AMENDED AND RESTATED SECURITY AGREEMENT BY AND AMONG

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AMENDED AND RESTATED
SECURITY AGREEMENT

BY AND AMONG

CP FUNDING CORP., as Borrower,

THE CHASE MANHATTAN BANK,
as Administrative Agent on behalf
of the Secured Parties

AND

THE SEVERAL SECURED PARTIES AND FUNDING AGENTS
PARTY HERETO FROM TIME TO TIME

Dated as of September 21, 1999

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TABLE OF CONTENTS

PAGE
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ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

ARTICLE II

THE COLLATERAL

Section 2.1 Grant of Security Interest by the Borrower. . . . . . . . . . . . . .3
Section 2.2 No Transfer of Duties . . . . . . . . . . . . . . . . . . . . . . . .4
Section 2.3 Termination and Release of Rights . . . . . . . . . . . . . . . . . .5

ARTICLE III

THE ADMINISTRATIVE AGENT

Section 3.1 Appointment and Powers. . . . . . . . . . . . . . . . . . . . . . . .7
Section 3.2 Performance of Duties . . . . . . . . . . . . . . . . . . . . . . . .7
Section 3.3 Limitation on Liability . . . . . . . . . . . . . . . . . . . . . . .7
Section 3.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Section 3.5 Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . .8
Section 3.6 Waiver of Setoffs . . . . . . . . . . . . . . . . . . . . . . . . . .9
Section 3.7 Control by the Required Lending Groups. . . . . . . . . . . . . . . .9
Section 3.8 Successor Administrative Agent. . . . . . . . . . . . . . . . . . . .9
Section 3.9 Notices to Funding Agents . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER

Section 4.1 Representations and Warranties of the Borrower. . . . . . . . . . . 11
Section 4.2 Covenants of the Borrower . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE V

REQUIRED LENDING GROUPS; INTERCREDITOR PROVISIONS

Section 5.1 Authority of Required Lending Groups. . . . . . . . . . . . . . . . 20
Section 5.2 Rights of Secured Parties . . . . . . . . . . . . . . . . . . . . . 20
Section 5.3 Degree of Care. . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE VI

TERMINATION EVENTS; REMEDIES

Section 6.1 Termination Events; Remedies. . . . . . . . . . . . . . . . . . . . 22
Section 6.2 Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . 25
Section 6.3 No Remedy Exclusive . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VII

FUNDINGS; THE VFN

Section 7.1 Loans to Borrower; Funding Procedures; the VFN. . . . . . . . . . . 26
Section 7.2 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . 38
Section 7.3 Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.4 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.5 Payments Generally. . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 7.6 Broken Funding. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 7.7 Conversion and Continuation of Outstanding Advances Made
by the APA Banks. . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 7.8 Illegality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 7.9 Inability to Determine Eurodollar Rate. . . . . . . . . . . . . . . 42
Section 7.10 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 8.2 Indemnity for Reserves and Expenses . . . . . . . . . . . . . . . . 45
Section 8.3 Indemnity for Taxes . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 8.4 Other Costs, Expenses and Related Matters . . . . . . . . . . . . . 49

ARTICLE IX

MISCELLANEOUS

Section 9.1 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 9.2 Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 9.3 Amendments; Waivers . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 9.4 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 9.5 Nonpetition Covenant. . . . . . . . . . . . . . . . . . . . . . . . 52
Section 9.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 9.7 Term of this Agreement. . . . . . . . . . . . . . . . . . . . . . . 53
Section 9.8 Assignments; Third-Party Rights . . . . . . . . . . . . . . . . . . 53
Section 9.9 Consent of Required Lending Groups. . . . . . . . . . . . . . . . . 54
Section 9.10 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.11 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.12 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 9.13 No Recourse Against Certain Parties . . . . . . . . . . . . . . . . 54
Section 9.14 Respective Rights of the Borrower and the Secured Parties in the
Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 9.15 Consents to Jurisdiction. . . . . . . . . . . . . . . . . . . . . . 55
Section 9.16 Trial by Jury Waived. . . . . . . . . . . . . . . . . . . . . . . . 56
Section 9.17 Liabilities and Rights of Funding Agents. . . . . . . . . . . . . . 56
Section 9.18 CP Lenders Generally. . . . . . . . . . . . . . . . . . . . . . . . 58
Section 9.19 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

AMENDED AND RESTATED SECURITY AGREEMENT

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of September 21,
1999 (as amended, supplemented or otherwise modified and in effect from time to
time, this "AGREEMENT"), by and among CP FUNDING CORP., a Nevada corporation
(the "BORROWER"), THE CHASE MANHATTAN BANK, a New York banking corporation, as
administrative agent on behalf of the Secured Parties (together with its
successors and assigns in such capacity, the "ADMINISTRATIVE AGENT") and THE
SEVERAL SECURED PARTIES AND FUNDING AGENTS PARTY HERETO FROM TIME TO TIME.

W I T N E S S E T H :

WHEREAS, certain parties hereto have entered into a Security
Agreement, dated as of October 8, 1997 (as amended to the date hereof, the
"ORIGINAL AGREEMENT");

WHEREAS, the parties hereto intend to amend and restate the Original
Agreement on the terms and conditions specified herein;

WHEREAS, pursuant to the Amended and Restated Sale and Servicing
Agreement, dated as of September 21, 1999 (as amended, supplemented or otherwise
modified and in effect from time to time, the "SALE AND SERVICING AGREEMENT"),
among the Seller, the Servicer, the Backup Servicer, the Borrower, and the
Administrative Agent, the Seller intends to sell to the Borrower from time to
time all of its right, title and interest in and to certain receivables and the
other property specified therein; and

WHEREAS, the Borrower desires to obtain financing for the purchase of
such receivables; and

WHEREAS, it is a condition, among others, to the Borrower's obtaining
advances hereunder that the Borrower grant to the Administrative Agent on behalf
of the Secured Parties a first priority security interest in all of the
Borrower's

right, title and interest in and to the Receivables and the other property
specified herein;

NOW THEREFORE, for good and valuable consideration, the adequacy,
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 DEFINED TERMS. Terms defined in Annex A to the Sale
and Servicing Agreement, unless otherwise defined herein, shall have such
defined meanings when used herein.

ARTICLE II

THE COLLATERAL

Section 1.2 GRANT OF SECURITY INTEREST BY THE BORROWER.

(1) The Borrower hereby grants to the Administrative Agent, on
behalf of and for the benefit of the Secured Parties to secure the payment and
performance of the respective Secured Obligations, a security interest in all of
the Borrower's right, title and interest, whether now owned or hereafter
acquired and wherever located, in, to and under all accounts, contract rights,
general intangibles, chattel paper, instruments, documents, money, cash, deposit
accounts, certificates of deposit, goods, letters of credit, advices of credit
securities investment property, financial assets, security entitlements or
instruments consisting of, arising from or relating to any of the following
property: (i) the Receivables; (ii) the Other Conveyed Property related thereto;
(iii) the rights of the Borrower under the Sale and Servicing Agreement and each
Receivables Sale Agreement entered into between the Seller and the Borrower
pursuant to the Sale and Servicing Agreement, including, but not limited to, the
right to cause the Seller to repurchase Receivables from the Borrower under
certain circumstances; (iv) all amounts required to be deposited, or delivered
to the Administrative Agent for deposit, from time to time to the Collection
Account; (v) the Pledged Accounts and all funds on deposit from time to time in
Pledged Accounts and all property credited thereto, and in all investments and
proceeds thereof (including all income thereon); (vi) all funds on deposit from
time to time in the Lockbox Account and all property credited thereto and all
rights and benefits of the Borrower under the Lockbox Agreement; (vii) all
amounts owing to the Borrower and all other rights of the Borrower under any
Hedge Contract; and (viii) all present and future claims, demands, causes and
choses in action in respect of any or all of the foregoing and all payments on
or under and all proceeds of every kind and nature whatsoever in respect of any
and all of the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivables, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, investment property,
financial assets, security entitlements or instruments and other property which
at any time constitute all or part of or are included in the proceeds of any of
the foregoing (collectively, the "COLLATERAL").

