{"id":41308,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/security-and-collateral-agent-agreement-credit-suisse-first.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"security-and-collateral-agent-agreement-credit-suisse-first","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/security-and-collateral-agent-agreement-credit-suisse-first.html","title":{"rendered":"Security and Collateral Agent Agreement &#8211; Credit Suisse First Boston, Bankers Trust Co., AmeriCredit Financial Services Inc. and AFS Funding Corp."},"content":{"rendered":"<pre>==============================================================================\n\n                     SECURITY AND COLLATERAL AGENT AGREEMENT\n\n                                      AMONG\n\n                           CREDIT SUISSE FIRST BOSTON,\n                                NEW YORK BRANCH,\n                                    AS AGENT,\n\n                             BANKERS TRUST COMPANY,\n                           AS LENDER COLLATERAL AGENT\n\n                      AMERICREDIT FINANCIAL SERVICES, INC.,\n\n                                       AND\n\n                                AFS FUNDING CORP.,\n\n                                   AS BORROWER\n\n                      -------------------------------------\n\n                          Dated as of October 14, 1999\n\n                      -------------------------------------\n\n==============================================================================\n\n\n\n                                TABLE OF CONTENTS\n\n\n\n                                                                                                               PAGE\n                                                                                                               ----\n                                                                                                            \nSECTION 1  DEFINITIONS............................................................................................1\n\n\nSECTION 2  APPOINTMENT OF LENDER COLLATERAL AGENT.................................................................7\n\n\nSECTION 3  BORROWER'S GRANT OF SECURITY INTEREST..................................................................8\n\n\nSECTION 4  BORROWER REMAINS LIABLE................................................................................9\n\n\nSECTION 5  COVENANTS OF ACFS REGARDING THE COLLATERAL.............................................................9\n\n\nSECTION 6  DISTRIBUTIONS.........................................................................................12\n\n\nSECTION 7  THE COLLATERAL ACCOUNT; INVESTMENTS...................................................................17\n\n\nSECTION 8  FEES AND EXPENSES.....................................................................................19\n\n\nSECTION 9  REPRESENTATIONS AND WARRANTIES OF THE LENDER COLLATERAL AGENT.........................................20\n\n\nSECTION 10  RESIGNATION BY AND REMOVAL OF THE LENDER COLLATERAL AGENT; SUCCESSOR LENDER COLLATERAL AGENT.........20\n\n\nSECTION 11  INDEMNITY............................................................................................21\n\n\nSECTION 12  LIMITATIONS OF LIABILITY.............................................................................21\n\n\nSECTION 13  TERM OF AGREEMENT....................................................................................23\n\n\nSECTION 14  NOTICES..............................................................................................23\n\n\nSECTION 15  GOVERNING LAW; VENUE; CONSENT TO JURISDICTION........................................................24\n\n\nSECTION 16  ASSIGNMENT...........................................................................................24\n\n\nSECTION 17  COUNTERPARTS.........................................................................................24\n\n\nSECTION 18  HEADINGS.............................................................................................24\n\n                                        i\n\n\n\n                                TABLE OF CONTENTS\n                                   (continued)\n\n\nSECTION 19  THIRD PARTY BENEFICIARIES............................................................................24\n\n\nSECTION 20  CERTAIN REMEDIES.....................................................................................24\n\n\nSECTION 21  LIMITED LIABILITY OF LENDER COLLATERAL AGENT.........................................................26\n\n\nSECTION 22  SUBORDINATION........................................................................................26\n\n\nSECTION 23  AMENDMENTS...........................................................................................27\n\n\n                                        ii\n\n\n\n\n                     SECURITY AND COLLATERAL AGENT AGREEMENT\n\n         SECURITY AND COLLATERAL AGENT AGREEMENT dated as of October 14, 1999\namong CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as administrative agent for\nthe Lenders (in such capacity, the 'AGENT'), BANKERS TRUST COMPANY, a New York\nbanking corporation (including any successor thereto, the 'LENDER COLLATERAL\nAGENT'), AFS FUNDING CORP., a Nevada corporation (the 'BORROWER'), and\nAMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation ('ACFS').\n\n                              W I T N E S S E T H :\n\n         WHEREAS, the Borrower has sold and contemplates selling, from time to\ntime, pools of receivables to various trusts which have issued or may issue\nvarious series of notes or certificates (each a 'SERIES') which will be repaid\nfrom the proceeds of, or represent an interest in, such pools of receivables;\n\n         WHEREAS, a spread account has been, and it is contemplated that in\naccordance with the terms of each future Series, shall be, established into\nwhich the Borrower and\/or AFS Funding Trust, a Delaware business trust which is\nowned by the Borrower (the 'SPREAD ACCOUNT DEPOSITOR') has deposited, or shall\nbe obligated to deposit, certain moneys on or about the closing date for each\nSeries (each an 'INITIAL SPREAD ACCOUNT DEPOSIT', and collectively, the 'INITIAL\nSPREAD ACCOUNT DEPOSITS');\n\n         WHEREAS, in order to reduce the amount which the Spread Account\nDepositor is obligated to advance as an Initial Spread Account Deposit with\nrespect to certain future Series, the Borrower intends to deposit certain moneys\non or about the closing date for each such Series (each a 'RCCA DEPOSIT', and\ncollectively, the 'RCCA DEPOSITS') in a replacement cash collateral account\n(each, an 'RCCA', and collectively, the 'RCCAS') to provide credit support to\nFSA (as defined herein) in connection with the insurance policies it has issued\nand will issue with respect to the Series;\n\n         WHEREAS, in order to fund the RCCAs, the Borrower has requested that\nthe Lenders establish a revolving line of credit to the Borrower providing for\nBorrowings of up to $225,000,000 in the aggregate at any time outstanding;\n\n         WHEREAS, upon the terms and conditions contained in the Credit\nAgreement (as hereinafter defined) and the other Transaction Agreements, the\nLenders are willing to provide such a line of credit to the Borrower; and\n\n         WHEREAS, ACFS will service each Series.\n\n         NOW, THEREFORE, ACFS, the Borrower, the Lender Collateral Agent and the\nAgent, intending to be legally bound, hereby agree as follows:\n\n                  Section 1  DEFINITIONS. For all purposes of this Agreement, \nthe following terms shall have the meanings set forth below and the following \nterms which are defined in the \n\n\n\nUniform Commercial Code in effect in the State of New York from time to time \nare used herein as so defined: Accounts, Chattel Paper, Documents, Equipment, \nFarm Products, General Intangibles, Instruments, Inventory and Proceeds. \nCapitalized terms used herein but not otherwise defined shall have the \nmeanings set forth in the Credit Agreement.\n\n                  'ACCRUAL PERIOD' shall mean, with respect to any \nDistribution Date, the period from and including the previous Distribution \nDate (or, in the case of the first Distribution Date, from and including the \nClosing Date) through and including the day preceding such Distribution Date.\n\n                  'ACFS' has the meaning specified in the PREAMBLE.\n\n                  'ADVERSE CLAIM' has the meaning set forth in Section \n8-102(a)(1) of Revised Article 8.\n\n                  'AGENT' has the meaning specified in the PREAMBLE.\n\n                  'AGREEMENT' means this Security and Collateral Agent \nAgreement, as it may be amended, supplemented or otherwise modified from time \nto time.\n\n                  'AVERAGE DAILY FUNDED PERCENTAGE' means, with respect to \nany Distribution Date, the average of the Funded Percentages with respect to \neach day in the Accrual Period ending on such Distribution Date.\n\n                  'BORROWER' has the meaning specified in the PREAMBLE.\n\n                  'BORROWER ACCOUNT COLLATERAL' has the meaning set forth in\nSection 3.\n\n                  'BORROWER AGREEMENTS' has the meaning set forth in Section 4.\n\n                  'BORROWER COLLATERAL' has the meaning set forth in Section 3.\n\n                  'CAPPED EXPENSES' means, at any time, costs and expenses \ndue at such time (if any) to the Lender Collateral Agent under the \nTransaction Documents not in excess of $20,000 with respect to any \nDistribution Date.\n\n                  'CERTIFICATED SECURITY' has the meaning set forth in \nSection 8-102(a)(4) of Revised Article 8.\n\n                  'CLEARING CORPORATION' has the meaning set forth in Section \n8-102(a)(5) of Revised Article 8.\n\n                                       -2-\n\n\n\n                  'CLEARING CORPORATION SECURITY' means a 'Security' (as \ndefined in Section 8-102(a)(15) of Revised Article 8) that is in the physical \npossession of, or registered in the name of, a Clearing Corporation or its \nnominee.\n\n                  'COLLATERAL ACCOUNT' has the meaning set forth in Section 7.\n\n                  'CONTROL': with respect to any Federal Book Entry Security, \nthe LENDER COLLATERAL AGENT shall have obtained control if:\n\n                  (i) the Lender Collateral Agent is a participant in the book\n         entry system maintained by the Federal Reserve Bank that is acting as\n         fiscal agent for the issuer of such Federal Book Entry Security, and\n         such Federal Reserve Bank has indicated by book entry that such Federal\n         Book Entry Security has been credited to the Lender Collateral Agent's\n         securities account in such book entry system; or\n\n                  (ii) the Lender Collateral Agent is registered solely in its\n         name on the records of a Securities Intermediary as the person having a\n         Security Entitlement in respect of such Federal Book Entry Security\n         against such Securities Intermediary; and (b) the Securities\n         Intermediary is a participant in the book entry system maintained by\n         the Federal Reserve Bank that is acting as fiscal agent for the issuer\n         of such Federal Book Entry Security; and (c) such Federal Reserve Bank\n         has indicated by book entry that such Federal Book Entry Security has\n         been credited to the Securities Intermediary's securities account in\n         such book entry system.\n\n                  'CREDIT AGREEMENT' means the Credit Agreement, dated as of \nOctober 14, 1999, among the Borrower, the Contingent Obligors, each \nNoncommitted Lender and Committed Lender party thereto, the Lender Collateral \nAgent and the Agent, as amended, extended or otherwise modified from time to \ntime.