EXECUTION COPY
Class A-2-A 5.66% Asset Backed Notes
Class A-2-B Floating Rate Asset Backed Notes
Class A-3-A 5.49% Asset Backed Notes
Class A-3-B Floating Rate Asset Backed Notes
Class A-4-A 5.56% Asset Backed Notes
Class A-4-B Floating Rate Asset Backed Notes
Trustee and Trust Collateral Agent
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ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE | 3 | |||
SECTION 1.1 Definitions | 3 | |||
SECTION 1.2 Incorporation by Reference of Trust Indenture Act | 11 | |||
SECTION 1.3 Rules of Construction | 12 | |||
ARTICLE II THE NOTES | 12 | |||
SECTION 2.1 Form | 12 | |||
SECTION 2.2 Execution, Authentication and Delivery | 13 | |||
SECTION 2.3 Temporary Notes | 13 | |||
SECTION 2.4 Registration; Registration of Transfer and Exchange | 14 | |||
SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes | 15 | |||
SECTION 2.6 Persons Deemed Owner | 16 | |||
SECTION 2.7 Payment of Principal and Interest; Defaulted Interest | 16 | |||
SECTION 2.8 Cancellation | 17 | |||
SECTION 2.9 Release of Collateral | 18 | |||
SECTION 2.10 Book-Entry Notes | 18 | |||
SECTION 2.11 Notices to Clearing Agency | 18 | |||
SECTION 2.12 Definitive Notes | 19 | |||
ARTICLE III COVENANTS | 19 | |||
SECTION 3.1 Payment of Principal and Interest | 19 | |||
SECTION 3.2 Maintenance of Office or Agency | 19 | |||
SECTION 3.3 Money for Payments to be Held in Trust | 20 | |||
SECTION 3.4 Existence | 21 | |||
SECTION 3.5 Protection of Trust Estate | 21 | |||
SECTION 3.6 Opinions as to Trust Estate | 22 | |||
SECTION 3.7 Performance of Obligations; Servicing of Receivables | 22 | |||
SECTION 3.8 Negative Covenants | 23 | |||
SECTION 3.9 Annual Statement as to Compliance | 24 | |||
SECTION 3.10 Issuer May Consolidate, Etc. Only on Certain Terms | 24 | |||
SECTION 3.11 Successor or Transferee | 26 | |||
SECTION 3.12 No Other Business | 27 | |||
SECTION 3.13 No Borrowing | 27 | |||
SECTION 3.14 Servicer’s Obligations | 27 | |||
SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities | 27 | |||
SECTION 3.16 Capital Expenditures | 27 | |||
SECTION 3.17 Compliance with Laws | 27 | |||
SECTION 3.18 Restricted Payments | 27 | |||
SECTION 3.19 Notice of Events of Default | 28 | |||
SECTION 3.20 Further Instruments and Acts | 28 | |||
SECTION 3.21 Amendments of Sale and Servicing Agreement and Trust Agreement | 28 | |||
SECTION 3.22 Income Tax Characterization | 28 | |||
ARTICLE IV SATISFACTION AND DISCHARGE | 28 | |||
SECTION 4.1 Satisfaction and Discharge of Indenture | 28 | |||
SECTION 4.2 Application of Trust Money | 29 | |||
SECTION 4.3 Repayment of Moneys Held by Note Paying Agent | 29 | |||
ARTICLE V REMEDIES | 30 | |||
SECTION 5.1 Events of Default | 30 | |||
SECTION 5.2 Rights Upon Event of Default | 31 |
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SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee | 33 | |||
SECTION 5.4 Remedies | 35 | |||
SECTION 5.5 Optional Preservation of the Receivables | 36 | |||
SECTION 5.6 Priorities | 37 | |||
SECTION 5.7 Limitation of Suits | 38 | |||
SECTION 5.8 Unconditional Rights of Noteholders To Receive Principal and Interest | 38 | |||
