\n                       --------------                                           \n\nprovided, that any such amendment, modification or extension shall be delivered\n--------  ----                                                                 \nby the Servicer to the Custodian promptly after execution thereof.\n\n     (a)  The Servicer shall use its best efforts to cause Obligors to make all\npayments on the Transferred Receivables, whether by check or by direct debit of\nthe Obligor's bank account, to be made directly to one or more Lockbox Banks,\nacting as agent for the Collateral Agent (on behalf of the Secured Parties)\npursuant to a Lockbox Agreement. Amounts received by a Lockbox Bank in respect\nof the Transferred Receivables may initially be deposited into an account (the\n\"Lockbox Account\") maintained by the Lockbox Bank as agent for the Collateral\n ---------------    \nAgent (on behalf of the Secured Parties) and for other owners of automobile\nreceivables serviced by the Servicer. The Servicer shall use its best efforts to\ncause the Lockbox Bank, pursuant to the Lockbox Agreement, to deposit all\npayments on the Transferred Receivables in the Lockbox Account no later than the\nBusiness Day after receipt and shall transfer all amounts credited to the\nLockbox Account on account of such payments to the Collection Account, no later\nthan the second Business Day after receipt of such payments. The Lockbox Account\nshall be a demand deposit account held by the Lockbox Bank, or at the request of\nthe Agent, an Eligible Account satisfying clause (i) of the definition thereof.\n\n     Notwithstanding any Lockbox Agreement, or any of the provisions of this\nAgreement relating to the Lockbox Agreement, the Servicer shall remain obligated\nand liable to the Agent, the Collateral Agent and the Investors for servicing\nand \n\n \n                                                                         Page 52\n\nadministering the Transferred Receivables in accordance with the provisions\nof this Agreement without diminution of such obligation or liability by virtue\nthereof.\n\n          In the event the Servicer shall for any reason no longer be acting as\nsuch, the Backup Servicer or successor Servicer shall thereupon assume all of\nthe rights and, from the date of assumption, all of the obligations of the\noutgoing Servicer under the Lockbox Agreement, if applicable.  The Backup\nServicer or any other successor Servicer shall not be liable for any acts,\nomissions or obligations of the Servicer prior to such succession.  In such\nevent, the successor Servicer shall be deemed to have assumed all of the\noutgoing Servicer's interest therein and to have replaced the outgoing Servicer\nas a party to each such Lockbox Agreement to the same extent as if such Lockbox\nAgreement had been assigned to the successor Servicer, except that the outgoing\nServicer shall not thereby be relieved of any liability or obligations on the\npart of the outgoing Servicer to the Lockbox Bank under such Lockbox Agreement.\nThe outgoing Servicer shall, upon request of the Agent, but at the expense of\nthe outgoing Servicer, deliver to the successor Servicer all documents and\nrecords relating to each such agreement and an accounting of amounts collected\nand held by the Lockbox Bank and otherwise use its best efforts to effect the\norderly and efficient transfer of any Lockbox Agreement to the successor\nServicer.  In the event that the Agent elects to change the identity of the\nLockbox Bank, the Servicer, at its expense, shall cause the Lockbox Bank to\ndeliver, at the direction of the Agent, to the Collateral Agent or a successor\nLockbox Bank all documents and records relating to the Transferred Receivables\nand all amounts held (or thereafter received) by the Lockbox Bank (together with\nan accounting of such amounts) and shall otherwise use its best efforts to\neffect the orderly and efficient transfer of the lockbox arrangements and the\nServicer shall notify the Obligors to make payments to the Lockbox Account\nestablished by the successor.\n\n     (e)  The Servicer shall remit all payments by or on behalf of the Obligors\nreceived directly by the Servicer to the Lockbox Account as soon as practicable,\nbut in no event later than the Business Day after receipt thereof.\n\n     SECTION 8.3  Realization Upon Receivables.\n                  ---------------------------- \n\n     (a)  Consistent with the standards, policies and procedures required by\nthis Agreement, the Servicer shall use its best efforts to repossess (or\notherwise comparably convert the ownership of) and liquidate any Financed\nVehicle securing a Transferred Receivable with respect to which the Servicer has\ndetermined that payments thereunder are not likely to be resumed, as soon as is\npracticable after default on such Transferred Receivable but in no event later\nthan the date on which all or any portion of a Scheduled Payment has become 91\nor more days delinquent; provided, however, that the Servicer may elect not to\nrepossess a Financed Vehicle within such time period if in its good faith\njudgment it determines that the proceeds ultimately recoverable with respect to\nsuch Receivable would be increased by \n\n \n                                                                         Page 53\n\nforbearance. The Servicer is authorized to follow such customary practices and\nprocedures as it shall deem necessary or advisable, consistent with the standard\nof care required by Section 8.1, which practices and procedures may include\n                    -----------\nreasonable efforts to realize upon any recourse to Dealers, selling the related\nFinanced Vehicle at public or private sale, the submission of claims under an\nInsurance Policy and other actions by the Servicer in order to realize upon such\nTransferred Receivable. The foregoing is subject to the provision that, in any\ncase in which the Financed Vehicle shall have suffered damage, the Servicer\nshall not expend funds in connection with any repair or towards the repossession\nof such Financed Vehicle unless it shall determine in its discretion that such\nrepair and\/or repossession shall increase the proceeds of liquidation of the\nrelated Transferred Receivable by an amount greater than the amount of such\nexpenses. All Recoveries shall be remitted directly by the Servicer to the\nLockbox Account as soon as practicable, but in no event later than the Business\nDay after receipt thereof. The Servicer shall be entitled to recover all\nreasonable expenses incurred by it in the course of repossessing and liquidating\na Financed Vehicle, but only out of the cash proceeds of such Financed Vehicle,\nany deficiency obtained from the Obligor or any amounts received from the\nrelated Dealer, which amounts may be retained by the Servicer (and shall not be\nrequired to be deposited in the Lockbox Account) to the extent of such expenses.\nThe Servicer shall pay on behalf of the Borrower any personal property taxes\nassessed on repossessed Financed Vehicles; and the Servicer shall be entitled to\nreimbursement of any such tax from Recoveries with respect to the related\nTransferred Receivable.\n\n     (b)  If the Servicer elects to commence a legal proceeding to enforce a\nDealer Agreement or Dealer Assignment, the act of commencement shall be deemed\nto be an automatic assignment from the Borrower and the Collateral Agent (on\nbehalf of the Secured Parties) to the Servicer of the rights under such Dealer\nAgreement and Dealer Assignment for purposes of collection only. If, however, in\nany enforcement suit or legal proceeding, it is held that the Servicer may not\nenforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a\nreal party in interest or a Person entitled to enforce the Dealer Agreement or\nDealer Assignment, the Borrower, at the Servicer's expense, shall take such\nsteps as the Servicer deems necessary to enforce the Dealer Agreement or Dealer\nAssignment, including bringing suit in its name. All amounts recovered shall be\nremitted directly by the Servicer to the Lockbox Account as soon as practicable,\nbut in no event later than the Business Day after receipt thereof.\n\n     SECTION 8.4  Insurance.\n                  ---------   \n\n     (a)  The Servicer shall monitor the status of the Insurance Policies in\naccordance with its customary servicing procedures. If the Servicer shall\ndetermine that an Obligor has failed to obtain or maintain a physical loss and\ndamage insurance policy covering the related Financed Vehicle which satisfies\nthe conditions set forth in clause (n) of the definition of \"Eligible \n                            ----------                               \nReceivable\" (including during the repossession of such Financed Vehicle) the\nServicer shall enforce the rights of the holder of the\n\n \nReceivable thereunder to require that the Obligor obtains such physical loss and\ndamage insurance.\n\n     (b)  The initial Servicer may, in its reasonable discretion, if an Obligor\nfails to obtain or maintain a physical loss and damage Insurance Policy, obtain\ninsurance with respect to the related Financed Vehicle and advance on behalf of\nsuch Obligor, as required under the terms of the Insurance Policy, the premiums\nfor such insurance (such insurance being referred to herein as \"Force-Placed\n                                                                ------------ \nInsurance\"). All policies of Force-Placed Insurance shall be endorsed with\n---------\nclauses providing for loss payable to the Collateral Agent. Any cost incurred by\nthe Servicer in maintaining such Force-Placed Insurance shall only be\nrecoverable out of premiums paid by the Obligors or Recoveries with respect to\nthe Transferred Receivable, as provided in paragraph (c) of this Section 8.4.\n                                                                 -----------\n\n     (c)  In connection with any Force-Placed Insurance obtained hereunder, the\nServicer may, in the manner and to the extent permitted by applicable law,\nrequire the Obligors to repay the entire premium to the Servicer. In no event\nshall the Servicer include the amount of the premium in the Amount Financed\nunder the Receivable. For all purposes of this Agreement, the Insurance Add-On\nAmount with respect to any Receivable having Force-Placed Insurance will be\ntreated as a separate obligation of the Obligor and will not be added to the\nPrincipal Balance of such Receivable, and amounts allocable thereto will not be\navailable in respect of the Obligations. The Servicer shall retain and\nseparately administer the right to receive payments from Obligors with respect\nto Insurance Add-On Amounts or rebates of Force-Placed Insurance premiums. If an\nObligor makes a payment with respect to a Receivable having Force-Placed\nInsurance, but the Servicer is unable to determine whether the payment is\nallocable to the Receivable or to the Insurance Add-On Amount, the payment shall\nbe applied first to any unpaid Scheduled Payments and then to the Insurance Add-\nOn Amount. Recoveries on any Receivable will be used first to pay the Principal\nBalance and accrued interest on such Receivable and then to pay the related\nInsurance Add-On Amount. If an Obligor under a Receivable with respect to which\nthe Servicer has placed Force-Placed Insurance fails to make scheduled payments\nof such Insurance Add-On Amount as due, and the Servicer has determined that\neventual payment of the Insurance Add-On Amount is unlikely, the Servicer may,\nbut shall not be required to, purchase such Receivable from the Borrower for the\nPurchase Amount on any subsequent Distribution Date. Any such Receivable, and\nany Receivable with respect to which the Servicer has placed Force-Placed\nInsurance which has been paid in full (excluding any Insurance Add-On Amounts)\nwill be assigned by the Borrower to the Servicer.\n\n     (d)  The Servicer may sue to enforce or collect upon the Insurance\nPolicies, in its own name, if possible, or as agent of the Borrower and the\nCollateral Agent (on behalf of the Secured Parties). If the Servicer elects to\ncommence a legal proceeding to enforce an Insurance Policy, the act of\ncommencement shall be deemed to be an\n\n \n                                                                        Page 55\n\n automatic assignment of the rights of the Borrower and the Collateral Agent (on\n behalf of the Secured Parties) under such Insurance Policy to the Servicer for\n purposes of collection only. If, however, in any enforcement suit or legal\n proceeding it is held that the Servicer may not enforce an Insurance Policy on\n the grounds that it is not a real party in interest or a holder entitled to\n enforce the Insurance Policy, the Borrower shall take such steps as the\n Servicer deems necessary to enforce such Insurance Policy, including bringing\n suit in its name.\n\n     (e)     The Servicer may, in its reasonable discretion, maintain Collateral\n Insurance. If the Servicer elects not to maintain Collateral Insurance it will\n be obligated to indemnify the Borrower, and the Secured Parties against any\n losses arising from an Obligor's failure to maintain physical loss and damage\n insurance with respect to the related Financed Vehicle.\n\n     SECTION 8.5 Maintenance of Security Interests in Financed Vehicles.\n                 ------------------------------------------------------\n     (a)     Consistent with its obligations under this Agreement, the Security\nAgreement and the Custodian Agreement, the Servicer shall take such steps as are\nnecessary to maintain perfection of the security interest created by each\nTransferred Receivable in the related Financed Vehicle on behalf of the Borrower\nand the Collateral Agent for the benefit of the Secured Parties, including but\nnot limited to obtaining the execution by the Obligors and the recording,\nregistering, filing, re-recording, re-filing, and re-registering of all security\nagreements, financing statements and continuation statements as are necessary to\nmaintain the security interest granted by the Obligors under the Transferred\nReceivables. The Borrower and the Collateral Agent (on behalf of the Secured\nParties) each hereby authorizes the Servicer, and the Servicer agrees, to take\nany and all steps necessary to re-perfect such security interest on behalf of\nthe Borrower and the Collateral Agent (on behalf of the Secured Parties) as\nnecessary because of the relocation of a Financed Vehicle or for any other\nreason. In the event that the assignment of a Transferred Receivable to the\nBorrower and the pledge thereof to the Collateral Agent (on behalf of the\nSecured Parties), and the filing of UCC financing statements all as provided\nherein, is insufficient, without a notation on the related Financed Vehicle's\ncertificate of title, or without fulfilling any additional administrative\nrequirements under the laws of the state in which the Financed Vehicle is\nlocated, to perfect a security interest in the related Financed Vehicle in favor\nof the Borrower and the pledge thereof to the Collateral Agent (on behalf of the\nSecured Parties), the parties hereto agree that AFS's or ACC's (as applicable)\ndesignation as the secured party on the certificate of title is, with respect to\neach secured party, as applicable, in its capacity as agent of the Borrower and\nthe Secured Parties.\n\n     (b)     Upon the occurrence and during the continuance of a Facility\nTermination Event, the Agent may instruct the Borrower and the Servicer to take\nor cause to be taken such reasonable action as may, in the opinion of counsel to\nthe Agent, be necessary or desirable to perfect or re-perfect the security\ninterests in the Financed\n\n \n                                                                       Page 56\n\nVehicles securing the Transferred Receivables in the name of the Borrower and\nthe Collateral Agent (on behalf of the Secured Parties) (as lienholder) by\namending the title documents of such Financed Vehicles or by such other\nreasonable means as may, in the opinion of counsel to the Agent, be necessary or\nprudent. AFS hereby agrees to pay all expenses related to such perfection or re-\nperfection and to take all action necessary therefor. In addition, prior to the\noccurrence of a Facility Termination Event, the Agent may instruct the Borrower\nand the Servicer to take or cause to be taken such reasonable action (at the\nexpense of the Lenders) as may, in the opinion of counsel to the Agent, be\nnecessary to perfect or re-perfect the security interest in the Financed\nVehicles underlying the Transferred Receivables in the name of the Borrower and\nthe Collateral Agent (on behalf of the Secured Parties), including by amending\nthe title documents of such Financed Vehicles or by such other reasonable means\nas may, in the opinion of counsel to the Agent, be necessary or prudent.\n\n     SECTION 8.6 Covenants, Representations and Warranties of Servicer and \n                 ---------------------------------------------------------\nSellers.  \n-------\n\n     (a)       The Servicer covenants to the Borrower, the Agent and the\nInvestors as follows:\n\n                      (i)   Liens in Force.  The Financed Vehicle securing each\n                            --------------\n               Transferred Receivable shall not be released in whole or in part\n               from the security interest granted by such Receivable, except\n               upon payment in full of such Receivable or as otherwise\n               contemplated herein;\n\n                      (ii)  No Impairment. The Servicer shall do nothing to\n                            -------------\n               impair the rights of the Borrower or the Secured Parties in the\n               Transferred Receivables, the Dealer Agreements, the Dealer\n               Assignments or the Insurance Policies;\n\n                      (iii) No Amendments. The Servicer shall not extend or\n                            -------------\n               otherwise amend the terms of any Transferred Receivable, except\n               in accordance with Section 8.2;\n                                  -----------\n\n                      (iv)  Restriction on Liens.  The Servicer shall not: (i)\n                            --------------------\n               create or incur or agree to create or incur, or consent to cause\n               (upon the happening of a contingency or otherwise) the creation,\n               incurrence or existence of any Lien or restriction on\n               transferability of the Receivables or of any Other Conveyed\n               Property except for the Lien in favor of the Collateral Agent for\n               the benefit of Secured Parties, and the restrictions on\n               transferability imposed by this Agreement or (ii) sign or file\n               under the UCC of any jurisdiction any financing statement or sign\n               any security agreement authorizing any secured party thereunder\n               to file such financing statement, with respect to the Receivables\n               or to any Other Conveyed Property,\n\n \n                                                                         Page 57\n\n               except in each case any such instrument solely securing the\n               rights and preserving the Lien of the Collateral Agent, for the\n               benefit of Secured Parties. The Servicer will take no action to\n               cause any Receivable to be evidenced by an instrument (as such\n               term is defined in the relevant UCC);\n                               \n                    (v)    Servicing of Receivables.  The Servicer shall service\n                           ------------------------          \n               the ransferred Receivables as required by the terms of this\n               Agreement and in material compliance with the current Servicing\n               Procedures and Credit Manual for servicing all its other\n               comparable motor vehicle receivables and the Servicer shall not\n               change the Servicing Procedures and Credit Manual or the manner\n               in which it services the Receivables in any way that can have a\n               material adverse effect on the Transferred Receivables or the\n               Investors;\n\n                    (vi)   Compliance with Laws.  The Servicer shall comply in \n                           --------------------             \n               all material respects with the laws of each state in which a\n               Transferred Receivable is located, including, without limitation,\n               all federal and state laws regarding the collection and\n               enforcement of consumer debt;\n\n                    (vii)  Notice of Relocation.   The Servicer shall give the\n                           -------------------- \n               Agent at least 60 days prior written notice of any relocation\n               of its principal executive office if, as a result of such\n               relocation, the applicable provisions of the UCC would require\n               the filing of any amendment of any previously filed financing\n               or continuation statement or of any new financing statement.\n               The Servicer shall at all times maintain each office from which\n               it services the Collateral and its principal executive office\n               within the United States of America;\n\n                    (viii) Maintenance of Computer Systems, etc. The Servicer\n                           ------------------------------------\n               shall maintain its computer systems so that, from and after the\n               time of the first Advance under this Agreement, the Servicer's\n               master computer records (including archives) that shall refer to\n               the Collateral indicate clearly that such Collateral is subject\n               to first priority security interest in favor of the Collateral\n               Agent for the benefit of the Secured Parties. Indication of the\n               Collateral Agent's security interest shall be deleted from or\n               modified on the Servicer's computer systems when, and only when,\n               the Collateral in question shall have been paid in full or sold\n               by the Borrower in accordance herewith; and\n               \n                    (ix)   Other Sales, Grants or Transfers. If at any time the\n                           --------------------------------  \n               Servicer shall propose to sell, grant a security interest in, or\n               otherwise transfer any interest in motor vehicle receivables to\n               any prospective purchaser, lender or other transferee, the\n               Servicer shall give to such prospective purchaser, lender, or\n               other transferee computer tapes, records, or print-outs\n \n\n \n                                                                       Page 58\n \n               (including any restored from archives) that, if they shall refer\n               in any manner whatsoever to any Collateral, shall indicate\n               clearly that such Collateral is subject to a first priority\n               security interest in favor of the Collateral Agent for the\n               benefit of the Secured Parties.\n\n     (b)       Each of the Sellers, the Servicer and any successor Servicer\nrepresents and warrants to the Borrower, the Agent and the Investors, as to\nitself that:\n\n                    (i)    Organization and Good Standing. It has been duly\n                           ------------------------------\n               organized and is validly existing and in good standing under the\n               laws of the jurisdiction of its organization, with power,\n               authority and legal right to own its properties and to conduct\n               its business as such properties are currently owned and such\n               business is currently conducted, and had at all relevant times,\n               and now has, power, authority and legal right to enter into and\n               perform its obligations under this Agreement and the other\n               Transaction Documents to which it is party (in any capacity);\n\n                    (ii)   Due Qualification. It is duly qualified to do\n                           -----------------\n               business as a foreign corporation in good standing, and has\n               obtained all necessary licenses and approvals, in all\n               jurisdictions where the failure to do so would have a material\n               adverse effect on its ability to perform its obligations\n               hereunder or under any other Transaction Document to which it is\n               party (in any capacity);\n\n\n                    (iii)  Power and Authority. It has the power and authority\n                           -------------------\n               to execute and deliver this Agreement and the Transaction\n               Documents to which it is a party (in any capacity) and to carry\n               out its terms and their terms, respectively, and, in the case of\n               the Sellers, to sell Receivables to the Borrower; and the\n               execution, delivery and performance of this Agreement and the\n               Transaction Documents to which it is a party (in any capacity)\n               have been duly authorized by all necessary corporate action;\n\n\n                    (iv)   Binding Obligation. This Agreement and the\n                           ------------------\n               Transaction Documents to which it is a party (in any capacity)\n               shall constitute its legal, valid and binding obligations\n               enforceable in accordance with their respective terms, except as\n               enforceability may be limited by bankruptcy, insolvency,\n               reorganization, or other similar laws affecting the enforcement\n               of creditors' rights generally and by equitable limitations on\n               the availability of specific remedies, regardless of whether such\n               enforceability is considered in a proceeding in equity or at law;\n\n                    (v)    No Violation. The consummation of the transactions\n                           ------------\n               contemplated by this Agreement and the Transaction Documents to\n               which it is a party (in any capacity), and the fulfillment of the\n               terms of this\n\n \n                                                                      Page 59\n\n               Agreement and the Transaction Documents to which it is a party\n               (in any capacity), including, in the case of the Sellers, the\n               sale of Receivables pursuant to the Purchase Agreement, shall not\n               conflict with, result in any breach of any of the terms and\n               provisions of, or constitute (with or without notice or lapse of\n               time) a default under, its c ertificate or articles of\n               incorporation or bylaws, or any indenture, agreement, mortgage,\n               deed of trust or other instrument to which it is a party or by\n               which it is bound or any of its properties are subject, or result\n               in the creation or imposition of any Lien upon any of its\n               properties pursuant to the terms of any such indenture,\n               agreement, mortgage, deed of trust or other instrument, other\n               than this Agreement, or violate any law, order, rule or\n               regulation applicable to it of any court other Official Body,\n               having jurisdiction over it or any of its properties, or in any\n               way materially adversely affect the interest of the Borrower, the\n               Collateral Agent or the Secured Parties in any Transferred\n               Receivable, or affect its ability to perform its obligations\n               under this Agreement or under any of the other Transaction\n               Documents to which it is party;\n\n                    (vi)   No Proceedings. There are no proceedings or \n                           --------------\n               investigations pending or,its knowledge, threatened against it,\n               before any court or other Official Body having jurisdiction over\n               it or its properties (A) asserting the invalidity of this\n               Agreement or any of the Transaction Documents, (B) seeking to\n               prevent the consummation of any of the transactions contemplated\n               by this Agreement or any of the Transaction Documents, (C)\n               seeking any determination or ruling that might materially and\n               adversely affect its performance of its obligations under, or the\n               validity or enforceability of, this Agreement or any of the\n               Transaction Documents, or (D) that could have a material adverse\n               effect on the Transferred Receivables;\n\n\n                    (vii)  Year 2000 Compliance. The Servicer and its\n                           --------------------              \n               Subsidiaries have (i) undertaken a detailed review and assessment\n               of all areas within its business and operations (including its\n               servicing operations) that could be adversely affected by the\n               failure of the Servicer or its Subsidiaries to be Year 2000\n               Compliant on a timely basis, (ii) developed a detailed plan and\n               timetable for becoming Year 2000 Compliant on a timely basis, and\n               (iii) implemented and will implement that plan in accordance with\n               that timetable in all material respects;\n\n\n                    (viii) ERISA.  