Exhibit 10.69
AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.
and
AMERICREDIT CORP.
and
MERRILL LYNCH FINANCIAL ASSETS INC.
and
MERRILL LYNCH CANADA INC.
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SELLER'S REPRESENTATION AND INDEMNITY COVENANT
Dated as of May 10, 2002
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TABLE OF CONTENTS
ARTICLE 1 INTERPRETATION..................................................... 3
Section 1.1 Definitions.................................................... 3
Section 1.2 Extended Meanings.............................................. 3
Section 1.3 Headings....................................................... 3
Section 1.4 References to Sections and Articles............................ 3
Section 1.5 Proper Law of Indemnity Agreement.............................. 3
Section 1.6 Invalidity of Provisions....................................... 4
ARTICLE 2 REPRESENTATION AND WARRANTY........................................ 4
Section 2.1 Representation and Warranty................................... 4
ARTICLE 3 FEES AND EXPENSES................................................. 5
Section 3.1 Fees and Expenses Related to Indemnification.................. 5
ARTICLE 4 INDEMNITIES....................................................... 5
Section 4.1 Indemnification............................................... 5
Section 4.2 Absolute Liability............................................ 6
Section 4.3 Joint and Several Liability................................... 6
Section 4.4 Method of Asserting Claims.................................... 6
Section 4.5 Contribution.................................................. 9
Section 4.6 Other Rights.................................................. 10
Section 4.7 Subsequent Payments........................................... 10
ARTICLE 5 MISCELLANEOUS..................................................... 10
Section 5.1 Binding Effect................................................ 10
Section 5.2 Successors and Assigns........................................ 10
Section 5.3 No Limitation................................................. 11
Section 5.4 Governing Law................................................. 11
Section 5.5 Attornment.................................................... 11
Section 5.6 Notices....................................................... 11
Section 5.7 Counterparts.................................................. 12
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SELLER'S REPRESENTATION AND INDEMNITY COVENANT
Seller's Representation and Indemnity Covenant dated as of May 10, 2002
among AmeriCredit Financial Services of Canada Ltd. ("AmeriCredit Canada"), a
company subsisting under the laws of Canada, AmeriCredit Corp. ("AmeriCredit"),
a company subsisting under the laws of Texas, Merrill Lynch Financial Assets
Inc. (the "Issuer"), a company subsisting under the laws of Canada and Merrill
Lynch Canada Inc. (the "Underwriter"), a company subsisting under the laws of
Canada.
RECITALS:
(a) Pursuant to the provisions of a pooling and servicing agreement to be dated
on or about May 17, 2002 between the Issuer, AmeriCredit Canada 2002-A
Corp., BNY Trust Company of Canada (subject to regulatory approval) or The
Trust Company of Bank of Montreal (pending such regulatory approval),
AmeriCredit Canada and Bank One, NA, the Issuer will, on the date hereof,
create and issue $45,000,000 3 months CDOR + 0.17% Class A-1 Certificates,
Series 2002-A, $80,750,000 4.697% Class A-2 Certificates, Series 2002-A,
$53,966,000 5.422% Class A-3 Certificates, Series 2002-A, $24,535,000
7.070% Class B Certificates, Series 2002-A and $19,628,000 8.344% Class C
Certificate, Series 2002-A, (collectively, the "Offered Certificates"),
which Offered Certificates will be distributed by the Underwriter for
resale to the public in the manner provided in the underwriting agreement
(the "Underwriting Agreement") dated as of May 10, 2002 between the Issuer,
AmeriCredit Canada and the Underwriter;
(b) In furtherance of the issuance and sale of the Offered Certificates by the
Issuer, the Issuer and the Underwriter have signed certificates attached to
the short-form prospectus dated May 10, 2002 (the "Prospectus") relating to
the Offered Certificates;
(c) Pursuant to the Prospectus and in accordance with applicable securities
legislation, the Issuer and the Underwriter (to the best of its knowledge)
have certified that the Prospectus, together with the documents
incorporated therein by reference, constitute full, true and plain
disclosure of all material facts relating to the Offered Certificates and
that, for the purpose of the Province of Quebec, the Prospectus, as
supplemented by the permanent information record, contains no
misrepresentation that is likely to affect the value or the market price of
the Offered Certificates; and
(d) AmeriCredit Canada and AmeriCredit have agreed to indemnify the Issuer and
the Underwriter from and against losses, claims, expenses and liabilities
which the Issuer or the Underwriter may suffer or incur with respect to any
Misrepresentation (as defined herein) contained in the Prospectus (as
defined herein), or any amendment or supplement thereto, in accordance with
the terms hereof.