The Administrative Agent, for the benefit of the Secured Parties,
acknowledges such grant of a security interest.

(2) On and as of each Receivables Sale Date, the Borrower hereby
makes the representations and warranties set forth in Exhibit A hereto as to the
Receivables pledged to the Secured Parties on each such date, on which the
Secured Parties shall rely in advancing funds to the Borrower under this
Agreement.

(3) In order to effect the provisions and purposes of this
Agreement, including for the purpose of perfecting the security interests
granted hereunder, the Borrower represents and warrants that it has, prior to or
on the date of this Agreement, executed and filed or caused to be filed
appropriate UCC-1 financing statements in Nevada and Texas and has taken all
other action necessary to ensure that the Administrative Agent, as agent for the
Secured Parties, has a first priority perfected security interest in all of the
Collateral that can be perfected by the filing of a financing statement.
Furthermore, on and as of each Receivables Sale Date, the Borrower hereby
represents and warrants that the Borrower and the Seller have taken all other
steps necessary under all applicable law in order to cause to exist in favor of
the Administrative Agent, on behalf of the Secured Parties, a valid, subsisting
and enforceable first priority perfected security interest in the Borrower's
first priority perfected security interest in the Financed Vehicle securing each
Receivable pledged hereunder on such date (and the proceeds of such Financed
Vehicle) (PROVIDED, HOWEVER, that, prior to (X) the occurrence of a Servicer
Termination Event, a Potential Servicer Termination Event, a Termination Event
or a Potential Termination Event and the request by the Administrative Agent or,
(Y) at any time, the request by the Required Lending Groups, for the recordation
of the Borrower's and/or the Administrative Agent's lien on such Financed
Vehicle's certificate of title, no such recordation shall be required), and such
security interest is and shall be prior to all other liens upon and security
interests in such Financed Vehicle that now exist or may hereafter arise or be
created.

Section 1.3 NO TRANSFER OF DUTIES. The security interests granted
hereby are granted as security only and shall not (i) transfer or in any way
affect or modify, or relieve the Borrower from, any obligation to perform or
satisfy any term, covenant, condition or agreement to be performed or satisfied
by the

Borrower under or in connection with this Agreement or any other Basic
Agreement to which it is a party or (ii) impose any obligation on any of the
Secured Parties or the Administrative Agent to perform or observe any such
term, covenant, condition or agreement or impose any liability on any of the
Secured Parties or the Administrative Agent for any act or omission on its
part relative thereto or for any breach of any representation or warranty on
its part contained therein or made in connection therewith except, in each
case, to the extent specifically provided herein and in the other Basic
Agreements.

Section 1.4 TERMINATION AND RELEASE OF RIGHTS.

(1) On each VFN Prepayment Date, the Administrative Agent shall, at
the expense of the Borrower: execute such instruments of release with respect to
the Prepayment Related Collateral, in recordable form if necessary, in favor of
the Borrower as the Borrower may reasonably request; deliver any Prepayment
Related Collateral in its possession to the Borrower; and otherwise take such
actions, and/or cause or permit the Servicer to take such actions, at the
Borrower's expense, as are necessary and appropriate to release the lien of this
Agreement and release and deliver to the Borrower the Prepayment Related
Collateral.

(2) On the Termination Date, except as otherwise provided herein,
the rights, remedies, powers, duties, authority and obligations conferred upon
the Administrative Agent and each Secured Party pursuant to this Agreement shall
terminate and be of no further force and effect and all rights, remedies,
powers, duties, authority and obligations of the Administrative Agent and each
Secured Party with respect to the Collateral shall be automatically released.
On the Termination Date, the Administrative Agent and each Secured Party agrees,
at the expense of the Borrower, to execute such instruments of release, in
recordable form if necessary, in favor of the Borrower as the Borrower may
reasonably request, to deliver any Collateral in its possession to the Borrower,
and otherwise to take such actions, and/or cause or permit the Servicer to take
such actions, as are necessary and appropriate to release the lien of this
Agreement and release and deliver to the Borrower the Collateral.

(3) To the extent, if any, otherwise required of the Borrower by
the terms of any Basic Agreement and permitted by the terms hereof and thereof,
the Administrative Agent may, and otherwise upon the prior written instructions
of

a respective Authorized Officer of each Funding Agent that is a member of the
Required Lending Groups, the Administrative Agent shall, at the expense of
the Borrower take (in each case) such steps as may be necessary, or as the
Borrower, in a manner consistent with the Basic Agreements, may reasonably
request, to release the interests of the Secured Parties in any items of the
Collateral, including but not limited to redelivering and reassigning to the
Borrower any releases necessary to permit the Borrower to transfer its
interest in such items of the Collateral in accordance with the terms of the
Basic Agreements.

ARTICLE III

THE ADMINISTRATIVE AGENT

Section 1.5 APPOINTMENT AND POWERS. The Secured Parties hereby
appoint The Chase Manhattan Bank as the Administrative Agent, and The Chase
Manhattan Bank has accepted such appointment and has agreed to act as
Administrative Agent with respect to the Collateral for the Secured Parties and
to perform the other duties of the Administrative Agent in accordance with the
provisions of this Agreement and the other Basic Agreements.

Section 1.6 PERFORMANCE OF DUTIES. The Administrative Agent shall
have no duties or responsibilities except those expressly set forth in this
Agreement and the other Basic Agreements to which the Administrative Agent is a
party or as directed by the Required Lending Groups in accordance with this
Agreement. The Administrative Agent shall not be required to take any
discretionary actions hereunder except at the written direction and with the
indemnification of the Required Lending Groups.

Section 1.7 LIMITATION ON LIABILITY. Neither the Administrative
Agent nor any of its directors, officers or employees, shall be liable for any
action taken or omitted to be taken by it or them hereunder, or in connection
herewith, except that the Administrative Agent shall be liable for its gross
negligence, bad faith or willful misconduct; nor shall the Administrative Agent
be responsible for the validity, effectiveness, value, sufficiency or
enforceability against the Seller, the Servicer or the Borrower of this
Agreement or any of the Collateral (or any part thereof). Notwithstanding any
term or provision of this Agreement, the Administrative Agent shall incur no
liability to the Seller, the Servicer, the Borrower, the Funding Agents or the
Secured Parties for any action taken or omitted by the Administrative Agent in
connection with the Collateral, except for the gross negligence, bad faith or
willful misconduct on the part of the Administrative Agent, and shall incur no
liability to the Seller, the Servicer, the Borrower, the Funding Agents or the
Secured Parties except for gross negligence, bad faith or willful misconduct in
carrying out its duties. Subject to Section 3.4, the Administrative Agent shall
be protected and shall incur no liability to any such party in relying upon the
genuineness of any notice, demand, certificate, signature, instrument or other
document reasonably believed by the Administrative Agent to be genuine and to
have been duly executed by the appropriate signatory, and

(absent actual knowledge to the contrary) the Administrative Agent shall not
be required to make any independent investigation with respect thereto. The
Administrative Agent shall at all times be free independently to establish to
its reasonable satisfaction, but shall have no duty to independently verify,
the existence or nonexistence of facts that are a condition to the exercise
or enforcement of any right or remedy hereunder or under any of the other
Basic Agreements. The Administrative Agent may consult with counsel, and
shall not be liable for any action taken or omitted to be taken by it
hereunder in good faith and in accordance with the advice of such counsel.
The Administrative Agent shall not be under any obligation to exercise any of
the remedial rights or powers vested in it by this Agreement or to follow any
direction from the Required Lending Groups or any Secured Party, unless it
shall have received reasonable security or indemnity satisfactory to the
Administrative Agent against the costs, expenses and liabilities which might
be incurred by it.