It is in compliance in all material respects\n                           -----\n               with ERISA and there is no Lien of the Pension Benefit Guaranty\n               Corporation on any of the Transferred Receivables or Other\n               Conveyed Property;\n\n                    (ix)   Investment Company Status.  It is not an \"investment \n                           ------------------------- \n\n \n                                                                       Page 60\n\n               company\" meaning of the Investment Company Act of 1940, as\n               amended, or is exempt from all provisions of such Act;\n\n                    (x)    No Consents.  It is not required to obtain the\n                           -----------\n               consent of any other Person or any consent, license, approval or\n               authorization of, or registration or declaration with, any\n               Official Body in connection with the execution, delivery,\n               performance, validity or enforceability of this Agreement and the\n               Transaction Documents to which it is party (in any\n               capacity);\n\n                    (xi)   Chief Executive Office. As to AFS, its chief\n                           ----------------------\n               executive office is located at 200 Bailey Avenue, Fort Worth,\n               Texas 76107 and as to AFC and ACC, as set forth in the Purchase\n               Agreement;\n\n\n                    (xii)  Eligibility.  As to AFS only, each Receivable\n                           -----------\n               (whether or not AFS is the Seller of such Receivable) set forth\n               in a Schedule of Receivables is, on its Purchase Date, an\n               Eligible Receivable, and the representations and warranties with\n               respect thereto set forth on the Schedule of Representations (as\n               defined in the Purchase Agreement) are true and correct on such\n               date;and\n          \n                    (xiii) Other Documents.  The representations and warranties\n                           ---------------\n               made by it (in any capacity) in each of the other Transaction\n               Documents to which it is a party are true and correct in all\n               material respects as of the date(s) made.\n\n     (c)       Each Seller covenants to the Borrower, the Agent and the\nInvestors as follows:\n             \n                                                    \n                    (i)    Preservation of Existence. Such Seller shall observe\n                           -------------------------  \n               all procedures required by its organizational documents and by-\n               laws and preserve and maintain its existence, rights, franchises\n               and privileges in the jurisdiction of its incorporation, and\n               qualify and remain qualified in good standing in each\n               jurisdiction where the failure to preserve and maintain such\n               existence, rights, franchises, privileges and qualifications\n               would materially adversely affect (1) the interests hereunder of\n               the Agent or any Affected Person, (2) the collectibility of any\n               Receivable or (3) its ability to perform its obligations\n               hereunder or under any of the other Transaction Documents.\n\n                    (ii)   keeping of Records and Books of Account. Such Seller\n                           ---------------------------------------\n               shall maintain and implement (or cause the Servicer to maintain\n               and implement) administrative and operating procedures\n               (including, without limitation, an ability to recreate records\n               evidencing the Receivables in the\n\n \n                                                                         Page 61\n\n\n               event of the destruction of the originals thereof) and keep and\n               maintain, all documents, books, records and other information\n               reasonably necessary or advisable for the collection of all\n               Transferred Receivables (including, without limitation, records\n               adequate to permit the daily identification of all collections of\n               and adjustments to each Transferred Receivable).\n\n                    (iii) Separate Corporate Existence. Such Seller shall take\n                          ----------------------------\n               all reasonable steps to maintain its identity as a separate legal\n               entity from the Borrower or any of its Affiliates and to make it\n               manifest to third parties that it is an entity with assets and\n               liabilities distinct from those of the Borrower and each other\n               Affiliate thereof.\n\n                    (iv)  Tangible Net Worth. Such Seller shall maintain at all\n                          ------------------\n               times a positive Tangible Net Worth.\n\n                     (v)  Documents.  Such Seller shall comply with each of the\n                          ---------\n               terms of the Transaction Documents to which it is party (in any\n               capacity) and shall not cancel or terminate any of the\n               Transaction Documents to which it is party (in any capacity), or\n               consent to or accept any cancellation or termination of any of\n               such agreements, or amend or otherwise modify any term or\n               condition of any of the Transaction Documents to which it is\n               party (in any capacity) or give any consent, waiver or approval\n               under any such agreement, or waive any default under or breach of\n               any of the Transaction Documents to which it is party (in any\n               capacity) or take any other action under any such agreement not\n               required by the terms thereof, unless (in each case) the Agent\n               shall have consented thereto.\n\n                    (vi) Charter and By-Laws. As to AFC only, it shall not\n                         -------------------\n               amend, modify or otherwise change any of the terms or provisions\n               in its certificate of incorporation or its by-laws, without the\n               prior written consent of the Agent.\n\n                    (vii) Accounting Treatment.  Such Seller shall not prepare\n                          --------------------                                \n               any financial statements or other statements (including any tax\n               filings which are not consolidated with those of AmeriCredit\n               Corp.) which shall account for the transactions contemplated by\n               the Purchase Agreement in any manner other than as the sale of,\n               or a capital contribution of, the applicable Transferred\n               Receivables and the related assets by such Seller to the\n               Borrower.\n\n                    (vii) Certificates.  It will not sell, pledge, assign or\n                          ------------                                      \n               transfer any Certificate to any other Person which is not a\n               Seller, or grant, create, incur, assume or suffer to exist any\n               Lien on any Certificate or any interest \n\n \n                                                                         Page 62\n\n          therein.\n                    \n     SECTION 8.7 Purchase of Receivables Upon Breach of Covenant or\n                 --------------------------------------------------\nRepresentation and Warranty. The Borrower or the Servicer, as the case may be,\n---------------------------\nshall inform the other parties to this Agreement promptly, in writing, upon the\ndiscovery of any breach of the Servicer's or any Seller's representations and\nwarranties and covenants pursuant to Section 8.5(a) or 8.6 or under the Purchase\n                                     -------------     ---\nAgreement; provided, however, that the failure to give any such notice shall not\nderogate from any obligation of the Servicer hereunder or AFS or any Seller\nunder the Purchase Agreement to repurchase any Transferred Receivable; provided,\nfurther that, the Backup Servicer shall have no duty to inquire into or to\ninvestigate the breach of any such representations and warranties and covenants.\nWith respect to the breach of any of the Servicer's representations and\nwarranties and covenants pursuant to Section 8.5(a) and 8.6(a)(i), (ii), (iii)\n                                     -------------      --------    --    ---\nor (iv) and with respect to the breach of AFS's representation and warranties\n    --\npursuant to Section 8.6(b)(xii), unless the breach shall have been cured by the\n            ------------------\nlast day of the first full calendar month following the discovery by or notice\nto the Servicer or AFS, as the case may be, of the breach, the Servicer or AFS,\nas the case may be, shall have an obligation, and the Borrower and the Agent\nshall (provided that it either has made such discovery or has received such\n       --------\nnotice thereof) enforce such obligation, to purchase or repurchase any\nTransferred Receivable materially and adversely affected by the breach. The\nBorrower shall notify the Agent promptly, in writing, of any failure by the\nServicer or AFS to so repurchase any Transferred Receivable. In consideration of\nthe purchase of the Transferred Receivable hereunder or under the Purchase\nAgreement, the Servicer or AFS, as the case may be, shall remit the Purchase\nAmount to the Collection Account on the date of such repurchase.\n\n     In addition to the foregoing and notwithstanding whether the related\nTransferred Receivable shall have been purchased by the Servicer, the Servicer\nshall indemnify the Backup Servicer, the Borrower, the Collateral Agent, the\nAgent and the other Secured Parties against all costs, expenses, losses,\ndamages, claims and liabilities, including reasonable fees and expenses of\ncounsel, which may be asserted against or incurred by any of them as a result of\nthird party claims arising out of the events or facts giving rise to a breach of\nthe covenants or representations and warranties set forth in Section 8.5(a) or\n                                                             --------------   \n8.6.\n--- \n\n     SECTION 8.8. Total Servicing Fee; Payment of Certain Expenses by Servicer.\n                  ------------------------------------------------------------\n\n     (a)  Subject to, and in accordance with, the provisions of the Security\nAgreement, on each Distribution Date, the Servicer shall be entitled to receive\nout of the Collection Account the Servicing Fee for the related Collection\nPeriod.\n\n     (b)  The Servicer shall be required to pay all expenses incurred by it in\n          connection with its activities under this Agreement (including taxes\n          imposed on the\n\n \n                                                                         Page 63\n\nServicer). The Servicer shall be liable for the fees and expenses of the Backup\nServicer, the Lockbox Bank (and any fees under the Lockbox Agreement), the\nCustodian, the Collateral Agent, the Agent and the Independent Accountants, to\nthe extent such amounts have not been paid in accordance with the Security\nAgreement.\n\n     SECTION 8.9 Servicer's Certificate.\n                 ---------------------- \n\n     (a)     No later than 5:00 p.m., New York City time, on each Determination\nDate, the Servicer shall deliver to the Backup Servicer, the Collateral Agent,\neach Rating Agency, the Borrower and the Agent a Servicer's Certificate executed\nby a Responsible Officer of the Servicer in the form attached hereto as Exhibit\n                                                                        -------\nE. Transferred Receivables purchased by the Servicer or a Seller and each\n-\nTransferred Receivable which became a Warranty Receivable or a Defaulted\nReceivable or a Delinquent Receivable or which was paid in full during the\nrelated Collection Period shall be identified by account number (as set forth in\nthe Schedule of Receivables).\n\n     (b)     In addition to the information required by Section 8.9(a), the\n                                                        -------------\nServicer shall include in the copy of the Servicer's Certificate delivered to\nthe Borrower and the Agent (i) whether any Facility Termination Event or\nUnmatured Facility Termination Event has occurred as of such Determination Date,\n(ii) whether any Facility Termination Event or Unmatured Facility Termination\nEvent that may have occurred as of a prior Determination Date is deemed cured as\nof such Determination Date, (iii) the Delinquency Ratio, Monthly Extension Rate\n(and three month average thereof), and Portfolio Net Loss Ratio for such\nDetermination Date and the Servicer Delinquency Ratio as of the last day of the\npreceding Collection Period, and the weighted average AmeriCredit Score of the\nReceivables in the Total Receivables Pool, (iv) whether a Level I-VI Trigger\nEvent has occurred (specifying same) and the Stated Percentage and Required\nReserve Account Amount for such Determination Date and (v) the Borrowing Base,\nRequired Holdback and Deficiency Percentage for such Determination Date.\n\n     SECTION 8.10 Annual Statement as to Compliance; Notice of Servicer\n                  -----------------------------------------------------\nTermination Event.\n-----------------\n\n     (a)     The Servicer shall deliver to the Backup Servicer, the Collateral\nAgent, each Rating Agency, the Borrower and the Agent, on or before October 31\nof each year, beginning on October 31, 1999, an Officer's Certificate, dated as\nof the immediately preceding June 30, stating that (i) a review of the\nactivities of the Servicer during the preceding 12-month period (or such other\nperiod as shall have elapsed from the Closing Date to the date of the first such\ncertificate) and of its performance under this Agreement has been made under\nsuch officer's supervision, and (ii) to such officer's knowledge, based on such\nreview, the Servicer has fulfilled all its obligations under this Agreement\nthroughout such period, or, if there has been a default in the fulfillment of\nany such obligation, specifying each such default known to such officer and the\nnature and status thereof.\n\n \n                                                                         Page 64\n\n     (b)     The Borrower or the Servicer shall deliver to the Backup Servicer,\nthe Collateral Agent, each Rating Agency, the Borrower and the Agent, promptly\nafter having obtained knowledge thereof, but in no event later than two Business\nDays thereafter, written notice in an Officer's Certificate of any event which\nis, or with the giving of notice or lapse of time, or both, would become a\nServicer Termination Event under Section 13.1.\n                                 ------------\n                                             \n     SECTION 8.11 Annual Independent Accountants' Report.\n                  -------------------------------------- \n\n     (a)       The Servicer shall cause a firm of nationally recognized\nindependent certified public accountants (the \"Independent Accountants\"), who\n                                               -----------------------\nmay also render other services to AmeriCredit Corp., the Servicer or to AFS, to\ndeliver to the Servicer, the Backup Servicer, the Collateral Agent, the Borrower\nand the Agent, on or before October 31 of each year, beginning on October 31,\n1999, with respect to the twelve months ended the immediately preceding June 30\n(or such other period as shall have elapsed from the Closing Date to the date of\nsuch certificate), a statement (the \"Accountants' Report\") addressed to\n                                     ------------------- \nAmeriCredit Corp. and the Agent, to the effect that such firm has audited the\nconsolidated financial statements of AmeriCredit Corp. and issued its report\nthereon and that (i) such audit was made in accordance with generally accepted\nauditing standards, and accordingly included such tests of the accounting\nrecords and such other auditing procedures as such firm considered necessary in\nthe circumstances, (ii) certain agreed upon procedures were applied to three\nrandomly selected Servicer's Certificates (which procedures shall be submitted\nfor approval to the Agent, which approval shall not be unreasonably withheld)\nand (iii) the firm is independent of AmeriCredit Corp., AFS and the Servicer\nwithin the meaning of the Code of Professional Ethics of the American Institute\nof Certified Public Accountants.\n\n     (b)       In the event such Independent Accountants require Trust Trustee\non behalf of the Borrower and the Backup Servicer to agree to the procedures to\nbe performed by such firm in any of the reports required to be prepared pursuant\nto this Section 8.11, the Servicer shall direct Trust Trustee on behalf of the\n        ------------\nBorrower and the Backup Servicer, in writing to so agree; it being understood\nand agreed that Trust Trustee on behalf of the Borrower and the Backup Servicer\nwill deliver such letter of agreement in conclusive reliance upon the direction\nof the Servicer, and Trust Trustee on behalf of the Borrower and the Backup\nServicer has not made any independent inquiry or investigation as to, and shall\nhave no obligation or liability in respect of, the sufficiency, validity or\ncorrectness of such procedures.\n\n     SECTION 8.12 Access to Certain Documentation; Portfolio Review.\n                  -------------------------------------------------\n\n     (a)       The Servicer shall provide to representatives of the Backup\nServicer, the Collateral Agent, the Borrower and the Agent reasonable access to\nthe documentation regarding the Transferred Receivables including, without\nlimitation, copies of the\n\n \n                                                                         Page 65\n\nServicing Procedures and Credit Manual. Nothing in this Section 8.12 shall\n                                                        ------------ \nderogate from the obligation of the Servicer to observe any applicable law\nprohibiting disclosure of information regarding the Obligors, and the failure of\nthe Servicer to provide access as provided in this Section 8.12 as a result of\n                                                   ------------  \nsuch obligation shall not constitute a breach of this Section 8.12.\n                                                      ------------\n\n     (b)  The Agent shall direct Independent approved by the Agent to review\ninformation regarding the Transferred Receivables in accordance with the agreed\nupon procedures described in Section 7.3(i) or otherwise approved by the Agent.\n                             -------------\nThe reviews will be performed on the first to occur of (i) 60 days after the\nClosing Date and (ii) 30 days following the date on which a cumulative aggregate\nof $50,000,000 Aggregate Outstanding Principal Balance of Receivables have been\npurchased by the Borrower and thereafter on a quarterly basis; provided that if\n                                                               --------\nthe rating of the long-term debt securities of AmeriCredit Corp. is rated below\nB by S&amp;P or Ba2 by Moody's then the Agent may direct the Independent Accountants\nto make a review under this Section 8.12(b) on a weekly basis. The fees and\n                            --------------   \nexpenses of the Independent Accountants shall be paid by the Servicer.\n\n     SECTION 8.13 Monthly Tape. On or before each Determination Date, the\n                  ------------\nServicer will deliver to the Backup Servicer the Monthly Tape in a format\nacceptable to the Backup Servicer containing the information with respect to the\nTransferred Receivables as of the last day of the immediately preceding calendar\nmonth necessary for preparation of the Servicer's Certificate relating to the\nimmediately succeeding Determination Date. Based solely on the information\ncontained in the Monthly Tape and the Servicer's Certificate, the Backup\nServicer shall verify the Aggregate Outstanding Principal Balance of the Total\nReceivables Pool. The Backup Servicer shall recalculate the information\ncontained in the Servicer's Certificate delivered by the Servicer, and shall\ncertify to the Agent that it is correct on its face or shall notify the Servicer\nand the Agent of any discrepancies, in each case, on or before the second\nBusiness Day following the Determination Date. In the event that the Backup\nServicer reports any discrepancies, the Servicer and the Backup Servicer shall\nattempt to reconcile such discrepancies prior to the related Distribution Date,\nbut in the absence of a reconciliation, the Servicer's Certificate shall control\nfor the purpose of calculations and distributions with respect to the related\nDistribution Date. In the event that the Backup Servicer and the Servicer are\nunable to reconcile discrepancies with respect to a Servicer's Certificate by\nthe related Distribution Date, the Servicer shall cause the Independent\nAccountants, at the Servicer's expense, to audit the Servicer's Certificate and,\nprior to the third Business Day, but in no event later than the fifth calendar\nday, of the following month, reconcile the discrepancies. The effect, if any, of\nsuch reconciliation shall be reflected in the Servicer's Certificate for such\nnext succeeding Determination Date.\n\n     In addition, the Servicer shall, if so requested by the Agent, deliver to\nthe Backup Servicer its Collection Records and its Monthly Records as soon as\npracticable and in\n\n \n                                                                         Page 66\n\nany event within one Business Day after demand therefor (which demand may be\nmade at any time after the occurrence of a Facility Termination Event or a\nServicer Termination Event or the occurrence of any event which, if uncured,\nwith lapse of time or notice or lapse of time and notice, would constitute a\nFacility Termination Event or a Servicer Termination Event) and a computer tape\ncontaining as of the close of business on the date of demand all of the data\nmaintained by the Servicer in computer format in connection with servicing the\nTransferred Receivables.\n\n     Other than the duties specifically set forth in this Agreement, the Backup\nServicer shall have no obligations hereunder, including, without limitation, to\nsupervise, verify, monitor or administer the performance of the Servicer. The\nBackup Servicer shall have no liability for any actions taken or omitted by the\nServicer. The duties and obligations of the Backup Servicer shall be determined\nsolely by the express provisions of this Agreement and no implied covenants or\nobligations shall be read into this Agreement against the Backup Servicer.\n\n     SECTION 8.14  Retention of Servicer. AFS hereby covenants and agrees to act\n                   ---------------------\nas such under this Agreement for an initial term, commencing on the Closing Date\nand ending on June 30, 1999, which term shall be extendible by the Agent for\nsuccessive quarterly terms ending on each successive September 30, December 31,\nMarch 31 and June 30 (or, pursuant to revocable written standing instructions\nfrom time to time to the Servicer, for any specified number of terms greater\nthan one). Each such notice (including each notice pursuant to standing\ninstructions, which shall be deemed delivered at the end of successive quarterly\nterms for so long as such instructions are in effect) (a \"Servicer Extension\n                                                          ------------------\nNotice\") shall be delivered by the Agent to the Servicer. AFS hereby agrees\n------\nthat, as of the date hereof and upon its receipt of any such Servicer Extension\nNotice, AFS shall become bound, for the initial term beginning on the Closing\nDate and for the duration of the term covered by such notice, to continue as the\nServicer subject to and in accordance with the other provisions of this\nAgreement.\n\n     SECTION 8.15  Fidelity Bond. The Servicer shall maintain a fidelity bond in\n                   -------------\nsuch form and amount as is customary for entities acting as custodian of funds\nand documents in respect of consumer contracts on behalf of institutional\ninvestors.\n\n     SECTION 8.16  Insurance.  The Servicer shall maintain customary amounts of\n                   ---------                                                   \ninsurance coverage, including, without limitation, commercial crime coverage,\nemployee dishonesty coverage, commercial auto coverage, valuable papers and\nrecords coverage, coverage for fire, theft, workers compensation, public\nliability, property damage and errors and omissions coverage. The Servicer shall\nbe entitled to self-insure with respect to such insurance so long as the long-\nterm unsecured debt obligations of the Servicer are rated in the second highest\nlong-term debt category by each of the Rating Agencies.\n\n     SECTIONS 8.17 Accounts.