\n\n                  'DELIVERY': when used with respect to Borrower Account\nCollateral, 'Delivery' means: \n\n\n                  (i) with respect to Physical Property, transfer thereof to the\n         Lender Collateral Agent or its nominee or custodian by physical \n         delivery to the Lender Collateral Agent or its nominee or custodian\n         endorsed to, or registered in the name of, the Lender Collateral Agent\n         or its nominee or custodian or endorsed in blank;\n\n                  (ii) with respect to a Certificated Security that will, upon\n         compliance with the following procedures, be held by a person located\n         in a Revised Article 8 Jurisdiction, transfer of such Certificated\n         Security to the Lender Collateral Agent or its nominee or custodian by\n         physical delivery to the Lender Collateral Agent or its nominee or\n         custodian, endorsed to, or registered in the name of, the Lender\n         Collateral Agent or its nominee or custodian or endorsed in blank; and\n\n                                       -3-\n\n\n\n                  (iii) with respect to any such Borrower Account Collateral\n         that constitutes an Uncertificated Security (including any investments\n         in money market mutual funds, but excluding any Federal Book Entry\n         Security) and where the issuer thereof is organized in a Revised\n         Article 8 Jurisdiction, (A) registration of the Lender Collateral Agent\n         as the registered owner by the issuer, or (B) satisfaction of the\n         requirements for obtaining 'control' pursuant to Section 8-106(c)(2) of\n         Revised Article 8.\n\n                  'DESIGNATED SERIES AMOUNT AVAILABLE' means, with respect to \nany Distribution Date and any Designated Series, the sum of (a) the \nDesignated Series Investment Earnings for such Designated Series for such \nDistribution Date, (b) the Designated Series Spread Account Principal Release \nfor such Designated Series for such Distribution Date and (c) the Designated \nSeries Premium Disbursement.\n\n                  'DESIGNATED SERIES INVESTMENT EARNINGS' means, with respect \nto any Distribution Date and any Designated Series, any investment income \nearned on amounts on deposit in the related Designated Series RCCA since the \nprior Distribution Date (or the Closing Date in the case of the first \nDistribution Date).\n\n                  'DESIGNATED SERIES PREMIUM DISBURSEMENT' means, with \nrespect to any Distribution Date and any Designated Series, any amount \ndistributed pursuant to the related Designated Series Transaction Documents \nin respect of Facility Fees relating to the Borrowings used to fund the RCCA \nfor such Series.\n\n                  'DESIGNATED SERIES SPREAD ACCOUNT PRINCIPAL RELEASE' means, \nwith respect to any Distribution Date and any Designated Series, any amounts \nother than Designated Series Investment Earnings paid or payable to the \nBorrower from amounts on deposit in the related Designated Series Spread \nAccount or RCCA since the prior Distribution Date (or the Closing Date in the \ncase of the first Distribution Date).\n\n                  'ELIGIBLE ACCOUNT' means (i) a segregated trust account \nmaintained with the Lender Collateral Agent or (ii) a segregated direct \ndeposit account maintained with a depository institution or trust company \norganized under the laws of the United States of America, or any of the \nStates thereof, or the District of Columbia, having a certificate of deposit, \nshort term deposit or commercial paper rating of at least A-1 by Standard &amp; Poor's and P-1 by Moody's. In either case, such depository institution or \ntrust company shall have been approved by the Agent, acting in its \ndiscretion, by written notice to ACFS.\n\n                  'ENTITLEMENT ORDER' has the meaning set forth in Section \n8-102(a)(8) of Revised Article 8.\n\n                  'FEDERAL BOOK ENTRY SECURITY' means an obligation (i) \nissued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or \nthe Federal National Mortgage Association, or any other direct obligation of, \nor obligation fully guaranteed as to timely payment \n\n                                       -4-\n\n\n\nor principal and interest by, the United States of America, that is a \nbook-entry security held through the Federal Reserve System pursuant to \nFederal book entry regulations, and (ii) the perfection of a security \ninterest in which is governed pursuant to federal regulations by Revised \nArticle 8.\n\n                  'FINANCIAL ASSET' has the meaning set forth in Section\n8-102(a)(9) of Revised Article 8.\n\n                  'FUNDED PERCENTAGE' means, with respect to any day, the \npercentage equivalent of a fraction, the numerator of which is the aggregate \noutstanding principal amount on deposit in all RCCAs and the denominator of \nwhich is the aggregate outstanding principal amount of all Advances on such \nday.\n\n                  'INCREASED COSTS' means collectively, any increased cost, \nloss or liability owing to the Agent and\/or any other Affected Party under \nSections 2.11, 2.12 and 2.14 of the Credit Agreement.\n\n                  'INDEMNITY AMOUNTS' means, collectively, all indemnity \nobligations and other amounts owing to the Agent, any Lender and\/or any other \nIndemnified Party under Section 8.04 of the Credit Agreement (to the extent \nnot paid by the Borrower).\n\n                  'INITIAL SPREAD ACCOUNT DEPOSIT' has the meaning set forth \nin the recitals.\n\n                  'INSTRUMENTS' has the meaning set forth in Section \n9-105(l)(i) of Revised Article 8.\n\n                  'INVESTMENT PROPERTY' has the meaning set forth in Section \n9-115(1)(f) of Revised Article 8.\n\n                  'LENDER COLLATERAL AGENT' has the meaning specified in the\nPREAMBLE.\n\n                  'NEGATIVE CARRY' means, with respect to any Distribution \nDate, the excess if any, of (i) the product of (A) the cost of funds with \nrespect to all Advances accrued during the Accrual Period ending on such \nDistribution Date, i.e., (x) with respect to Base Rate Advances, the Federal \nFunds Rate, (y) with respect to Eurodollar Advances, LIBOR and (z) with \nrespect to Commercial Paper Rate Advances, the cost of obtaining funds in the \ncommercial paper market to fund such advances, and (B) the Average Daily \nFunded Percentage with respect to such Distribution Date over (ii) all \nDesignated Series Investment Earnings with respect to such Distribution Date \nand with respect to all Designated Series.\n\n                  'NONALLOCATED SERIES DISTRIBUTIONS' means, with respect to \nany Distribution Date, (i) all amounts paid or payable to the Borrower since \nthe prior Distribution Date (or the Closing Date in the case of the first \nDistribution Date) with respect to all Series other than Designated \n\n                                       -5-\n\n\n\nSeries as to which any Designated Series Borrowing is outstanding, including, \nwithout limitation, any investment income earned on amounts on deposit in the \nrelated Spread Accounts and RCCAs during such period, amounts released from \nsuch Spread Accounts and RCCAs during such period, fees or other remuneration \npayable to the Borrower pursuant to the Borrower Agreements relating to such \nSeries, and all property and monies deliverable to the Borrower upon \ntermination of any such Series and (ii) all amounts (other than Designated \nSeries Amounts Available) paid or payable to the Borrower since the prior \nDistribution Date (or the Closing Date in the case of the first Distribution \nDate) with respect to Designated Series as to which any Designated Series \nBorrowing is outstanding, including, without limitation, fees or other \nremuneration payable to the Borrower pursuant to the Borrower Agreements \nrelating to such Series, and all property and monies deliverable to the \nBorrower upon termination of any such Series.\n\n                  'NONALLOCATED AMOUNT AVAILABLE' means, with respect to any\nDistribution Date, the sum of (a) Nonallocated Series Distributions and (b) all\nDesignated Series Amounts Available to be treated as a part of Nonallocated\nAmount Available pursuant to Section 6(a).\n\n                  'OBLIGATIONS' means all obligations (monetary or otherwise) \nof the Borrower to the Lenders, the Lender Collateral Agent, the Agent or any \nother Affected Party arising under or in connection with this Agreement, the \nCredit Agreement and each other Transaction Document.\n\n                  'PHYSICAL PROPERTY' means personal property constituting \nInstruments, including bankers' acceptances, commercial paper, negotiable \ncertificates of deposit and other obligations that are susceptible of \nphysical delivery.\n\n                  'RCCA' has the meaning set forth in the recitals.\n\n                  'RCCA ACCOUNT COLLATERAL' means all of the following:\n\n                                    (1) Each RCCA established pursuant to the\n                           RCCA Agreement and all funds held in such RCCA and\n                           all certificates and instruments, if any, from time\n                           to time representing or evidencing such RCCA or such\n                           funds,\n\n                                    (2) all investments from time to time of\n                           amounts in each RCCA established pursuant to the RCCA\n                           Agreement, and all certificates and instruments, if\n                           any, from time to time representing or evidencing\n                           such investments,\n\n                                    (3) all notes, certificates of deposit and\n                           other instruments from time to time delivered to or\n                           otherwise possessed by the RCCA Agent or any Secured\n                           Party or any assignee or agent on behalf of the RCCA\n                           Agent or any Secured Party in substitution for or in\n                           addition to any of the then \n\n                                       -6-\n\n\n\n                           existing RCCA Account Collateral, and\n\n                                    (4) all interest, dividends, cash,\n                           instruments and other property from time to time\n                           received, receivable or otherwise distributed in\n                           respect of or in exchange for any and all of the then\n                           existing RCCA Account Collateral.\n\n                  'RCCA DEPOSIT' has the meaning set forth in the recitals.\n\n                  'REVISED ARTICLE 8' means UCC, Revised Article 8, \nInvestment Securities (with conforming and miscellaneous amendments to \nArticles 1, 3, 4, 5, 9 and 10), 1994 Official Text, as adopted by the \nAmerican Law Institute and the National Conference of Commissioners on \nUniform State Laws. Unless the context requires otherwise, 'Revised Article \n8' means such version in the form in which it is adopted in the applicable \njurisdiction.\n\n                  'REVISED ARTICLE 8 JURISDICTION' means a jurisdiction which \nhas adopted Revised Article 8.\n\n                  'SECURED PARTIES' means, collectively, the Agent, each \nLender, the LENDER COLLATERAL AGENT, each other Affected Party and their \nrespective successors and assigns.\n\n                  'SECURITIES ACCOUNT' has the meaning set forth in Section\n8-501(a) of Revised Article 8.\n\n                  'SECURITY ENTITLEMENT' has the meaning set forth in Section \n8-102(a)(17) of Revised Article 8.\n\n                  'SECURITIES INTERMEDIARY' has the meaning set forth in \nSection 8-102(a)(14) of Revised Article 8.\n\n                  'SERIES' has the meaning set forth in the recitals.