Section 1.8 INDEMNIFICATION. The Borrower shall indemnify the
Administrative Agent, its directors, officers, employees and agents for, and
hold the Administrative Agent, its directors, officers, employees and agents
harmless against, any loss, liability or expense (including the costs and
expenses of defending against any claim of liability) arising out of or in
connection with the Administrative Agent's acting as Administrative Agent
hereunder, except such loss, liability or expense as shall result from the gross
negligence, bad faith or willful misconduct of the Administrative Agent or its
officers or agents. The obligation of the Borrower under this Section 3.4 shall
survive the termination of this Agreement and the resignation or removal of the
Administrative Agent.

Section 1.9 COMPENSATION AND REIMBURSEMENT. The Borrower agrees for
the benefit of the Secured Parties and as part of the Secured Obligations (a) to
pay to the Administrative Agent, from time to time, reasonable compensation for
all services rendered by it hereunder as set forth in the Fee Letter (which
compensation shall not be limited by any provision of law in regard to the
compensation of a collateral trustee); and (b) to reimburse the Administrative
Agent upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Administrative Agent in accordance with any provision
of, or carrying out its duties and obligations under, this Agreement (including
the reasonable compensation and fees and the expenses and disbursements of its
agents, any independent certified public accountants and independent counsel),
except any expense, disbursement or advances as may be attributable to gross

negligence, bad faith or willful misconduct on the part of the Administrative
Agent.

Section 1.10 WAIVER OF SETOFFS. The Administrative Agent hereby
expressly waives any and all rights of setoff that the Administrative Agent may
otherwise at any time have under applicable law with respect to any Pledged
Account and agrees that amounts in the Pledged Accounts shall at all times be
held and applied solely in accordance with the provisions hereof and of the
other Basic Agreements.

Section 1.11 CONTROL BY THE REQUIRED LENDING GROUPS. To the extent
the Administrative Agent is entitled to consent to or withhold its consent to
any waiver or amendment of this Agreement or the other Basic Agreements in
accordance with the terms hereof or thereof or otherwise take or omit to take
action upon the occurrence of a Servicer Termination Event, a Potential Servicer
Termination Event, Termination Event or Potential Termination Event, the
Administrative Agent shall (a) give prompt notice to the Funding Agents of any
such waiver, amendment, Servicer Termination Event, Potential Servicer
Termination Event, Termination Event or Potential Termination Event of which it
is aware and (b) take such action with respect to such waiver, amendment,
Servicer Termination Event, Potential Servicer Termination Event, Termination
Event or Potential Termination Event as shall be directed by the Funding Agents
of all Lending Groups (unless the direction of the Required Lending Groups is
expressly required with respect to a particular provision).

Section 1.12 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative
Agent may, upon 15 days' notice to each Funding Agent (with a copy to the
Seller), and the Administrative Agent will, at the direction of the Required
Lending Groups, resign as Administrative Agent; PROVIDED, in either case, that
such resignation shall not become effective until a successor Administrative
Agent has been appointed hereunder in accordance with the next sentence. If the
Administrative Agent shall resign as Administrative Agent under this Agreement,
then all Lending Groups shall appoint from among the APA Banks and Funding
Agents a successor agent, whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent, effective upon its
acceptance of such appointment and its delivery of a duly executed counterpart
of this Agreement and an acknowledgment of such appointment to each Funding

Agent, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement. After the retiring Administrative Agent's resignation hereunder
as Administrative Agent, the provisions of this Article III shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

The resigning Administrative Agent shall be entitled to compensation
accrued up to the date of resignation. The resigning Administrative Agent shall
be liable (under the terms hereof) for its actions or inaction prior to the
effective date of resignation.

Section 1.13 NOTICES TO FUNDING AGENTS. The Administrative Agent
shall promptly (and in any case no later than five (5) Business Days from
receipt) forward to the Funding Agents copies of any report, certificate or
other document delivered by the Borrower, the Servicer or the Seller to the
Administrative Agent under the Basic Agreements.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE BORROWER

Section 1.14 REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower represents and warrants to the Administrative Agent, the Funding Agents
and the Secured Parties as of the date hereof, the Effective Date and each
Funding Date that:

(1) CORPORATE EXISTENCE AND POWER. The Borrower is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all corporate power and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business in each jurisdiction in which its business is now conducted.

(2) CORPORATE AND GOVERNMENTAL AUTHORIZATION; CONTRAVENTION. The
execution, delivery and performance by the Borrower of this Agreement and the
other Basic Agreements to which it is a party are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate action,
require no action by or in respect of, or filing with, any governmental body,
agency or official, and do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the Certificate of Incorporation
or Bylaws of the Borrower or of any agreement, judgment, injunction, order,
decree or other instrument binding upon the Borrower or result in the creation
or imposition of any Lien on assets of the Borrower (other than the Lien of this
Agreement), or require the consent or approval of, or the filing of any notice
or other documentation with, any governmental authority or other Person.

(3) BINDING EFFECT. Each of this Agreement and the other Basic
Agreements to which it is a party constitutes the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, subject to applicable bankruptcy, insolvency, moratorium or other
similar laws affecting the rights of creditors.

(4) ACCURACY OF INFORMATION. All information heretofore furnished
by the Borrower to the Administrative Agent, the Funding Agents and the Secured
Parties for purposes of, or in connection with, this Agreement or any

transaction contemplated hereby is, and all such information hereafter furnished
by the Borrower to the Administrative Agent and the Secured Parties will be,
true and accurate in every material respect, on the date such information is
stated or certified.

(5) TAX STATUS. All tax returns (Federal, state and local)
required to be filed with respect to the Borrower have been filed (which filings
may be made by an Affiliate of the Borrower on a consolidated basis covering the
Borrower and other Persons), and there has been paid or adequate provision made
for the payment of all taxes, assessments and other governmental charges in
respect of the Borrower (or in the event consolidated returns have been filed,
with respect to the Persons subject to such returns).

(6) ACTION, SUITS. There are no actions, suits or proceedings
pending or threatened against or affecting the Borrower or any Affiliate of the
Borrower or their respective properties, in or before any court, arbitrator or
other body, which may have a material adverse effect on the Borrower's ability
to perform its obligations hereunder or under the other Basic Agreements.

(7) USE OF PROCEEDS. The proceeds of any Funding will be used by
the Borrower to acquire the Receivables and related Other Conveyed Property with
respect thereto from the Seller pursuant to the Sale and Servicing Agreement.

(8) PLACE OF BUSINESS. The chief place of business and chief
executive office of the Borrower are located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and the offices where the Borrower keeps all of its books
and records are located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇.

(9) MERGER AND CONSOLIDATION. The Borrower has not changed its
name, merged with or into or been consolidated with any other corporation or
been the subject of any proceeding under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code
(Bankruptcy).

(10) SOLVENCY. The Borrower is not insolvent and will not be
rendered insolvent immediately following the consummation on the Effective Date
and on any Funding Date of the transactions contemplated by this Agreement and
the other Basic Agreements, including (but not limited to) the pledge by the

Borrower to the Administrative Agent of the Collateral in accordance with this
Agreement.

(11) NO TERMINATION EVENT. After giving effect to each Funding, no
Potential Termination Event or Termination Event exists.

(12) COMPLIANCE. The Borrower has complied in all material respects
with all Requirements of Law in respect of the conduct of its business and
ownership of its property.

(13) NOT AN INVESTMENT COMPANY. The Borrower is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended,
or is exempt from all provisions of such Act.

(14) ERISA. The Borrower is in compliance in all material respects
with ERISA, and no lien in favor of the Pension Benefit Guaranty Corporation on
any of the Receivables or Other Conveyed Property shall exist.

(15) SUBSIDIARIES. The Borrower does not have any Subsidiaries.

(16) CAPITAL STOCK. The Borrower has neither sold nor pledged any
of its common stock to any entity other than the Seller.