\n                   --------\n\n \n                                                                         Page 67\n\n     (a)  The Servicer shall establish the Collection Account in the name of the\nCollateral Agent for the benefit of the Secured Parties. The Collection Account\nshall be an Eligible Account and initially shall be a segregated trust account\nestablished and maintained with the Collateral Agent. Amounts on deposit in the\nCollection Account shall be invested in Permitted Investments pursuant to\nwritten instructions from the Servicer. If written direction from the Servicer\nis not timely delivered any such amounts on deposit shall be invested in the\ninvestment described in subclause (f) of the definition of Permitted\nInvestments.\n\n     (b)  The Servicer shall establish the Reserve Account in the name of the\nCollateral Agent for the benefit of the Secured Parties. The Reserve Account\nshall be an Eligible Account and initially shall be a segregated trust account\nestablished and maintained with the Collateral Agent. Amounts on deposit in the\nReserve Account shall be invested in Permitted Investments pursuant to written\ninstructions from the Servicer. If written direction from the Servicer is not\ntimely delivered any such amounts on deposit shall be invested in the investment\ndescribed in subclause (f) of the definition of Permitted Investments.\n\n     (c)  The Servicer shall establish the Collateral Account in the name of the\nCollateral Agent for the benefit of the Secured Parties. The Collateral Account\nshall be an Eligible Account and initially shall be a segregated trust account\nestablished and maintained with Collateral Agent. There shall be deposited to\nthe Collateral Account any amount delivered to the holder of the Collateral\nAccount by the Borrower and designated in writing (with a copy to the Agent) to\nbe deposited in the Collateral Account.\n\n     SECTION 8.1 Collections.\n                 -----------\n\n     (a)   Pursuant to the Lockbox Agreement, the Lockbox Bank shall remit to\nthe Collection Account within two Business Days of receipt thereof (i) all\npayments by or on behalf of the Obligors and (ii) all Recoveries, each as\ncollected during the Collection Period. In addition, the Servicer shall remit,\nor cause to be remitted, all payments by or on behalf of the Obligors received\nby the Servicer or the Borrower with respect to the Transferred Receivables, all\nRecoveries, the purchase price paid by AFS or the Servicer with respect to any\nTransferred Receivables and all payments made to the Borrower under the Interest\nRate Hedges, no later than the Business Day following receipt directly into the\nCollection Account.\n\n     (b)   The Servicer will be entitled to be reimbursed from amounts on\ndeposit in the Collection Account with respect to a Collection Period for\namounts previously deposited in the Collection Account but later determined by\nthe Servicer to have resulted from mistaken deposits or postings or checks\nreturned for insufficient funds. The amount to be reimbursed hereunder shall be\npaid to the Servicer on the related\n\n \n                                                                         Page 68\n\nDistribution Date upon certification by the Servicer of such amounts and the\nprovision of such information to the Agent as may be necessary in the opinion of\nthe Agent to verify the accuracy of such certification. In the event that the\nAgent has not received evidence satisfactory to it of the Servicer's entitlement\nto reimbursement pursuant to this Section 8.18, the Agent shall give the\nServicer and the Collateral Agent written notice to such effect and no\ndistribution shall be made to the Servicer in respect of such amount, or if the\nServicer prior thereto has been reimbursed, such amounts shall be withheld from\namounts otherwise distributable to the Servicer on the next succeeding\nDistribution Date.\n\n     SECTION 8.19  Application of Collections. For the purposes of this\n                   --------------------------\nAgreement, all collections for a Collection Period shall be applied by the\nServicer with respect to each Transferred Receivable as follows: (i) unless\notherwise required by law, in the case of a Pre-Computed Receivable, in\naccordance with the terms contained in such Pre-Computed Receivable, and (ii) in\nthe case of a Simple Interest Receivable, to interest and principal in\naccordance with the Simple Interest Method. With respect to Simple Interest\nReceivables, any prepayment of principal during each Collection Period shall be\nimmediately applied to reduce the Principal Balance of such Receivable during\nsuch Collection Period.\n\n                                  ARTICLE IX\n\n                          GRANT OF SECURITY INTERESTS\n\n     SECTION 9.1  Borrower's Grant of Security Interest. As security for the\n                  -------------------------------------\nprompt payment or performance in full when due, whether at stated maturity, by\nacceleration or otherwise, of all Obligations (including all Advances, Yield and\nother amounts at any time owing hereunder), the Borrower hereby assigns and\npledges to the Collateral Agent, for the benefit of the Secured Parties, and\ngrants to the Collateral Agent, for the benefit of the Secured Parties, a\nsecurity interest in and lien upon, all of the Borrower's right, title and\ninterest in and to the following, in each case whether now or hereafter existing\nor in which Borrower now has or hereafter acquires an interest and wherever the\nsame may be located (collectively, the \"Borrower Collateral\"):\n                                        -------------------\n           (a)    all Collateral;\n\n           (b)    the Purchase Agreement, each Lockbox Agreement and all other\n     documents now or hereafter in effect relating to the purchase, servicing or\n     processing of Transferred Receivables (collectively, the \"Borrower Assigned\n                                                               -----------------\n     Agreements\"), including (i) all rights of the Borrower to receive moneys\n     ----------\n     due and to become due under or pursuant to the Borrower Assigned\n     Agreements, (ii) all rights of the Borrower to receive proceeds of any\n     insurance, indemnity, warranty or guaranty with respect to the Borrower\n     Assigned Agreements, (iii) the Borrower's right of foreclosure as\n     lienholder of the vehicles underlying the\n\n \n                                                                         Page 69\n\n          Receivables, (iv) claims of the Borrower for damages arising out of or\n          for breach of or default under the Borrower Assigned Agreements, and\n          (v) the right of the Borrower to amend, waive or terminate the\n          Borrower Assigned Agreements, to perform under the Borrower Assigned\n          Agreements and to compel performance and otherwise exercise all\n          remedies and rights under the Borrower Assigned Agreements; provided,\n                                                                      -------- \n          that to the extent the foregoing applies to the Transferred\n          Receivables as well as other receivables originated and\/or serviced by\n          AFS, the foregoing shall apply only to the Transferred Receivables;\n\n               (c)  all of the following (the \"Borrower Account Collateral\"):\n                                               --------------------------- \n                  \n                         (i)    the Lockbox Account and all funds held in the\n               Lockbox Account and all certificates and instruments, if any,\n               from time to time representing or evidencing the Lockbox Account\n               or such funds,\n\n                         (ii)   the Collection Account, all funds held in the\n               Collection Account, and all certificates and instruments, if any,\n               from time to time representing or evidencing the Collection\n               Account or such funds,\n\n                         (iii)  the Reserve Account, all funds held in the\n               Reserve Account, and all certificates and instruments, if any,\n               from time to time representing or evidencing the Reserve Account\n               or such funds,\n\n                         (iv)   the Collateral Account, all funds held in the\n               Collateral Account, and all certificates and instruments, if any,\n               from time to time evidencing the Collateral Account or such\n               funds,\n\n                         (v)    all investments from time to time of amounts in\n               the Collection Account, Reserve Account and Collateral Account,\n               and all certificates and instruments, if any, from time to time\n               representing or evidencing such investments,\n\n                         (vi)   all notes, certificates of deposit and other\n               instruments from time to time delivered to or otherwise possessed\n               by the Collateral Agent or any Secured Party or any assignee or\n               agent on behalf of the Collateral Agent or any Secured Party in\n               substitution for or in addition to any of the then existing\n               Borrower Account Collateral, and\n\n                         (vii)  all interest, dividends, cash, instruments and\n               other property from time to time received, receivable or\n               otherwise distributed in respect of or in exchange for any and\n               all of the then existing Borrower Account Collateral;\n\n               (d)    each Interest Rate Hedge including all rights of the\n          Borrower to\n\n \n                                                                         Page 70\n\n          receive moneys due and to become due thereunder;\n\n               (e)    all additional property that may from time to time\n          hereafter be granted and pledged by the Borrower or by anyone on its\n          behalf under this Agreement, including the deposit with the Collateral\n          Agent of additional moneys by the Borrower; and\n\n               (f)    all proceeds, accessions, substitutions, rents, Recoveries\n          and profits of, or with respect to, any and all of the foregoing\n          Borrower Collateral (including proceeds that constitute property of\n          the types described in Sections 9.1(a) through (e) above) and, to the\n                                 --------------           -\n          extent not otherwise included, all payments under insurance (whether\n          or not the Collateral Agent or a Secured Party or any assignee or\n          agent on behalf of the Collateral Agent or a Secured Party is an\n          additional insured thereunder or a loss payee thereof) or any\n          indemnity, warranty or guaranty payable by reason of loss or damage to\n          or otherwise with respect to any of the foregoing Borrower Collateral.\n\n     SECTION 9.2   Delivery of Collateral. All documents in the Receivables File\n                   ---------------------- \nshall be delivered and held by or on behalf of the Custodian pursuant to the\nCustodian Agreement, and shall be in suitable form for transfer by delivery.\n\n     SECTION 9.3   Borrower Remains Liable.  Notwithstanding anything in this\n                   -----------------------\nAgreement, (a) except to the extent of the Servicer's duties hereunder, the\nBorrower shall remain liable under the Transferred Receivables, Borrower\nAssigned Agreements and other agreements (including each Interest Rate Hedge)\nincluded in the Borrower Collateral to perform all of its duties and obligations\nthereunder to the same extent as if this Agreement had not been executed, (b)\nthe exercise by a Secured Party or the Collateral Agent of any of its rights\nunder this Agreement, the Custodian Agreement or the Security Agreement shall\nnot release the Borrower, AFS, any Seller or the Servicer from any of their\nrespective duties or obligations under the Transferred Receivables, Borrower\nAssigned Agreements or other agreements included in the Borrower Collateral, (c)\nthe Agent, the Secured Parties, the Collateral Agent and the Custodian shall not\nhave any obligation or liability under the Transferred Receivables, Borrower\nAssigned Agreements or other agreements included in the Borrower Collateral by\nreason of this Agreement, the Custodian Agreement or the Security Agreement, and\n(d) neither the Agent, the Collateral Agent, the Custodian nor any of the\nSecured Parties shall be obligated to perform any of the obligations or duties\nof the Borrower, AFS, any Seller or the Servicer under the Transferred\nReceivables, Borrower Assigned Agreements or other agreements included in the\nBorrower Collateral or to take any action to collect or enforce any claim for\npayment assigned under this Agreement.\n\n     SECTION 9.4   Covenants of the Borrower and Servicer Regarding the\n                   ----------------------------------------------------     \nCollateral.   \n----------\n\n     (a)  Offices and Records.  The Borrower shall keep its chief place of\n          -------------------\nbusiness\n\n \n                                                                         Page 71\n\n\nand chief executive offices and the office where it keeps its records at the\nlocation specified in Section 10.9 or, upon 60 days prior written notice to the\n                      ------------ \nAgent and the Collateral Agent, at such other location in a jurisdiction where\nall action required by Section 9.4(e) shall have been taken with respect to the\n                       ------------- \nBorrower Collateral. The Borrower and the Servicer shall, for not less than\nthree years or for such longer period as may be required by law, from the date\non which any Transferred Receivable arose, maintain the records with respect to\neach Transferred Receivable, including records of all payments received, credits\ngranted and merchandise returned. The Borrower and the Servicer will permit\nrepresentatives of the Agent, the Backup Servicer, the Collateral Agent and the\nCustodian at any time and from time to time during normal business hours, and at\nsuch times outside of normal business hours as the Agent, the Backup Servicer,\nthe Collateral Agent and the Custodian shall reasonably request, (i) to inspect\nand make copies of and abstracts from such records, and (ii) to visit the\nproperties of the Borrower or the Servicer utilized in connection with the\ncollection, processing or servicing of the Transferred Receivables for the\npurpose of examining such records, and to discuss matters relating to the\nReceivables or the Borrower's or Servicer's performance under this Agreement\nwith any officer or employee of the Borrower or Servicer having knowledge of\nsuch matters. In connection therewith, the Agent, the Backup Servicer, the\nCollateral Agent or the Custodian may institute procedures to permit it to\nconfirm the Obligor balances in respect of any Transferred Receivables. Each of\nthe Borrower and the Servicer agrees to render to the Agent, the Backup\nServicer, the Collateral Agent and the Custodian such clerical and other\nassistance as may be reasonably requested with regard to the foregoing. Without\nduplication of any obligations of the Servicer set forth in clause (b) below, if\na Facility Termination Event shall have occurred and be continuing, promptly\nupon request therefor, the Borrower or the Servicer shall deliver to the Agent\nand the Collateral Agent records reflecting activity through the close of\nbusiness on the immediately preceding Business Day.\n\n     (b)  Maintain Records of Transferred Receivables. The Servicer shall, at\n          -------------------------------------------\nits own cost and expense, maintain satisfactory and complete records of the\nCollateral, including a record of all payments received and all credits granted\nwith respect to the Collateral and all other dealings with the Collateral. Each\nof the Borrower and the Servicer will mark conspicuously with a legend, in form\nand substance satisfactory to the Agent, its records, computer tapes, computer\ndisks and credit files pertaining to the Collateral, and its storage facilities\nwhere it maintains information pertaining to the Collateral, to evidence this\nAgreement and the assignment and security interest granted by this Article IX.\n                                                                   ----------\n\n     (c)  Performance of Borrower. Assigned Agreements. The Borrower shall (i)\n          --------------------------------------------   \nperform and observe all the terms and provisions of the Borrower Assigned\nAgreements and the Interest Rate Hedges to be performed or observed by it,\nmaintain the Borrower Assigned Agreements and the Interest Rate Hedges in full\nforce and effect, enforce the Borrower Assigned Agreements and the Interest Rate\nHedges in accordance with their terms and take all such action to such end as\nmay be from time to\n\n \n                                                                         Page 72\n\ntime requested by the Agent, and (ii) upon request of the Agent, make to any\nother party to the Borrower Assigned Agreements and the Interest Rate Hedges\nsuch demands and requests for information and reports or for action as the\nBorrower is entitled to make under the Borrower Assigned Agreements and the\nInterest Rate Hedges.\n\n     (d)  Notice of Adverse Claim. Each of the Borrower and the Servicer shall\n          -----------------------\nadvise the Agent and the Collateral Agent promptly, in reasonable detail, (i) of\nany Adverse Claim known to it made or asserted against any of the Borrower\nCollateral, and (ii) of the occurrence of any event which would have a material\nadverse effect on the aggregate value of the Borrower Collateral or on the\nassignments and security interests granted by the Borrower in this Agreement.\n\n\n     (e)  Further Assurances; Financing Statements.\n          ----------------------------------------\n        \n               (i)  Each of the Borrower, the Sellers and the Servicer severally\n          agrees that at any time and from time to time, at its expense, it\n          shall promptly execute and deliver all further instruments and\n          documents, and take all reasonable further action, that may be\n          necessary or desirable or that the Agent or the Collateral Agent may\n          reasonably request to perfect and protect the assignments and security\n          interests granted or purported to be granted by this Article IX or to\n                                                               ----------\n          enable the Agent or the Collateral Agent to exercise and enforce its\n          rights and remedies under this Agreement and the Security Agreement\n          with respect to any Borrower Collateral. Without limiting the\n          generality of the foregoing, the Borrower and the Sellers shall\n          execute and file such financing or continuation statements, or\n          amendments thereto, and such other instruments or notices as may be\n          necessary or desirable or that the Agent or the Collateral Agent may\n          reasonably request to protect and preserve the assignments and\n          security interests granted by this Agreement and the Security\n          Agreement.\n\n               (ii) The Borrower, the Sellers and each Secured Party hereby\n          severally authorize the Collateral Agent to execute and file one or\n          more financing or continuation statements, and amendments thereto,\n          relating to all or any part of the Borrower Collateral without the\n          signature of the Borrower, the Sellers, the Agent or the Secured\n          Parties where permitted by law. A carbon, photographic or other\n          reproduction of this Agreement or any financing statement covering the\n          Borrower Collateral or any part thereof shall be sufficient as a\n          financing statement where permitted by law. The Collateral Agent will\n          promptly send to AFS and the Agent any financing or continuation\n          statements thereto which it files without the signature of the\n          Borrower or a Seller and will promptly send to the Agent and AFS any\n          financing or continuation statements thereto which it files without\n          the signature of the Agent except, in the case of filings of copies\n\n \n                                                                         Page 73\n\n          of this Agreement as financing statements, the Collateral Agent will\n          promptly send to AFS the filing or recordation information with\n          respect thereto.\n\n               (iii)   Each of the Borrower, the Sellers and the Servicer shall\n          furnish to the Agent and the Collateral Agent from time to time such\n          statements and schedules further identifying and describing the\n          Borrower Collateral and such other reports in connection with the\n          Borrower Collateral as the Agent or the Collateral Agent may\n          reasonably request, all in reasonable detail.\n\n               (iv)    In the event three consecutive Servicer's Certificates\n          furnished to the Agent reflect that the Aggregate Outstanding\n          Principal Balance of Receivables in the Total Receivables Pool having\n          Obligors residing in the same state (other than Texas and California)\n          exceeds 10% of the Aggregate Outstanding Principal Balance of all\n          Receivables in the Total Receivables Pool, the Borrower shall obtain\n          from counsel in such state an opinion (or a reliance letter on a\n          recently delivered opinion) addressed to the Agent and each Rating\n          Agency and in form and substance reasonably acceptable to the Agent\n          and each Rating Agency with respect to the requirements in such state\n          for the assignment of a security interest in a Financed Vehicle.\n\n     SECTION 9.5  Release of Borrower Collateral. \n                  ------------------------------  \n\n     (a)     Generally. For purposes of selling and transferring Receivables to\n             ---------\nAFS or third parties in connection with any Take-Out Securitization, to the\nextent that (immediately after giving effect to any requested release) there\nexists no Borrowing Base Deficiency and, unless all Advances, Yield thereon and\nother amounts due hereunder have been paid in full, there is no Facility\nTermination Event or Unmatured Facility Termination Event, or, in connection\nwith the purchase by the Servicer of a Receivable pursuant to Section 8.4 or 8.7\n                                                              -----------    ---\nor by a Seller under the Purchase Agreement, the Borrower may obtain releases of\nthe Collateral Agent's (for the benefit of the Secured Parties) security\ninterest in all or any part of the Borrower Collateral and from time to time.\nEach request (a \"Transfer Request\") for a partial release of Collateral, except\n                 ----------------\nin connection with the repurchase by the Servicer of a Receivable pursuant to\nSection 8.4 or 8.7 or by a Seller under the Purchase Agreement, shall be\n-----------    ---\naddressed to the Agent and the Collateral Agent, demonstrating compliance with\nthe immediately preceding sentence and acknowledging that the receipt of\nproceeds from such sale or transfer shall be deposited into the Collection\nAccount.\n\n     (b)     Transfers. With respect to each Transfer Request that is received\n             ---------   \nby the Agent by 12:00 noon, New York City time, on a Business Day, the Agent\nshall use due diligence and reasonable efforts to review such Transfer Requests\nand instruct the\n\n \n                                                                         Page 74\n\nCustodian (if AFS is not the Custodian) to prepare the files, identified in each\nTransfer Request, for shipment by 12:00 noon, New York City time on the second\nsucceeding Business Day.\n\n     (c)  Continuation of Lien.  Unless released in writing by the Collateral\n          --------------------\nAgent, as herein provided, the security interest in favor of the Collateral\nAgent, for the benefit of the Secured Parties, in all Borrower Collateral shall\ncontinue in effect until such time as the Collateral Agent (on behalf of the\nSecured Parties) shall have received payment in full of the proceeds from the\nsale or transfer of such Borrower Collateral to third parties in accordance with\nthis Section 9.5.\n     -----------\n   \n     (d)  Application of Proceeds; No Duty. Neither of the Collateral Agent nor\n          --------------------------------\nany Secured Party shall be under any duty at any time to credit Borrower for any\namount due from any third party in respect of any purchase of any Borrower\nCollateral contemplated above, until the Collateral Agent has actually received\nsuch amount in immediately available funds for deposit to the Collection\nAccount. Neither the Collateral Agent nor any Secured Party shall be under any\nduty at any time to collect any amounts or otherwise enforce any obligations due\nfrom any third party in respect of any such purchase of Receivables covered by\nthe release of such portion of Borrower Collateral or in respect of a\nsecuritization thereof with a third party.\n\n     (e)  Representation in Connection with Releases, Sales and Transfers. The\n          ---------------------------------------------------------------\nBorrower represents and warrants that each request for any release or transfer\nin connection with other securitizations pursuant to Section 9.5(a) shall\n                                                     --------------\nautomatically constitute a representation and warranty to the Secured Parties,\nthe Collateral Agent and the Agent to the effect that immediately before and\nafter giving effect to such release or Transfer Request, there is no Facility\nTermination Event, or Unmatured Facility Termination Event (including, without\nlimitation a Borrowing Base Deficiency).\n\n     (f)  Release of Security Interest.  Upon receipt of a Transfer Request or,\n          ----------------------------\nin connection with the purchase by the Servicer of a Receivable pursuant to\nSection 8.4 or 8.7 or by a Seller under the Purchase Agreement, upon the\n------------------\nServicer's written request, and, in each case upon receipt in the Collection\nAccount of proceeds from the sale or transfer, the Collateral Agent shall\npromptly release, at the Borrower's expense, such part of Borrower Collateral\ncovered in connection with the Transfer Request or such Servicer's request and\nshall deliver, at the Borrower's expense, the documents and certificates on the\nreleased portion of Borrower Collateral to the trustee or such similar entity in\nconnection with any Take-Out Securitization or, in connection with the purchase\nby the Servicer of a Receivable pursuant to Section 8.4 or 8.7 or by a Seller\n                                            ------------------\nunder the Purchase Agreement, the Servicer; provided that the trustee or such\n                                            --------\nsimilar entity in connection with any Take-Out Securitization or the Servicer,\nas the case may be, acknowledges and agrees (i) that all proceeds thereof that\nit receives are held in trust for the Secured Parties and (ii) at such time that\nthe Agent or the Collateral Agent shall instruct such trustee to transfer such\nproceeds, the trustee shall transfer such \n\n \n                                                                         Page 75\n\nfunds pursuant to such instructions.