In consideration of the foregoing and the mutual agreements contained
herein (the receipt and adequacy of which are acknowledged), the parties agree
as follows:
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ARTICLE 1
INTERPRETATION
Section 1.1 Definitions.
(1) In this Indemnity Agreement, the following terms will have the following
meanings:
"Claim" has the meaning ascribed thereto in Section 4.1 hereof.
"Indemnified Parties" means each of the Issuer and the Underwriter, and
each of their officers, directors, employees, representatives and agents.
"Indemnity Agreement" means this Seller's representation and indemnity
covenant as amended, modified, restated or replaced from time to time, and
the expressions "herein", "hereof", "hereto", "hereunder", and similar
expressions refer to this Indemnity Agreement and not to any Article or
Section hereof.
"Misrepresentation" means (i) an untrue statement of a material fact, or
(ii) an omission to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in light of the
circumstances in which it was made; and "material fact" means a fact that
significantly affects, or that would reasonably be expected to have a
significant effect on, the market price or value of the Offered
Certificates.
(2) All capitalized terms used herein or in the recitals hereto without
definition shall have the meaning ascribed thereto in the Prospectus.
Section 1.2 Extended Meanings.
In this Indemnity Agreement, words importing the singular number include
the plural and vice versa, and words importing gender include all genders.
Section 1.3 Headings.
Article and Section headings are not to be considered part of this
Indemnity Agreement, are included solely for convenience of reference, and do
not define, limit or enlarge the construction or interpretation hereof.
Section 1.4 References to Sections and Articles.
Unless otherwise provided, all references herein to Sections or Articles
are references to Sections and Articles of this Indemnity Agreement.
Section 1.5 Proper Law of Indemnity Agreement.
This Indemnity Agreement will be governed by the laws of the Province of
Ontario and the laws of Canada applicable therein.
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Section 1.6 Invalidity of Provisions.
Save and except for any provision or covenant contained herein which is
fundamental to the subject matter of this Indemnity Agreement, the invalidity or
unenforceability of any provision or covenant hereof or herein contained will
not affect the validity or enforceability of any other provision or covenant
hereof or herein contained and any such invalid or unenforceable provision or
covenant will be deemed to be severable.
ARTICLE 2
REPRESENTATION AND WARRANTY
Section 2.1 Representation and Warranty.
AmeriCredit Canada and AmeriCredit represent and warrant to the
Indemnified Parties that the Prospectus and any supplements to the Prospectus
contain no Misrepresentation in the following sections of the Prospectus or any
amendment to the Prospectus or any corresponding section of pages 1 and 2 of the
Prospectus, the Summary in the Prospectus or definitions in Appendix "A" of the
Prospectus or any amendment to the Prospectus:
(a) The Seller;
(b) The Servicer;
(c) Guarantor;
(d) Description of the Automobile Loan Pool;
(e) Certain Legal Aspects of the Automobile Loans;
(f) Cash Flow;
(g) Use of Proceeds;
(h) Description of the Certificates;
(i) Hedging Contracts;
(j) Yield and Prepayment Considerations;
(k) Description of the Purchase Agreement and the Pooling and
Servicing Agreement;
(l) Risk Factors/ Investment Considerations;
(m) Material Contracts; and
(n) Transfer Agent and Registrar.
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ARTICLE 3
FEES AND EXPENSES
Section 3.1 Fees and Expenses Related to Indemnification.