(17) NO MATERIAL ADVERSE CHANGE. Since June 30, 1999, there has
been no material adverse change in the business, assets, operations, prospects
or conditions (financial or otherwise) of the Seller, the Borrower or the
Servicer, either individually or taken as a whole.

(18) CHARACTERISTICS OF RECEIVABLES. Each of the statements listed
on Exhibit A hereto is true and correct.

Any document, instrument, certificate or notice delivered to the
Administrative Agent or the Secured Parties by, or on behalf of, the Borrower or
its Affiliates hereunder or under the other Basic Agreements shall be deemed a
representation and warranty of the contents thereof by the Borrower.

The representations and warranties set forth in this Section 4.1 shall
survive the pledge and assignment of the Collateral to the Administrative Agent
for

the benefit of the Secured Parties. Upon discovery by the Borrower, the
Secured Parties or the Administrative Agent of a breach of any of the
foregoing representations and warranties, the party discovering such breach
shall give prompt written notice to the others.

Section 1.15 COVENANTS OF THE BORROWER. The Borrower hereby
covenants with the Administrative Agent and the Secured Parties that, for so
long as this Agreement shall be in effect:

(1) PRESERVATION OF COLLATERAL. Subject to the rights, powers and
authorities granted to the Administrative Agent and the Secured Parties in this
Agreement, the Borrower shall take such action as is necessary and proper with
respect to the Collateral in order to preserve and maintain such Collateral and
to cause (subject to the rights of the Secured Parties) the Administrative Agent
to perform its obligations with respect to such Collateral as provided herein.
The Borrower will do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, such instruments of transfer or take such
other steps or actions as may be necessary, or required by the Required Lending
Groups, to perfect the security interests granted hereunder in the Collateral,
to ensure that such security interests rank prior to all other Liens and to
preserve the priority of such security interests and the validity and
enforceability thereof. Upon any delivery or substitution of Collateral, the
Borrower shall be obligated to execute such documents and perform such actions
as are necessary to create in the Administrative Agent for the benefit of the
Secured Parties a valid first Lien on, and valid and perfected first priority
security interest in, the Collateral so delivered and to deliver such Collateral
to the Administrative Agent, free and clear of any other Lien, together with
satisfactory assurances thereof, and to pay any reasonable costs incurred by any
of the Secured Parties or the Administrative Agent (including its agents) or
otherwise in connection with such delivery. The Borrower will not take any
action to cause the Collateral or any portion thereof to be an instrument (as
such term is defined in the Relevant UCC).

(2) NOTICES. In the event that the Borrower acquires knowledge of
the occurrence and continuance of any Termination Event or Potential Termination
Event under any of the Basic Agreements, the Borrower shall immediately give
notice thereof to the Administrative Agent and the Funding Agents. The Funding
Agents shall immediately forward such notices to the Secured Parties.

(3) WAIVER OF STAY OR EXTENSION LAWS; MARSHALLING OF ASSETS. To
the fullest extent permitted by applicable law, the Borrower will not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any appraisement, valuation, stay, extension or redemption law
wherever enacted, now or at any time hereafter in force, in order to prevent or
hinder the enforcement of this Agreement or any absolute sale of the Collateral
or any part thereof, or the possession thereof by any purchaser at any sale
under Article VI of this Agreement; and the Borrower, to the fullest extent
permitted by applicable law, for itself and all who may claim under it, hereby
waives the benefit of all such laws, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Administrative
Agent, but will suffer and permit the execution of every such power as though no
such law had been enacted.

(4) NONINTERFERENCE, ETC. The Borrower shall not (i) except to the
extent expressly permitted or contemplated by Section 5.2 of the Sale and
Servicing Agreement, waive or alter, or permit to be waived or altered any of
its rights under the Collateral (or any agreement or instrument relating
thereto) without the prior written consent of the Administrative Agent (acting
at the direction of the Required Lending Groups); or (ii) fail to pay any tax,
assessment, charge or fee levied or assessed against the Collateral, or to
defend any action, if such failure to pay or defend may adversely affect the
priority or enforceability of the Borrower's right, title or interest in and to
the Collateral or the Administrative Agent's lien on, and security interest in,
the Collateral for the benefit of the Secured Parties; or (iii) take any action,
or fail to take any action, if such action or failure to take action will
interfere with the enforcement of any rights under the Basic Agreements.

(5) CHANGE IN NAME, STRUCTURE, ETC. The Borrower shall not change
its name, identity or corporate structure unless it shall have given the
Administrative Agent at least 30 days' prior written notice thereof, shall have
effected any necessary or appropriate filings of financing statements or
amendments thereto, and shall have delivered to the Administrative Agent an
Opinion of Counsel either (a) stating that, in the opinion of such counsel, such
action has been taken with respect to the execution and filing of any amendments
to previously recorded financing statements and continuation statements and
other actions as are necessary to perfect, maintain and protect the lien and
security

interest of the Administrative Agent (and the priority thereof), on behalf of
the Secured Parties, with respect to such Collateral and reciting the details
of such action, or (b) stating that, in the opinion of such counsel, no such
action is necessary to maintain such perfected lien and security interest.

(6) RELOCATION OF THE BORROWER. The Borrower shall not change its
chief executive office unless it gives the Administrative Agent at least 30
days' prior written notice thereof. If the Borrower relocates its chief
executive office or principal place of business from ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, the Borrower shall effect whatever appropriate recordations
and filings are necessary and shall provide an Opinion of Counsel to the
Administrative Agent, on behalf of the Required Lending Groups, to the effect
that, upon the recording of any necessary assignments or amendments to
previously-recorded assignments and filing of any necessary amendments to the
previously filed financing or continuation statements or upon the filing of one
or more specified new financing statements, and the taking of such other actions
as may be specified in such opinion, the security interests in the Collateral
shall remain, after such relocation, valid and perfected.

(7) LIMITATIONS ON ACTIVITIES. The Borrower shall not, without the
prior written consent of the Administrative Agent (acting at the direction of
all Lending Groups):

(1) engage in any business or activity other than those
set forth in Article III of the Borrower's Articles of Incorporation;

(2) incur any indebtedness, assume or guaranty any
indebtedness of any other entity, other than any indebtedness to the
Seller thereof incurred in connection with the acquisition of
Receivables and Other Conveyed Property, which indebtedness shall be
subordinated as set forth in the Receivables Purchase Note, or engage
in any transactions with any Affiliates, except as contemplated under
this Agreement and the other Basic Agreements (PROVIDED that this
clause shall not be deemed to prohibit the sale of Receivables, on
arm's-length terms, to an Affiliate of the Borrower in connection with
an Optional Prepayment pursuant to this

Agreement; PROVIDED FURTHER that no such sales shall be permitted to be
made to AmeriCredit Financial Services, Inc.);

(3) institute proceedings to be adjudicated bankrupt or
insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against it, or file a petition seeking or consent to
reorganization or relief under any applicable federal or state law
relating to bankruptcy, or consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar
official) of the corporation or a substantial part of its property, or
make any assignment for the benefit of creditors, or admit in writing
its inability to pay its debts generally as they become due, or take
corporate action in furtherance of any such action, in each case,
without the affirmative vote of 100% of the members of the Board of
Directors of the Borrower, which Board of Directors must have at least
one "independent" director;

(4) fail to (A) to the extent the Borrower's office is
located in the offices of the Seller or any Affiliate of the Seller,
pay fair market rent for its executive office space located in the
offices of the Seller or any Affiliate of Seller, (B) maintain the
Borrower's books, financial statements, accounting records and other
corporate documents and records separate from those of the Seller or
any other entity, (C) not commingle the Borrower's assets with those
of the Seller or any other entity, (D) act solely in its corporate
name and through its own authorized officers and agents, (E) make
investments directly or by brokers engaged and paid by the Borrower or
its agents (PROVIDED that if any such agent is an Affiliate of the
Borrower, it shall be compensated at a fair market rate for its
services), (F) separately manage the Borrower's liabilities from those
of the Seller or any Affiliates of the Seller and pay its own
liabilities, including all administrative expenses, from its own
separate assets, and (G) pay from the Borrower's own assets all
obligations and indebtedness of any kind incurred by the Borrower;