\n\n\n                                   ARTICLE X\n\n                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER\n\n     In order to induce the other parties hereto to enter into this Agreement\nand, in the case of the Lenders, to make Advances hereunder, the Borrower hereby\nrepresents and warrants to the Agent and the Investors as to itself, as of the\nClosing Date and as of each Advance Date, as follows:\n\n     SECTION 10.1   Organization and Good Standing. The Borrower has been duly\n                    ------------------------------\norganized and is validly existing as a business trust under the laws of the\nState of Delaware, with power and authority to own its properties and to conduct\nits business as such properties are currently owned and such business is\ncurrently conducted. The Borrower had at all relevant times and now has, power,\nauthority and legal right to acquire and own the Transferred Receivables and the\nOther Conveyed Property, and to grant to the Collateral Agent a security\ninterest in the Transferred Receivables, the Other Conveyed Property and the\nother Borrower Collateral and to enter into and perform its obligations under\nthis Agreement. \n\n     SECTION 10.2   Due Qualification. The Borrower is duly qualified to do\n                    -----------------    \nbusiness as a foreign entity in good standing, and has obtained all necessary\nlicenses and approvals, in all jurisdictions in which the ownership or lease of\nits property or the conduct of its business requires such qualification.\n\n     SECTION 10.3   Power and Authority.  The Borrower has the power and\n                    -------------------\nauthority to execute and deliver this Agreement and the other Transaction\nDocuments to which it is a party and to carry out its terms and their terms,\nrespectively; the Borrower has full power and authority to grant to the\nCollateral Agent, for the benefit of the Secured Parties, a perfected first\npriority security interest in the Transferred Receivables and the other Borrower\nCollateral and has duly authorized such grant by all necessary corporate action;\nand the execution, delivery and performance of this Agreement and the other\nTransaction Documents to which it is a party have been duly authorized by the\nBorrower by all necessary corporate action. The Trust Trustee is duly authorized\nto execute the Transaction Documents for and on behalf of the Borrower.\n\n     SECTION 10.4   Security Interest; Binding Obligations.  This Agreement and\n                    --------------------------------------\nthe Transaction Documents to which it is a party have been duly executed and\ndelivered and shall create a valid first priority security interest (except, as\nto priority, for any tax liens or mechanics liens that may arise after the\nClosing Date) in the Borrower Collateral in favor of the Collateral Agent, on\nbehalf of the Secured Parties, enforceable against the Borrower and creditors of\nand purchasers from the Borrower; and this Agreement and the other Transaction\nDocuments to which it is a party constitute legal,\n\n \n                                                                         Page 76\n\nvalid and binding obligations of the Borrower enforceable in accordance with\ntheir respective terms, except as enforceability may be limited by bankruptcy,\ninsolvency, reorganization or other similar laws affecting the enforcement of\ncreditors' rights generally and by equitable limitations on the availability of\nspecific remedies, regardless of whether such enforceability is considered in a\nproceeding in equity or at law.\n\n     SECTION 10.5   No Violation. The consummation of the transactions\n                    ------------\ncontemplated by this Agreement and the other Transaction Documents to which it\nis a party, and the fulfillment of the terms of this Agreement and the other\nTransaction Documents to which it is a party, shall not conflict with, result in\nany breach of any of the terms and provisions of, or constitute (with or without\nnotice or lapse of time) a default under, the Trust Agreement, or any indenture,\nagreement, mortgage, deed of trust or other instrument to which the Borrower is\na party or by which it is bound or any of its properties are subject, or result\nin the creation or imposition of any Lien upon any of its properties pursuant to\nthe terms of any such indenture, agreement, mortgage, deed of trust or other\ninstrument, other than this Agreement, or violate any law, order, rule or\nregulation applicable to the Borrower of any Official Body having jurisdiction\nover the Borrower or any of its properties, or in any way adversely affect the\nBorrower's ability to perform its obligations under this Agreement or the other\nTransaction Documents to which it is a party.\n\n     SECTION 10.6   No Proceedings. There are no proceedings or investigations\n                    --------------\npending or, to the Borrower's knowledge, threatened against the Borrower, before\nany court or other Official Body having jurisdiction over the Borrower or its\nproperties (A) asserting the invalidity of this Agreement or any of the other\nTransaction Documents, (B) seeking to prevent the consummation of any of the\ntransactions contemplated by this Agreement or any of the other Transaction\nDocuments, (C) seeking any determination or ruling that might materially and\nadversely affect the performance by the Borrower of its obligations under, or\nthe validity or enforceability of, this Agreement or any of the other\nTransaction Documents, (D) involving the Borrower or the Trust Estate (as\ndefined in the Trust Agreement) or (E) that could have a material adverse effect\non the Transferred Receivables.\n\n     SECTION 10.7   No Consents.  The Borrower is not required to obtain the\n                    -----------\nconsent of any other Person (including any holder of a Certificate) which has\nnot been obtained, or any consent, license, approval or authorization of, or\nregistration or declaration with, any Official Body in connection with the\nexecution, delivery, performance, validity or enforceability of this Agreement\nor the other Transaction Documents to which it is a party.\n\n     SECTION 10.8   Use of Proceeds.  No proceeds of any Advance will be used by\n                    ---------------\nthe Borrower to acquire any security in any transaction which is subject to\nSection 13 or 14 of the Securities Exchange Act of 1934, as amended.\n\n \n                                                                         Page 77\n\n     SECTION 10.9   Chief Executive Office.  The chief executive office of the\n                    ----------------------\nBorrower is located at the Corporate Trust Office (as defined in the Trust\nAgreement). \n\n     SECTION 10.10  Solvency. The Borrower is solvent and will not become\n                    --------\ninsolvent after giving effect to the transactions contemplated by this Agreement\nand the Transaction Documents. The Borrower has no Indebtedness to any Person\nother than pursuant to this Agreement and the other Transaction Documents. The\nBorrower, after giving effect to the transactions contemplated by this Agreement\nand the other Transaction Documents, will have adequate funds to conduct its\nbusiness in the foreseeable future.\n\n     SECTION 10.11  Tax Treatment.  For federal income tax purposes, each\n                    -------------\nTransferred Receivable and the related Other Conveyed Property will be treated\nas owned by the Borrower. For accounting purposes, the Borrower will treat the\npurchase or absolute assignment of each Transferred Receivable and Other\nConveyed Property pursuant to the Purchase Agreement as a purchase or absolute\nassignment of the Seller's full right, title and ownership interest in such\nTransferred Receivable and Other Conveyed Property (and those Transferred\nReceivables and Other Conveyed Property contributed to the Borrower by AFS\npursuant to the Purchase Agreement shall be accounted for as an increase in the\nstated capital of the Borrower) and the Borrower has not in any other manner\naccounted for or treated the transfer to it of Transferred Receivables and Other\nConveyed Property.\n\n     SECTION 10.12  Compliance With Laws.  The Borrower has complied and will\n                    -------------------- \ncomply in all material respects with all applicable laws, rules, regulations,\njudgments, agreements, decrees and orders with respect to its business and\nproperties and all Borrower Collateral.\n \n     SECTION 10.13 Taxes. The Borrower has filed on a timely basis all tax\n                   -----\nreturns (including, without limitation, foreign, federal, state, local and\notherwise) required to be filed, is not liable for taxes payable by any other\nPerson and has paid or made adequate provisions for the payment of all taxes,\nassessments and other governmental charges due from the Borrower. No tax lien or\nsimilar adverse claim has been filed, and no claim is being asserted, with\nrespect to any such tax, assessment or other governmental charge. Any taxes,\nfees and other governmental charges payable by the Borrower in connection with\nthe execution and delivery of this Agreement and the other Transaction Documents\nand the transactions contemplated hereby or thereby including the transfer of\neach Transferred Receivable and Other Conveyed Property to the Borrower have\nbeen paid or shall have been paid if and when due at or prior to the Closing\nDate and the relevant Purchase Date, as the case may be.\n\n     SECTION 10.14  Certificates. Each Servicer's Certificate and Borrowing Base\n                    ------------\nConfirmation is accurate in all material respects as of the date thereof.\n\n \n                                                                         Page 78\n\n     SECTION 10.15  No Liens, Etc.  The Borrower Collateral and each part\n                    -------------\nthereof is owned by the Borrower free and clear of any Adverse Claim or\nrestrictions on transferability and the Borrower has the full right, corporate\npower and lawful authority to assign, transfer and pledge the same and interests\ntherein, and upon the making of each Advance, the Collateral Agent, for the\nbenefit of the Secured Parties, will have acquired a perfected, first priority\nand valid security interest (except, as to priority, for any tax lien or\nmechanics liens that may arise after the Closing Date) in such Borrower\nCollateral, free and clear of any Adverse Claim or restrictions on\ntransferability. No effective financing statement or other instrument similar in\neffect covering all or any part of the Borrower Collateral is on file in any\nrecording office, except such as may have been filed in favor of the Collateral\nAgent as \"Secured Party\" pursuant to Article IX of this Agreement or,with\n                                     ----------\nrespect to the Transferred Receivables, in favor of the Borrower pursuant to the\nPurchase Agreement.\n\n     SECTION 10.16  Purchase and Sale.  Each Transferred Receivable and Other\n                    -----------------\nConveyed Property was purchased by, or contributed to, the Borrower on the\nrelevant Purchase Date pursuant to the Purchase Agreement.\n\n     SECTION 10.17  Investment Company Act of 1940. Each purchase of Transferred\n                    ------------------------------\nReceivables and Other Conveyed Property under the Purchase Agreement will\nconstitute a purchase or other acquisition of notes, drafts, acceptances, open\naccounts receivable or other obligations representing part or all of the sales\nprice of merchandise, insurance or services within the meaning of Section\n3(c)(5) of the Investment Company Act of 1940, as amended.\n\n     SECTION 10.18  Information True and Correct. All information heretofore or\n                    ----------------------------\nhereafter furnished by or on behalf of the Borrower to any Lender, the\nCollateral Agent or the Agent in connection with this Agreement or any\ntransaction contemplated hereby is and will be true and complete in all material\nrespects and does not and will not omit to state a material fact necessary to\nmake the statements contained therein not misleading.\n\n     SECTION 10.19  ERISA Compliance.  The Borrower is in compliance with ERISA\n                    ----------------\nand has not incurred and does not expect to incur any liabilities (except for\npremium payments arising in the ordinary course of business) to the Pension\nBenefit Guaranty Corporation (or any successor thereto) under ERISA.\n\n     SECTION 10.20  Financial or Other Condition.  There has been no material\n                    ----------------------------\nadverse change in the condition (financial or otherwise), business, operations,\nresults of operations, or properties of the Borrower.\n\n     SECTION 10.21  Investment Company Status.  The Borrower is not an\n                    -------------------------\n\"investment company\" within the meaning of the Investment Company Act of 1940,\nas amended, or is exempt from all provisions of such Act.\n\n \n                                                                         Page 79\n\n     SECTION 10.22  No Trade Names.  The Borrower has no trade names, fictitious\n                    --------------\nnames, assumed names or \"doing business as\" names.\n\n     SECTION 10.23  Separate Existence.  The Borrower is operated as an entity\n                    ------------------ \nwith assets and liabilities distinct from those of AFS and any other Affiliates\nof the Borrower, and the Borrower hereby acknowledges that the Agent and each of\nthe Lenders are entering into the transactions contemplated by this Agreement in\nreliance upon the Borrower's identity as a separate legal entity from AFS and\neach such Affiliate. Since its formation, the Borrower has been (and will be)\noperated in such a manner as to comply with the covenants set forth in Section\n                                                                       -------  \n11.5.\n----\n\n     There is not now, nor will there be at any time in the future, any\nagreement or understanding between AFS or any Seller and the Borrower (other\nthan as expressly set forth herein) providing for the allocation or sharing of\nobligations to make payments or otherwise in respect of any taxes, fees,\nassessments or other governmental charges.\n\n     SECTION 10.24  Investments.  The Borrower does not own or hold, directly or\n                    -----------\nindirectly, any capital stock or equity security of, or any equity interest in,\nany Person.\n\n     SECTION 10.25  Representation and Warranties True and Correct. Each of the\n                    ----------------------------------------------\nrepresentations and warranties of the Borrower contained in this Agreement and\nthe other Transaction Documents is true and correct in all material respects and\nthe Borrower hereby makes each such representation and warranty to, and for the\nbenefit of, the Agent and the other Secured Parties as if the same were set\nforth in full herein.\n\n     SECTION 10.26  Transaction Documents.  The Purchase Agreement is the only\n                    ---------------------\nagreement pursuant to which the Borrower purchases and receives contributions of\nReceivables, and the Transaction Documents delivered to the Agent represent all\nmaterial agreements between AFS and the Sellers, on the one hand, and the\nBorrower, on the other. The Borrower has furnished to the Agent true, correct\nand complete copies of each Transaction Document to which the Borrower is a\nparty, each of which is in full force and effect. Neither the Borrower nor any\nAffiliate party thereto is in default of any of its obligations thereunder in\nany material respect. Upon the purchase and\/or contribution of each Receivable\npursuant to the Purchase Agreement, the Borrower shall be the lawful owner of,\nand have good title to, such Receivable and all assets relating thereto, free\nand clear of any Liens. All such assets are transferred to the Borrower without\nrecourse to a Seller except as described in the Purchase Agreement. The\npurchases of such assets by the Borrower constitute valid and true sales for\nconsideration (and not merely a pledge of such assets for security purposes) and\nthe contributions of such assets received by the Borrower constitute valid and\ntrue transfers for consideration, each enforceable against creditors of the\nSellers, and no such assets shall constitute property of a Seller.\n\n \n                                                                         Page 80\n\n     SECTION 10.27  Ownership of the Borrower. One hundred percent (100%) of the\n                    ------------------------- \noutstanding Certificates are and will be directly owned (both beneficially and\nof record) by at least two holders and such holders shall not include any Person\nother than AFS, AFC or ACC. Not more than 25% of the Certificates shall at any\ntime be owned by ACC. All Certificates are and will be validly issued, and there\nare no options, warrants or other rights to acquire Certificates or other equity\nrights in the Borrower.\n\n     SECTION 10.28  Eligible Receivables. All Receivables included in the\n                    -------------------- \nBorrowing Base as of the most recently delivered Servicer's Certificate or\nBorrowing Base Confirmation are Eligible Receivables.\n\n\n                                  ARTICLE XI\n\n                           COVENANTS OF THE BORROWER\n\n     From the date hereof until the first day, following the Commitment\nTermination Date, on which all Obligations shall have been finally and fully\npaid and performed, the Borrower hereby covenants and agrees with the Investors\nand the Agent as follows:\n\n     SECTION 11.1   Protection of Security Interest of the Secured Parties.\n                    ------------------------------------------------------\n\n     (a)  At or prior to the date of the initial Advance, the Borrower shall\nhave filed or caused to be filed UCC-1 financing statements, executed by the\nBorrower as debtor, naming the Collateral Agent (for the benefit of the Secured\nParties) as secured party and describing the Collateral, with the office of the\nSecretary of State of the State of Texas and the office of the Secretary of\nState of each of Delaware and California and in such other locations as may be\nnecessary to perfect the security interests intended to be granted hereby or as\nthe Collateral Agent or the Agent shall have required. From time to time\nthereafter, the Borrower shall execute and file such financing statements and\ncause to be executed and filed such continuation statements, all in such manner\nand in such places as may be required by law fully to preserve, maintain and\nprotect the interest of the Collateral Agent and the Secured Parties under this\nAgreement in the Borrower Collateral and in the proceeds thereof. The Borrower\nshall deliver (or cause to be delivered) to the Agent and the Collateral Agent\nfile-stamped copies of, or filing receipts for, any document filed as provided\nabove, as soon as available following such filing. In the event that the\nBorrower fails to perform its obligations under this subsection, the Agent or\nthe Collateral Agent may do so, in each case at the expense of the Borrower.\n\n     (b)  The Borrower shall not change its name, identity, or structure in any\nmanner that would, could or might make any financing statement or continuation\nstatement filed by the Borrower (or by the Agent or the Collateral Agent on\nbehalf of the Borrower) in accordance with paragraph (a) above seriously\nmisleading within the meaning of (S) 9-402(7) of the UCC, unless the Borrower\nshall have given the Agent and \n\n \n                                                                         Page 81\n\n\n\nthe Collateral Agent at least 60 days prior written notice thereof, and shall\npromptly file appropriate amendments to all previously filed financing\nstatements and continuation statements.\n\n     (c)  The Borrower shall give the Agent at least 60 days prior written\nnotice of any relocation of its principal executive office if, as a result of\nsuch relocation, the applicable provisions of the UCC would require the filing\nof any amendment of any previously filed financing or continuation statement or\nof any new financing statement. The Borrower shall at all times maintain its\nprincipal executive office within the United States of America.\n\n     (d)  The Borrower shall maintain its computer systems, if any, and cause\nthe Servicer to maintain its computer system so that, from and after the time of\nthe first Advance under this Agreement, its master computer records (including\narchives) that shall refer to the Collateral indicate clearly that such\nCollateral is subject to first priority security interest in favor of the\nCollateral Agent, for the benefit of the Secured Parties. Indication of the\nCollateral Agent's (for the benefit of the Secured Parties) security interest\nshall be deleted from or modified on its computer systems when, and only when,\nthe Collateral in question shall have been paid in full.\n\n     (e)  If at any time the Borrower shall propose to sell, grant a security\ninterest in, or otherwise transfer any interest in motor vehicle receivables to\nany prospective purchaser, lender or other transferee, the Borrower shall give\nto such prospective purchaser, lender, or other transferee computer tapes,\nrecords, or print-outs (including any restored from archives) that, if they\nshall refer in any manner whatsoever to any Collateral shall indicate clearly\nthat such Collateral is subject to a first priority security interest in favor\nof the Collateral Agent, for the benefit of the Secured Parties.\n\n     SECTION 11.2   Reporting Requirements.  The Borrower shall furnish, or\n                    ----------------------\nto be furnished, to the Agent: \n\n               (a)  as soon as available and in any event within 90 days (or\n          next succeeding Business Day if the last day of such period is not a\n          Business Day) after the end of each fiscal year, a copy of the audited\n          consolidated financial statements for such year for AmeriCredit Corp.\n          and its consolidated Subsidiaries, certified, without qualification by\n          Independent Accountants acceptable to the Agent and each other report\n          or statement sent to shareholders or publicly filed by AmeriCredit\n          Corp. or the Borrower;\n\n               (b)  as soon as available and in any event within 45 days (or\n          next succeeding Business Day if the last day of such period is not a\n          Business Day) after the end of each of the first three quarters of\n          each fiscal year of AmeriCredit Corp., a consolidated balance sheet of\n          AmeriCredit Corp. and its consolidated Subsidiaries as of the end of\n          such quarter and including the prior comparable\n\n \n                                                                         Page 82\n\n\n          period, and a consolidated statement of income of AmeriCredit Corp.\n          and its consolidated Subsidiaries for such quarter and for the period\n          commencing at the end of the previous fiscal year and ending with the\n          end of such quarter, certified by the chief financial officer or chief\n          accounting officer of AmeriCredit Corp. identifying such documents as\n          being the documents described in this paragraph (b) and stating that\n          the information set forth therein fairly presents the financial\n          condition of AmeriCredit Corp. and its consolidated Subsidiaries as of\n          and for the periods then ended, subject to year-end adjustments\n          consisting only of normal, recurring accruals;\n\n               (c)  as soon as possible and in any event within five days after\n          the occurrence of a Facility Termination Event or an Unmatured\n          Facility Termination Event, the statement of the chief financial\n          officer of the Borrower or AFS setting forth complete details of such\n          Facility Termination Event or Unmatured Facility Termination Event and\n          the action which the Borrower has taken, is taking and proposes to\n          take with respect thereto; and\n\n               (d)  promptly, from time to time, such other information,\n          documents, records or reports respecting the Transferred Receivables,\n          the Other Conveyed Property or the Financed Vehicles related thereto,\n          the other Borrower Collateral or the condition or operations,\n          financial or otherwise, of the Borrower, AmeriCredit Corp., any\n          Seller, AFS or any of its Subsidiaries, as the Agent may, from time to\n          time, reasonably request.\n\n     SECTION 11.3   Preservation of Existence.  The Borrower shall observe all\n                    -------------------------                                 \nprocedures required by its organizational documents and preserve and maintain\nits existence, rights, franchises and privileges in the jurisdiction of its\nformation and qualify and remain qualified in good standing in each jurisdiction\nwhere the failure to preserve and maintain such existence, rights, franchises,\nprivileges and qualifications would materially adversely affect (1) the\ninterests hereunder of the Agent or any Affected Person, (2) the collectibility\nof any Receivable or (3) its ability to perform its obligations hereunder or\nunder any of the other Transaction Documents.\n\n     SECTION 11.4   Keeping of Records and Books of Account.  The Borrower shall\n                    ---------------------------------------\nmaintain and implement (or cause the Servicer to maintain and implement)\nadministrative and operating procedures (including, without limitation, an\nability to recreate records evidencing the Receivables in the event of the\ndestruction of the originals thereof) and keep and maintain, all documents,\nbooks, records and other information reasonably necessary or advisable for the\ncollection of all Transferred Receivables (including, without limitation,\nrecords adequate to permit the daily identification of all collections of and\nadjustments to each Transferred Receivable).\n\n     SECTION 11.5   Separate Existence.  The Borrower shall take all reasonable\n                    ------------------\nsteps (including, without limitation, all steps that the Agent may from time to\ntime reasonably\n\n \n                                                                         Page 83\n\n\nrequest) to maintain the Borrower's identity as a separate legal entity from AFS\nor any of its Affiliates (including any Seller) and to make it manifest to third\nparties that the Borrower is an entity with assets and liabilities distinct from\nthose of AFS and each other Affiliate thereof. Without limiting the generality\nof the foregoing, the Borrower shall:\n\n               (a)  conduct business correspondence in its own name, follow\n          required trust procedures and maintain appropriate books and records;\n\n               (b)  except as set forth in the Trust Agreement, not permit any\n          limitation on its authority to conduct its business and affairs in\n          accordance with accepted trust practice, and shall not authorize or\n          suffer any Person other than the directors and officers of the Trust\n          Trustee to act on its behalf with respect to matters (other than\n          matters customarily delegated to others under powers of attorney) for\n          which its representatives would customarily be responsible;\n\n               (c)  subject to the terms of the Custodian Agreement, maintain or\n          cause to be maintained by an agent of the Borrower under the\n          Borrower's control physical possession of all its books and records;\n\n               (d)  maintain capitalization adequate for the conduct of its\n          business;\n\n               (e)  account for and manage its liabilities separately from those\n          of any other Person, including, without limitation, payment of all\n          payroll and other administrative expenses and taxes from its own\n          assets;\n\n               (f)  maintain its assets separately from those of any other\n          Person;\n\n               (g)  maintain offices through which its business is conducted\n          separate from those of AFS and any Affiliates of AFS (provided that,\n                                                                --------    \n          to the extent that AFS and any of its Affiliates have offices in the\n          same location, there shall be a fair and appropriate allocation of\n          overhead costs and expenses among them, and each such entity shall\n          bear its fair share of such expenses);\n\n               (h)  not commingle its funds with those of AFS or any Affiliate\n          of AFS or any Affiliates of the Borrower except to the extent\n          contemplated herein, or use its funds for other than the Borrower's\n          uses; and\n\n               (i)  ensure that any financial reports required of the Borrower\n          shall comply with GAAP and shall be issued separately from, but may be\n          consolidated with, any reports prepared by any of its Affiliates.