The indemnity obligations of AmeriCredit Canada and AmeriCredit to the
Indemnified Parties in Article 4 shall include: (a) any and all reasonable
charges, fees, costs, claims, expenses, and other obligations owing by the
Indemnified Parties of any kind in respect of any Claim, including without
limitation any interest, fines or penalties payable; and (b) any and all
reasonable out-of-pocket expenses (including without limitation reasonable legal
fees and disbursements) incurred by the Indemnified Parties in investigating or
attempting to avoid any Claims or in enforcing any of their rights under this
Indemnity Agreement. All the foregoing obligations together with any amount
owing pursuant to section 4.1 hereto are collectively referred to herein as the
"Obligations".
ARTICLE 4
INDEMNITIES
Section 4.1 Indemnification.
(1) AmeriCredit Canada and AmeriCredit hereby irrevocably and
unconditionally agree to indemnify and save harmless each of the
Indemnified Parties from and against 100% of all losses (except lost
profits of the Underwriter in connection with the sale of the Offered
Certificates), claims, costs, damages, demands, expenses and
liabilities which any of the Indemnified Parties may suffer, incur or
be the subject of (whether under the provisions of any statute or
otherwise) (the "Claims"), from time to time, and which are in any way
caused by or derived directly or indirectly by reason of, from or in
consequence of:
(a) any Misrepresentation in the Prospectus or in any amendment
thereto to the date hereof or in any document incorporated by
reference therein with respect to items (a), (b), (c), (d) and
(e) of Section 2.1 of this Indemnity Agreement; or
(b) any order made or inquiry, investigation or proceeding
commenced or threatened by any regulatory authority or other
authority in Canada or in any province or territory of Canada
based upon any matter referred to in paragraph (a) above.
(2) AmeriCredit Canada and AmeriCredit hereby irrevocably and
unconditionally agree to indemnify and save harmless each of the
Indemnified Parties from and against 50% of all losses (except lost
profits of the Underwriter in connection with the sale of the Offered
Certificates), claims, costs, damages, demands, expenses and
liabilities which any of the Indemnified Parties may suffer, incur or
be the subject of (whether under the provisions of any statute or
otherwise) (the "Claims"), from time to time, and which are in any way
caused by or derived directly or indirectly by reason of, from or in
consequence of:
(a) any Misrepresentation in the Prospectus or in any amendment thereto
to the date hereof or in and document incorporated by reference
therein with respect to items
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(f), (g), (h), (i), (j), (k), (l), (m) or (n) of Section 2.1
of this Indemnity Agreement; or
(b) any order made or inquiry, investigation or proceeding
commenced or threatened by any regulatory authority or other
authority in Canada or in any province or territory of Canada
based upon any matter referred to in paragraph (a) above.
Section 4.2 Absolute Liability.
The liability of AmeriCredit Canada and AmeriCredit under this
Indemnity Agreement shall be absolute, unconditional and remain undiminished
irrespective of:
(a) any contest by AmeriCredit Canada or AmeriCredit or by any
other person or entity as to the amount of the Obligations or
the validity or enforceability of this Indemnity Agreement;s
and
(b) to the fullest extent permitted by law, any other
circumstances which might otherwise constitute a defence
available to, or a discharge of, AmeriCredit Canada or
AmeriCredit in respect of the Obligations.
Section 4.3 Joint and Several Liability.
The liability of AmeriCredit Canada and AmeriCredit under this
Indemnity Agreement shall be joint and several.
Section 4.4 Method of Asserting Claims.
(1) If any Indemnified Party receives notice of or otherwise becomes aware
of any Claim asserted against such Indemnified Party, the Indemnified
Party concerned shall forthwith notify AmeriCredit Canada and
AmeriCredit of the nature of such Claim in writing (provided that any
failure to so notify shall not affect the liability of AmeriCredit
Canada or AmeriCredit under this Section unless and only to the extent
that AmeriCredit Canada or AmeriCredit shall be actually prejudiced
thereby), which notice shall specify, in reasonable detail to the
extent then known, the nature and estimated amount of the Claim. If
AmeriCredit Canada or AmeriCredit receives notice of or otherwise
becomes aware of any Claim, it shall forthwith notify any affected
Indemnified Party of such Claim in writing, which notice shall specify,
in reasonable detail to the extent then known, the nature and estimated
amount of the Claim.