(5) amend, alter, change or repeal Articles III, VIII,
XIII, XV or XVI of its Certificate of Incorporation as in effect on
the date hereof;

(6) make any payment, including without limitation, on
the Receivables Purchase Note, or otherwise make any distributions,
including by way of dividend, to its parent, AmeriCredit Financial
Services, Inc., if: (A) any Termination Event or Potential Termination
Event has then occurred and remains continuing or would result from
such payment or other distribution; or (B), after giving effect
thereto, the Borrower's net worth, determined in accordance with GAAP
(but exclusive of funds that constitute the Collection Account Reserve
and exclusive of the value of the Hedge Contract(s)), would be less
than the greater of (x) five percent (5%) of the VFN Balance and (y)
five percent (5%) of the largest VFN Balance that had at any time
during the Facility Term been outstanding;

(7) transfer any shares of its common stock, or issue
additional shares of its common stock or any other equity interests in
the Borrower to any Person other than the Seller or acquire any shares
of stock or equity interest in any other entity or have any
subsidiaries; and

(8) merge with or into or be consolidated with any
other corporation.

(8) FINANCIAL REPORTING. The Borrower will maintain for itself a
system of accounting established and administered in accordance with GAAP, and
will furnish to the Administrative Agent for the benefit of the Secured Parties:

(1) QUARTERLY REPORTING. Within forty-five (45) days
after the close of the first three quarterly periods of each of the
Borrower's fiscal years, for AmeriCredit Corp., consolidated and
consolidating unaudited balance sheets (which shall include those of
the Borrower and the Servicer) as at the close of such period and
consolidated and consolidating related statements of operations and
cash flows for the period from the beginning of such fiscal year to

the end of such quarter, all certified by an Authorized Officer of
AmeriCredit Corp.

(2) ANNUAL REPORTING. Within ninety (90) days after
the close of the final quarterly period of each of the Borrower's
fiscal years, for AmeriCredit Corp., consolidated and consolidating
audited balance sheets reported on by the Independent Accountants
(which shall include those of the Borrower and the Servicer) as at the
close of each such fiscal year and consolidated and consolidating
related statements of operations and cash flows reported on by the
Independent Accountants for the period from the beginning of such
fiscal year to the end of such fiscal year, all certified by an
Authorized Officer of AmeriCredit Corp.

(3) COMPLIANCE CERTIFICATE. Together with the
financial statements required hereunder, a compliance certificate
signed by an Authorized Officer of the Borrower stating that (x) the
attached financial statements have been prepared in accordance with
generally accepted accounting principles and accurately reflect the
financial condition of the Borrower and (y) to the best of such
Person's knowledge, no Termination Event, Potential Termination Event,
Servicer Termination Event or Potential Servicer Termination Event
exists, or if any Termination Event, Potential Termination Event,
Potential Servicer Termination Event or Servicer Termination Event
exists, stating the nature and status thereof.

(9) CORPORATE SEPARATENESS. The Borrower shall (1) abide by all
corporate formalities, including the maintenance of current minute books, (2)
cause its financial statements to be prepared in accordance with generally
accepted accounting principles in a manner that indicates the separate existence
of the Borrower and its assets and liabilities, (3) pay all its liabilities when
due, (4) not assume the liabilities of the Seller or any Affiliate of the
Seller, (5) not guarantee the liabilities of the Seller or any Affiliate of the
Seller and (6) comply with (and cause the Seller and the Servicer to comply
with) all assumptions upon which counsel to the Borrower is relying in rendering
its true sale and nonconsolidation opinions with respect to the Borrower and the
Seller.

(10) The Borrower shall at all times maintain one independent
director or, if required by any Rating Agency, two independent directors.

(11) ACCESS TO RECORDS. The Borrower shall (but in any event, prior
to a Termination Event, Potential Termination Event, Servicer Termination Event
or Potential Servicer Termination Event on no more than four occasions per
year), permit only the Secured Parties and the Administrative Agent or their
duly authorized representatives, attorneys or auditors to inspect the books and
records maintained by the Borrower pursuant hereto at such times as the Secured
Parties or the Administrative Agent may reasonably request.

ARTICLE V

REQUIRED LENDING GROUPS; INTERCREDITOR PROVISIONS

Section 1.16 AUTHORITY OF REQUIRED LENDING GROUPS. The Borrower
hereby irrevocably appoints the Administrative Agent for the benefit of the
Secured Parties its true and lawful attorney, with full power of
substitution, in the name of the Borrower, the Secured Parties or otherwise,
but at the expense of the Borrower, to the extent permitted by law to
exercise in its sole and absolute discretion, at any time and from time to
time while any Termination Event has occurred and is continuing, any or all
of the rights and powers with respect to all or any of the Collateral as are
specified or referred to in Article VI hereof.

Section 1.17 RIGHTS OF SECURED PARTIES. Each Secured Party that
from time to time is not a part of the Required Lending Groups expressly
agrees that it shall not assert any right that it may otherwise have, as a
Secured Party with respect to the Collateral, to direct the maintenance, sale
or other disposition of the Collateral or any portion thereof,
notwithstanding the occurrence and continuation of any Termination Event or
any non-performance by the Borrower of any obligation owed to such Secured
Party hereunder or under any other Basic Agreement, and each party hereto
agrees that the Required Lending Groups (or the Administrative Agent, as
directed by the Required Lending Groups) shall be the only Persons entitled
to assert and exercise such rights.

Section 1.18 DEGREE OF CARE. Notwithstanding any term or
provision of this Agreement, no Secured Party (including any Secured Party
that is a member of the Required Lending Groups) shall incur any liability to
AmeriCredit Corp., the Seller, the Servicer or the Borrower for any action
taken or omitted by any Secured Party (including any Secured Party that is a
member of the Required Lending Groups) in connection with the Collateral and,
further, shall incur no liability to any other Secured Party (including any
Secured Party that is part of the Required Lending Groups); PROVIDED,
HOWEVER, that the foregoing shall not be deemed to relieve any Secured Party
of liability for its own gross negligence, bad faith or willful misconduct.
Each Secured Party (including any Secured Party that is a member of the
Required Lending Groups) shall be protected and shall incur no liability to
any such party in relying upon the accuracy, acting in reliance upon the
contents and assuming the genuineness of any notice, demand, certificate,
signature, instrument or other document believed by such Secured Party to be

genuine and to have been duly executed by the appropriate signatory, and
(absent manifest error or actual knowledge to the contrary), no such Secured
Party shall be required to make any independent investigation with respect
thereto. Each Secured Party shall, at all times, be free independently to
establish to its reasonable satisfaction the existence or nonexistence, as
the case may be, of any fact the existence or nonexistence of which shall be
a condition to the exercise or enforcement of any right or remedy under this
Agreement or any of the other Basic Agreements.