\n\n                  'UCC' means the Uniform Commercial Code as in effect in \neach relevant jurisdiction.\n\n                  'UNCERTIFICATED SECURITY' has the meaning set forth in \nSection 8-102(a)(18) of Revised Article 8.\n\n                  Section 2  APPOINTMENT OF LENDER COLLATERAL AGENT. Subject \nto the terms and conditions hereof, the Agent, on behalf of the Lenders and \nother Secured Parties, hereby appoints Bankers Trust Company, as Lender \nCollateral Agent hereunder, and Bankers Trust Company hereby accepts such \nappointment.\n\n                                       -7-\n\n\n\n                  Section 3  BORROWER'S GRANT OF SECURITY INTEREST. Subject \nonly to the security interest of the collateral agent specified in the Spread \nAccount Agreement for the benefit of the Designated Series Insurers and the \nrelated security holders, as more specifically set forth in the Subordination \nAgreement, as security for the prompt payment or performance in full when \ndue, whether at stated maturity, by acceleration or otherwise, of all \nObligations (including, without limitation, Advances, interest and other \namounts at any time owing under the Credit Agreement), the Borrower hereby \nassigns and pledges to the Lender Collateral Agent, for the benefit of the \nSecured Parties, and grants to the Lender Collateral Agent, for the benefit \nof the Secured Parties, a perfected security interest in and lien upon, all \nof the Borrower's right, title and interest in and to the following, in each \ncase whether now or hereafter existing or in which Borrower now has or \nhereafter acquires an interest and wherever the same may be located \n(collectively, the 'BORROWER COLLATERAL'):\n\n                  (a)      the beneficial interest in the Spread Account\n                           Depositor represented by the Class A Certificate\n                           issued pursuant to the Trust Agreement;\n\n                  (b)      all rights of the Borrower to profits, distributions\n                           and proceeds from the beneficial interest described\n                           in (a);\n\n                  (c)      all of the following (the 'BORROWER ACCOUNT\n                           COLLATERAL'):\n\n                                    (1) the Collateral Account and all funds\n                           held in the Collateral Account and all certificates\n                           and instruments, if any, from time to time\n                           representing or evidencing the Collateral Account or\n                           such funds,\n\n                                    (2) all investments from time to time of\n                           amounts in the Collateral Account, and all\n                           certificates and instruments, if any, from time to\n                           time representing or evidencing such investments,\n\n                                    (3) all Clearing Corporation Securities,\n                           Certificated Securities, Uncertificated Securities,\n                           Federal Book-Entry Securities, Security Entitlements,\n                           Investment Property, notes, certificates of deposit\n                           and other instruments from time to time delivered to\n                           or otherwise possessed by the Lender Collateral\n                           Agent or any Secured Party or any assignee, agent or\n                           Securities Intermediary on behalf of the Lender\n                           Collateral Agent or any Secured Party in substitution\n                           for or in addition to any of the then existing\n                           Borrower Account Collateral, and\n\n                                    (4) all interest, dividends, cash,\n                           instruments and other property from time to time\n                           received, receivable or otherwise distributed in\n                           respect of or in exchange for any and all of the then\n                           existing Borrower Account Collateral;\n\n                                       -8-\n\n\n\n                  (d)      all additional property that may from time to time\n                           hereafter be granted and pledged by the Borrower or\n                           by anyone on its behalf under this Agreement,\n                           including the deposit with the Lender Collateral\n                           Agent of additional moneys by the Borrower;\n\n                  (e)      all Security Accounts, Accounts, all Chattel Paper,\n                           all Documents, all Equipment, all General\n                           Intangibles, all Instruments and all Inventory of the\n                           Borrower;\n\n                  (f)      the RCCA Account Collateral;\n\n                  (g)      all Proceeds, accessions, substitutions, rents and\n                           profits of any and all of the foregoing Borrower\n                           Collateral (including proceeds that constitute\n                           property of the types described in PARAGRAPHS (a)\n                           through (f) above) and, to the extent not otherwise\n                           included, all payments under insurance (whether or\n                           not the Lender Collateral Agent or a Secured Party or\n                           any assignee or agent on behalf of the Lender\n                           Collateral Agent or a Secured Party is the loss payee\n                           thereof) or any indemnity, warranty or guaranty \n                           payable by reason of loss or damage to or otherwise\n                           with respect to any of the foregoing Borrower \n                           Collateral.\n\n                  Section 4  BORROWER REMAINS LIABLE. Notwithstanding anything \nin this Agreement, (a) except to the extent of ACFS's duties under the Credit \nAgreement and this Agreement, the Borrower shall remain liable under the RCCA \nAgreement and the Series Transaction Documents (the 'BORROWER AGREEMENTS') to \nperform all of its duties and obligations thereunder to the same extent as if \nthis Agreement had not been executed, (b) the exercise by a Secured Party or \nthe Lender Collateral Agent of any of its rights under this Agreement or the \nCredit Agreement shall not release the Borrower or ACFS from any of their \nrespective duties or obligations under the Borrower Agreements or other \nagreements included in the Borrower Collateral, (c) the Agent, the Secured \nParties and the Lender Collateral Agent shall not have any obligation or \nliability under the Borrower Agreements or other agreements included in the \nBorrower Collateral by reason of this Agreement or the Credit Agreement, and \n(d) neither the Agent, the Lender Collateral Agent nor any of the Secured \nParties shall be obligated to perform any of the obligations or duties of the \nBorrower or ACFS under the Borrower Agreements or other agreements included \nin the Borrower Collateral or to take any action to collect or enforce any \nclaim for payment assigned under this Agreement.\n\n                  Section 5  COVENANTS OF ACFS REGARDING THE COLLATERAL.\n\n         (a) OFFICES AND RECORDS. ACFS shall cause the Borrower to keep its \nchief place of business and chief executive offices and the office where it \nkeeps its records at the location specified in SECTION 4.01 of the Credit \nAgreement or, upon 30 days prior written notice to the Agent and the Lender \nCollateral Agent, at such other location in a jurisdiction where all action\n\n                                       -9-\n\n\n\n\n\nrequired by SECTION 5(d) shall have been taken with respect to the Borrower \nCollateral. ACFS will permit, and will cause the Borrower to permit, \nrepresentatives of the Agent and the Lender Collateral Agent at any time and \nfrom time to time during normal business hours (i) to inspect and make copies \nof and abstracts from such records, and (ii) to visit the properties of the \nBorrower or ACFS utilized in connection with the servicing of the Series for \nthe purpose of examining such records, and to discuss matters relating to the \nSeries or the Borrower's or ACFS' performance under this Agreement and the \nother Transaction Documents with any officer or employee of the Borrower or \nACFS having knowledge of such matters, PROVIDED that the Person seeking such \ninformation has given the Borrower or ACFS prior written notice of its intent \nto inspect or visit and PROVIDED, FURTHER that no such Person shall so \ninspect or visit the Borrower or ACFS more frequently than once per quarter \nunless a Facility Maturity Event has occurred and is continuing. ACFS agrees \nto render, and to cause the Borrower to render, to the Agent and the Lender \nCollateral Agent such clerical and other assistance as may be reasonably \nrequested with regard to the foregoing. ACFS shall cause the Borrower not to \nchange its name, identity or corporate structure to such an extent that any \nfinancing statement filed by the Lender Collateral Agent in connection with \nthis Agreement would become seriously misleading, unless it shall have given \nthe Lender Collateral Agent and the Agent at least 30 days' prior written \nnotice of such change.\n\n         (b) PERFORMANCE OF BORROWER AGREEMENTS. ACFS shall cause the \nBorrower to (i) perform and observe all the terms and provisions of the \nBorrower Agreements to be performed or observed by it, maintain the Borrower \nAgreements in full force and effect, enforce the Borrower Agreements in \naccordance with their terms and take all such action to such end as may be \nfrom time to time requested by the Agent and (ii) upon request of the Agent, \nmake to any other party to the BORROWER AGREEMENTS such demands and requests \nfor information and reports or for action as the Borrower is entitled to make \nunder the Borrower Agreements. \n\n         (c) NOTICE OF MATERIAL ADVERSE CLAIM. ACFS shall advise, and shall \ncause the Borrower to advise, the Agent and the Lender Collateral Agent \npromptly, in writing and in reasonable detail, (i) of any material Lien, \nother than a Permitted Lien, known to it made or asserted against any of the \nBorrower Collateral, and (ii) of the occurrence of any event which would have \na material adverse effect on the aggregate value of the Borrower Collateral \nor on the assignments and security interests granted by the Borrower in this \nAgreement.\n\n         (d) Further Assurances; Financing Statements.\n\n                                    (1) ACFS agrees that at any time and from\n                           time to time, at its expense, it shall promptly\n                           execute and deliver, or cause the Borrower to execute\n                           and deliver, all further instruments and documents,\n                           and take all reasonable further action, that may be\n                           necessary or desirable or required by applicable law\n                           or that the Lender Collateral Agent or the Agent may\n                           request to perfect and protect the assignments and\n                           security interests granted or purported to be granted\n                           by this Agreement or to enable the \n\n                                       -10-\n\n\n\n                           Lender Collateral Agent or any of the Secured Parties\n                           to exercise and enforce its rights and remedies under\n                           this Agreement with respect to any Borrower \n                           Collateral. Without limiting the generality of the \n                           foregoing, ACFS shall cause the Borrower to execute\n                           and file such financing or continuation statements, \n                           or amendments thereto, and such other instruments or\n                           notices as may be necessary or desirable or required\n                           by applicable law or that the Lender Collateral Agent\n                           or the Agent may reasonably request to protect and \n                           preserve the assignments and security interests \n                           granted by this Agreement. On the Closing Date, ACFS\n                           will cause the Borrower to deliver to Bank One, N.A.