SECTION 5.9 Restoration of Rights and Remedies | 38 | |||
SECTION 5.10 Rights and Remedies Cumulative | 39 | |||
SECTION 5.11 Delay or Omission Not a Waiver | 39 | |||
SECTION 5.12 Control by Noteholders | 39 | |||
SECTION 5.13 Waiver of Past Defaults | 39 | |||
SECTION 5.14 Undertaking for Costs | 40 | |||
SECTION 5.15 Waiver of Stay or Extension Laws | 40 | |||
SECTION 5.16 Action on Notes | 40 | |||
SECTION 5.17 Performance and Enforcement of Certain Obligations | 40 | |||
ARTICLE VI THE TRUSTEE AND THE TRUST COLLATERAL AGENT | 41 | |||
SECTION 6.1 Duties of Trustee | 41 | |||
SECTION 6.2 Rights of Trustee | 43 | |||
SECTION 6.3 Individual Rights of Trustee | 44 | |||
SECTION 6.4 Trustee’s Disclaimer | 44 | |||
SECTION 6.5 Notice of Defaults | 44 | |||
SECTION 6.6 Reports by Trustee to Holders | 44 | |||
SECTION 6.7 Compensation and Indemnity | 45 | |||
SECTION 6.8 Replacement of Trustee | 45 | |||
SECTION 6.9 Successor Trustee by Merger | 47 | |||
SECTION 6.10 Appointment of Co-Trustee or Separate Trustee | 47 | |||
SECTION 6.11 Eligibility: Disqualification | 48 | |||
SECTION 6.12 Preferential Collection of Claims Against Issuer | 49 | |||
SECTION 6.13 Appointment and Powers | 49 | |||
SECTION 6.14 Performance of Duties | 49 | |||
SECTION 6.15 Limitation on Liability | 49 | |||
SECTION 6.16 Reliance Upon Documents | 50 | |||
SECTION 6.17 Successor Trust Collateral Agent | 50 | |||
SECTION 6.18 Compensation | 51 | |||
SECTION 6.19 Representations and Warranties of the Trust Collateral Agent and the Issuer | 51 | |||
SECTION 6.20 Waiver of Setoffs | 52 | |||
SECTION 6.21 Control by the Controlling Party | 53 | |||
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS | 53 | |||
SECTION 7.1 Issuer to Furnish to Trustee Names and Addresses of Noteholders | 53 | |||
SECTION 7.2 Preservation of Information; Communications to Noteholders | 53 | |||
SECTION 7.3 Reports by Issuer | 53 | |||
SECTION 7.4 Reports by Trustee | 54 | |||
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES | 54 | |||
SECTION 8.1 Collection of Money | 54 | |||
SECTION 8.2 Release of Trust Estate | 54 | |||
SECTION 8.3 Opinion of Counsel | 55 | |||
ARTICLE IX SUPPLEMENTAL INDENTURES | 55 | |||
SECTION 9.1 Supplemental Indentures Without Consent of Noteholders | 55 | |||
SECTION 9.2 Supplemental Indentures with Consent of Noteholders | 56 | |||
SECTION 9.3 Execution of Supplemental Indentures | 58 | |||
SECTION 9.4 Effect of Supplemental Indenture | 58 | |||
SECTION 9.5 Conformity With Trust Indenture Act | 58 |
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SECTION 9.6 Reference in Notes to Supplemental Indentures | 59 | |||
ARTICLE X REDEMPTION OF NOTES | 59 | |||
SECTION 10.1 Redemption | 59 | |||
SECTION 10.2 Form of Redemption | 59 | |||
SECTION 10.3 Notes Payable on Redemption Date | 60 | |||
ARTICLE XI MISCELLANEOUS | 60 | |||
SECTION 11.1 Compliance Certificates and Opinions, etc | 60 | |||
SECTION 11.2 Form of Documents Delivered to Trustee | 62 | |||
SECTION 11.3 Acts of Noteholders | 63 | |||
SECTION 11.4 Notices, etc., to Trustee, Issuer, Insurer and Rating Agencies | 63 | |||