ARTICLE VI

TERMINATION EVENTS; REMEDIES

Section 1.19 TERMINATION EVENTS; REMEDIES. (a) If a Termination
Event has occurred and is continuing, then, and in any such event, (A) if such
Termination Event is one, only with respect to the Borrower, specified in clause
(w) of the definition of Termination Event, the commitments of the APA Banks to
the Borrower shall automatically terminate and the VFN Balance (together with
accrued and unpaid interest thereon and all fees and other obligations of the
Borrower accrued under and in connection with the Basic Agreements) shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower, and
(B) in the case of any other Termination Event, the Administrative Agent shall,
at the direction of the Required Lending Groups, by notice to the Borrower, take
either or both of the following actions, at the same or different times: (i)
declare the commitments of the APA Banks to the Borrower to be terminated, and
thereupon the obligations of the APA Banks to make Fundings to the Borrower
shall terminate immediately, and (ii) declare the VFN Balance (together with
accrued and unpaid interest thereon and all fees and other obligations of the
Borrower accrued under and in connection with the Basic Agreements) to be due
and payable, and thereupon such amounts shall be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower. In any of such events, the Administrative
Agent shall, at the direction of the Required Lending Groups, take whatever
action at law or in equity as may appear necessary or desirable in the judgment
of the Required Lending Groups to collect and satisfy all Secured Obligations
(including, but not limited to, foreclosure upon the Collateral and sale or
securitization of the Collateral and all other rights available to secured
parties under applicable law) or to enforce performance and observance of any
obligation, agreement or covenant under any of the Basic Agreements. In
addition to all other rights and remedies granted to the Administrative Agent
for the benefit of the Secured Parties by this Agreement, the other Basic
Agreements, the UCC and other applicable law, rules, or regulations, the
Administrative Agent may with the consent of the Required Lending Groups, and
shall upon the request of the Required Lending Groups, upon the occurrence and
during the continuance of any such Termination Event, exercise any one or more
of the following rights and remedies: (i) foreclose upon or otherwise enforce
the security interests in any or all Collateral in any manner

permitted by applicable law, rules, or regulations or in this Agreement; (ii)
notify any or all Obligors to make payments with respect to Receivables
directly to the Administrative Agent for the benefit of the Secured Parties;
(iii) sell or otherwise dispose of any or all Collateral at one or more
public or private sales, for cash or credit or future delivery, on such terms
and in such manner as the Required Lending Groups may determine; (iv) require
the Borrower to assemble the Collateral and make it available to the
Administrative Agent at a place to be designated by the Administrative Agent;
(v) enter onto any property where any Collateral is located and take
possession thereof with or without judicial process; and (vi) enforce any
rights of the Borrower under any Receivable or other agreement to the extent
the Required Lending Groups deems appropriate.

In furtherance of the Administrative Agent's rights hereunder, the
Borrower hereby grants to the Administrative Agent for the benefit of the
Secured Parties an irrevocable, non-exclusive license (exercisable without
royalty or other payment by the Administrative Agent) to use, license or
sublicense any patent, trademark, tradename, copyright or other intellectual
property in which the Borrower now or hereafter has any right, title or
interest, together with the right of access to all media in which any of the
foregoing may be recorded or stored. The Borrower hereby agrees that ten
(10) days' notice of any intended sale or disposition of any Collateral is
reasonable. Notwithstanding the foregoing, the Administrative Agent shall
not be entitled to take any action and the Required Lending Groups shall not
be entitled to give any direction with respect to the Collateral, except to
the extent provided herein and in the Sale and Servicing Agreement or the
other Basic Agreements.

(1) In the event of any sale, collection, conversion or other
disposition into cash of the Collateral, or any part thereof, after deducting
any actual costs and expenses incurred in connection with any such
disposition, the Administrative Agent shall deposit the proceeds thereof into
the Collection Account for distribution on the next succeeding Distribution
Date in accordance with the priorities set forth in Section 6.8 of the Sale
and Servicing Agreement.

(2) The Administrative Agent on behalf of the Secured Parties
shall be entitled to obtain from the Borrower all records and documentation
in the possession of the Borrower pertaining to any Collateral. Upon
consummation of any sale pursuant to this Section 6.1, the Required Lending
Groups, or the Administrative Agent acting on behalf of and at the direction
of the Required

Lending Groups, shall have the right to assign, transfer, endorse and deliver
to the purchaser or purchasers thereof, free and clear of any Lien, the
Collateral, or any portion thereof or any interest therein, so sold. Each
purchaser at any such sale shall hold the property purchased by it absolutely
free and clear from any claim or right on the part of the Secured Parties or
the Borrower; and the Borrower hereby irrevocably waives all rights of
redemption, stay, marshalling of assets or appraisal that it now has or may
at any time in the future have under applicable law or statute now existing
or hereafter enacted.

(3) In addition to the remedies granted in this Agreement and
the other Basic Agreements, if a Termination Event has occurred and is
continuing, the Administrative Agent shall, at the direction of the Required
Lending Groups, take whatever action at law or in equity as may appear
necessary or desirable in the judgment of the Required Lending Groups to
collect the amounts then due and thereafter to become due under this
Agreement and any of the other Basic Agreements (including but not limited
to, all rights available to secured parties under applicable law) or to
enforce performance and observance of any obligation, agreement or covenant
under any of the Basic Agreements, including the exercise of the following
powers with respect to the Collateral: (i) to demand, ▇▇▇ for, collect,
receive and give acquittance for any and all monies due or to become due upon
or by virtue thereof, (ii) to settle, compromise, compound, prosecute or
defend any action or proceeding with respect thereto, (iii) to sell,
securitize, transfer, assign or otherwise deal with the same or the proceeds
thereof as fully and effectively as if the Administrative Agent were the
absolute owner thereof, and (iv) to extend the time of payment of any or all
thereof and to make any allowance or other adjustment with respect thereto.
All proceeds of any portion of the Collateral liquidated pursuant to this
Section 6.1 shall be applied as set forth in subsection (b) above.

(4) The Administrative Agent and the Required Lending Groups, as
the case may be, may exercise the powers and rights granted by this Section
6.1, without notice or demand to the Borrower except as provided in (a) above.

(5) In addition to other remedies granted in this Agreement and
the other Basic Agreements, if a Termination Event has occurred and is
continuing, the Borrower, at the direction of the Administrative Agent
(acting at the direction of the Required Lending Groups) or the Required
Lending Groups, shall at its own expense (or shall cause the Servicer at its
own expense pursuant to

section 5.5 of the Sale and Servicing Agreement) promptly take all additional
steps, if any, as are necessary to create and maintain perfection of the
security interest in the Financed Vehicle related to each Receivable (and the
proceeds of such Financed Vehicle) on behalf of the Borrower and to create
and maintain perfection of the security interest in the Borrower's security
interest in the Financed Vehicle related to each Receivable (and the proceeds
of such Financed Vehicle) on behalf of the Administrative Agent, for the
benefit of the Secured Parties, including, if required by applicable law,
having a notation of the Borrower's and/or the Administrative Agent's
respective security interests recorded on such Financed Vehicle's certificate
of title.

Section 1.20 RESTORATION OF RIGHTS AND REMEDIES. If the
Administrative Agent has instituted any proceeding to enforce any right or
remedy under this Agreement, and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the
Administrative Agent, then and in every such case the Borrower, the
Administrative Agent and each of the Secured Parties shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of
the Secured Parties shall continue as though no such proceeding had been
instituted.

Section 1.21 NO REMEDY EXCLUSIVE. No right or remedy herein
conferred upon or reserved to the Administrative Agent, the Required Lending
Groups or any of the Secured Parties is intended to be exclusive of any other
right or remedy, and every right or remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law, in equity or otherwise and
each and every right, power and remedy whether specifically herein given or
otherwise existing may be exercised by the Required Lending Groups, and the
exercise of or the beginning of the exercise of any right or power or remedy
shall not be construed to be a waiver of the right to exercise at the same
time or thereafter any other right, power or remedy.

ARTICLE VII

FUNDINGS; THE VFN

Section 1.22 LOANS TO BORROWER; FUNDING PROCEDURES; THE VFN.