\n                           all certificates representing a beneficial interest \n                           in the Spread Account Depositor together with stock\n                           powers executed in blank.\n\n                                    (2) The Borrower and each Secured Party\n                           hereby severally authorize the Lender Collateral\n                           Agent, upon receipt of written direction from the\n                           Agent, to execute for filing by the Agent one or more\n                           financing or continuation statements, and amendments\n                           thereto, relating to all or any part of the Borrower\n                           Collateral without the signature of the Borrower or\n                           the Secured Parties where permitted by law. A carbon,\n                           photographic or other reproduction of this Agreement\n                           or any financing statement covering the Borrower\n                           Collateral or any part thereof shall be sufficient as\n                           a financing statement where permitted by law. The\n                           Agent will promptly send to the Borrower any\n                           financing or continuation statements thereto which it\n                           files without the signature of the Borrower and will\n                           promptly send to each Secured Party and the Borrower,\n                           as the case may be, any financing or continuation\n                           statements thereto which it files without the\n                           signature of the Secured Parties except, in the case\n                           of filings of copies of this Agreement as financing\n                           statements, the Agent will promptly send the Borrower\n                           and each Secured Party, as the case may be, the\n                           filing or recordation information with respect\n                           thereto.\n\n                                    (3) ACFS shall furnish, and shall cause the\n                           Borrower to furnish, to the Lender Collateral Agent\n                           and the Agent from time to time such statements and\n                           schedules further identifying and describing the\n                           Borrower Collateral and such other reports in\n                           connection with the Borrower Collateral as the Agent\n                           may reasonably request, all in reasonable detail.\n\n         (e) OPINIONS AS TO COLLATERAL. Not more than 90 days nor less than \n30 days prior to (i) each May 1, commencing May 1, 2000, during the term of \nthis Agreement and (ii) each date on which the Borrower proposes to take any \naction contemplated by Section 6.05 of the RCCA Agreement the Borrower shall, \nat its own cost and expense, furnish to the Agent and the Lender Collateral \nAgent an opinion of counsel either (a) stating that, in the opinion of such \ncounsel, such \n\n                                       -11-\n\n\n\naction has been taken with respect to the execution and filing of any \nfinancing statements and continuation statements and other actions as are \nnecessary to perfect, maintain and protect the lien and security interest of \nthe Lender Collateral Agent (and the priority thereof), with respect to the \nBorrower Collateral against all creditors of and purchasers from the Borrower \nand reciting the details of such action, or (b) stating that, in the opinion \nof such counsel, no such action is necessary to maintain such perfected lien \nand security interest. Such opinion of counsel shall further describe each \nexecution and filing of any financing statements and continuation statements \nand such other actions as will, in the opinion of such counsel, be required \nto perfect, maintain and protect the lien and security interest of the Lender \nCollateral Agent with respect to the Borrower Collateral against all \ncreditors of and purchasers from the Borrower for a period, specified in such \nopinion, continuing until a date not earlier than eighteen months from the \ndate of such opinion.\n\n         (f) NON-INTERFERENCE. The Borrower shall not (i) waive or alter any \nof its rights under the Borrower Collateral (or any agreement or instrument \nrelating thereto) without the prior written consent of the Agent; or (ii) \nfail to pay any tax, assessment, charge or fee levied or assessed against the \nBorrower Collateral, or to defend any action, if such failure to pay or \ndefend may adversely affect the priority or enforceability of the Borrower's \nright, title or interest in and to the Borrower Collateral or the Lender \nCollateral Agent's lien on, and security interest in, the Borrower \nCollateral; or (iii) take any action, or fail to take any action, if such \naction or failure to take action, will interfere with the enforcement of any \nrights hereunder.\n\n                  Section 6  DISTRIBUTIONS.\n\n         (a) On each Distribution Date, the Lender Collateral Agent shall \ndistribute, in accordance with written instructions from ACFS delivered to \nthe Lender Collateral Agent at least one (1) Business Day prior to such \nDistribution Date:\n\n                  (i) from the Designated Series Premium Disbursement, if any,\n         for such Distribution Date for each Designated Series as to which any\n         Designated Series Borrowing remains outstanding, (A) FIRST, to the\n         Agent, on behalf of itself and the Liquidity Lenders and the Conduit\n         Lenders, the Liquidity\/Conduit Lenders Facility Fees accrued with\n         respect to the related Designated Series Borrowing during the Accrual\n         Period with respect to such Distribution Date (and any\n         Liquidity\/Conduit Lenders Facility Fees accrued with respect to the\n         related Designated Series Borrowing with respect to any prior Accrual\n         Period to the extent not paid pursuant to this Section 6(a)(i)(A) on a\n         prior Distribution Date), (B) SECOND, to the Agent, on behalf of itself\n         and the Lenders, the Credit Support Providers Facility Fees and the\n         Non-Contingent Lenders Facility Fees accrued with respect to the\n         related Designated Series Borrowing during the Accrual Period with\n         respect to such Distribution Date (and any Credit Support Providers\n         Facility Fees and Non-Contingent Lenders Facility Fees accrued with\n         respect to the related Designated Series Borrowing with respect to any\n         prior Accrual Period to the extent not paid pursuant to this Section\n         6(a)(i)(B) on a prior Distribution Date) and \n\n                                       -12-\n\n\n\n         (C) THIRD, to the extent of any remaining Designated Series Premium \n         Disbursement, to be treated as part of the Nonallocated Amount \n         Available and applied pursuant to Section 6(b) or (c);\n\n                  (ii) from the Designated Series Investment Earnings, if any,\n         for such Distribution Date for each Designated Series as to which any\n         Designated Series Borrowing remains outstanding, (A) FIRST, to the\n         Agent, on behalf of itself and the Lenders, the interest accrued with\n         respect to the related Designated Series Borrowing during the Accrual\n         Period with respect to such Distribution Date (and any interest accrued\n         with respect to the related Designated Series Borrowing with respect to\n         any prior Accrual Period to the extent not paid pursuant to this\n         Section 6(a)(ii) on a prior Distribution Date) and (B) SECOND, to the\n         extent of any remaining Designated Series Investment Earnings, to be\n         treated as part of the Nonallocated Amount Available and applied\n         pursuant to Section 6(b) or (c); and\n\n                  (iii) from the Designated Series Spread Account Principal\n         Release, if any, for such Distribution Date for each Designated Series\n         as to which any Designated Series Borrowing remains outstanding, (A)\n         FIRST, to the Agent, on behalf of itself and the Lenders, to reduce\n         such Designated Series Borrowing by the amount of such Designated\n         Series Spread Account Principal Release with respect to such Designated\n         Series with respect to such Distribution Date and (B) SECOND, to the\n         extent of any remaining Designated Series Spread Account Principal\n         Release, to be treated as part of the Nonallocated Amount Available and\n         applied pursuant to Section 6(b) or (c).\n\n         (b) On each Distribution Date prior to the Facility Maturity Date or \nan Event of Early Amortization, the Lender Collateral Agent shall distribute, \nfrom the amounts available in the Collateral Account, in accordance with \nwritten instructions from ACFS delivered to the Lender Collateral Agent at \nleast one (1) Business Day prior to such Distribution Date, the Nonallocated \nAmount Available, if any, for such Distribution Date in the following order \nof priority:\n\n                  (i) FIRST, to the extent not previously paid by ACFS or\n         otherwise by or on behalf of the Borrower to the Lender Collateral\n         Agent, the Capped Expenses;\n\n                  (ii) SECOND, to the extent not paid on such Distribution Date\n         pursuant to Section 6(a)(i)(A), to the Agent, on behalf of itself and\n         the Liquidity Lender and the Conduit Lenders, the Liquidity\/Conduit\n         Lenders Facility Fees (as defined in the Fee Letter) accrued with\n         respect to all Designated Series Borrowings during the Accrual Period\n         with respect to such Distribution Date (and any Liquidity\/Conduit\n         Lenders Facility Fees accrued with respect to all Designated Series\n         Borrowings with respect to any prior Accrual Period to the extent not\n         paid pursuant to Section 6(a)(i)(A) or this Section 6(b)(ii) on a prior\n         Distribution Date);\n\n                                       -13-\n\n\n\n                  (iii) THIRD, to the extent not paid on such Distribution Date\n         pursuant to Section 6(a)(ii), to the Agent, on behalf of itself and the\n         Liquidity Lenders and Conduit Lenders, the interest (other than\n         Negative Carry) accrued with respect to all Designated Series\n         Borrowings held by such Lenders during the Accrual Period with respect\n         to such Distribution Date (and any interest (other than Negative Carry)\n         accrued with respect to all Designated Series Borrowings held by such\n         Lenders with respect to any prior Accrual Period to the extent not paid\n         pursuant to Section 6(a)(ii) or this Section 6(b)(iii) on a prior\n         Distribution Date) , PROVIDED that for purposes of determining the\n         interest payable pursuant to this clause THIRD only, interest accrued\n         on Base Rate Advances shall be deemed to have accrued at the Federal\n         Funds Rate rather than the Alternate Base Rate and interest accrued on\n         Advances at the Default Rate