(2) AmeriCredit Canada or AmeriCredit shall, forthwith after the receipt of
notice of a Claim from an Indemnified Party or the delivery of notice
of a Claim to an Indemnified Party, as the case may be, either pay and
settle such Claim, or subject as hereinafter provided, be entitled (but
not required) to assume the defence on behalf of the Indemnified Party
of any suit brought to enforce such a Claim; provided, however, that
the defence shall be through legal counsel engaged and paid for solely
by AmeriCredit Canada or AmeriCredit and acceptable to the Indemnified
Party, acting reasonably, and no admission of liability or settlement
shall be made by AmeriCredit Canada, AmeriCredit or the Indemnified
Party without, in each case, the prior written consent of AmeriCredit
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Canada and AmeriCredit and the Indemnified Party, such consent not to
be unreasonably or arbitrarily withheld or delayed. An Indemnified
Party shall have the right to employ separate counsel in any such suit
and participate in the defence thereof, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party unless:
(a) the employment of such counsel has been authorized by AmeriCredit
Canada or AmeriCredit; (b) AmeriCredit Canada or AmeriCredit, as the
case may be, has not, within a reasonable time after receiving written
notice, employed counsel to have charge of the defence of such action;
or (c) the named parties to any such suit include the Indemnified Party
and the Indemnified Party shall have been advised by counsel that there
may be one or more legal defences available to the Indemnified Party
which are different from or in addition to those available to
AmeriCredit Canada or AmeriCredit, as the case may be (in which case
AmeriCredit Canada or AmeriCredit, as the case may be, shall not have
the right to assume the defence of such suit on behalf of the
Indemnified Party but AmeriCredit Canada or AmeriCredit, as the case
may be, shall be liable in accordance with the provisions of Section
3.1 to pay the reasonable fees and disbursements of counsel for the
Indemnified Party).
(3) If AmeriCredit Canada or AmeriCredit undertakes, conducts and controls
the settlement or defence of such Claim, AmeriCredit Canada or
AmeriCredit, as the case may be, shall permit the relevant Indemnified
Party to participate in such settlement or defence, at the option of
the Indemnified Party. Notwithstanding the foregoing, the prior written
consent of such Indemnified Party shall be required, such consent not
to be unreasonably or arbitrarily withheld or delayed, for any consent
to judgment or other similar act, or any settlement AmeriCredit Canada
or AmeriCredit proposes to enter into in respect of a Claim, which
provides for or would result in: (a) the granting of equitable relief
against such Indemnified Party; (b) any admission or deemed admission
of liability or default on the part of such Indemnified Party; or (c)
the granting of any other relief or remedy which, in the opinion of
such Indemnified Party, acting reasonably, would otherwise impair the
reputation of such Indemnified Party.
(4) If AmeriCredit Canada or AmeriCredit is unsuccessful in its defence of
a Claim in whole or in part or fails to comply with the terms of
settlement pertaining thereto and the person or entity making such
Claim is entitled to assert a right to recover any amount from an
Indemnified Party, any amount paid by such an Indemnified Party in
satisfaction of such Claim shall be added to and form part of the
Obligations.
(5) If AmeriCredit Canada or AmeriCredit does not undertake, conduct and
control the settlement or defence of a Claim forthwith following the
receipt of notice of such Claim, the relevant Indemnified Party shall
have the right, but not the obligation, upon notice to AmeriCredit
Canada and AmeriCredit to contest, settle or compromise the Claim in
its sole discretion. Any payment made by such Indemnified Party to
settle or compromise such Claim, together with the fees and expenses of
counsel incurred in connection thereto, shall be added to and form part
of the Obligations.