\n\n     SECTION 11.6   Interest Rate Hedges.  The Borrower shall maintain, at all\n                    --------------------\ntimes on and after the date of the initial Advance hereunder, Interest Rate\nHedges (a) between\n\n \n                                                                         Page 84\n\n\nthe Borrower and (i) CSFB or any of its Affiliates or (ii) any other bank or\nother financial institution whose long-term rating is at least A+ from S&amp;P and\nA1 from Moody's and whose short-term unsecured debt obligation rating is at\nleast A-1\/P-1 by S&amp;P and Moody's, respectively, and is reasonably acceptable to\nthe Agent, (b) with a notional principal amount not less than the outstanding\nprincipal amount of the Advances and with a final maturity date which is the\ndate of the last required Scheduled Payment of any Receivable in the Total\nReceivables Pool or such earlier date approved by the Agent and the Rating\nAgencies, (c) each of which has an Interest Rate Cap Strike Price no greater\nthan the Maximum Interest Rate Cap Strike Price and (d) which are otherwise in\nform and substance reasonably acceptable to the Agent and the Rating Agencies.\n\n     SECTION 11.7   Tangible Net Worth.  The Borrower shall maintain at all\n                    ------------------      \ntimes a positive Tangible Net Worth.\n\n     SECTION 11.8   Take-Out Securitization.  The Borrower shall effect or cause\n                    -----------------------\nan Affiliate to effect a Take-Out Securitization no more than six months after\nthe Closing Date and thereafter at least once during each successive calendar\nquarter.\n\n     SECTION 11.9   Sales, Liens, Etc., Against Receivables and Related Assets.\n                    ----------------------------------------------------------  \nThe Borrower shall not, except as otherwise provided herein, sell, assign (by\noperation of law or otherwise) or otherwise dispose of, or create or suffer to\nexist, any Lien upon or with respect to, any Transferred Receivable or any other\nBorrower Collateral.\n\n     SECTION 11.10  Stock, Merger, Consolidation, Etc.  The Borrower shall not\n                    ---------------------------------\n\n     (a)  Merge or consolidate with or into, or sell, convey, transfer,\nexchange, lease or otherwise dispose of (whether in one transaction or in a\nseries of transactions) all or substantially all of its assets (whether now\nowned or hereafter acquired) to, acquire all or substantially all of the assets\nof, any Person or division of any Person; or, except as expressly permitted\nunder the terms of this Agreement and its certificate of incorporation, sell,\nconvey, transfer, exchange, lease or otherwise dispose of any of its assets;\n\n     (b)  Issue or allow the issuance of any Certificates or other equity rights\nor rights, warrants or options in respect thereof, other than the Certificates\nwhich are and shall at all times during the term of this Agreement be legally\nand beneficially owned by AFS and ACC and\/or AFC, free and clear of all Liens;\nor\n\n     (c)  Permit ACC to own more than 25% of the Certificates outstanding at any\ntime.\n\n     SECTION 11.11  Change in Name.  The Borrower shall not make any change to\n                    --------------\nits name or use any trade names, fictitious names, assumed names or \"doing\nbusiness as\"\n\n \n                                                                         Page 85\n\n\nnames.\n\n     SECTION 11.12  Indebtedness.  The Borrower shall not incur, create, assume,\n                    ------------\nsuffer to exist or otherwise become liable with respect to any Indebtedness\nother than (i) hereunder and under the other Transaction Documents and the\nBackup Servicer\/Collateral Agent Fee Letter, and (ii) other Indebtedness for\noperational expenses of the Borrower in an amount not to exceed $50,000 at any\none time outstanding.\n\n     SECTION 11.13  Guarantees.  The Borrower shall not guarantee, endorse or\n                    ----------\notherwise be or become contingently liable (including by agreement to maintain\nbalance sheet tests) in connection with the obligations of any other Person,\nexcept endorsements of negotiable instruments for collection in the ordinary\ncourse of business and reimbursement or indemnification obligations in favor of\nthe Agent or any Affected Person as provided for under this Agreement.\n\n     SECTION 11.14  Limitation on Transactions with Affiliates.  The Borrower\n                    ------------------------------------------               \nshall not enter into, or be a party to any transaction with any Affiliate of the\nBorrower, except for (a) the transactions contemplated by the Transaction\nDocuments and (b) to the extent not otherwise prohibited under this Agreement,\nother transactions in the nature of employment contracts and directors' fees,\nupon fair and reasonable terms materially no less favorable to the Borrower than\nwould be obtained in a comparable arm's-length transaction with a Person not an\nAffiliate.\n\n     SECTION 11.15  Documents.  The Borrower shall not cancel or terminate any\n                    ---------\nof the Transaction Documents to which it is party (in any capacity), or consent\nto or accept any cancellation or termination of any of such agreements, or amend\nor otherwise modify any term or condition of any of the Transaction Documents to\nwhich it is party (in any capacity) or give any consent, waiver or approval\nunder any such agreement, or waive any default under or breach of any of the\nTransaction Documents to which it is party (in any capacity) or take any other\naction under any such agreement not required by the terms thereof, unless (in\neach case) the Agent shall have consented thereto .\n\n     SECTION 11.16  Trust Agreement. The Borrower shall not amend, modify or\n                    --------------- \notherwise change any of the terms or provisions in its Trust Agreement, without\n(x) notice thereof being furnished by the Borrower to each Rating Agency and (y)\nthe prior written consent of the Agent.\n\n     SECTION 11.17  Accounting Treatment.  The Borrower shall not prepare any\n                    --------------------                                     \nfinancial statements or other statements (including any tax filings which are\nnot consolidated with those of AmeriCredit Corp.) which shall account for the\ntransactions contemplated by the Purchase Agreement in any manner other than as\nthe sale of, or a capital contribution of, the Transferred Receivables and the\nrelated assets by the Sellers to the Borrower.\n\n \n                                                                         Page 86\n\n     SECTION 11.18 Limitation on Investments. The Borrower shall not form, or\n                   -------------------------               \ncause to be formed, any Subsidiaries; or make or suffer to exist any loans or\nadvances to, or extend any credit to, or make any investments (by way of\ntransfer of property, contributions to capital, purchase of stock or securities\nor evidences of indebtedness, acquisition of the business or assets, or\notherwise) in, any Affiliate or any other Person except as otherwise permitted\nherein and pursuant to the Purchase Agreement.\n\n     SECTION 11.19 Distributions. The Borrower shall not declare or make (a)\n                   -------------                         \npayment of any distribution on or in respect of any Certificates, or (b) any\npayment on account of the purchase, redemption, retirement or acquisition of any\noption, warrant or other right to acquire Certificates unless (in each case) at\nthe time of such declaration or payment (and after giving effect thereto) no\nFacility Termination Event or Unmatured Facility Termination Event shall occur\nor be continuing and no amount payable by the Borrower under any Transaction\nDocument is then due and owing but unpaid.\n\n     SECTION 11.20 Other Liens or Interests. Except for the security interest\n                  ------------------------     \ngranted hereunder, the Borrower will not sell, pledge, assign or transfer to any\nother Person, or grant, create, incur, assume or suffer to exist any Lien on the\nBorrower Collateral or any interest therein, and the Borrower shall defend the\nright, title, and interest of the Collateral Agent (for the benefit of the\nSecured Parties), in and to the Borrower Collateral against all claims of third\nparties claiming through or under the Borrower.\n\n\n                                  ARTICLE XII\n                                 THE SERVICER\n\n     SECTION 12.1 Liability of Servicer; Indemnities.\n                  ----------------------------------       \n\n     (a)  The Servicer shall be liable hereunder only to the extent of the\nobligations in this Agreement and the other Transaction Documents specifically\nundertaken by the Servicer and the representations made by the Servicer.\n\n     (b)  The Servicer shall defend, indemnify and hold harmless each\nIndemnified Party from and against any and all costs, expenses, losses, damages,\nclaims, liabilities, penalties, fines, forfeitures and judgments, including\nreasonable fees and expenses of counsel and expenses of litigation arising out\nof or resulting from the use, ownership or operation of any Financed Vehicle\nrelated to a Transferred Receivable.\n\n     (c)  The Servicer shall indemnify, defend and hold harmless each\nIndemnified Party from and against any taxes that may at any time be asserted\nagainst such Indemnified Party with respect to the transactions contemplated in\nthis Agreement, including, without limitation, any sales, gross receipts,\ngeneral corporation, tangible personal property, transfer, privilege or license\ntaxes (but not including any income or franchise taxes or other taxes based upon\nthe net income of the applicable Indemnified \n\n \n                                                                         Page 87\n\nParty, or taxes asserted with respect to, and as of the date of, the sale of the\nReceivables to the Borrower) and costs and expenses in defending against the\nsame.\n\n     (d)  The Servicer shall indemnify, defend and hold harmless each\nIndemnified Party from and against any and all costs, expenses, losses, claims,\npenalties, fines, forfeitures, judgments, damages and liabilities to the extent\nthat such cost, expense, loss, claim, penalty, fine, forfeiture, judgment,\ndamage or liability arose out of, or was imposed upon such Indemnified Party by\nreason of the breach of this Agreement or any other Transaction Document to\nwhich it is party by the Servicer, the negligence, misfeasance, or bad faith of\nthe Servicer in the performance of its duties under this Agreement or by reason\nof negligent disregard of its obligations and duties under this Agreement.\n\n     (e)  Indemnification under this Section 12.1 shall survive the termination\n                                     ------------                 \nof this Agreement and shall include reasonable fees and expenses of counsel and\nexpenses of litigation. If the Servicer has made any indemnity payments pursuant\nto this Section 12.1 and the recipient thereafter collects any of such amounts\n        ------------        \nfrom others, the recipient shall promptly repay such amounts collected to the\nServicer, without interest.\n\n     (f)  Notwithstanding the indemnity provisions contained in Sections 12.1(b)\n                                                                ----------------\nthrough (e), the Servicer shall not be required to indemnify any Indemnified\n        ---\nParty against any costs, expenses, losses, damages, claims or liabilities to the\nextent the same shall have been (i) caused by the wilful misconduct or gross\nnegligence of such party, or (ii) suffered by reason of uncollectible or\nuncollected Receivables not caused by the Servicer's negligence, misfeasance or\nbad faith.\n\n     (g)  If for any reason (other than the exclusions (i) and (ii) set forth in\nSection 12.1(f)) the indemnification provided above in Section 12.1 is\n---------------                                        ------------   \nunavailable to an Indemnified Party or is insufficient to hold an Indemnified\nParty harmless, then the Servicer shall contribute to the amount paid or payable\nby such Indemnified Party as a result of such loss, claim, damage or liability\nin such proportion as is appropriate to reflect not only the relative benefits\nreceived by such Indemnified Party, on the one hand, and the Servicer, on the\nother hand, but also the relative fault of such Indemnified Party, on the one\nhand, and the Servicer, on the other hand, as well as any other relevant\nequitable considerations.\n\n     SECTION 12.2 Merger or Consolidation of, or Assumption of the\n                  ------------------------------------------------\nObligations of, the Servicer or Backup Servicer.\n----------------------------------------------- \n\n     (a)  The Servicer shall not merge or consolidate with any other Person,\nconvey, transfer or lease substantially all its assets as an entirety to another\nPerson, or permit any other Person to become the successor to the Servicer's\nbusiness unless, after the merger, consolidation, conveyance, transfer, lease or\nsuccession, the successor or surviving entity shall be an Eligible Servicer,\nshall be acceptable to the\n\n \n                                                                         Page 88\n\nAgent and the Required Lenders and shall be capable of fulfilling the duties of\nthe Servicer contained in this Agreement. Any Person (i) into which the Servicer\nmay be merged or consolidated, (ii) resulting from any merger or consolidation\nto which the Servicer shall be a party, (iii) which acquires by conveyance,\ntransfer, or lease substantially all of the assets of the Servicer, or (iv)\nsucceeding to the business of the Servicer, in any of the foregoing cases shall\nexecute an agreement of assumption to perform every obligation of the Servicer\nunder this Agreement and the other Transaction Documents and, whether or not\nsuch assumption agreement is executed, shall be the successor to the Servicer\nunder this Agreement and the other Transaction Documents without the execution\nor filing of any paper or any further act on the part of any of the parties to\nthis Agreement, anything in this Agreement to the contrary notwithstanding;\nprovided, however, that nothing contained herein shall be deemed to release the\n--------  -------      \nServicer from any obligation hereunder. The Servicer shall provide notice of any\nmerger, consolidation or succession pursuant to this Section 12.2(a) to the\n                                                     ---------------\nAgent, each Rating Agency, the Collateral Agent, and the Backup Servicer.\nNotwithstanding the foregoing, as a condition to the consummation of the\ntransactions referred to in clauses (i), (ii), (iii) and (iv) above, (x)\n                            ------------------------     ----        \nimmediately after giving effect to such transaction, no representation or\nwarranty made pursuant to Section 8.6 shall have been breached in any material\n                          -----------\nrespect (for purposes hereof, such representations and warranties shall speak as\nof the date of the consummation of such transaction) and no Facility Termination\nEvent or Unmatured Facility Termination Event shall have occurred and be\ncontinuing, (y) the Servicer shall have delivered to the Agent an Officer's\nCertificate and an Opinion of Counsel each stating that such consolidation,\nmerger or succession and such agreement of assumption comply with this Section\n                                                                       -------\n12.2(a), and (z) the Servicer shall have delivered to the Agent an Opinion of\n-------\nCounsel, stating, in the opinion of such counsel, either (A) all financing\nstatements and continuation statements and amendments thereto have been executed\nand filed that are necessary to preserve and protect the security interest of\nthe Collateral Agent (for the benefit of the Secured Parties) in the Transferred\nReceivables and other Borrower Collateral and reciting the details of the\nfilings or (B) no such action shall be necessary to preserve and protect such\ninterest.\n\n     (b)  Any Person (i) into which the Backup Servicer may be merged or\nconsolidated, (ii) resulting from any merger or consolidation to which the\nBackup Servicer shall be a party, (iii) which acquires by conveyance, transfer\nor lease substantially all of the assets of the Backup Servicer, or (iv)\nsucceeding to the business of the Backup Servicer, in any of the foregoing cases\nshall execute an agreement of assumption to perform every obligation of the\nBackup Servicer under this Agreement and, whether or not such assumption\nagreement is executed, shall be the successor to the Backup Servicer under this\nAgreement without the execution or filing of any paper or any further act on the\npart of any of the parties to this Agreement, anything in this Agreement to the\ncontrary notwithstanding; provided, however, that nothing contained herein shall\n                          --------  -------   \nbe deemed to release the Backup Servicer from any obligation.\n\n \n                                                                         Page 89\n\n     SECTION 12.3 Limitation on Liability of Servicer, Backup Servicer and\n                  --------------------------------------------------------\nOthers.\n------\n\n     (a)  Neither the The Servicer shall not Servicer, the Backup Servicer nor\nany of the directors or officers or employees or agents of the Servicer or\nBackup Servicer shall be under any liability to the Borrower, the Investors or\nthe Agent, except as provided in this Agreement, for any action taken or for\nrefraining from the taking of any action pursuant to this Agreement; provided,\n                                                                     -------- \nhowever, that this provision shall not protect the Servicer, the Backup Servicer\n-------                                                         \nor any such person against any liability that would otherwise be imposed by\nreason of a breach of this Agreement or willful misfeasance, bad faith or\nnegligence in the performance of duties. The Servicer, the Backup Servicer and\nany director, officer, employee or agent of the Servicer or Backup Servicer may\nrely in good faith on the written advice of counsel or on any document of any\nkind prima facie properly executed and submitted by any Person respecting any\nmatters arising under this Agreement. The Backup Servicer shall not be required\nto expend or risk its own funds or otherwise incur financial liability in the\nperformance of any of its duties hereunder, or in the exercise of any of its\nrights or powers, if the repayment of such funds or adequate written indemnity\nagainst such risk or liability is not reasonably assured to it in writing prior\nto the expenditure or risk of such funds or incurrence of financial liability.\n\n     (b)  Unless acting as Servicer hereunder, the Backup Servicer shall not be\nliable for any obligation of the Servicer contained in this Agreement, and the\nAgent, the Borrower and the Investors shall look only to the Servicer to perform\nsuch obligations.\n\n     (c)  The Backup Servicer shall have no responsibility and shall not be in\ndefault hereunder nor incur any liability for any failure, error, malfunction or\nany delay in carrying out any of its duties under this Agreement if any such\nfailure or delay results from the Backup Servicer acting in accordance with\ninformation prepared or supplied by a Person other than the Backup Servicer or\nthe failure of any such Person to prepare or provide such information. The\nBackup Servicer shall have no responsibility, shall not be in default and shall\nincur no liability (i) for any act or failure to act by any third party,\nincluding the Servicer or for any inaccuracy or omission in a notice or\ncommunication received by the Backup Servicer from any third party or (ii) that\nis due to or results from the invalidity, unenforceability of any Receivable\nunder applicable law or the breach or the inaccuracy of any representation or\nwarranty made with respect to any Receivable.\n\n     SECTION 12.4 Delegation of Duties. So long as AFS is the Servicer, the\n                  --------------------                        \nServicer may delegate duties under this Agreement to an Affiliate of AFS with\nthe prior written consent of the Agent and written notice to the Backup\nServicer. The Servicer also may at any time perform the specific duties of (a)\nrepossession of Financed Vehicles, (b) tracking the insurance on Financed\nVehicles and (c) pursuing the collection of deficiency balances on Delinquent\nReceivables through sub-contractors who are in the business of servicing\nautomotive receivables, without the consent of the Agent, the Lenders or the\nBackup Servicer. The Servicer may also perform other non-material \n\n \n                                                                         Page 90\n\nspecific duties through such sub-contractors in accordance with customary\nservicing policies and procedures without the prior consent of the Agent;\nprovided, however, that no such delegation or subcontracting of duties by the\n--------  -------              \nServicer shall relieve the Servicer of its responsibility with respect to such\nduties. Neither AFS nor any other party acting as Servicer hereunder shall\nappoint any subservicer hereunder without the prior written consent of the Agent\nand written notice to the Backup Servicer. If the Backup Servicer assumes the\nrole of successor Servicer, such successor Servicer may delegate its duties\nunder this Agreement to any Person or appoint a subservicer with the prior\nconsent of the Agent.\n\n     SECTION 12.5 Servicer and Backup Servicer Not to Resign. Subject to the\n                  ------------------------------------------\nprovisions of Section 12.2, neither the Servicer nor the Backup Servicer shall\n              ------------\nresign from the obligations and duties imposed on it by this Agreement as\nServicer or Backup Servicer except upon a determination that by reason of a\nchange in legal requirements the performance of its duties under this Agreement\nwould cause it to be in violation of such legal requirements in a manner which\nwould result in a material adverse effect on the Servicer or the Backup\nServicer, as the case may be, and the Agent does not elect to waive the\nobligations of the Servicer or the Backup Servicer, as the case may be, to\nperform the duties which render it legally unable to act or to delegate those\nduties to another Person. Any such determination permitting the resignation of\nthe Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to\nsuch effect delivered and acceptable to the Agent. No resignation of the\nServicer shall become effective until the Backup Servicer or an entity\nacceptable to the Agent and the Required Lenders shall have assumed the\nresponsibilities and obligations of the Servicer. No resignation of the Backup\nServicer shall become effective until an entity acceptable to the Agent and the\nRequired Lenders shall have assumed the responsibilities and obligations of the\nBackup Servicer; provided, however, that in the event a successor Backup\n                 --------  -------\nServicer is not appointed within 60 days after the Backup Servicer has given\nnotice of its resignation as permitted by this Section 12.5, the Backup Servicer\n                                               ------------                     \nmay petition a court for its removal. Notwithstanding the foregoing, the Backup\nServicer may resign for any reason, provided an entity acceptable to the Agent\nand the Required Lenders shall have assumed the responsibilities and obligations\nof the Backup Servicer prior to the effectiveness of any such resignation.