(1) FUNDING GENERALLY. Upon the terms and subject to the
conditions set forth herein, prior to the Commitment Expiry Date, and
PROVIDED that (i) in the case of any CP Lender, no Potential Wind-Down Event
or Wind-Down Event shall have occurred and be continuing and (ii) in the case
of the APA Banks, no Termination Event or Potential Termination Event shall
have occurred and be continuing, each of the CP Lenders may, in its sole
discretion, and the APA Banks shall (subject to the terms and conditions
specified herein), collectively make an advance under the terms and
conditions hereof (any such advance, a "FUNDING" and the first such advance,
the "INITIAL FUNDING") to the Borrower from time to time on or after the
Effective Date. Each Funding by a Lending Group shall be made on a PRO RATA
basis based on such Lending Group's Facility Limit as a percentage of the
aggregate Facility Limit of all Lending Groups; each Funding by an APA Bank
in a Lending Group shall be made on a PRO RATA basis based on such APA Bank's
Commitment as a percentage of the aggregate Commitment of all APA Banks in
such Lending Group. Amounts advanced by the Lending Groups on any day in
connection with a Funding may include CP Fundings, Eurodollar Fundings and
ABR Fundings or any combination thereof.

To request Fundings hereunder, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Funding, not later than 11:00 A.M. (New York time) three (3)
Business Days before the date of the proposed Funding, (b) in the case of an
ABR Funding, not later than 12:30 P.M. (New York Time) on the proposed date
of such Funding and (c) in the case of a CP Funding, not later than 12:30
P.M. (New York time), one (1) Business Day before the date of the proposed
Funding. Each day on which a Funding is made hereunder shall be a Business
Day. Each such telephonic request for a Funding shall be irrevocable and
shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written funding request (each, a "FUNDING REQUEST")
in a form approved by the Administrative Agent and signed by the Borrower.
Each such telephonic and written Funding Request shall specify the following
information in compliance with Section 7.1(b):

(1) the requested Advance Amount (calculated in
accordance with the definition thereof, and which shall be at least
$1,000,000 or integral multiples of $100,000 in excess thereof);

(2) the date of such Funding, which shall be a Business
Day;

(3) whether such Funding is to be a CP Funding, an ABR
Funding or a Eurodollar Funding (PROVIDED that with respect to each
Lending Group, prior to the occurrence of a Wind-Down Event applicable
to the related CP Lender (or upon the termination of such Wind-Down
Event, if applicable), all Fundings on behalf of such Lending Group
shall be CP Fundings);

(4) in the case of a CP Funding or a Eurodollar
Funding, the CP Funding Period or Eurodollar Funding Period to be
applicable thereto, which shall be a period contemplated by the
definition of the term "CP Funding Period" and "Eurodollar Funding
Period", respectively; and

(5) the location and number of the Borrower's account
to which funds are to be disbursed, which shall comply with the
requirements of Section 7.1(e).

If no election as to the type of Funding is specified, then the requested
Funding shall be at the discretion of each Funding Agent (with the consent of
the related CP Lender if the related Funding Agent so selects a CP Funding).
Promptly following receipt of a Funding Request in accordance with this Section
7.1(a), each Funding Agent shall promptly advise each Secured Party in its
Lending Group of the details thereof and of the amount of such Secured Party's
loan to be made as part of the requested Funding (if any). Notwithstanding
anything to the contrary in this Section 7.1(a), the Borrower shall be permitted
to request up to two (2) Fundings per calendar week, and up to nine (9) Fundings
per calendar month.

(2) CONDITIONS TO FUNDING. No Secured Party shall have any
obligation to advance any funds to the Borrower in connection with any
Funding unless, on the date of such Funding, (i) after giving effect to such
Funding, the

Aggregate Net Investment PLUS the Interest Component of all Commercial Paper
issued by the CP Lenders to fund the Aggregate Net Investment would not
exceed the Maximum Facility Limit (it being understood that, for purposes of
determining whether the Interest Component of Commercial Paper may be paid
from the proceeds of Commercial Paper issued on the maturity date of such
Commercial Paper, the amount of such capitalized Interest Component shall
constitute a "Funding"); (ii) with respect to each Lending Group, after
giving effect to such Funding, the related Net Investment of such Lending
Group PLUS the Interest Component of all Commercial Paper issued by the CP
Lenders in such Lending Group to fund such Net Investment would not exceed
the related Facility Limit (it being understood that, for purposes of
determining whether the Interest Component of Commercial Paper may be paid
from the proceeds of Commercial Paper issued on the maturity date of such
Commercial Paper, the amount of such capitalized Interest Component shall
constitute a "Funding"); (iii) each APA Bank's PRO RATA share of such Funding
would not exceed the amount of its unused Commitment (it being understood
that, for purposes of determining whether the Interest Component on
Commercial Paper may be paid from the proceeds of Commercial Paper issued on
the maturity date of such Commercial Paper, the amount of such capitalized
Interest Component shall constitute a "Funding"); (iv) the Borrower has
provided a Funding Request to the Administrative Agent and each Funding
Agent, which Funding Request shall include the calculations necessary to
satisfy the requirement set forth in clauses (i), (ii) and (iii) above and
shall also include a certification by an authorized officer of the Borrower
that, to the best of such officer's knowledge, no event has occurred since
the most recent Funding that would have a material and adverse effect on the
Receivables, AmeriCredit Corp., the Seller, the Servicer or the Borrower; (v)
the Borrower shall have deposited in the Collection Account, or shall have
given irrevocable instructions to the Administrative Agent to withhold from
the proceeds of such Funding and to deposit in the Collection Account, as the
case may be, in each case for allocation to the Collection Account Reserve,
an amount equal to the Collection Account Reserve Shortfall Amount, if any;
(vi) the VFN is rated at least "A2" by ▇▇▇▇▇'▇ and, in the case of HLS, the
VFN is rated at least "A" by S&P; (vii) one or more binding and enforceable
Hedge Contracts in an aggregate notional amount equal to the Aggregate Net
Investment (including any Aggregate Net Investment to be made in connection
with such Funding) are in full force and effect in accordance with the terms
of the Sale and Servicing Agreement; (viii) each representation and warranty
of the Borrower herein shall be true and correct with respect to the Borrower
and each Receivable as of the date of such Funding; (ix) a Potential
Wind-

Down Event or a Wind-Down Event (each only in the case of a Funding to be
made by a CP Lender), or a Potential Termination Event or a Termination
Event, shall not have occurred and be continuing; (x) if the Funding is to be
made by a CP Lender through the issuance of Commercial Paper, such CP Lender
has advised the Administrative Agent that, in its sole discretion, it has
elected to make such Funding; (xi) the Administrative Agent shall have
received, duly executed and delivered by ▇▇▇▇▇ Fargo Bank, a lien release in
substantially the form specified in Section 1(b) of the Intercreditor
Agreement; (xii) in connection with the initial Funding following the
Effective Date, the conditions precedent set forth in Section 7.1(g) hereof
and Section 3.2 of the Sale and Servicing Agreement shall be satisfied; and
(xiii) after giving effect to such Funding, no Pool Limitation would be
exceeded.

Notwithstanding anything to the contrary set forth in this
Agreement, no APA Bank shall have any obligation to advance funds to the
Borrower on any Funding Date if, on such day, any Termination Event or
Potential Termination Event shall have occurred and be continuing. The
Administrative Agent shall notify each Funding Agent of the receipt and
content of any Funding Request by no later than 2:30 P.M. on the date on
which such Funding Request was received by the Administrative Agent and, in
connection therewith, shall advise such Funding Agent of the portion of such
Funding which its related Lending Group is required to make available to the
Borrower; if such notification is provided to the Funding Agents after 2:30
P.M. on such date, then the Funding Request shall be deemed to be received on
the following Business Day. Each Funding Agent shall promptly advise the APA
Banks in its related Lending Group (by telecopy or by telephone call promptly
confirmed in writing by telecopy) of the receipt and content of any Funding
Request.

The APA Banks' several obligations to provide the Borrower with
funds pursuant to this Article VII shall terminate on the Commitment Expiry
Date. Notwithstanding anything contained in this Section 7.1 or elsewhere in
this Agreement to the contrary, no APA Bank shall be obligated to provide the
Borrower with aggregate funds in connection with a Funding Request in an
amount that would exceed such APA Bank's unused Commitment then in effect,
and the failure of any APA Bank to make its PRO RATA share of the Funding
available to the Borrower (subject to the terms and conditions set forth
herein) shall not relieve any other APA Bank of its obligations hereunder.
The obligations of the Lending Groups hereunder to provide Fundings shall be
several and not joint.