shall be deemed to have accrued at (x)\n         with respect to Base Rate Advances, the Federal Funds Rate, (y) with\n         respect to Eurodollar Rate Advances, LIBOR, and (z) with respect to\n         Commercial Paper Rate Advances, the cost of obtaining funds in the\n         commercial paper market to fund such Advances;\n\n                  (iv) FOURTH, to the extent not paid on such Distribution Date\n         pursuant to Section 6(a)(i)(B), to the Agent, on behalf of itself and\n         the Lenders, the Credit Support Provider Facility Fees and\n         Non-Contingent Lenders Facility Fees (each as defined in the Fee\n         Letter) accrued with respect to all Designated Series Borrowings during\n         the Accrual Period with respect to such Distribution Date (and any\n         Credit Support Provider Facility Fees and Non-Contingent Lenders\n         Facility Fees accrued with respect to all Designated Series Borrowings\n         with respect to any prior Accrual Period to the extent not paid\n         pursuant to Section 6(a)(i)(B) or this Section 6(b)(iv) on a prior\n         Distribution Date);\n\n                  (v) FIFTH, to the extent not paid on such Distribution Date\n         pursuant to Section 6(a)(ii) or 6(b)(iii), to the Agent, on behalf of\n         itself and the Lenders, the interest (other than Negative Carry)\n         accrued with respect to all Designated Series Borrowings during the\n         Accrual Period with respect to such Distribution Date (and any interest\n         (other than Negative Carry) accrued with respect to all Designated\n         Series Borrowings with respect to any prior Accrual Period to the\n         extent not paid pursuant to Section 6(a)(ii), Section 6(b)(iii) or this\n         Section 6(b)(v) on a prior Distribution Date);\n\n                  (vi) SIXTH, to the Agent, on behalf of itself and the Lenders,\n         the Commitment Fees accrued during the Accrual Period with respect to\n         such Distribution Date (and any Commitment Fees accrued with respect to\n         any prior Accrual Period to the extent not paid pursuant to Section\n         6(b)(vi) on a prior Distribution Date);\n\n                  (vii) SEVENTH, to the Agent, on behalf of the Lenders, with\n         respect to each Designated Series as to which the aggregate amount of\n         funds in the RCCA Account with respect to such Series is less than the\n         outstanding principal amount of the Designated Series Borrowing to fund\n         such RCCA Account, to reduce the principal amount of such Designated\n         Series by the amount of such deficiency;\n\n                                       -14-\n\n\n\n                  (viii) EIGHTH, to the Agent, on behalf of the Lenders, with\n         respect to each Designated Series as to which the entire outstanding\n         principal amount of any Designated Series Borrowing has not been repaid\n         in full on the related Designated Series Amortization Date, the amount\n         due with respect thereto pursuant to Section 2.05(d) of the Credit\n         Agreement;\n\n                  (ix) NINTH, to the Agent, on behalf of itself and the Lenders,\n         any Negative Carry accrued with respect to all Designated Series\n         Borrowings during the Accrual Period with respect to such Distribution\n         Date (and any Negative Carry accrued with respect to all Designated\n         Series Borrowings with respect to any prior Accrual Period to the\n         extent not paid pursuant to Section 6(b)(x) on a prior Distribution\n         Date);\n\n                  (x) TENTH, to the Agent, for the benefit of the Affected\n         Parties, any Increased Costs then due and owing, and, to the extent not\n         previously paid by or on behalf of the Borrower, to each Indemnified\n         Party, any Indemnity Amounts then due and owing to each such\n         Indemnified Party;\n\n                  (xi) ELEVENTH, to the extent not previously paid pursuant to\n         clause FIRST above, to the Lender Collateral Agent, any costs and\n         expenses due to the Lender Collateral Agent under the Transaction\n         Documents; and\n\n                  (xii) TWELFTH, to the Borrower, the remaining portion of the\n         Nonallocated Amount Available.\n\n         (c) On each Distribution Date on or after the Facility Maturity Date \nor an Event of Early Amortization, the Lender Collateral Agent shall \ndistribute, from the amounts available in the Collateral Account, in \naccordance with written instructions from ACFS (or if ACFS is no longer the \nServicer with respect to any Series, the Administrative Agent) delivered to \nthe Lender Collateral Agent at least one (1) Business Day prior to such \nDistribution Date, or, if not delivered, upon the Agent's written direction, \nthe Nonallocated Amount Available, if any, for such Distribution Date in the \nfollowing order of priority:\n\n                  (i) FIRST, to the extent not previously paid by ACFS or\n         otherwise by or on behalf of the Borrower to the Lender Collateral\n         Agent, the Capped Expenses and, to the extent not previously paid by\n         ACFS or otherwise by or on behalf of the Borrower to the Lender\n         Collateral Agent, any costs and expenses incurred by the Lender\n         Collateral Agent in foreclosing on the Borrower Collateral at the\n         direction of the Agent;\n\n                  (ii) SECOND, to the extent not paid on such Distribution Date\n         pursuant to Section 6(a)(i)(A), to the Agent, on behalf of itself and\n         the Liquidity Lender and the Conduit Lenders, the Liquidity\/Conduit\n         Lenders Facility Fees (as defined in the Fee Letter) accrued with\n         respect to all Designated Series Borrowings during the Accrual Period\n         with respect to such Distribution Date (and any Liquidity\/Conduit\n         Lenders \n\n                                       -15-\n\n\n\n         Facility Fees accrued with respect to all Designated Series Borrowings\n         with respect to any prior Accrual Period to the extent not paid \n         pursuant to Section 6(a)(i)(A), Section 6(b)(ii) or this Section\n         6(c)(ii) on a prior Distribution Date);\n\n                  (iii) THIRD, to the extent not paid on such Distribution Date\n         pursuant to Section 6(a)(ii), to the Agent, on behalf of itself and the\n         Liquidity Lenders and Conduit Lenders, the interest (other than\n         Negative Carry) accrued with respect to all Designated Series\n         Borrowings held by such Lenders during the Accrual Period with respect\n         to such Distribution Date (and any interest (other than Negative Carry)\n         accrued with respect to all Designated Series Borrowings held by such\n         Lenders with respect to any prior Accrual Period to the extent not paid\n         pursuant to Section 6(a)(ii), Section 6(b)(iii) or this Section\n         6(c)(iii) on a prior Distribution Date) , PROVIDED that for purposes of\n         determining the interest payable pursuant to this clause THIRD only,\n         interest accrued on Base Rate Advances shall be deemed to have accrued\n         at the Federal Funds Rate rather than the Alternate Base Rate and\n         interest accrued on Advances at the Default Rate shall be deemed to\n         have accrued at(x) with respect to Base Rate Advances, the Federal\n         Funds Rate, (y) with respect to Eurodollar Rate Advances, LIBOR, and\n         (z) with respect to Commercial Paper Rate Advances, the cost of\n         obtaining funds in the commercial paper market to fund such Advances;\n\n                  (iv) FOURTH, to the extent not paid on such Distribution Date\n         pursuant to Section 6(a)(i)(B), to the Agent, on behalf of itself and\n         the Lenders, the Credit Support Provider Facility Fees and\n         Non-Contingent Lenders Facility Fees (each as defined in the Fee\n         Letter) accrued with respect to all Designated Series Borrowings during\n         the Accrual Period with respect to such Distribution Date (and any\n         Credit Support Provider Facility Fees and Non-Contingent Lenders\n         Facility Fees accrued with respect to all Designated Series Borrowings\n         with respect to any prior Accrual Period to the extent not paid\n         pursuant to Section 6(a)(i)(B), Section 6(b)(iv) or this Section\n         6(b)(iv) on a prior Distribution Date);\n\n                  (v) FIFTH, to the extent not paid on such Distribution Date\n         pursuant to Section 6(a)(ii) or 6(b)(iii), to the Agent, on behalf of\n         itself and the Lenders, the interest (other than Negative Carry)\n         accrued with respect to all Designated Series Borrowings during the\n         Accrual Period with respect to such Distribution Date (and any interest\n         (other than Negative Carry) accrued with respect to all Designated\n         Series Borrowings with respect to any prior Accrual Period to the\n         extent not paid pursuant to Section 6(a)(ii), Section 6(b)(v), Section\n         6(c)(iii) or this Section 6(c)(v) on a prior Distribution Date);\n\n                  (vi) SIXTH, to the Agent, on behalf of itself and the Lenders,\n         the Commitment Fees accrued during the Accrual Period with respect to\n         such Distribution Date (and any Commitment Fees accrued with respect to\n         any prior Accrual Period to the extent not paid pursuant to Section\n         6(b)(vi) or this Section 6(c)(vi) on a prior Distribution Date);\n\n                                       -16-\n\n\n\n                  (vii) SEVENTH, to the Agent, on behalf of the Lenders, the\n         principal amount of all outstanding Borrowings;\n\n                  (viii) EIGHTH, to the Agent, on behalf of itself and the\n         Lenders, any Negative CarrY accrued with respect to all Designated\n         Series Borrowings during the Accrual Period with respect to such\n         Distribution Date (and any Negative Carry) accrued with respect to all\n         Designated Series Borrowings with respect to any prior Accrual Period\n         to the extent not paid pursuant to Section 6(b)(ix) or this Section\n         6(c)(ix) on a prior Distribution Date);\n\n                  (ix) NINTH, to the Agent, for the benefit of the Affected\n         Parties, any Increased Costs then due and owing, and, to the extent not\n         previously paid by or on behalf of the Borrower, to each Indemnified\n         Party, any Indemnity Amounts then due and owing to each such\n         Indemnified Party;\n\n                  (x) TENTH, to the extent not previously paid pursuant to\n         clause FIRST above, to the Lender Collateral Agent, any costs and\n         expenses due to the Lender Collateral Agent under the Transaction\n         Documents; and\n\n                  (xi) ELEVENTH, to the Borrower, the remaining portion of the\n         Nonallocated Amount Available.\n\n                  Section 7  THE COLLATERAL ACCOUNT; INVESTMENTS.\n\n         (a) On or prior to the Closing Date, the Borrower shall establish an \naccount (the 'COLLATERAL ACCOUNT') in the name of the Lender Collateral Agent \nfor the benefit of the Secured Parties. The Collateral Account shall be an \nEligible Account which is a segregated non-interest bearing trust account \ninitially established with the Lender Collateral Agent. If at any time the \nCollateral Account ceases to be an Eligible Account, the Agent may direct the \nLender Collateral Agent in writing to transfer such account to another \ninstitution such that such account shall meet the requirements of an Eligible \nAccount. ACFS shall cause amounts to be deposited into the Collateral Account \nas set forth in Section 5.01(y) of the Credit Agreement.