\n\n                                 ARTICLE XIII\n                          SERVICER TERMINATION EVENTS\n\n     SECTION 13.1 Servicer Termination Event. For purposes of this Agreement,\n                   --------------------------       \neach of the following shall constitute a \"Servicer Termination Event\":\n                                          --------------------------\n\n     (a)   Any failure by the Servicer or, so long as AFS or an Affiliate of the\nBorrower is the Servicer, the Borrower to deliver to the Collateral Agent or the\nAgent any proceeds or payment required to be so delivered under the terms of\nthis Agreement\n\n \n                                                                         Page 91\n\n(or, if AFS or an Affiliate of the Borrower is the Servicer, under the\nPurchase Agreement) that continues unremedied for a period of two Business Days\n(or, with respect to any Purchase Amounts, one Business Day) after written\nnotice is received by the Servicer from the Agent or after discovery of such\nfailure by a Responsible Officer of the Servicer;\n\n     (b)  Failure by the Servicer to deliver the Servicer's Certificate required\nby Section 8.9 by 12:00 Noon, New York City time, on the second Business Day\n   -----------                   \nafter each Determination Date;\n\n     (c)  Failure on the part of the Servicer to observe in all material aspects\n its covenants and agreements set forth in Section 12.2(a);\n                                           ---------------\n\n     (d)  Failure on the part of the Servicer or, so long as AFS or an Affiliate\nof the Borrower is the Servicer, the Borrower, duly to observe or perform in any\nmaterial respect any other covenants or agreements of the Servicer or, so long\nas AFS is the Servicer, the Borrower, as the case may be, set forth in this\nAgreement, which failure continues unremedied for a period of 30 days after the\nearlier of knowledge thereof by a Responsible Officer of the Servicer and the\ndate on which written notice of such failure, requiring the same to be remedied,\nshall have been given to the Servicer by the Agent;\n\n     (e)  The entry of a decree or order for relief by a court or regulatory\nauthority having jurisdiction in respect of the Servicer (or, if AFS or an\nAffiliate of the Borrower is the Servicer, the Borrower) in an involuntary case\nunder the Bankruptcy Code, as now or hereafter in effect, or another present or\nfuture, federal or state, bankruptcy, insolvency or similar law, or appointing a\nreceiver, liquidator, assignee, trustee, custodian, sequestrator or other\nsimilar official of the Servicer (or, if AFS or an Affiliate of the Borrower is\nthe Servicer, the Borrower) or of any substantial part of their respective\nproperties or ordering the winding up or liquidation of the affairs of the\nServicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the\nBorrower) or the commencement of an involuntary case under the Bankruptcy Code,\nas now or hereinafter in effect, or another present or future federal or state\nbankruptcy, insolvency or similar law and such case is not dismissed within 60\ndays;\n\n     (f)  The commencement by the Servicer (or, if AFS or an Affiliate of the\nBorrower is the Servicer, the Borrower) of a voluntary case under the Bankruptcy\nCode, as now or hereafter in effect, or any other present or future, federal or\nstate, bankruptcy, insolvency or similar law, or the consent by the Servicer\n(or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) to\nthe appointment of or taking possession by a receiver, liquidator, assignee,\ntrustee, custodian, sequestrator or other similar official of the Servicer (or,\nif AFS or an Affiliate of the\n\n \n                                                                         Page 92\n\nBorrower is the Servicer, the Borrower) generally to pay its debts as such debts\nbecome due or the taking of corporate action by the Servicer (or, if AFS or an\nAffiliate of the Borrower is the Servicer, the Borrower) in furtherance of any\nof the foregoing;\n\n     (g)  Any representation, warranty or statement of the Servicer (or, if AFS\nor an Affiliate of the Borrower is the Servicer, the Borrower) made in this\nAgreement or any certificate, report or other writing delivered pursuant hereto\nshall prove to be incorrect in any material respect as of the time when the same\nshall have been made (excluding, however, any representation or warranty set\nforth in the definition of \"Eligible Receivable\"), and, within 30 days after the\n                            -------------------                                 \nearlier of knowledge thereof by a Responsible Officer of the Servicer and the\ndate written notice thereof shall have been given to the Servicer by the Agent,\nthe circumstances or condition in respect of which such representation, warranty\nor statement was incorrect shall not have been eliminated or otherwise cured;\n\n     (h)  The Agent shall not have delivered a Servicer Extension Notice\npursuant to Section 8.14;\n            ------------    \n\n     (i)  The average of the Servicer Delinquency Ratios for the last day of\neach of the preceding three Collection Periods exceeds 15.5%;\n\n     (j)  The Portfolio Net Loss Ratio exceeds 8%; or\n\n     (k)  The occurrence and continuance of a Facility Termination Event.\n\n\n     SECTION 13.2  Consequences of a Servicer Termination Event. If a Servicer\n                   --------------------------------------------       \nTermination Event shall occur and be continuing, the Agent may, and, upon the\ndirection of the Required Lenders, the Agent shall, by written notice given to\nthe Servicer, terminate all of the rights and obligations of the Servicer under\nthis Agreement. On or after the receipt by the Servicer of such written notice\nor if the Agent shall not have delivered a Servicer Extension Notice pursuant to\nSection 8.14, all authority, power, obligations and responsibilities of the\n------------\nServicer under this Agreement automatically shall pass to, be vested in and\nbecome obligations and responsibilities of the Backup Servicer; provided,\n                                                                --------\nhowever, that the Backup Servicer shall have no liability with respect to any\n-------\nobligation which was required to be performed by the prior Servicer prior to the\ndate that the Backup Servicer becomes the Servicer or any claim of a third party\nbased on any alleged action or inaction of the prior Servicer. The Backup\nServicer is authorized and empowered by this Agreement to execute and deliver,\non behalf of the prior Servicer, as attorney-in-fact or otherwise, any and all\ndocuments and other instruments and to do or accomplish all other acts or things\nnecessary or appropriate to effect the purposes of such termination, whether to\ncomplete the transfer and endorsement of the Transferred Receivables and related\ndocuments to show the Collateral Agent (for the benefit of the Secured Parties)\nas lienholder or secured party, or otherwise. The prior Servicer agrees to\ncooperate with the Backup Servicer in\n\n \n                                                                         Page 93\n\neffecting the termination of the responsibilities and rights of the prior\nServicer under this Agreement, including, without limitation and at the prior\nServicer's expense, the transfer to the Backup Servicer for administration by it\nof all cash amounts that shall at the time be held by the prior Servicer for\ndeposit, or have been deposited by the prior Servicer, in the Collection Account\nor thereafter received with respect to the Transferred Receivables and the\ndelivery to the Backup Servicer of all Receivable Files, Monthly Records and\nCollection Records and a computer tape in readable form containing all\ninformation necessary to enable the Backup Servicer or a successor Servicer to\nservice the Transferred Receivables. In addition, upon the occurrence of a\nServicer Termination Event, the Servicer shall, if so requested by the Agent,\ndeliver to the Backup Servicer its Monthly Records within one day after demand\ntherefor and a computer tape or diskette (or any other means of electronic\ntransmission acceptable to the Backup Servicer) containing as of the close of\nbusiness on the date of demand all of the data maintained by the Servicer in\ncomputer format in connection with servicing the Transferred Receivables. If\nrequested by the Agent, the Backup Servicer or successor Servicer shall\nterminate the Lockbox Agreement with respect to the Transferred Receivables and\ndirect the Obligors to make all payments under the Transferred Receivables\ndirectly to the successor Servicer (in which event the successor Servicer shall\nprocess such payments in accordance with Section 8.2(e)), or to a lockbox\n                                         --------------\nestablished by the successor Servicer at the direction of the Agent, at the\nprior Servicer's expense. The terminated Servicer shall grant the Agent, the\nCollateral Agent and the Backup Servicer reasonable access to the terminated\nServicer's premises at the terminated Servicer's expense.\n\n     SECTION 13.3  Appointment of Successor Servicer.\n                   ---------------------------------\n\n     (a)  On and after (i) the time the Servicer receives a notice of\ntermination pursuant to Section 13.2 or (ii) upon the resignation of the\n                        ------------\nServicer pursuant to Section 12.5 or (iii) the receipt by the Backup Servicer\n                     ------------\n(or any alternate successor Servicer appointed pursuant to Section 13.3(b)) of\n                                                           ---------------\nwritten notice from the Agent that the Agent is not extending the Servicer's\nterm pursuant to Section 8.14, the Backup Servicer shall be the successor in all\n                 ------------\nrespects to the Servicer in its capacity as servicer under this Agreement and\nthe transactions set forth or provided for in this Agreement and shall be\nsubject to all the responsibilities, restrictions, duties, liabilities and\ntermination provisions relating thereto placed on the Servicer by the terms and\nprovisions of this Agreement; provided, however, that the Backup Servicer shall\n                              --------  -------\nnot be liable for any acts, omissions or obligations of the Servicer prior to\nsuch succession or for any breach by the Servicer of any of its representations\nand warranties contained in this Agreement or in any related document. The\nServicer and such successor shall take such action, consistent with this\nAgreement, as shall be necessary to effectuate any such succession. If a\nsuccessor Servicer is acting as Servicer hereunder, it shall be subject to\ntermination under Section 13.2 upon the occurrence of any Servicer Termination\n                  ------------\nEvent applicable to it as Servicer.\n\n \n                                                                         Page 94\n\n     (b)  The Agent (with the consent of the Required Lenders) may exercise at\nany time its right to appoint as Backup Servicer or as successor to the Servicer\na person other than the Person serving as Backup Servicer at the time and shall\nhave no liability to the Investors, the Borrower, AFS, the Person then serving\nas Backup Servicer or any other Person if it does so. Notwithstanding the above,\nif the Backup Servicer shall be legally unable or unwilling to act as Servicer\nand the Agent shall fail to appoint a successor Servicer within 60 days of its\nreceipt of notice from the Backup Servicer to such effect, the Backup Servicer\nmay petition a court of competent jurisdiction to appoint any Eligible Servicer\nas the successor to the Servicer. Pending such appointment, the Backup Servicer\nshall act as successor Servicer unless it is legally unable to do so, in which\nevent the outgoing Servicer shall continue to act as Servicer until a successor\nhas been appointed and accepted such appointment. Subject to Section 12.5, no\n                                                             ------------ \nprovision of this Agreement shall be construed as relieving the Backup Servicer\nof its obligation to succeed as successor Servicer upon the termination of the\nServicer pursuant to Section 13.2, the resignation of the Servicer pursuant to\n                     ------------\nSection 12.5 or the non-extension of the servicing term of the Servicer pursuant\n------------\nto Section 8.14. If, upon the termination of the Servicer pursuant to Section\n   ------------                                                       -------\n13.2 or 8.14 or the resignation of the Servicer pursuant to Section 12.5, the\n----    ----                                                ------------\nAgent (with the consent of the Required Lenders) appoints a successor Servicer\nother than the Backup Servicer, the Backup Servicer shall not be relieved of its\nduties as Backup Servicer hereunder.\n\n     (c)  Any successor Servicer appointed pursuant to this Section 13 shall be\n                                                            ----------\nentitled to compensation based upon a rate equal to the Servicing Fee Rate. In\naddition, any successor Servicer shall be entitled to receive Transition Costs\nin accordance with the Security Agreement.\n\n\n                                  ARTICLE XIV\n\n                         FACILITY TERMINATION EVENTS;\n                                 THEIR EFFECT\n\n     SECTION 14.1  Facility Termination Events. Each of the following shall\n                   --------------------------- \nconstitute a Facility Termination Event under this Agreement:\n\n     (a)  Default in the payment when due of any principal of any Advance, which\ndefault shall continue unremedied for one Business Day, or default in the\npayment of any other amount payable by the Borrower hereunder, including,\nwithout limitation, any Yield on any Advance or any Fees which default shall\ncontinue for one Business Day; or the Borrower shall fail to comply with the\nClean-Up Requirement during any Clean-Up Period;\n\n     (b)  The Borrower or AFS (in any capacity) or any Seller shall fail to\nperform or observe any other term, covenant or agreement contained in this\nAgreement or in any\n\n \n                                                                         Page 95\n\nother Transaction Document on its part to be performed or observed and, except\nin the case of the covenants and agreements contained in Sections 11.7 and 11.8,\n                                                         -------------     ----\nas to each of which no grace period shall apply, any such failure shall remain\nunremedied for 30 days (two Business Days with respect to Section 11.6) after\n                                                          ------------\nknowledge thereof or after written notice thereof shall have been given by the\nAgent to AFS;\n\n     (c)  Any representation or warranty of the Borrower or AFS (in any\ncapacity) or any Seller made or deemed to have been made hereunder or in any\nother Transaction Document or any other writing or certificate furnished by or\non behalf of the Borrower, AFS or any Seller to the Agent or the Lenders for\npurposes of or in connection with this Agreement or any other Transaction\nDocument (including any Servicer's Certificate or any Borrowing Base\nConfirmation delivered pursuant to Section 7.3) shall prove to have been false\n                                   -----------\nor incorrect in any material respect when made or deemed to have been made and,\nwithin 30 days after the earlier of knowledge thereof by a Responsible Officer\nof the Borrower or AFS, as the case may be, and the date written notice thereof\nshall have been given to the Borrower or AFS, as the case may be, by the Agent,\nthe circumstances or condition in respect of which such representation, warranty\nor statement was incorrect shall not have been eliminated or otherwise cured;\nprovided that no breach shall be deemed to occur hereunder in respect of any\n--------\nrepresentation or warranty relating to eligibility of any Receivable on its\nPurchase Date to the extent AFS has repurchased such Receivable in accordance\nwith the provisions hereof or of the Purchase Agreement;\n\n     (d)  An Event of Bankruptcy shall have occurred and remain continuing with\nrespect to AmeriCredit Corp., the Borrower, AFS or any Seller;\n\n     (e)  The aggregate principal amount of all Advances and Accrued Expenses\noutstanding on any day shall exceed the Borrowing Base on such day, and such\ncondition continues unremedied for one Business Day (such excess referred to as\nthe \"Borrowing Base Deficiency\");\n     -------------------------\n\n     (f)  The Internal Revenue Service shall file notice of a Lien pursuant to\nSection 6323 of the Internal Revenue Code with regard to any assets of the\nBorrower or any material portion of the assets of AmeriCredit Corp., AFS or any\nSeller and such Lien shall not have been released within 30 days, or the Pension\nBenefit Guaranty Corporation shall file notice of a Lien pursuant to Section\n4068 of ERISA with regard to any of the assets of AmeriCredit Corp., the\nBorrower, a Seller or AFS and such Lien shall not have been released within 30\ndays;\n\n     (g)  (i) Any Transaction Document or any Lien granted thereunder by the\nBorrower, shall (except in accordance with its terms), in whole or in part,\nterminate, cease to be effective or cease to be the legally valid, binding and\nenforceable obligation of the Borrower; or (ii) the Borrower or any other party\nshall, directly or indirectly, contest in any manner such effectiveness,\nvalidity, binding nature or enforceability; or\n\n \n                                                                         Page 96\n\n(iii) any Lien securing any Obligation shall, in whole or in part, not be or\ncease to be a perfected first priority security interest against the Borrower;\n\n     (h)  A Servicer Termination Event shall have occurred;\n\n     (i)  On any Determination Date, the Delinquency Ratio averaged for such\nDetermination Date and the three immediately preceding Determination Dates\nexceeds 2.5%;\n\n     (j)  The Borrower, AmeriCredit Corp., any Seller, or AFS shall fail to pay\nany principal of or premium or interest on any Indebtedness having a principal\namount of $5,000,000 (or, in the case of the Borrower, $50,000) or greater, when\nthe same becomes due and payable (whether by scheduled maturity, required\nprepayment, acceleration, demand or otherwise) and such failure shall continue\nafter the applicable grace period, if any, specified in the agreement or\ninstrument relating to such Indebtedness; or any other default under any\nagreement or instrument relating to any such Indebtedness of the Borrower,\nAmeriCredit Corp., any Seller, or AFS, as applicable, or any other event, shall\noccur and shall continue after the applicable grace period, if any, specified in\nsuch agreement or instrument if the effect of such default or event is to\naccelerate, or to permit the acceleration of, the maturity of such Indebtedness;\nor any such Indebtedness shall be declared to be due and payable or required to\nbe prepaid (other than by a regularly scheduled required prepayment), redeemed,\npurchased or defeased, or an offer to prepay, redeem, purchase or defease such\nIndebtedness shall be required to be made, in each case, prior to the stated\nmaturity thereof;\n\n     (k)  There shall occur a \"termination event\"or \"event of default\" or\nsimilar event under any other Transaction Document;\n\n     (l)  Either (i) the long-term senior unsecured debt of AmeriCredit Corp. is\nrated by either S&amp;P or Moody's below B- or B1, respectively, or (ii) if\nAmeriCredit Corp. is not so rated, the Agent, acting at the direction of the\nRequired Lenders, deems the creditworthiness of AmeriCredit Corp. to be\nequivalent to a rating below B-\/B1;\n\n     (m)  The weighted average AmeriCredit Score for all Receivables in the\nTotal Receivables Pool shall at any time be less than 215;\n\n     (n)  The average of the Monthly Extension Rates for three consecutive\nDetermination Dates shall exceed 5.0%;\n\n     (o)  As of any Distribution Date, the amount in the Reserve Account is less\nthan the Minimum Reserve Account Amount, and such deficiency is not cured on or\nprior to the immediately succeeding Distribution Date;\n\n \n                                                                         Page 97\n\n     (p)  This Agreement and the Advances hereunder are not rated \"A\/A2\" by S&amp;P\nand Moody's within 45 days after the Closing Date or, after such rating is\ngranted, the same is reduced or withdrawn by S&amp;P or Moody's;\n\n     (q)  A notice of termination with respect to the Lockbox Agreement with\nrespect to the Transferred Receivables shall have been delivered, or a\ntermination of the Lockbox Agreement shall have otherwise occurred, and a\nreplacement Lockbox Bank reasonably acceptable to the Agent shall not have\nexecuted a Lockbox Agreement with respect to the Transferred Receivables in form\nand substance satisfactory to the Agent within 30 days of such notice;\n\n     (r)  (i) One or more final rulings or judgments shall be entered against,\nor one or more settlements shall be entered into by, AmeriCredit Corp. or AFS\n(and\/or any Affiliate of AFS other than the Borrower) involving in the aggregate\nliability (not paid or fully covered by insurance) of $500,000 or more and, in\nthe case of a judgment, shall remain undischarged or unstayed within 60 days\nfrom entry thereof or (ii) one or more final rulings or judgments shall be\nentered against, or one or more settlements shall be entered into by, the\nBorrower involving in the aggregate liability (not paid or fully covered by\ninsurance) of $50,000 or more and, in the case of a judgment, shall remain\nundischarged or unstayed within 60 days from entry thereof;\n\n     (s)  AmeriCredit Corp. shall be a party to any transaction of merger or\nconsolidation in which it is not the surviving entity or shall sell all or\nsubstantially all of its assets to another Person unless it has given prior\nwritten notice thereof to the Agent and the following conditions are met: (i)\nthe Required Lenders consent in writing, and (ii) the Rating Agencies shall\nconfirm that such transaction will not result in a withdrawal of or reduction in\ntheir ratings of this Agreement or the Advances hereunder;\n\n     (t)  A Change of Control shall occur with respect to AmeriCredit Corp.;\n\n     (u)  The Tangible Net Worth of AmeriCredit Corp. shall be less than\n$200,000,000 for any period of 20 consecutive days; or\n\n     (v)  Either AFS or ACC shall cease to be a direct or indirect wholly-owned\nsubsidiary of AmeriCredit Corp.; or AFC shall cease to be a direct or indirect\nwholly-owned subsidiary of AFS; or AFS and AFC and\/or ACC shall at any time own\nless than 100% of the Certificates issued pursuant to the Trust Agreement.\n\n     SECTION 14.2 Effect of Facility Termination Event.\n                  ------------------------------------\n\n     (a)  Optional Termination. Upon the occurrence of a Facility Termination\n          --------------------\nEvent (other than a Facility Termination Event described in Section 14.1(d)),\n                                                            ---------------\nthe Agent may, and, at the direction of the Required Lenders, the Agent shall\ndeclare all or any portion of the outstanding principal amount of the Advances\nand other Obligations to be\n\n \n                                                                         Page 98\n\ndue and payable and\/or the Facility (if not theretofore terminated) to be\nterminated, whereupon the full unpaid amount of such Advances and other\nObligations which shall be so declared due and payable shall be and become\nimmediately due and payable, without further notice, demand or presentment,\nand\/or, as the case may be, the Facility (and the Commitments of the Committed\nLenders, if any, thereunder) shall terminate.\n\n     (b)  Automatic Termination. Upon the occurrence of a Facility Termination\n          ---------------------\nEvent described in Section 14.1(d) or a Servicer Termination Event described in\n                   ---------------\nSection 13.1(e) or (f), the Facility Termination Date shall be deemed to have\n----------------------    \noccurred automatically, and all outstanding Advances under this Agreement and\nall other Obligations under this Agreement shall become immediately and\nautomatically due and payable, all without presentment, demand, protest, or\nnotice of any kind.\n\n     SECTION 14.3  Certain Rights Upon Facility Termination Event.\n                   ---------------------------------------------- \n\n     (a)  In addition to the rights and remedies specified in Section 14.2, if a\n                                                              ------------\nFacility Termination Event shall have occurred and be continuing, the Agent may\ndirect the Collateral Agent to exercise any of the remedies specified in the\nSecurity Agreement or available to the Collateral Agent as a secured party under\nthe UCC in respect of the Borrower Collateral (or any portion thereof).\n\n     (b)  The rights and remedies provided to the Collateral Agent, the Agent\nand the Secured Parties herein and in the other Transaction Documents are\ncumulative and not exclusive of any other rights and remedies the Collateral\nAgent, the Agent and the Secured Parties may have under applicable law.\n\n     (c)  If a Facility Termination Event shall have occurred and be continuing,\nthen at any time after the acceleration of the maturity of the Advances and\nother Obligations has been made and before a judgment or decree for payment of\nthe money due has been obtained by the Agent as hereinafter provided, the\nRequired Lenders, by written notice to the Borrower and the Agent, may rescind\nand annul such declaration and its consequences if:\n\n               (i)  the Borrower has paid or deposited with the Agent a sum\n          sufficient to pay\n\n                    (A)  all payments of principal of and Yield on the Advances\n               and all other amounts that would then be due hereunder or if the\n               Facility Termination Event giving rise to such acceleration had\n               not occurred; and\n\n                    (B)  all sums paid or advanced by the Agent hereunder and\n               the reasonable compensation, expenses, disbursements and advances\n               of the Agent and its agents and counsel; and\n\n \n                                                                         Page 99\n\n               (ii) all Facility Termination Events, other than the nonpayment\n          of the principal of the Advances that has become due solely by such\n          acceleration, have been cured or waived.\n\n     No such rescission shall affect any subsequent default or impair any right\nconsequent thereto.\n\n                                  ARTICLE XV\n\n                                   THE AGENT\n\n     SECTION 15.1  Appointment. Each Lender hereunder hereby irrevocably\n                   -----------\ndesignates and appoints CSFB as Agent hereunder, and authorizes the Agent to\ntake such action on its behalf under the provisions of this Agreement, the\nSecurity Agreement and the other Transaction Documents and to exercise such\npowers and perform such duties as are expressly delegated to the Agent by the\nterms of this Agreement, the Security Agreement and the other Transaction\nDocuments, together with such other powers as are reasonably incidental thereto.\nNotwithstanding any provision to the contrary elsewhere in this Agreement, the\nAgent shall not have any duties or responsibilities, except those expressly set\nforth herein, or any fiduciary relationship with any Lender, and no implied\ncovenants, functions, responsibilities, duties, obligations or liabilities on\nthe part of the Agent to any Lender shall be read into this Agreement, the\nSecurity Agreement or the other Transaction Documents or shall otherwise exist\nagainst the Agent. In performing its functions and duties hereunder, the Agent\nshall act solely as the agent of the Lenders, and the Agent does not assume, nor\nshall be deemed to have assumed, any obligation or relationship of trust or\nagency with or for any such Person.\n\n     SECTION 15.2  Delegation of Duties. The Agent may execute any of its duties\n                   --------------------\nunder this Agreement, the Security Agreement and the other Transaction Documents\nby or through its subsidiaries, affiliates, agents or attorneys-in-fact and\nshall be entitled to advice of counsel concerning all matters pertaining to such\nduties. The Agent shall not be responsible to any Lender for the negligence or\nmisconduct of any agents or attorneys-in-fact selected by it with reasonable\ncare.\n\n     SECTION 15.3  Exculpatory Provisions. Neither the Agent (acting in such\n                   ----------------------\ncapacity) nor any of its directors, officers, agents or employees shall be (a)\nliable for any action lawfully taken or omitted to be taken by it or them or any\nPerson described in Section 15.2 under or in connection with this Agreement, the\n                    ------------\nSecurity Agreement or the other Transaction Documents (except for its, their or\nsuch Person's own gross negligence or willful misconduct), or (b) responsible in\nany manner to any Person for any recitals, statements, representations or\nwarranties of any Person (other than itself) contained in the Transaction\nDocuments or in any certificate, report, statement or other\n\n \n                                                                        Page 100\n\ndocument referred to or provided for in, or received under or in connection\nwith, the Transaction Documents or for the value, validity, effectiveness,\ngenuineness, enforceability or sufficiency of the Transaction Documents or any\nother document furnished in connection therewith or herewith, or for any failure\nof any Person (other than itself or its directors, officers, agents or\nemployees) to perform its obligations under any Transaction Document or for the\nsatisfaction of any condition specified in a Transaction Document. Except as\notherwise expressly provided in this Agreement, the Agent shall not be under any\nobligation to any Person to ascertain or to inquire as to the observance or\nperformance of any of the agreements or covenants contained in, or conditions\nof, the Transaction Documents, or to inspect the properties, books or records of\nthe Borrower, the AFS or the Servicer.