SECTION 11.5 Notices to Noteholders; Waiver | 64 | |||
SECTION 11.6 [Reserved] | 65 | |||
SECTION 11.7 Conflict with Trust Indenture Act | 65 | |||
SECTION 11.8 Effect of Headings and Table of Contents | 65 | |||
SECTION 11.9 Successors and Assigns | 65 | |||
SECTION 11.10 Separability | 65 | |||
SECTION 11.11 Benefits of Indenture | 65 | |||
SECTION 11.12 Legal Holidays | 66 | |||
SECTION 11.13 GOVERNING LAW | 66 | |||
SECTION 11.14 Counterparts | 66 | |||
SECTION 11.15 Recording of Indenture | 66 | |||
SECTION 11.16 Trust Obligation | 66 | |||
SECTION 11.17 No Petition | 67 | |||
SECTION 11.18 Inspection | 67 | |||
EXHIBITS | ||||
EXHIBIT A-1 Form of Class A-1 Note | ||||
EXHIBIT A-2-A Form of Class A-2-A Note | ||||
EXHIBIT A-2-B Form of Class A-2-B Note | ||||
EXHIBIT A-3-A Form of Class A-3-A Note | ||||
EXHIBIT A-3-B Form of Class A-3-B Note | ||||
EXHIBIT A-4-A Form of Class A-4-A Note | ||||
EXHIBIT A-4-B Form of Class A-4-B Note | ||||
SCHEDULES | ||||
SCHEDULE A Representations and Warranties of the Issuer |
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To the Insurer: | Financial Security Assurance Inc. | |||||
31 West 52nd Street | ||||||
New York, NY 10019 | ||||||
Attention: Transaction Oversight Department | ||||||
Re: AmeriCredit Receivables-Backed Notes Series 2007-D-F, Policy No. 51831A-N | ||||||
Telex No.: | (212) 688-3101 | |||||
Confirmation: | (212) 826-0100 | |||||
Telecopy Nos.: | (212) 339-3518 or | |||||
(212) 339-3529 |
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AMERICREDIT AUTOMOBILE RECEIVABLES | ||||
TRUST 2007-D-F, | ||||
By: | WILMINGTON TRUST COMPANY, not in | |||
its individual capacity but solely as Owner Trustee |
By: | /s/ Patricia A. Evans | |||
Name: | Patricia A. Evans | |||
Title: | Vice President | |||
WELLS FARGO BANK, NATIONAL ASSOCIATION, | ||
not in its individual capacity but solely as | ||
Trustee and Trust Collateral Agent |
By: | /s/ Marianna C. Stershic | |||
Name: | Marianna C. Stershic | |||
Title: | Vice President | |||
REGISTERED | $ | 184,000,000 |
A-1-1
A-1-2
AMERICREDIT AUTOMOBILE RECEIVABLES | ||||
TRUST 2007-D-F | ||||
By: | WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement | |||
By: | ||||
Name: | ||||
Title: |
Date: September 20, 2007 | WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee | |||
By: | ||||
Authorized Signer |
A-1-3
A-1-4
A-1-5
A-1-6
A-1-7
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto | ||||
(name and address of assignee) |
Dated | 1 | |||||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
A-1-8
REGISTERED | $ | 164,000,000 |
A-2-A-1
A-2-A-2
AMERICREDIT AUTOMOBILE RECEIVABLES | ||||
TRUST 2007-D-F | ||||
By: | WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement | |||
By: | ||||
Name: | ||||
Title: |
Date: September 20, 2007 | WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee | |||
By: | ||||
Authorized Signer |
A-2-A-3
A-2-A-4
A-2-A-5
A-2-A-6
A-2-A-7
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto | ||||
Dated | 1 | |||||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
A-2-A-8
REGISTERED | $ | 50,000,000 |
A-2-B-1
A-2-B-2