\n\n         (b) All amounts held in the Collateral Account shall, to the extent \npermitted by applicable laws, rules and regulations, be invested by the \nLender Collateral Agent, as directed by ACFS in writing (or, if ACFS fails to \nprovide such direction, amounts in the Collateral Account shall be invested \nin investments described in CLAUSE (d) of the definition of Cash \nEquivalents), in Cash Equivalents that mature not later than one Business Day \nprior to the next succeeding Distribution Date. The amounts held in the \nCollateral Account on the Business Day prior to each Distribution Date shall \nbe invested by the Lender Collateral Agent in overnight or next-day funds in \nsuch Cash Equivalents reasonably available to the Lender Collateral Agent as \nmay be acceptable to ACFS (which shall initially be the Lender Collateral \nAgent's Institutional Treasury Money Market Fund and, from time to time, \nshall include such other proprietary Cash \n\n                                       -17-\n\n\n\nEquivalents of the Lender Collateral Agent) for the period of time from the \nBusiness Day prior to the Distribution Date until such Distribution Date. All \nincome or other gains from investment of moneys on deposit in any such \naccount shall be deposited by the Lender Collateral Agent in the applicable \naccount immediately upon receipt. The taxpayer identification number \nassociated with the Collateral Account shall be that of the Borrower and the \nBorrower shall report for Federal, state and local income tax purposes, the \nincome, if any, represented by the Collateral Account. If any amounts are \nneeded for disbursement from the Collateral Account and sufficient uninvested \nfunds are not available therein to make such disbursement, the Lender \nCollateral Agent shall cause to be sold or otherwise converted to cash a \nsufficient amount of the investments in such account to make such \ndisbursement upon the written direction of ACFS or, if ACFS shall fail to \ngive such direction, upon the written direction of the Agent. Any such \nwritten direction shall certify that any such investment is authorized by \nthis SECTION 7. Investments in Cash Equivalents shall be made in the name of \nthe Lender Collateral Agent on behalf of the Secured Parties, and, except as \nspecifically required above, such investments shall not be sold or disposed \nof prior to their maturity. Each and every investment of funds in any of the \nCollateral Account shall be made in Cash Equivalents held by a financial \ninstitution that is a Securities Intermediary in an account pursuant to an \nagreement with such financial institution, governed by the law of any \njurisdiction which has adopted Revised Article 8, that requires such \nfinancial institution to (A) credit such Cash Equivalents to a Securities \nAccount exclusively in the name of the Lender Collateral Agent, (B) comply \nwith Entitlement Orders pertaining to such account originated by the Lender \nCollateral Agent without further consent of the Borrower, (C) not enter into \nany agreement which grants 'control' (as defined in Section 8-106 of Revised \nArticle 8) of such account (or any interest or property therein) to any \nPerson other than the Lender Collateral Agent, (D) subordinate any security \ninterest, banker's lien, right of setoff or other similar right which such \nfinancial institution may have in such account to the interest of the Lender \nCollateral Agent and (E) expressly treat each item of property as a Financial \nAsset and such account as a Securities Account.\n\n         Subject to the other provisions hereof, the Lender Collateral Agent \nshall have sole control over each such investment and the income thereon, and \nany certificate or other instrument evidencing any such investment, if any, \nshall be delivered directly to the Lender Collateral Agent or its agent, \ntogether with each document of transfer, if any, necessary to transfer title \nand a Security Entitlement free from any Adverse Claim to such investment to \nthe Lender Collateral Agent in a manner that complies with this SECTION 7. \nAll interest, dividends, gains upon sale and other income from, or earnings \non, investments of funds in the Collateral Account shall be deposited in the \nCollateral Account and distributed pursuant to SECTION 6 hereof. If the \nLender Collateral Agent is given written instructions to invest funds in the \nCollateral Account in investments other than investments of the type \ndescribed in CLAUSE (d) of the definition of 'Cash Equivalents', the Person \ngiving such instructions agrees to assist the Lender Collateral Agent in \ncomplying with the requirements herein with respect to such investments.\n\n         (c) With respect to the Borrower Account Collateral:\n\n                                       -18-\n\n\n\n                  (i) any Borrower Account Collateral that is held in deposit\n         accounts shall be held solely in the name of the Lender Collateral\n         Agent in accounts which satisfy clause (ii) of the definition of\n         Eligible Account; each such deposit account shall be subject to the\n         exclusive custody, dominion and control of the Lender Collateral Agent,\n         and the Lender Collateral Agent shall have sole signature authority\n         with respect thereto;\n\n                  (ii) any Borrower Account Collateral that constitutes Physical\n         Property shall be delivered to the Lender Collateral Agent in\n         accordance with paragraph (i) of the definition of 'Delivery' and shall\n         be held, pending maturity or disposition, solely by the Lender\n         Collateral Agent;\n\n                  (iii) any Borrower Account Collateral that constitutes a\n         Certificated Security that will, upon compliance with the procedures\n         set forth in paragraph (ii) of the definition of 'Delivery,' be held by\n         a Person located in a Revised Article 8 Jurisdiction shall be delivered\n         to the Lender Collateral Agent in accordance with paragraph (ii) of the\n         definition of 'Delivery' and shall be held, pending maturity or\n         disposition, solely by the Lender Collateral Agent;\n\n                  (iv) any such Borrower Account Collateral that constitutes an\n         Uncertificated Security (including any investments in money market\n         mutual funds, but excluding any Federal Book Entry Security) and where\n         the issuer thereof is organized in a Revised Article 8 Jurisdiction,\n         shall be delivered to the Lender Collateral Agent in accordance with\n         paragraph (iii) of the definition of 'Delivery' and shall be\n         maintained, pending maturity or disposition, through continued\n         registration of the Lender Collateral Agent's (or its nominee's)\n         ownership of such security; and\n\n                  (v) with respect to any Borrower Account Collateral that\n         constitutes a Federal Book Entry Security, the Lender Collateral Agent\n         shall maintain and obtain Control over such property.\n\nEffective upon Delivery of any Borrower Account Collateral in the form of \nPhysical Property, book-entry securities or uncertificated securities, the \nLender Collateral Agent shall be deemed to have represented that it has \npurchased such Borrower Account Collateral for value, in good faith and \nwithout actual notice of any adverse claim thereto.\n\n         (d) The Borrower will cause all proceeds of Borrower Collateral to be\ndeposited in the Collateral Account and will promptly deposit any amounts it\nreceives in respect thereof in the Collateral Account.\n\n                  Section 8  FEES AND EXPENSES. ACFS covenants and agrees to \npay to the Lender Collateral Agent from time to time, and the Lender \nCollateral Agent shall be entitled to, the fees and expenses agreed in \nwriting between ACFS and the Lender Collateral Agent, and will further pay or \nreimburse the Lender Collateral Agent upon its request for all reasonable \n\n                                       -19-\n\n\n\n\n\nexpenses, disbursements and advances incurred or made by the Lender \nCollateral Agent in accordance with any of the provisions hereof or any other \ndocuments executed in connection herewith (including the reasonable \ncompensation and the reasonable expenses and disbursements of its counsel and \nof all persons not regularly in its employ). The obligations of ACFS under \nthis Section 8 to compensate the Lender Collateral Agent and to pay or \nreimburse the Lender Collateral Agent for reasonable expenses, disbursements \nand advances shall survive the satisfaction and discharge of this Agreement \nor the earlier resignation or removal of the Lender Collateral Agent. When \nthe Lender Collateral Agent incurs expenses or renders services in connection \nwith proceedings under the Bankruptcy Code or any other applicable federal or \nstate bankruptcy, insolvency or other similar law, or in case of any other \ncomparable judicial proceedings relative to the Borrower, such expenses \n(including the fees and expenses of its counsel and agents) and the \ncompensation for such services are intended to constitute expenses of \nadministration under any bankruptcy law or law relating to creditors rights \ngenerally.\n\n                  Section 9     REPRESENTATIONS AND WARRANTIES OF THE LENDER\nCOLLATERAL AGENT. The Lender Collateral Agent Lender Collateral Agent \nrepresents and warrants as of the date hereof that:\n\n         (a) It is a banking corporation, validly existing and in good \nstanding under the laws of the State of New York;\n\n         (b) It has full power, authority and legal right to execute, deliver \nand perform this Agreement and the Credit Agreement and has taken all \nnecessary action to authorize the execution, delivery and performance by it \nof this Agreement and the Credit Agreement;\n\n         (c) The execution, delivery and performance by it of this Agreement \nand the Credit Agreement do not violate any provision of its corporate \ncharter or by-laws;\n\n         (d) This Agreement and the Credit Agreement have been duly \nauthorized, executed and delivered by it and each constitutes its legal, \nvalid and binding agreement, enforceable in accordance with its terms, except \nas enforceability may be limited by bankruptcy, insolvency reorganization or \nother similar laws affecting the enforcement of creditors' rights generally \nand by general principles of equity.\n\n                  Section 10    RESIGNATION BY AND REMOVAL OF THE LENDER \nCOLLATERAL AGENT; SUCCESSOR LENDER COLLATERAL AGENT.\n\n         (a) The Lender Collateral Agent may at any time resign and terminate \nits obligations under this Agreement upon at least 60 days prior written \nnotice to the Agent and the Borrower. No resignation shall be effective until \na successor Lender Collateral Agent shall have been appointed and accepted \nits appointment. Promptly after receipt of notice of the Lender Collateral \nAgent's proposed resignation, the Agent shall appoint, by written instrument, \na successor collateral agent and notify the Borrower thereof. If a successor \ncollateral agent is not appointed in accordance with the foregoing \nprocedures, the Lender Collateral Agent may petition a court of \n\n                                       -20-\n\n\n\ncompetent jurisdiction to appoint a successor collateral agent. One (1) \noriginal counterpart of such instrument of appointment shall be delivered to \neach of the Agent, the Lender Collateral Agent, the Borrower and the \nsuccessor collateral agent.