\n\n     SECTION 15.4   Reliance by Agent.  The Agent shall in all cases be \n                    -----------------            \nentitled to rely, and shall be fully protected in relying, upon any note,\nwriting, resolution, notice, consent, certificate, affidavit, letter, cablegram,\ntelegram, telecopy, telex or teletype message, statement, order or other\ndocument or conversation believed by it to be genuine and correct and to have\nbeen signed, sent or made by the proper Person or Persons and upon advice and\nstatements of legal counsel (including, without limitation, counsel to each of\nthe Lenders), independent accountants and other experts selected by the Agent.\nThe Agent shall in all cases be fully justified in failing or refusing to take\nany action under this Agreement, the Security Agreement, any other Transaction\nDocument or any other document furnished in connection herewith or therewith\nunless it shall first receive such advice or concurrence of the Lenders, as it\ndeems appropriate, or it shall first be indemnified to its satisfaction by the\nLenders against any and all liability, cost and expense which may be incurred by\nit by reason of taking or continuing to take any such action. The Agent shall in\nall cases be fully protected in acting, or in refraining from acting, under this\nAgreement, the Security Agreement, the other Transaction Documents or any other\ndocument furnished in connection herewith or therewith in accordance with a\nrequest of the Required Lenders, and such request and any action taken or\nfailure to act pursuant thereto shall be binding upon all the Lenders.\n\n     SECTION 15.5   Action Upon Certain Events; Reports and Notices. \n                    -----------------------------------------------\n\n     (a)   To the extent the Agent is entitled to consent to or withhold its\nconsent of any waiver or amendment of this Agreement, the Security Agreement or\nother Transaction Documents in accordance with the terms hereof or thereof, or\nis notified in writing by a party hereto of a Facility Termination Event or\nServicer Termination Event, the Agent shall (i) give prompt notice to the\nLenders of any such waiver, amendment, Facility Termination Event or Servicer\nTermination Event of which it is aware, and (ii) take such action with respect\nto such waiver, amendment, Facility Termination Event or Servicer Termination\nEvent as shall be directed by the Required Lenders; provided, however, that\n                                                    --------  ------- \nunless and until the Agent shall have received such directions, the Agent may\n(but shall not be obligated to) take such action, or refrain from taking such\naction, with respect to such waiver, amendment, Facility Termination Event or\nServicer\n\n \n                                                                        Page 101\n\nTermination Event, as applicable, as the Agent shall, in its sole discretion,\ndeem advisable and in the best interests of the Lenders.\n\n     (b)  The Agent shall upon request promptly provide the Lenders with copies\nof reports and notices received by it hereunder and under the Custodian\nAgreement and the Security Agreement.\n\n     SECTION 15.6   Non-Reliance on Agent. The Lenders expressly acknowledge\n                    ---------------------\nthat neither the Agent, nor any of its officers, directors, employees, agents,\nattorneys-in-fact or affiliates has made any representations or warranties to it\nand that no act by the Agent hereafter taken, including, without limitation, any\nreview of the affairs of either the Borrower, any Seller, AFS, the Servicer or\nthe Backup Servicer, shall be deemed to constitute any representation or\nwarranty by the Agent to any Lender. Except as expressly provided herein, the\nAgent shall not have any duty or responsibility to provide any Lender with any\ncredit or other information concerning the Borrower Collateral or the business,\noperations, property, prospects, financial and other condition or\ncreditworthiness of the Borrower, AFS, any Seller, the Servicer, the Lenders or\nthe Backup Servicer which may come into the possession of the Agent or any of\nits officers, directors, employees, agents, attorneys-in-fact or affiliates\n\n\n     SECTION 15.7   Indemnification.  The Committed Lenders agree to indemnify\n                    ---------------                                           \nthe Agent and its officers, directors, employees, representatives and agents (to\nthe extent not reimbursed by the Borrower, the Servicer or AFS under the\nTransaction Documents, and without limiting the obligation of such Persons to do\nso in accordance with the terms of the Transaction Documents), ratably according\nto their Commitment Percentages, from and against any and all liabilities,\nobligations, losses, damages, penalties, actions, judgments, suits, costs,\nexpenses or disbursements of any kind or nature whatsoever (including, without\nlimitation, the reasonable fees and disbursements of counsel for the Agent or\nthe affected Person in connection with any investigative, or judicial proceeding\ncommenced or threatened, whether or not the Agent or such affected Person shall\nbe designated a party thereto) that may at any time be imposed on, incurred by\nor asserted against the Agent or such affected Person as a result of, or arising\nout of, or in any way related to or by reason of, any of the transactions\ncontemplated hereunder or under the Transaction Documents or any other document\nfurnished in connection herewith or therewith (but excluding any such\nliabilities, obligations, losses, damages, penalties, actions, judgments, suits,\ncosts, expenses or disbursements resulting solely from the gross negligence or\nwillful misconduct of the Agent or such affected Person).\n\n     SECTION 15.8   Successor Agent.  The Agent may, upon five (5) days'\n                    ---------------                                     \nnotice to the Lenders (with a copy to the Borrower), resign as Agent; provided,\n                                                                      --------\nin either case, that a Lender agrees to become the successor Agent hereunder in\naccordance with the next sentence. If the Agent shall resign as Agent under this\nAgreement, then the Required Lenders during such period shall appoint from among\nthe Committed Lenders a\n\n \n                                                                        Page 102\n\nsuccessor agent, whereupon such successor agent shall succeed to the rights,\npowers and duties of the Agent, and the term \"Agent\" shall mean such successor\nagent, effective upon its acceptance of such appointment, and the former Agent's\nrights, powers and duties as Agent shall be terminated, without any other or\nfurther act or deed on the part of such former Agent or any of the parties to\nthis Agreement. After the retiring Agent's resignation hereunder as Agent, the\nprovisions of this Article XV shall inure to its benefit as to any actions taken\n                   ----------           \nor omitted to be taken by it while it was Agent under this Agreement.\n\n     SECTION 15.9   Liability of the Agent. Notwithstanding any provision of\n                    ----------------------\nthis Agreement, the Security Agreement or any other Transaction Document: (i)\nthe Agent shall not have any obligations under this Agreement, the Security\nAgreement or any other Transaction Document other than those specifically set\nforth herein and therein, and no implied obligations of the Agent shall be read\ninto this Agreement, the Security Agreement or any other Transaction Document;\nand (ii) in no event shall the Agent be liable under or in connection with this\nAgreement, the Security Agreement or any other Transaction Document for\nindirect, special, or consequential losses or damages of any kind, including\nlost profits, even if advised of the possibility thereof and regardless of the\nform of action by which such losses or damages may be claimed. Neither the Agent\nnor any of its respective directors, officers, agents or employees shall be\nliable for any action taken or omitted to be taken in good faith by it or them\nunder or in connection with this Agreement, the Security Agreement or any other\nTransaction Document, except for its or their own gross negligence or willful\nmisconduct. Without limiting the foregoing, the Agent (a) may consult with legal\ncounsel (including counsel for the Lenders, the Borrower or the Servicer),\nindependent public accountants and other experts selected by it and shall not be\nliable for any action taken or omitted to be taken in good faith by it in\naccordance with the advice of such counsel, accountants or experts, (b) shall\nnot be responsible to the Lenders, the Borrower, AFS, the Servicer, any Seller,\nor the Backup Servicer for any statements, warranties or representations (other\nthan its own statements) made in or in connection with this Agreement, the\nSecurity Agreement or the other Transaction Documents, (c) shall not be\nresponsible to the Lenders, the Borrower, the AFS, the Servicer, any Seller or\nthe Backup Servicer for the due execution, legality, validity, enforceability,\ngenuineness, sufficiency or value of this Agreement, the Security Agreement or\nthe other Transaction Documents (other than the legality, validity,\nenforceability or genuineness of its own execution, authorization and\nperformance hereof and thereof), (d) shall incur no liability under or in\nrespect of any of the commercial paper or other obligations of the Lenders under\nthis Agreement, the Security Agreement or the other Transaction Documents and\n(e) shall incur no liability under or in respect of this Agreement, the Security\nAgreement or the other Transaction Documents by acting upon any notice\n(including notice by telephone), consent, certificate or other instrument or\nwriting (which may be by facsimile) believed by it to be genuine and signed or\nsent by the proper party or parties. Notwithstanding anything else herein or in\nthe other Transaction Documents, it is agreed that where the Agent may be\nrequired under this Agreement, the Security\n\n \n                                                                        Page 103\n\nAgreement or the other Transaction Documents to give notice of any event or\ncondition or to take any action as a result of the occurrence of any event or\nthe existence of any condition, the Agent agrees to give such notice or take\nsuch action only to the extent that it has actual knowledge of the occurrence of\nsuch event or the existence of such condition, and shall incur no liability for\nany failure to give such notice or take such action in the absence of such\nknowledge.\n\n     SECTION 15.10  Agent and Affiliates.  The Agent and any of its Affiliates\n                    --------------------\nmay generally engage in any kind of business with the Borrower, the Servicer,\nany Seller, AFS, the Backup Servicer, any Obligor, any of their respective\nAffiliates and any Person who may do business with or own securities of the\nBorrower, the Servicer, any Seller, AFS, the Backup Servicer, any Obligor or any\nof their respective Affiliates, all as if the Agent were not the Agent hereunder\nand without any duty to account therefor to any Lender.\n\n                                  ARTICLE XVI\n\n                                  ASSIGNMENTS\n\n     SECTION 16.1   Restrictions on Assignments. Except as specifically\n                    ---------------------------\nprovided herein (with respect to the Servicer and the Backup Servicer), neither\nthe Borrower, the Servicer, AFS, any Seller nor Backup Servicer may assign any\nof their respective rights or obligations hereunder or any interest herein\nwithout the prior written consent of the Agent and all the Lenders or, in the\ncase of Backup Servicer, the Agent and the Required Lenders. No Lender may\nassign its rights or obligations hereunder, any Advance or the Note (or any\nportion thereof) to any Person without the prior written consent of the Borrower\nand the Agent (as to the Borrower only, such consent not to be unreasonably\nwithheld or delayed); provided, however, that any Lender may assign, or grant a\n                      --------  -------                                        \nsecurity interest in, all or any portion of the Advances and the Note to (i)\nCSFB or any of its Affiliates or another Lender or (ii) any Person managed by\nCSFB or any of its Affiliates, and (iii) any Liquidity Provider (each, an\n\"Eligible Assignee\"), in each case under clauses (i), (ii) and (iii) above,\n -----------------\nwithout the prior written consent of the Borrower; provided, further, however,\n                                                   --------  -------  -------\nthat after the occurrence of the Facility Termination Date, any Lender may,\nsubject to the provisions of Section 16.5, assign all or a portion of the\n                             ------------\nAdvance or Note held by it to a Person other than those identified in clauses\n(i), (ii) and (iii) above without the prior written consent of the Borrower.\n\n     SECTION 16.2   Documentation.  Each Lender shall deliver to each \n                    -------------\nassignee an assignment, in such form as such Lender and the related assignee may\nagree, duly executed by such Lender assigning any such rights, obligations,\nAdvance or Note to the assignee; and such Lender shall promptly execute and\ndeliver all further instruments and documents, and take all further action, that\nthe assignee may reasonably request, in order to perfect, protect or more fully\nevidence the assignee's right, title and interest in and to the items assigned,\nand to enable the assignee to exercise or enforce any\n\n \n                                                                        Page 104\n\nrights hereunder or under the Note evidencing such Advance.\n\n          SECTION 16.3   Rights of Assignee. Upon the foreclosure of any\n                         ------------------\nassignment of any Advances made for security purposes, or upon any other\nassignment of any Advance from any Lender pursuant to this Article XVI, the\n                                                           -----------\nrespective assignee receiving such assignment shall have all of the rights of\nsuch Lender hereunder with respect to such Advances and all references to the\nLender or Investors in Section 6.1 shall be deemed to apply to such assignee.\n                       -----------\n\n          SECTION 16.4   Notice of Assignment. Each Lender shall provide notice\n                         --------------------\nto the Borrower of any assignment hereunder by such Lender to any assignee. Each\nLender authorizes the Agent to, and the Agent agrees that it shall, endorse the\nNote to reflect any assignments made pursuant to this Article XVI or otherwise.\n                                                      -----------\n\n          SECTION 16.5   Registration; Registration of Transfer and Exchange.\n                         ---------------------------------------------------\n\n          (a)  The Agent shall keep a register (the \"Note Register\") in which,\n                                                     -------------\nsubject to such reasonable regulations as it may prescribe, the Agent shall\nprovide for the registration of the Note and of transfer of interests in the\nNote. The Agent is hereby appointed \"Note Registrar\" for the purpose of \n                                     --------------\nregistering the Note and transfers of the Note as herein provided.\n\n          (b)  Each person who has or who acquired a Note or interest therein\nshall be deemed by such acquisition to have agreed to be bound by the provisions\nof this Section 16.5. No Note may be transferred prior to the Commitment\n        ------------\nTermination Date except to a successor Agent hereunder. Thereafter the Note may\nbe exchanged (in accordance with Section 16.5(c)) and transferred to the holders\n                                 ----------------\n(or their agents or nominees) of the Advances and to any assignee (in accordance\nwith Section 16.1) (or its agent or nominee) of all or a portion of the\n     ------------\nAdvances. The Agent shall not register (or cause to be registered) the transfer\nof the Note, unless the proposed transferee shall have delivered to the Agent\n(i) either (x) evidence satisfactory to it that the transfer of such Note is\nexempt from registration or qualification under the Securities Act of 1933, as\namended, and all applicable state securities laws and that the transfer does not\nconstitute a \"prohibited transaction\" under ERISA or (y) an express agreement by\nthe proposed transferee to be bound by and to abide by the provisions of this\nSection 16.5, the restrictions noted on the face of such Note and (ii) a\n------------\nproperly executed Form W-9 and, in the case of a transferee who is a foreign\nperson (within the meaning of Section 7701(a)(5) of the Code), a properly\nexecuted Form 4224 or Form 1001.\n\n          (c)  After the Commitment Termination Date, at the option of the\nholder thereof, the Note may be exchanged for one or more new Notes of any\nauthorized denominations and of a like class and aggregate principal amount at\nan office or agency of the Borrower. Whenever any Notes are so surrendered for\nexchange, the Borrower shall execute and deliver (through the Agent) the new\nNotes which the holder\n\n \n                                                                        Page 105\n\nmaking the exchange is entitled to receive.\n\n     (d)  Upon surrender for registration of transfer of any Note at an office\nor agency of the Borrower, the Borrower shall execute and deliver (through the\nAgent), in the name of the designated transferee or transferees, one or more new\nNotes of any authorized denominations and of a like class and aggregate\nprincipal amount.\n\n     (e)  All Notes issued upon any registration of transfer or exchange of any\nNote in accordance with the provisions of this Agreement shall be the valid\nobligations of the Borrower, evidencing the same debt, and entitled to the same\nbenefits under this Agreement, as the Note(s) surrendered upon such registration\nof transfer or exchange.\n\n     (f)  Every Note presented or surrendered for registration of transfer or\nfor exchange shall (if so required by the Borrower or the Agent) be fully\nendorsed, or be accompanied by a written instrument of transfer in form\nsatisfactory to the Note Registrar, duly executed by the holder thereof or his\nattorney duly authorized in writing. Each such Note shall be accompanied by a\nstatement providing the name of the transferee and indicating whether the\ntransferee is subject to income tax backup withholding requirements and whether\nthe transferee is the sole beneficial owner of such Notes.\n\n     (g)  No service charge shall be made for any registration of transfer or\nexchange of Notes, but the Borrower may require payment from the transferee\nholder of a sum sufficient to cover any tax or other governmental charge that\nmay be imposed in connection with any registration of transfer of exchange of\nNotes, other than exchanges pursuant to this Section 16.5.\n                                             ------------\n\n     (h)  The holders of the Notes shall be bound by the terms and conditions of\n          this Agreement.\n\n     SECTION 16.6   Mutilated, Destroyed, Lost and Stolen Notes. \n                    --------------------------------------------\n\n     (a)  If any mutilated Note is surrendered to the Agent, the Borrower shall\nexecute and deliver (through the Agent) in exchange therefor a new Note of like\nclass and tenor and principal amount and bearing a number not contemporaneously\noutstanding.\n\n     (b)  If there shall be delivered to the Borrower and the Agent prior to the\npayment of the Notes (i) evidence to their satisfaction of the destruction, loss\nor theft of any Note and (ii) such security or indemnity as may be required by\nthem to save each of them and any agent of either of them harmless, then, in the\nabsence of notice to the Borrower or the Agent that such Note has been acquired\nby a bona fide purchaser, the Borrower shall execute and deliver (through the\n     ---------     \nAgent), in lieu of any such destroyed, lost or stolen Note, a new Note of like\nclass, tenor and principal amount and bearing a \n\n \n                                                                        Page 106\n\nnumber not contemporaneously outstanding.\n\n     (c)  Upon the issuance of any new Note under this Section 16.6, the\n                                                       ------------     \nBorrower may require the payment from the transferor holder of a sum sufficient\nto cover any tax or other governmental charge that may be imposed in relation\nthereto and any other expenses connected therewith.\n\n     (d)  Every new Note issued pursuant to this Section 16.6 and in accordance\n                                                 ------------ \nwith the provisions of this Agreement, in lieu of any destroyed, lost or stolen\nNote shall constitute an original additional contractual obligation of the\nBorrower, whether or not the destroyed, lost or stolen Note shall be at any time\nenforceable by anyone, and shall be entitled to all the benefits of this\nAgreement equally and proportionately with any and all other Notes duly issued\nhereunder.\n\n     (e)  The provisions of this Section 16.6 are exclusive and shall preclude\n                                 ------------  \n(to the extent lawful) all other rights and remedies with respect to the\nreplacement or payment of mutilated, destroyed, lost or stolen Notes.\n\n     SECTION 16.7   Persons Deemed Owners. The Borrower, the Servicer, the\n                    ---------------------\nAgent, the Collateral Agent and any agent for any of the foregoing may treat the\nholder of any Note as the owner of such Note for all purposes whatsoever,\nwhether or not such Note may be overdue, and none of the Borrower, the Servicer,\nthe Agent, the Collateral Agent and any such agent shall be affected by notice\nto the contrary.\n\n     SECTION 16.8   Cancellation. All Notes surrendered for payment or\n                    ------------\nregistration of transfer or exchange shall be promptly canceled. The Borrower\nshall promptly cancel and deliver to the Agent any Notes previously\nauthenticated and delivered hereunder which the Borrower may have acquired in\nany manner whatsoever, and all Notes so delivered shall be promptly canceled by\nthe Borrower. No Notes shall be authenticated in lieu of or in exchange for any\nNotes canceled as provided in this Section 16.8, except as expressly permitted\n                                   ------------     \nby this Agreement.\n\n     SECTION 16.9   Participations.\n                    --------------\n\n     (a)  At any time and from time to time, each Lender may, in accordance with\napplicable law, at any time grant participations in all or a portion of its\nCommitment and\/or its interest in the Advances and other payments due to it\nunder this Agreement to any Person (each, a \"Participant\"); provided, however,\n                                             -----------    --------  ------- \nthat no participation shall be granted to any Person unless and until the Agent\nand, if the proposed Participant is other than a Person which at such time is an\nEligible Assignee and no Facility Termination Event shall have occurred, the\nBorrower shall have consented thereto (which consent shall not be unreasonably\nwithheld or delayed). Each Lender hereby acknowledges and agrees that (A) any\nsuch participation will not alter or affect such Lender's direct obligations\nhereunder, and (B) neither the Borrower, the Agent nor the\n\n \n                                                                        Page 107\n\nServicer shall have any obligation to have any communication or relationship\nwith any Participant. Each Participant shall comply with the provisions of\nSection 5.1(b). No Participant (i) which is other than an Eligible Assignee\n--------------\nshall be entitled to receive additional amounts under Section 6.1 in excess of\n                                                      -----------\nthe additional amounts its lead Lender would have been entitled to receive had\nsuch participation not been granted unless such Participant was consented to by\nthe Borrower or (ii) shall be entitled to transfer all or any portion of its\nparticipation without the prior written consent of the Agent and, if the\nproposed transferee is other than an Eligible Assignee and no Facility\nTermination Event shall have occurred, the Borrower (which consent will not be\nunreasonably withheld or delayed).\n\n\n     (b)  Each Lender may pledge its interest in the Advances and the Note to\nany Federal Reserve Bank as collateral in accordance with applicable law.