(6) AmeriCredit or AmeriCredit Canada shall make payment of the Obligations
in respect of any Claim forthwith after payment of such Claim is
properly made or owing by an Indemnified Party and a demand for payment
is made in writing by such an Indemnified
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Party to it, and all fees and expenses of counsel which an Indemnified
Party is entitled to receive under this Agreement shall be reimbursed
by AmeriCredit Canada or AmeriCredit as they are incurred.
(7) If any action is instituted against AmeriCredit Canada or AmeriCredit
as a result of any matter referred to in Section 4.1 hereof or if any
payment is made by AmeriCredit Canada or AmeriCredit pursuant to this
Section, AmeriCredit Canada or AmeriCredit shall not make any claim for
contribution against the Underwriter or any of the other Indemnified
Parties.
(8) Notwithstanding any other Section or provision contained in this
Indemnity Agreement, the rights to indemnity and contribution contained
in Section 4.1 hereof shall survive the Closing Date and the sale of
the Offered Certificates, and shall continue in full force and effect
unaffected by any disposition or re-distribution by any purchaser of
the Offered Certificates.
(9) Notwithstanding Section 4.1, the parties agree that AmeriCredit Canada
and AmeriCredit shall not be responsible to any Indemnified Party with
respect to any action or failure to act which constitutes negligence or
wilful misconduct on the part of such Indemnified Party.
(10) The rights of indemnity contained in Section 4.1 hereof shall not enure
to the benefit of the Underwriter if the Obligations arise from any
Claim by any purchaser who was not provided with a copy of the
Prospectus or any amendment or supplement thereto, if applicable, which
corrects any Misrepresentation which is the basis of such claim and
which was required under applicable Canadian securities laws to be
delivered to such purchaser by the Underwriter.
(11) In the event of any Claim, the defence of which is being undertaken and
controlled by AmeriCredit Canada or AmeriCredit, the relevant
Indemnified Parties will use all reasonable efforts to make available
to AmeriCredit Canada or AmeriCredit, as the case may be, those
employees whose assistance, testimony or presence is necessary to
assist AmeriCredit Canada or AmeriCredit, as the case may be, in
evaluating and in defending any such Claim; provided that AmeriCredit
Canada or AmeriCredit, as the case may be, shall be responsible for the
reasonable expense associated with any employees made available by an
Indemnified Party to AmeriCredit Canada or AmeriCredit hereunder, which
expense shall be equal to an amount to be mutually agreed upon per
person per hour or per day for each day or portion thereof that such
employees are assisting AmeriCredit Canada or AmeriCredit and which
expenses shall not exceed the actual cost to such Indemnified Party
associated with such employees. Such expense shall be added to and form
part of the Obligations.
(12) The relevant Indemnified Party shall make available to AmeriCredit
Canada or AmeriCredit, as the case may be, or their respective
representatives on a timely basis, all documents, records and other
materials in the possession of such Indemnified Parties, at the expense
of AmeriCredit Canada or AmeriCredit, as the case may be, reasonably
required by AmeriCredit Canada or AmeriCredit for its use in defending
any Claim and
9
shall otherwise cooperate on a timely basis with AmeriCredit Canada or
AmeriCredit, as the case may be, in the defence of such Claim.
Section 4.5 Contribution.
(a) In order to provide for just and equitable contribution in
circumstances in which the indemnity provided in Section 4.1
hereof is due in accordance with its terms but is, for any
reason, held to be unavailable to or unenforceable by the
Underwriter or enforceable by the Underwriter otherwise than in
accordance with its terms, to the extent permitted by applicable
law, AmeriCredit Canada and AmeriCredit and the Underwriter shall
contribute to the aggregate of all Obligations to the Underwriter
in such proportions as is appropriate to reflect the relative
benefits received by AmeriCredit Canada or AmeriCredit and the
Underwriter from the distribution of the Offered Certificates and
the relative benefits received by the Underwriter shall be deemed
to be the aggregate fee payable by AmeriCredit Canada to the
Underwriter under the Underwriting Agreement in connection with
the sale of the Offered Certificates (plus or minus the amount by
which the aggregate price paid to the Underwriter for the Offered
Certificates by purchasers exceeds or is less than the proceeds
of the Offered Certificates paid by the Underwriter to the
Issuer), and AmeriCredit Canada or AmeriCredit shall be
responsible for the balance; provided that, in any event, the
Underwriter shall not be liable to contribute, in the aggregate,
any amount in excess of such aggregate fee or any portion thereof
actually received by such Underwriter.