\n\n         (b) The Agent, upon at least 60 days written notice to the Lender \nCollateral Agent (or, if such removal is for cause, such 60 day period may be \ndecreased to no less than three Business Days by the Agent in its sole \ndiscretion), may remove and discharge the Lender Collateral Agent (or any \nsuccessor collateral agent thereafter appointed) from the performance of its \nobligations under this Agreement. A copy of such notice shall be delivered to \neach other party hereto. Promptly after the giving of notice of removal of \nthe Lender Collateral Agent, the Agent shall appoint, by written instrument, \na successor collateral agent and notify the Borrower thereof. One (1) \noriginal counterpart of such instrument of appointment shall be delivered to \neach of the Agent, the Lender Collateral Agent, the Borrower and the \nsuccessor collateral agent. No such removal shall become effective until all \noutstanding amounts due and owing to the Lender Collateral Agent are paid in \nfull.\n\n         (c) In the event of any such resignation or removal, the Lender \nCollateral Agent shall promptly transfer to the successor collateral agent, \nas directed in writing by the Agent, all accounts, funds and investments \nbeing administered under this Agreement and shall cooperate with the Agent, \nthe Borrower and the successor collateral agent to facilitate the continued \nperfection and priority of the Lien granted for the benefit of the Secured \nParties in the Borrower Collateral.\n\n                  Section 11    INDEMNITY. ACFS agrees to indemnify and hold \nharmless the Lender Collateral Agent and its directors, officers, agents and \nemployees against any and all claims, damages, losses, liabilities or \nexpenses (including, but not limited to, reasonable attorneys' fees, court \ncosts and costs of investigation) of any kind or nature whatsoever arising \nout of or in connection with this Agreement and the Transaction Documents \nthat may be imposed upon, incurred by or asserted against the Lender \nCollateral Agent; PROVIDED, however, that this SECTION 11 shall not relieve \nthe Lender Collateral Agent from liability for its willful misconduct or \ngross negligence, as conclusively determined by a court of competent \njurisdiction beyond all applicable appeals. The provisions of this SECTION 11 \nshall survive the resignation or removal of the Lender Collateral Agent or \nany successor Lender Collateral Agent and the termination of this Agreement.\n\n                  Section 12    LIMITATIONS OF LIABILITY.\n\n         (a) The Lender Collateral Agent shall not be liable to the Borrower, \nACFS, the Agent, any Lender, any other Secured Party or any other Person with \nrespect to any action taken or not taken by it in good faith in the \nperformance of its obligations under this Agreement. The obligations of the \nLender Collateral Agent shall be determined solely by the express provisions \nof this Agreement. No representation, warranty, covenant, agreement, \nobligation or duty of the \n\n                                       -21-\n\n\n\nLender Collateral Agent shall be implied with respect to this Agreement or \nthe Lender Collateral Agent's services hereunder.\n\n         (b) The Lender Collateral Agent may conclusively rely, and shall be \nfully protected in acting or refraining from acting, upon and need not verify \nthe accuracy of (i) any oral instructions from any persons the Lender \nCollateral Agent believes to be authorized to give such instructions, who \nshall only be, with respect to ACFS, the Borrower and the Agent, persons the \nLender Collateral Agent believes in good faith to be duly authorized officers \nthereof, and (ii) any written instruction, notice, order, request, direction, \ncertificate, opinion or other instrument or document believed by the Lender \nCollateral Agent to be genuine and to have been signed and presented by the \nproper party or parties.\n\n         (c) The Lender Collateral Agent may consult with counsel nationally \nrecognized in the area of commercial transactions with regard to legal \nquestions arising out of or in connection with this Agreement, and the advice \nor opinion of such counsel shall be full and complete authorization and \nprotection in respect of any action taken, omitted or suffered by the Lender \nCollateral Agent in reasonable reliance, in good faith, and in accordance \ntherewith; PROVIDED, HOWEVER, that if the Agent gives instructions to the \nLender Collateral Agent or provides an opinion of counsel selected by them, \nwhich in either case conflicts with any such advice or opinion of counsel, \nthen the Lender Collateral Agent shall follow such instructions of the Agent \n(unless such instructions violate the express terms of this Agreement or \nviolate applicable law) or such opinion of counsel selected by the Agent, and \nshall be fully protected in acting or refraining to act thereon.\n\n         (d) No provision of this Agreement shall require the Lender \nCollateral Agent to expend or risk its own funds or otherwise incur financial \nliability in the performance of its duties under this Agreement if it shall \nhave reasonable grounds for believing that repayment of such funds or \nadequate indemnity satisfactory to it is not assured to it.\n\n         (e) The Lender Collateral Agent may execute any of the trusts or \npowers hereunder or perform any duties hereunder either directly or by or \nthrough agents, attorneys, custodians or nominees appointed with due care, \nand shall not be responsible for any willful misconduct or negligence on the \npart of any agent, attorney, custodian or nominee so appointed.\n\n         (f) Whenever in the administration of the provisions of this \nAgreement the Lender Collateral Agent shall deem it necessary or desirable \nthat a matter be proved or established prior to taking or suffering any \naction to be taken hereunder, such matter (unless other evidence in respect \nthereof be herein specifically prescribed) may, in the absence of gross \nnegligence or bad faith on the part of the Lender Collateral Agent, be deemed \nto be conclusively proved and established by a certificate signed by an \nofficer of any of ACFS, the Borrower and the Agent, as the case may be, and \ndelivered to the Lender Collateral Agent and such certificate, in the absence \nof gross negligence or bad faith on the part of the Lender Collateral Agent, \nshall be full warrant \n\n                                       -22-\n\n\n\nto the Lender Collateral Agent for any action taken, suffered or omitted by \nit under the provisions of this Agreement upon the faith thereof.\n\n         (g) The Lender Collateral Agent shall have no obligation to invest \nand reinvest any cash held in the Collateral Account in the absence of timely \nand specific written investment direction from ACFS or the Agent. In no event \nshall the Lender Collateral Agent be liable for the selection of investments \nor for investment losses incurred thereon. The Lender Collateral Agent shall \nhave no liability in respect of losses incurred as a result of the \nliquidation of any investment prior to its stated maturity or the failure of \nACFS or the Agent to provide timely written investment direction.\n\n         (h) Any corporation into which the Lender Collateral Agent may be \nmerged or converted or with which it may be consolidated, or any corporation \nresulting from any merger, conversion or consolidation to which the Lender \nCollateral Agent shall be a party, or any corporation succeeding to the \nbusiness of the Lender Collateral Agent shall be the successor of the Lender \nCollateral Agent hereunder without the execution or filing of any paper with \nany party hereto or any further act on the part of any of the parties hereto \nexcept where an instrument of transfer or assignment is required by law to \neffect such succession, anything herein to the contrary notwithstanding.\n\n         (i) Notwithstanding anything herein or in the Transaction Documents \nto the contrary, in no event shall the Lender Collateral Agent have any \nobligation or liability in respect of the monitoring or maintenance of the \nperfection of any security interest evidenced hereby or for the filing or \nrefiling or recording or rerecording of any financing or continuation \nstatements in respect of any such security interest.\n\n         (j) The Lender Collateral Agent shall not be deemed to have notice \nof any Event of Early Amortization, Event of Early Termination or Event of \nDefault unless an Authorized Officer of the Lender Collateral Agent is \nspecifically notified in writing of such event by the Agent.\n\n                  Section 13    TERM OF AGREEMENT. This Agreement shall be \nterminated upon the final payment of all Obligations of the Borrower under \nthe Transaction Documents and the termination of any commitment of the \nLenders under the Transaction Documents.\n\n                  Section 14    NOTICES. All demands, notices and \ncommunications relating to this Agreement shall be in writing and shall be \ndeemed to have been duly given when received by the other party or parties at \nthe address shown in the Credit Agreement, whether by personal delivery, \nexpress delivery or facsimile, or such other address as may hereafter be \nfurnished to the other party or parties by like notice. Any such demand, \nnotice or communication hereunder shall be deemed to have been received on \nthe date delivered to or received at the premises of the addressee.\n\n                                       -23-\n\n\n\n                  Section 15    GOVERNING LAW; VENUE; CONSENT TO JURISDICTION.\n(A) THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE \nINTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE \nAPPLICABLE CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF \nTHE NEW YORK GENERAL OBLIGATIONS LAW).\n\n                           (B) VENUE FOR ANY ACTION BROUGHT UNDER THIS \nAGREEMENT MAY BE IN ANY NEW YORK STATE COURT OR FEDERAL DISTRICT COURT \nSITTING IN NEW YORK, NEW YORK. EACH PARTY TO THIS AGREEMENT HEREBY CONSENTS \nTO THE JURISDICTION OF SUCH COURT.\n\n                  Section 16    ASSIGNMENT. Except as expressly permitted \nherein, no party to this Agreement may assign its rights or delegate its \nobligations under this Agreement without the express written consent of the \nother parties.\n\n                  Section 17    COUNTERPARTS. For the purpose of facilitating \nthe execution of this Agreement and for other purposes, this Agreement may be \nexecuted simultaneously in any number of counterparts, each of which shall be \ndeemed to be an original, and together shall constitute and be one and the \nsame instrument.\n\n                  Section 18    HEADINGS. The section headings are not part of \nthis Agreement and shall not be used in its interpretation.\n\n                  Section 19    THIRD PARTY BENEFICIARIES. It is hereby agreed \nby the parties hereto that, the Lenders and the other Secured Parties are, \nand are intended to be, third party beneficiaries under this Agreement.\n\n                  Section 20    CERTAIN REMEDIES.\n\n         (a) The Lender Collateral Agent shall, at the written direction of \nthe Agent, proceed to protect and enforce its rights and the rights of the \nSecured Parties by such appropriate proceedings as the Agent shall deem most \neffective to protect and enforce any such rights, whether for the specific \nenforcement of any covenant or agreement in any Transaction Document or in \nand of the exercise of any power granted herein, or to enforce any other \nproper remedy or legal or equitable right vested in the Lender Collateral \nAgent by any Transaction Document or by law.