\n\n                                 ARTICLE XVII\n\n                                INDEMNIFICATION\n\n     SECTION 17.1 General Indemnity. Without limiting any other rights which any\n                  -----------------  \nsuch Person may have hereunder or under applicable law, AFS hereby agrees to\nindemnify each of the Agent, the Investors, the Collateral Agent, the Custodian\n(if other than AFS), the Backup Servicer, the Borrower, the Trust Trustee and\neach other Affected Person and each of their Affiliates, and each of their\nrespective successors, transferees, participants and assigns and all officers,\ndirectors, shareholders, controlling persons, employees and agents of any of the\nforegoing (each of the foregoing Persons being individually called an\n\"Indemnified Party\"), forthwith on demand, from and against any and all damages,\n ----------------- \nlosses, claims, liabilities and related costs and expenses, including reasonable\nattorneys' fees and disbursements (all of the foregoing being collectively\ncalled \"Indemnified Amounts\") awarded against or incurred by any of them arising\n        -------------------  \nout of or relating to any Transaction Document or the transactions contemplated\nthereby or the use of proceeds therefrom by the Borrower, including (without\nlimitation) in respect of the funding of any Advance or in respect of any\nTransferred Receivable, excluding, however, (a) Indemnified Amounts to the\n                        ---------  -------\nextent determined by a court of competent jurisdiction to have resulted from\ngross negligence or willful misconduct on the part of such Indemnified Party or\nits agent or subcontractor, (b) except as otherwise provided herein, non-payment\nby any Obligor of an amount due and payable with respect to a Transferred\nReceivable, (c) any loss in value of any Financed Vehicle or Permitted\nInvestment due to changes in market conditions or for other reasons beyond the\ncontrol of AFS or the Borrower or (d) any tax upon or measured by net income on\nany Indemnified Party. Without limiting the foregoing, but subject to the\nexclusions (a) through (d) above, AFS agrees to indemnify each Indemnified Party\nfor Indemnified Amounts arising out of or relating to:\n\n          (i) the breach of any representation or warranty made by the\n\n \n                                                                        Page 108\n\n          Borrower (or any of its officers) or AFS (in any capacity) or any\n          Affiliate of AFS under or in connection with this Agreement or the\n          other Transaction Documents, any Servicer's Certificate, Borrowing\n          Base Confirmation or any other information, report or certificate\n          delivered by the Borrower or Servicer or AFS (in any capacity) or an\n          Affiliate of AFS pursuant hereto or thereto, which shall have been\n          false or incorrect in any material respect when made or deemed\n          made;\n\n               (ii)   the failure by the Borrower, a Seller or AFS (in any\n          capacity) to comply in any material way with any applicable law, rule\n          or regulation with respect to any Transferred Receivable or any\n          Financed Vehicle, or the nonconformity of any Transferred Receivable\n          with any such applicable law, rule or regulation;\n\n               (ii)   the failure to vest and maintain vested in the Collateral\n          Agent, for the benefit of the Secured Parties, a first-priority\n          security interest in all the Borrower Collateral, free and clear of\n          any Lien, other than a Lien arising solely as a result of an act of\n          any Investor, or any assignee of any Investor;\n\n               (iv)   any dispute, claim, offset or defense (other than\n          discharge in bankruptcy) of an Obligor to the payment of any\n          Transferred Receivable (including, without limitation, a defense based\n          on such Transferred Receivable not being a legal, valid and binding\n          obligation of such Obligor enforceable against it in accordance with\n          its terms);\n\n               (v)    any failure of AFS or an Affiliate of AFS, as Servicer, to\n          perform its duties or obligations in accordance with the provisions of\n          Article VIII or any provision contained in any Transaction\n          ------------                                              \n          Document;\n\n               (vi)   any claim involving products liability that arises out of\n          or relates to merchandise or services that are the subject of any\n          Transferred Receivable or strict liability claim in connection with\n          any Financed Vehicle related to a Transferred Receivable;\n\n               (vii)  any tax or governmental fee or charge (but not including\n          taxes upon or measured by net income), all interest and penalties\n          thereon or with respect thereto, and all out-of-pocket costs and\n          expenses, including the reasonable fees and expenses of counsel in\n          defending against the same, which may arise by reason of the making,\n          maintenance or funding, directly or indirectly, of any Advance, or any\n          other interest in the Borrower Collateral;\n\n               (viii) the offering or effectuation of any Take-Out\n          Securitization; or\n\n \n                                                                        Page 109\n\n               (ix)   the commingling of the proceeds of the Borrower Collateral\n          at any time with other funds.\n\n     SECTION 17.2 Contribution. If for any reason (other than the exclusions (a)\n                  ------------\nthrough (d) set forth in the first paragraph of Section 17.1) the\n                                                ------------\nindemnification provided above in Section 17.1 is unavailable to an Indemnified\n                                  ------------\nParty or is insufficient to hold an Indemnified Party harmless, then AFS shall\ncontribute to the amount paid or payable by such Indemnified Party as a result\nof such loss, claim, damage or liability in such proportion as is appropriate to\nreflect not only the relative benefits received by such Indemnified Party, on\nthe one hand, and AFS, its Affiliates and the Borrower, on the other hand, but\nalso the relative fault of such Indemnified Party, on the one hand, and AFS, its\nAffiliates or the Borrower, on the other hand, as well as any other relevant\nequitable considerations.\n\n                                 ARTICLE XVIII\n\n                                 MISCELLANEOUS\n\n     SECTION 18.1 No Waiver; Remedies. No failure on the part of any Investor,\n                  -------------------\nthe Agent, any Indemnified Party or any Affected Person to exercise, and no\ndelay in exercising, any right, power or remedy hereunder shall operate as a\nwaiver thereof; nor shall any single or partial exercise by any of them of any\nright, power or remedy hereunder preclude any other or further exercise thereof,\nor the exercise of any other right, power or remedy. The remedies herein\nprovided are cumulative and not exclusive of any remedies provided by law.\nWithout limiting the foregoing, each Investor and Participant is hereby\nauthorized by the Borrower at any time and from time to time, to the fullest\nextent permitted by law, to set off and apply any and all deposits (general or\nspecial, time or demand, provisional or final) at any time held and other\nindebtedness at any time owing by it to or for the credit or the account of the\nBorrower, now or hereafter existing under this Agreement, to the Agent, any\nAffected Person, any Indemnified Party or any Investor or their respective\nsuccessors and assigns.Amendments,\n\n     SECTION 18.2 Amendments, Waivers. This Agreement may not be amended,\n                  -------------------\nsupplemented or modified nor may any provision hereof be waived except in\naccordance with the provisions of this Section 18.2. With the written consent of\n                                       ------------ \nthe Required Lenders, the Agent, the Borrower, the Servicer, AFC, ACC and the\nBackup Servicer may, from time to time, enter into written amendments,\nsupplements, waivers or modifications hereto for the purpose of adding any\nprovisions to this Agreement or changing in any manner the rights of any party\nhereto or waiving, on such terms and conditions as may be specified in such\ninstrument, any of the requirements of this Agreement; provided, however, that\n                                                       --------  -------\nno such amendment, supplement, waiver or modification shall (i) reduce the\namount of or extend the maturity of any payment with\n\n \n                                                                        Page 110\n\nrespect to an Advance or reduce the rate or extend the time of payment of Yield\nthereon, or reduce or alter the timing of any other amount payable to any Lender\nhereunder, in each case without the consent of each Lender affected thereby,\n(ii) amend, modify or waive any provision of this Section 18.2 or 18.12, or\n                                                          -------------  \nreduce the percentage specified in the definition of Required Lenders, in each\ncase without the written consent of all Lenders or (iii) amend, modify or waive\nany provision of Article XV of this Agreement without the written consent of the\n                 ----------\nAgent and the Required Lenders. Any waiver of any provision of this Agreement\nshall be limited to the provisions specifically set forth therein for the period\nof time set forth therein and shall not be construed to be a waiver of any other\nprovision of this Agreement.\n                                                                             \n     SECTION 18.3 Notices, Etc. All notices and other communications provided\n                  ------------\nfor hereunder shall, unless otherwise stated herein, be in writing (including\nfacsimile communication) and shall be personally delivered or sent by certified\nmail, postage prepaid, or by facsimile, to the intended party (i) in the case of\nthe Borrower, at the Corporate Trust Office with a copy to AFS and (ii) in the\ncase of the other parties hereto, at the address or facsimile number of such\nparty set forth under its name on the signature pages hereof or in its Joinder\nSupplement or assignment documentation, or at such other address or facsimile\nnumber as shall be designated by such party in a written notice to the other\nparties hereto. All such notices and communications shall be effective, (a) if\npersonally delivered, when received, (b) if sent by certified mail, three\nBusiness Days after having been deposited in the mail, postage prepaid, (c) if\nsent by overnight courier, one Business Day after having been given to such\ncourier, and (d) if transmitted by facsimile, when sent, receipt confirmed by\ntelephone or electronic means, except that notices and communications pursuant\nto Section 2.2 shall not be effective until received.Costs, Expenses and Taxes.\n   -----------\n\n\n     SECTION 18.4 Costs, Expense and Taxes.\n                  ------------------------\n\n     (a) In addition to the rights of indemnification granted under Section\n                                                                    -------   \n17.1, AFS agrees to pay on demand all reasonable costs and expenses of the Agent\n----\nin connection with the preparation (subject to the Fee Letter), execution,\ndelivery, syndication and administration of this Agreement, any Noncommitted\nLender Liquidity Arrangement or other liquidity support facility and the other\ndocuments and agreements to be delivered hereunder or with respect hereto, and\nAFS further agrees to pay all reasonable costs and expenses of the Agent in\nconnection with any amendments, waivers or consents executed in connection with\nthis Agreement and any Noncommitted Lender Liquidity Arrangement or other\nliquidity support facility, including, without limitation, the reasonable fees\nand out-of-pocket expenses of counsel for the Agent with respect thereto and\nwith respect to advising the Agent as to its rights and remedies under this\nAgreement and any Noncommitted Lender Liquidity Arrangement or other liquidity\nsupport facility, and to pay all costs and expenses, if any (including\nreasonable counsel fees and expenses), of the Agent, the Lenders, the Investors,\nthe Collateral Agent and their respective Affiliates, in connection with the\nenforcement of\n\n \n                                                                        Page 111\n\nthis Agreement, any of the other Transaction Documents and\/or any Noncommitted\nLender Liquidity Arrangement or other liquidity support facility and the other\ndocuments and agreements to be delivered hereunder or with respect hereto.\n\n     (b) In addition, AFS shall pay any and all stamp, personal property,\ntransfer and other taxes and fees payable in connection with the execution,\ndelivery, filing and recording of this Agreement, the Note, applicable UCC\nfinancing statements or the other documents or agreements to be delivered\nhereunder, and the pledge of the Borrower Collateral, and agrees to save each\nIndemnified Party harmless from and against any liabilities with respect to or\nresulting from any delay in paying or omission to pay such taxes and\nfees.\n\n     SECTION 18.5 Binding Effect; Survival. This Agreement shall be binding upon\n                  ------------------------\nand inure to the benefit of the Borrower, the Servicer, the Backup Servicer,\nAFC, ACC, AFS, the Collateral Agent, the Investors, the Agent and their\nrespective successors and assigns, and the provisions of Section 5.1(b), Article\n                                                         --------------  -------\nVI, Section 12.1, and Article XVII shall inure to the benefit of the Affected\n--  ------------      ------------\nPersons and the Indemnified Parties, as the case may be, and their respective\nsuccessors and permitted assigns; provided, however, nothing in the foregoing\n                                  --------  -------\nshall be deemed to authorize any assignment not permitted by Article XVI. This\n                                                             -----------\nAgreement shall create and constitute the continuing obligations of the parties\nhereto in accordance with its terms, and shall remain in full force and effect\nuntil such time, after the Commitment Termination Date, when all Obligations\nhave been finally and fully paid and performed. The rights and remedies with\nrespect to any breach of any representation and warranty made by the Borrower\npursuant to Article IX and the indemnification and payment provisions of Article\n            ----------                                                   -------\nVI, Section 12.1, and Article XVII and the provisions of Section 18.10 , Section\n--  ------------      ------------                       -------------   -------\n18.12 and Section 18.13 shall be continuing and shall survive any termination of\n-----     -------------\nthis Agreement and any termination of AFS's rights to act as Servicer hereunder\nor under any other Transaction Document. \n\n     SECTION 18.6 Captions and Cross References. The various captions\n                  -----------------------------\n(including, without limitation, the table of contents) in this Agreement are\nprovided solely for convenience of reference and shall not affect the meaning or\ninterpretation of any provision of this Agreement. Unless otherwise indicated,\nreferences in this Agreement to any Section, Schedule or Exhibit are to such\nSection of or Schedule or Exhibit to this Agreement, as the case may be, and\nreferences in any Section, subsection, or clause to any subsection, clause or\nsubclause are to such subsection, clause or subclause of such Section,\nsubsection or clause.\n\n     SECTION 18.7 Severability. Any provision of this Agreement which is\n                  ------------\nprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,\nbe ineffective to the extent of such prohibition or unenforceability without\ninvalidating the remaining provisions of this Agreement or affecting the\nvalidity or enforceability of such provision in any other jurisdiction.\n\n \n                                                                        Page 112\n\n     SECTION 18.8 GOVERNING LAW. THIS AGREEMENT AND THE NOTE SHALL BE A CONTRACT\n                  ------------- \nMADE UNDER AND GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT\nREGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PRINCIPLES (OTHER THAN\nSECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)\n\n     SECTION 18.9 Counterparts. This Agreement may be executed by the parties\nhereto in several counterparts, each of which shall be deemed to be an original\nbut all of which shall constitute together but one and the same agreement.\n\n     SECTION 18.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO AND EACH\n                   --------------------\nINVESTOR BY ITS ACCEPTANCE OF ANY INTEREST IN ANY NOTE OR ADVANCE OR IN A\nLENDER'S OBLIGATION TO MAKE ADVANCES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND\nINTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY\nLITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS\nAGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF\nDEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE BORROWER, AFS,\nAFC, ACC, THE SERVICER, THE AGENT, THE BACKUP SERVICER, THE COLLATERAL AGENT,\nTHE INVESTORS OR ANY OTHER AFFECTED PERSON. THE BORROWER ACKNOWLEDGES AND AGREES\nTHAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND\nEACH OTHER PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY)\nAND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS\nENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER TRANSACTION DOCUMENT.\n\n     SECTION 18.11 Conflict Waiver. CSFB acts as Agent hereunder, as\n                   --------------- \nadministrative agent for one or more Noncommitted Lenders, and as provider and\nas agent for other providers of backup facilities for one or more Noncommitted\nLenders, and may provide other services or facilities from time to time (the\n\"CSFB Roles\"). Each of the parties hereto hereby acknowledges and consents to\n ----------\nany and all CSFB Roles, waives any objections it may have to any actual or\npotential conflict of interest caused by CSFB's acting or maintaining any of the\nCSFB Roles, and agrees that in connection with any CSFB Role, CSFB may take, or\nrefrain from taking, any action consistent with its obligations under the\nTransaction Documents.\n\n     SECTION 18.12 No Proceedings.\n                   --------------\n     (a) Each of the Borrower, AFS, AFC, ACC, the Servicer, the Backup Servicer,\nthe Collateral Agent, and each Investor hereby agrees that it will not institute\nagainst any\n\n \n                                                                        Page 113\n\nNoncommitted Lender, or join any other Person in instituting against any\nNoncommitted Lender, any insolvency proceeding (namely, any proceeding of the\ntype referred to in the definition of Event of Bankruptcy) so long as any\ncommercial paper or other senior indebtedness issued by such Noncommitted Lender\nshall be outstanding or there shall not have elapsed one year plus one day since\nthe last day on which any such commercial paper or other senior indebtedness\nshall be outstanding. The foregoing shall not limit such Person's right to file\nany claim in or otherwise take any action with respect to any insolvency\nproceeding that was instituted by any Person other than such Person.\n\n     (b) Each of CSFB, AFS, AFC, ACC, the Servicer, the Backup Servicer, the\nCollateral Agent, each Investor and the Agent hereby agrees that it will not\ninstitute against the Borrower, or join any other Person in instituting against\nthe Borrower, any insolvency proceeding (namely, any proceeding of the type\nreferred to in the definition of Event of Bankruptcy) so long as any Advances or\nother amounts due from the Borrower hereunder shall be outstanding or there\nshall not have elapsed one year plus one day since the last day on which any\nsuch Advances or other amounts shall be outstanding. The foregoing shall not\nlimit such Person's right to file any claim in or otherwise take any action with\nrespect to any insolvency proceeding that was instituted by any Person other\nthan such Person.\n\n     SECTION 18.13 Limited Recourse to the Lenders. No recourse under any\n                   -------------------------------\nobligation, covenant or agreement of a Lender contained in this Agreement shall\nbe had against any incorporator, stockholder, officer, director, member,\nmanager, employee or agent of any Lender or any of its Affiliates (solely by\nvirtue of such capacity) by the enforcement of any assessment or by any legal or\nequitable proceeding, by virtue of any statute or otherwise; it being expressly\nagreed and understood that this Agreement is solely a corporate obligation of\neach Lender, and that no personal liability whatever shall attach to or be\nincurred by any incorporator, stockholder, officer, director, member, manager,\nemployee or agent of any Lender or any of their Affiliates (solely by virtue of\nsuch capacity) or any of them under or by reason of any of the obligations,\ncovenants or agreements of a Lender contained in this Agreement, or implied\ntherefrom, and that any and all personal liability for breaches by a Lender of\nany of such obligations, covenants or agreements, either at common law or at\nequity, or by statute, rule or regulation, of every such incorporator,\nstockholder, officer, director, member, manager, employee or agent is hereby\nexpressly waived as a condition of and in consideration for the execution of\nthis Agreement; provided that the foregoing shall not relieve any such Person\n                --------\nfrom any liability it might otherwise have as a result of their willful\nmisconduct, gross negligence or of fraudulent actions taken or fraudulent\nomissions made by them.\n\n     SECTION 18.14 Collateral Agent. Each Lender and each Investor by its\n                   ----------------\nacceptance of any interest in any Note or Advance or in a Lender's obligation to\nmake Advances hereunder and the Agent designate and appoint Bank One, N.A. to\nact as Collateral Agent hereunder and under the Security Agreement. Bank One,\nN.A., by its execution hereof, accepts and agrees to such designation and\nappointment and agrees\n\n \n                                                                        Page 114\n\nto perform its obligations hereunder and under the Security Agreement in\naccordance with the terms thereof and for the benefit of the Agent, the Lenders\nand other Secured Parties. In furtherance of the foregoing, each Lender\nauthorizes the Agent to enter into the Security Agreement and to appoint the\nCollateral Agent to act on behalf of, and as agent for, such Lender and the\nAgent hereunder and under the Security Agreement and agrees to be bound by\nSection 9 of such agreement.\n\n     SECTION 18.15 Custodian. AFS accepts and agrees to its designation and\n                   ---------\nappointment as Custodian under the Custodian Agreement and agrees to perform its\nobligations under such agreement in accordance with the terms thereof and for\nthe benefit of the Borrower and the Secured Parties.\n\n     SECTION 18.16 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER TRANSACTION\n                   ---------------- \nDOCUMENTS EXECUTED AND DELIVERED HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN\nTHE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,\nCONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO\nUNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.\n\n     SECTION 18.17 Limitation of Liability of Trust Trustee. It is expressly\n                   ----------------------------------------  \nunderstood and agreed by the parties hereto that (a) this Agreement is executed\nand delivered by Bankers Trust (Delaware), not individually or personally but\nsolely as Trust Trustee of the Borrower, in the exercise of the powers and\nauthority conferred and vested in it, (b) each of the representations,\nundertakings and agreements herein made on the part of the Borrower is made and\nintended not as personal representations, undertakings and agreements by Bankers\nTrust (Delaware) but is made and intended for the purpose for binding only the\nBorrower, (c) nothing herein contained shall be construed as creating any\nliability on Bankers Trust (Delaware), individually or personally, to perform\nany covenant either expressed or implied contained herein, all such liability,\nif any, being expressly waived by the parties hereto and by any Person claiming\nby, through or under the parties hereto and (d) under no circumstances shall\nBankers Trust (Delaware) be personally liable for the payment of any\nindebtedness or expenses of the Borrower or be liable for the breach or failure\nof any obligation, representation, warranty or covenant made or undertaken by\nthe Borrower under this Agreement or any other related documents.\n\n                     [signature pages begin on next page]\n\n \n                                                                        Page 115\n\n     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed\nby their respective officers thereunto duly authorized as of the day and year\nfirst above written.\n\n                              AMERICREDIT WAREHOUSE TRUST\n                              By:  Bankers Trust (Delaware), not in its\n                                   individual capacity but solely as Trustee\n\n\n                              By:  \/s\/\n                                   -----------------------------------------\n                                   Name:\n                                   Title:\n\n\n                              AMERICREDIT FINANCIAL SERVICES, INC.,\n                                individually and as Servicer and Custodian\n\n\n                              By:  \/s\/\n                                   -----------------------------------------\n                                   Name:\n                                   Title:\n\n                              200 Bailey Avenue\n                              Fort Worth, Texas 76107\n                              Attention:  Treasurer\n                              Facsimile No.:  (817) 882-7101\n\n                              AMERICREDIT FUNDING CORP.\n\n\n                              By:  \/s\/\n                                   -----------------------------------------\n                                   Name:\n                                   Title:\n\n                              200 Bailey Avenue\n                              Fort Worth, Texas  76107\n                              Attention:  President\n                              Facsimile No.:  (817) 882-7101\n\n\n                              AMERICREDIT CORPORATION OF CALIFORNIA\n\n \n                                                                        Page 116\n\n                              By: \/s\/\n                                  ---------------------------------------\n                                  Name:\n                                  Title:\n\n                              200 Bailey Avenue\n                              Fort Worth, Texas  76107\n                              Attention:  President\n                              Facsimile No.:  (817) 882-7101\n\n\n                              CREDIT SUISSE FIRST BOSTON, NEW\n                                YORK BRANCH, as Agent\n\n\n                              By: \/s\/\n                                  ---------------------------------------\n                                  Name:\n                                  Title:\n                                 \n\n\n                              By: \/s\/\n                                  ---------------------------------------\n                                  Name:\n                                  Title:\n\n                              Eleven Madison Avenue\n                              New York, New York  10010\n                              Attention:  Asset Finance Department\n                              Facsimile No.:  (212) 325-6677\n\n\n                              BANK ONE, N.A., as Backup Servicer and Collateral\n                              Agent\n\n\n                              By: \/s\/\n                                  ---------------------------------------\n                                  Name:  John Rothrock\n                                  Title:  Account Executive\n\n                              100 East Broad Street - OH0181\n                              Columbus, Ohio  43215\n                              Attention:  John Rothrock\n                              Facsimile No.:  (614) 248-5195\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685,6850,7234],"corporate_contracts_industries":[9415,9416,9418],"corporate_contracts_types":[9564,9560],"class_list":["post-41238","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","corporate_contracts_companies-bank-one-corp","corporate_contracts_companies-credit-suisse-first-boston-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-financial__credit","corporate_contracts_industries-financial__securities","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41238","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41238"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41238"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41238"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41238"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}