AMERICREDIT AUTOMOBILE RECEIVABLES | ||||
TRUST 2007-D-F | ||||
By: | WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement | |||
By: | ||||
Name: | ||||
Title: |
Date: September 20, 2007 | WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee | |||
By: | ||||
Authorized Signer |
A-2-B-3
A-2-B-4
A-2-B-5
A-2-B-6
A-2-B-7
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto | ||||
(name and address of assignee) |
Dated | 1 | |||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
A-2-B-8
REGISTERED | $232,000,000 |
A-3-A-1
A-3-A-2
AMERICREDIT AUTOMOBILE RECEIVABLES | ||||||
TRUST 2007-D-F | ||||||
By: | WILMINGTON TRUST COMPANY, not in | |||||
its individual Capacity but solely as owner | ||||||
Trustee under the Trust Agreement | ||||||
By: | ||||||
Title: |
Date: September 20, 2007 | WELLS FARGO BANK, NATIONAL | |||||
ASSOCIATION, not in its individual capacity but | ||||||
solely as Trustee | ||||||
By: | ||||||
A-3-A-3
A-3-A-4
A-3-A-5
A-3-A-6
A-3-A-7
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto | ||||
(name and address of assignee) |
Dated | 1 | |||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
A-3-A-8
REGISTERED | $40,000,000 |
A-3-B-1
A-3-B-2
AMERICREDIT AUTOMOBILE RECEIVABLES | ||||||
TRUST 2007-D-F | ||||||
By: | WILMINGTON TRUST COMPANY, not in | |||||
its individual Capacity but solely as owner | ||||||
Trustee under the Trust Agreement | ||||||
By: | ||||||
Title: |
Date: September 20, 2007 | WELLS FARGO BANK, NATIONAL | |||||
ASSOCIATION, not in its individual capacity but | ||||||
solely as Trustee | ||||||
By: | ||||||
A-3-B-3
A-3-B-4
A-3-B-5
A-3-B-6
A-3-B-7
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto | ||||
(name and address of assignee) |
Dated | 1 | |||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
A-3-B-8
REGISTERED | $200,000,000 |
A-4-A-1
A-4-A-2
AMERICREDIT AUTOMOBILE RECEIVABLES | ||||||
TRUST 2007-D-F | ||||||
By: | WILMINGTON TRUST COMPANY, not in | |||||
its individual Capacity but solely as owner | ||||||
Trustee under the Trust Agreement | ||||||
By: | ||||||
Title: |
Date: September 20, 2007 | WELLS FARGO BANK, NATIONAL | |||||
ASSOCIATION, not in its individual capacity but | ||||||
solely as Trustee | ||||||
By: | ||||||
A-4-A-3
A-4-A-4
A-4-A-5
A-4-A-6
A-4-A-7
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto | ||||
(name and address of assignee) |
Dated | 1 | |||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
A-4-A-8
REGISTERED | $130,000,000 |
A-4-B-1
A-4-B-2
AMERICREDIT AUTOMOBILE RECEIVABLES | ||||||
TRUST 2007-D-F | ||||||
By: | WILMINGTON TRUST COMPANY, not in | |||||
its individual Capacity but solely as owner | ||||||
Trustee under the Trust Agreement | ||||||
By: | ||||||
Title: |
Date: September 20, 2007 | WELLS FARGO BANK, NATIONAL | |||||
ASSOCIATION, not in its individual capacity but | ||||||
solely as Trustee | ||||||
By: | ||||||
A-4-B-3
A-4-B-4
A-4-B-5
A-4-B-6
A-4-B-7
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto | ||||
(name and address of assignee) |
Dated | 1 | |||||||
1 | NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. |
Sched. A-1
Sched. A-2
Sched. A-3