\n\n         (b) In case there shall be pending, relative to the Borrower or any \nother obligor upon the Advances or any Person having or claiming an ownership \ninterest in the Borrower Collateral, proceedings under the Bankruptcy Code or \nany other applicable federal or state bankruptcy, insolvency or other similar \nlaw, or in case a receiver, assignee or trustee in bankruptcy or \nreorganization, liquidator, sequestrator or similar official shall have been \nappointed for or taken possession of the Borrower or its property or such \nother obligor or Person, or in case of any \n\n                                       -24-\n\n\n\nother comparable judicial proceedings relative to the Borrower or other \nobligor upon the Advances, or to the creditors of property of the Borrower or \nsuch other obligor, the Lender Collateral Agent, irrespective of whether the \nprincipal of any Advances shall then be due and payable as therein expressed \nor by declaration or otherwise and irrespective of whether the Lender \nCollateral Agent shall have made any demand pursuant to the provisions of \nthis Section, shall be entitled and empowered, by intervention in such \nproceedings or otherwise:\n\n                  (1) to file and prove a claim or claims for the whole amount\n         of principal and interest owing and unpaid in respect of the Advances\n         and to file such other papers or documents as may be necessary or\n         advisable in order to have the claims of the Lender Collateral Agent\n         (including any claim for reimbursement of all expenses and liabilities\n         incurred, and all advances, if any, made, by the Lender Collateral\n         Agent and each predecessor Lender Collateral Agent, except as a result\n         of gross negligence, bad faith or willful misconduct) and of each of\n         the other Secured Parties allowed in such proceedings;\n\n                  (2) unless prohibited by applicable law and regulations, to\n         vote (with the consent of the Agent) on behalf of the holders of the\n         Advances in any election of a trustee, a standby trustee or person\n         performing similar functions in any such proceedings;\n\n                  (3) to collect and receive any moneys or other property\n         payable or deliverable on any such claims and to distribute all amounts\n         received with respect to the claims of the Secured Parties on their\n         behalf; and\n\n                  (4) to file such proofs of claim and other papers or documents\n         as may be necessary or advisable in order to have the claims of the\n         Lender Collateral Agent or the Secured Parties allowed in any judicial\n         proceedings relative to the Borrower, its creditors and its property;\n\nand any trustee, receiver, liquidator, custodian or other similar official in \nany such proceeding is hereby authorized by each of such Secured Parties to \nmake payments to the Lender Collateral Agent, and, in the event that the \nLender Collateral Agent and the Agent shall consent, to the making of \npayments directly to such Secured Parties, to pay to the Lender Collateral \nAgent such amounts as shall be sufficient to cover all reasonable expenses \nand liabilities incurred, and all advances made, by the Lender Collateral \nAgent and each predecessor Lender Collateral Agent except as a result of \ngross negligence, bad faith or willful misconduct.\n\n         (c) Nothing herein contained shall be deemed to authorize the Lender \nCollateral Agent to authorize or consent to or vote for or accept or adopt on \nbehalf of any Lender or other Secured Party any plan of reorganization, \narrangement, adjustment or composition affecting the Advances or the rights \nof any holder thereof or to authorize the Lender Collateral Agent to vote in \nrespect of the claim of any Secured Party in any such proceeding except, as \naforesaid, to vote for the election of a trustee in bankruptcy or similar \nperson.\n\n                                       -25-\n\n\n\n         (d) In any proceedings brought by the Lender Collateral Agent to \nenforce the Liens under the Transaction Documents (and also any proceedings \ninvolving the interpretation of any provision of any Transaction Document), \nthe Lender Collateral Agent shall be held to represent all the Secured \nParties, and it shall not be necessary to make any Secured Party a party to \nany such proceedings.\n\n         (e) The Lender Collateral Agent shall, at the written direction of \nthe Agent, also do one or more of the following (subject to SECTION 12 \nHEREOF):\n\n                  (i) institute proceedings in its own name and on behalf of the\n         Secured Parties as Lender Collateral Agent for the collection of all\n         amounts then payable on the Advances or under the Credit Agreement and\n         Fee Letter with respect thereto, whether by declaration or otherwise,\n         enforce any judgment obtained, and collect from the Borrower and any\n         other obligor upon such Advances moneys adjudged due;\n\n                  (ii) institute proceedings from time to time for the complete\n         or partial foreclosure upon the Borrower Collateral;\n\n                  (iii) exercise any remedies of a secured party under the UCC\n         and take any other appropriate action to protect and enforce the right\n         and remedies of the Lender Collateral Agent and the Secured Parties;\n         and\n\n                  (iv) sell the Borrower Collateral or any portion thereof or\n         rights or interest therein, at one or more public or private sales\n         called and conducted in any manner permitted by law.\n\n                  Section 21    LIMITED LIABILITY OF LENDER COLLATERAL AGENT.\n\n         It is expressly understood and agreed by the parties hereto that (a) \nthis Agreement is executed and delivered by Bankers Trust Company, not \nindividually or personally but solely as Lender Collateral Agent, in the \nexercise of the powers and authority conferred and vested in it, (b) the \nrepresentations, undertakings and agreements herein made on the part of the \nLender Collateral Agent are made and intended not as personal \nrepresentations, undertakings and agreements by Bankers Trust Company, but \nare made and intended for the purpose of binding only the Lender Collateral \nAgent, and (c) under no circumstances shall Bankers Trust Company be \npersonally liable for the payment of any indebtedness or expenses of the \nLender Collateral Agent or be liable for the breach or failure of any \nobligation, representation, warranty or covenant made or undertaken by the \nLender Collateral Agent under this Agreement.\n\n                  Section 22    SUBORDINATION.\n\n                  (a)      Notwithstanding anything in this Agreement or in any\n                           other Transaction Document to the contrary, all\n                           rights and remedies of the Lenders, the \n\n                                       -26-\n\n\n\n                           Lender Collateral Agent, the Agent, the Secured \n                           Parties, the Affected Parties or any of them, with\n                           respect to the Borrower and its property, whether \n                           hereunder, under any Transaction Document or \n                           otherwise at law or in equity, are limited by and\n                           subject to the terms of the Subordination Agreement.\n\n                  (b)      Notwithstanding anything in this Agreement or in any\n                           other Transaction Document to the contrary, neither\n                           Borrower nor the Spread Account Depositor shall have\n                           any obligation or liability to the Agent, any Secured\n                           Party, any Lender, or any Affected Party or any of\n                           them, whether hereunder, under any Transaction\n                           Document or otherwise at law or in equity, until the\n                           Final Insurance Termination Date if the effect of\n                           such obligation or liability would be to cause\n                           Borrower or Spread Account Depositor to not be\n                           Solvent and no Obligation shall be or become due or\n                           payable until the later of (i) the Final Insurance\n                           Termination Date or (ii) the date as such obligation\n                           or liability would not cause the Borrower or the\n                           Spread Account Depositor to not be Solvent.\n\n                  (c)      Notwithstanding any other provision of this Agreement\n                           or any other Transaction Document, in the event of\n                           any contradiction or ambiguity between the\n                           Subordination Agreement and any other Transaction\n                           Document, the terms of the Subordination Agreement\n                           shall govern. All disputes with respect to matters\n                           addressed in the Subordination Agreement shall be\n                           determined by reference to the Subordination\n                           Agreement exclusively and no provision of this\n                           Agreement or any other Transaction Document should be\n                           interpreted as altering, amending, explaining or\n                           clarifying any provision of the Subordination\n                           Agreement.\n\n                  (d)      The provisions of this Section 22 are for the benefit\n                           of FSA and other parties to the Subordination\n                           Agreement and, accordingly, shall survive the\n                           termination of this Agreement. This Section 22 shall\n                           not be amended without the written consent of FSA.\n\n                  Section 23    AMENDMENTS. This Agreement may be amended in \naccordance with the provisions of the Credit Agreement.\n\n                            [Signature Page Follows]\n\n                                       -27-\n\n\n\n                  IN WITNESS WHEREOF, the parties hereto have caused their \nduly authorized representatives to hereunto set their hand as of the day and \nyear first above written.\n\n                     CREDIT SUISSE FIRST BOSTON,\n                     NEW YORK BRANCH, as Agent\n\n\n\n                     By:\n                        --------------------------------------------\n                          Name:\n                          Title:\n\n                     AFS FUNDING CORP.\n\n\n\n                     By:\n                        --------------------------------------------\n                          Name:\n                          Title:\n\n                     AMERICREDIT FINANCIAL SERVICES, INC.\n\n\n\n                     By:\n                        --------------------------------------------\n                          Name:\n                          Title:\n\n                     BANKERS TRUST COMPANY, not in its\n                     individual capacity but solely as Lender Collateral\n                     Agent\n\n\n\n                     By:\n                        --------------------------------------------\n                          Name:\n                          Title:\n\n                      Signature Page to Security Agreement]\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685,7234],"corporate_contracts_industries":[9416,9418],"corporate_contracts_types":[9560,9570],"class_list":["post-41308","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","corporate_contracts_companies-credit-suisse-first-boston-inc","corporate_contracts_industries-financial__credit","corporate_contracts_industries-financial__securities","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41308","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=41308"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41308"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41308"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41308"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}