(b) In the event that the allocation provided by paragraph (a) above
is not permitted by applicable law, AmeriCredit Canada or
AmeriCredit and such Underwriter shall contribute to the
aggregate of all Obligations to the Underwriter in such
proportions as is appropriate to reflect not only the relative
benefits referred to in paragraph (a) but also the relative fault
of AmeriCredit Canada and AmeriCredit or the Issuer, on the one
hand, and the Underwriter, on the other hand. The relative fault
of AmeriCredit Canada, AmeriCredit and the Issuer and of the
Underwriter shall be determined by reference to, among other
things, whether a Misrepresentation or alleged Misrepresentation
or order, inquiry, investigation or other matter or thing which
resulted in such Obligations relates to information supplied by
or steps or actions taken or done by or on behalf of AmeriCredit
Canada, AmeriCredit or the Issuer, on the one hand, or to
information supplied by or steps or actions taken or done by or
on behalf of the Underwriter in its capacity as Underwriter, on
the other hand, and the relative intent, knowledge, access to
information and opportunity to correct or prevent such
Misrepresentation or alleged Misrepresentations order, inquiry,
investigation or other matter or thing (in the case of the
Underwriter, in its capacity as Underwriter).
(c) Subject to subsection 4.5(d) hereof, in the event that
AmeriCredit Canada or AmeriCredit may be held to be entitled to
contribution from the Underwriter under the provisions of any
statute or otherwise pursuant to applicable law, the entitlement
of AmeriCredit Canada or AmeriCredit, as the case may be, shall
be
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limited to an amount not exceeding the lesser of (a) the portion
of the full amount of the loss or liability giving rise to such
contribution for which the Underwriter is responsible, as
determined pursuant to subsection 4.5(a) or (b) hereof; and (b)
the amount of any fees actually received by the Underwriter under
the terms hereof plus or minus the amount by which the aggregate
price paid to the Underwriter for the Offered Certificates by
purchasers exceeds or is less than the proceeds of the Offered
Certificates paid by the Underwriter to the Issuer.
(d) If any action is instituted against AmeriCredit Canada or
AmeriCredit as a result of any matter referred to in Section 4.1
hereof or if any payment is made by AmeriCredit Canada or
AmeriCredit pursuant to this section, AmeriCredit Canada or
AmeriCredit, as the case may be, shall not make any claim for
contribution against the Underwriter or any of the other
Indemnified Parties except to the extent permitted by Section
4.2, Section 4.4 and Section 4.6 hereof.
Section 4.6 Other Rights.
The rights to indemnity and contribution provided herein shall be in
addition to and not in derogation of any other right to contribution which the
Underwriter or any other Indemnified Party may have by statute or otherwise
pursuant to applicable law.
Section 4.7 Subsequent Payments.
If, after payment by AmeriCredit Canada or AmeriCredit of any Claim,
any Indemnified Party should receive any payment in respect thereof from a third
party, such Indemnified Party shall hold such payment in trust for, and promptly
upon receipt remit such payment to AmeriCredit Canada or AmeriCredit, as the
case may be.
ARTICLE 5
MISCELLANEOUS
Section 5.1 Binding Effect.
(a) The provisions of this Indemnity Agreement shall be binding upon
and enure to the benefit of AmeriCredit Canada, AmeriCredit, the
Issuer, the Underwriter and their respective successors and
permitted assigns.
(b) The Underwriter hereby holds AmeriCredit Canada's and
AmeriCredit's obligations hereunder in trust for the benefit of
all Indemnified Parties other than the signatories hereto.
Section 5.2 Successors and Assigns
Any change or changes in the name or reorganization (whether by way of
reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or
otherwise) of AmeriCredit Canada or AmeriCredit or their respective businesses
shall not affect or in any way limit or lessen the liability of AmeriCredit
Canada or AmeriCredit hereunder. This Indemnity Agreement may not
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be assigned without the prior written consent of the other parties hereto and
shall be binding upon the parties hereto and their respective successors and
permitted assigns. The Underwriter or any other Indemnified Party shall be
entitled to assign any or all of the benefits hereunder without limitation in
the event that such Person assigns any or all of its benefits under the
Underwriting Agreement, but only to the extent of such assignment and only to
the assignee of such benefits.
Section 5.3 No Limitation.
This Indemnity Agreement is in addition to and without limitation of any
other indemnity or indemnities made in favour of the Indemnified Parties in
connection with the transactions contemplated by the Prospectus.
Section 5.4 Governing Law
This Indemnity Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the laws of Canada applicable
therein.
Section 5.5 Attornment
For the purpose of all legal proceedings this Indemnity Agreement shall be
deemed to have been performed in the Province of Ontario and the courts of the
Province of Ontario shall have jurisdiction to entertain any action arising
under this Agreement. AmeriCredit Canada, AmeriCredit, the Issuer and the
Underwriter each hereby attorns to the jurisdiction of the courts of the
Province of Ontario.
Section 5.6 Notices.
All notices and other communications provided for hereunder must, unless
otherwise stated herein, be in writing and faxed or delivered, as to each party
hereto, at its address set forth under its name on the signature pages hereof or
at such other address designated by such party in a written notice in the manner
contemplated in this Section 5.4 to the other parties hereto. Any such notice or
other communication shall be deemed to have been given as of the date received,
if received prior to 4:00 p.m. on a Business Day; if received on a day other
than a Business Day or on a Business Day after 4:00 p.m., any such notice been
shall deemed to have given on the next following Business Day.
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Section 5.7 Counterparts.
This Indemnity Agreement may be executed in counterparts (including
counterparts by facsimile), each of which shall be deemed to be an original and
which together shall constitute one and the same agreement.
IN WITNESS WHEREOF the parties have executed this Indemnity Agreement.
AMERICREDIT FINANCIAL
SERVICES OF CANADA LTD.
By: ______________________________________
Name: Preston A. Miller
Title: Executive Vice President and Treasurer
By: ______________________________________
Name: J. Michael May
Title: Senior Vice President
Address for Notices:
AmeriCredit Financial Services, Inc.
801 Cherry Street
Ft. Worth, TX 76102
Attention: Michael May
Facsimile: (817) 302-7915
AMERICREDIT CORP.
By: ______________________________________
Name: Preston A. Miller
Title: Executive Vice President
By: ______________________________________
Name: J. Michael May, Senior Vice President
Address for Notices:
AmeriCredit Financial Services, Inc.
801 Cherry Street
Ft. Worth, TX 76102
Attention: Michael May
Facsimile: (817) 302-7915
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MERRILL LYNCH FINANCIAL
ASSETS INC.
By: ______________________________________
Name: Susan Rimmer
Title: Chief Financial Officer
By: ______________________________________
Name: Lynn K. Patterson
Title: President
Address for Notices:
Merrill Lynch Canada Inc.
BCE Place, Bay-Wellington Tower
181 Bay Street, 5/th/ Floor
Toronto, ON M5J 2V8
Attention: Susan Rimmer
Facsimile: (416) 369-2106
MERRILL LYNCH CANADA INC.
By: ______________________________________
Name: Ana Sainz
Title: Authorized Signatory
Address for Notices:
Merrill Lynch Canada Inc.
BCE Place, Bay-Wellington Tower
181 Bay Street, 5/th/ Floor
Toronto, ON M5J 2V8
Attention: Susan Rimmer
Facsimile: (416) 369-2106