(3) ADVANCE PERCENTAGE. With respect to any Funding Date, the
advance percentage (the "ADVANCE PERCENTAGE") to determine the Advance Amount
shall be 88%, subject to downward adjustment on such Funding Date as
described below:

(1) if a "Trigger Event" (such term meaning, for purposes
of this Section 7.1(c), (i) a "Trigger Event" as defined in any public
asset-backed transaction beginning with and including the AmeriCredit
Automobile Receivables Trust 1997-C transaction; or (ii) if
applicable, any comparable "spread capture event" in any automobile
receivables transaction conducted by any Securitization Trust
beginning with and including the AmeriCredit Automobile Receivables
Trust 1997-C transaction, whether or not defined in such transaction
as a "Trigger Event" and whether or not such transaction is a public
transaction) occurs which continues unremedied for two (2) monthly
reporting periods and is waived by the party or parties entitled to
exercise such waiver under the related transaction documentation, then
the Advance Percentage in effect at the opening of business on such
Funding Date shall be reduced by 2%; PROVIDED that if the Trigger
Event relates to a delinquency test failure and occurs after the Pool
Factor (as defined in the related transaction documentation) is below
25%, the Advance Percentage shall not be so reduced; PROVIDED FURTHER
that if the Advance Percentage has been reduced as a result of the
application of this clause (1), the Advance Percentage shall remain at
such reduced percentage until such time as the related Trigger Event
has been cured for a period of three (3) consecutive months;

(2) if a Trigger Event occurs and is not waived by the
Person or Persons entitled to exercise such waiver under the related
transaction documentation beginning with and including the AmeriCredit
Automobile Receivables Trust 1997-C transaction (and such Trigger
Event shall be deemed unwaived if there is no Person or Persons
entitled to so waive), then the Advance Percentage in effect at the
opening of business on such Funding Date shall be reduced by 6%
(without duplication of any reduction pursuant to clause (1) above);
and

(3) if there is an Excess Spread Deficiency (calculated as
of the close of business one (1) Business Day prior to such Funding
Date), then the Advance Percentage shall be reduced by the product of
(i) the amount of such Excess Spread Deficiency (stated as a
percentage) MULTIPLIED BY (ii) 1.7; PROVIDED that if the Advance
Percentage has been reduced as a result of the application of this
clause (3), the Advance Percentage shall remain at such reduced
percentage until such time as the Excess Spread Deficiency has been
cured.

(4) FUNDING REQUEST IRREVOCABLE. The notice of any proposed
Funding shall be irrevocable and binding on the Borrower, and the Borrower
shall indemnify the Secured Parties against any loss or expense incurred by
the Secured Parties as provided in Section 7.6 hereof.

(5) DISBURSEMENT OF FUNDS. No later than 3:00 P.M. (New York
City time) on the date on which a Funding is to be made, each Secured Party
will make available to the Borrower, in immediately available funds, the
amount of the Funding required to be made by it on such day by remitting the
required amount thereof to an account of the Borrower as designated in the
related Funding Request.

(6) THE VFN.

(1) The Borrower's obligation to pay the principal of,
and interest on, all amounts advanced by the Secured Parties pursuant
to any Funding shall be evidenced by a single note of the Borrower (as
amended, supplemented or otherwise modified and in effect from time to
time, the "VFN") which shall (1) be dated the date hereof; (2) be in
the stated principal amount equal to the Maximum Facility Limit (as
reflected from time to time on the grid attached thereto); (3) bear
interest as provided therein; (4) be payable to the order of the
Administrative Agent for the account of the Secured Parties (in
proportion to the pro rata shares of the Lending Groups based upon
their respective Net Investments) and mature on the Distribution Date
occurring in the calendar month seventy-eight (78) months following
the Commitment Expiry Date (unless otherwise accelerated pursuant to
the terms of the Basic Agreements); (5) be entitled to the benefits of
this Agreement and the other Basic

Agreements; and (6) be substantially in the form of Exhibit B to this
Agreement, with blanks appropriately completed in conformity herewith.
In consultation with the Funding Agents, the Administrative Agent shall,
and is hereby authorized to, make a notation on the schedule attached to
the VFN of the date and the amount of each Funding and the date and amount
of the payment of principal thereon, and prior to any transfer of the VFN,
the Administrative Agent, on behalf of the Secured Parties, shall
endorse the outstanding principal amount of the VFN on the schedule
attached thereto. The entries made by the Administrative Agent
pursuant to the preceding sentence shall be PRIMA FACIE evidence of
the existence and amounts of the obligations recorded therein;
PROVIDED, HOWEVER, that failure to make such notation shall not
adversely affect the rights of the Secured Parties with respect to the
payment obligations of the Borrower hereunder and under the VFN.

(2) The Borrower shall have the option to prepay all or
a portion of the VFN Balance on any Business Day selected by the
Borrower (each, an "OPTIONAL PREPAYMENT"), subject to the following
terms and conditions:

1. The Borrower shall have given the Administrative Agent at
least two (2) Business Days' prior written notice of its intent to
effect an Optional Prepayment;

2. Unless such Optional Prepayment is to be effected on a
Distribution Date (in which case the relevant calculations with
respect to such Optional Prepayment shall be reflected on the
applicable Servicer's Determination Date Certificate), the Borrower
shall cause the Servicer to deliver to the Administrative Agent, the
Backup Servicer and the Rating Agencies a Servicer's VFN Prepayment
Date Certificate substantially in the form of Exhibit B-1 to the Sale
and Servicing Agreement, together with evidence to the Administrative
Agent, the Funding Agents, the Backup Servicer and the Rating Agencies
(which evidence may consist solely of the Servicer's VFN Prepayment
Date Certificate) that the Borrower

shall have sufficient funds on the contemplated VFN Prepayment Date to
effect the Optional Prepayment in accordance with this Agreement. Any
such Servicer's VFN Prepayment Date Certificate and related evidence shall
be delivered to the Administrative Agent no later than 1:00 P.M. (New York
time), in draft form at least two (2) Business Days prior to the
contemplated VFN Prepayment Date and in final form at least one Business
Day prior to the contemplated VFN Prepayment Date. In effecting an
Optional Prepayment, the Borrower may (i) use the proceeds of sales of the
Receivables (which sales must be made in arm's-length transactions to
Persons other than AFS), and (ii) give effect to Collections on
deposit in the Collection Account at such time to the extent
consistent with the requirements of paragraph 4 below (as evidenced by
the Servicer's VFN Prepayment Date Certificate).

3. In connection with any such Optional Prepayment that does
not constitute a prepayment in full of the outstanding VFN Balance,
then, following receipt by each Funding Agent of the amounts referred
to in paragraph 5 below (and confirmation by each such Funding Agent
to the Administrative Agent), there shall be released from the Lien of
this Agreement (subject to the requirements of paragraph 4 below):
(i) a portion of the Receivables comprising the Pool Balance selected
by the Borrower in accordance with the FIFO method; and (ii) such
other Receivables not then constituting part of the Pool Balance,
excluding, however, any Receivable subject to a Repurchase Obligation
("OTHER DESIGNATED RECEIVABLES") as the Borrower has agreed to sell in
an arm's-length transaction permitted hereby and as are designated by
the Borrower and specified in the Servicer's VFN Prepayment Date
Certificate (such Receivables and such Other Designated Receivables,
together, in each case, with the related Other Conveyed Property,
being collectively referred to as the "PREPAYMENT RELATED
COLLATERAL").

4. After giving effect to the Optional Prepayment and the
release of Prepayment Related Collateral from the Lien of this
Agreement on any VFN Prepayment Date, (x) the remaining VFN Balance
MINUS Adjusted Collections, PLUS the amount of accrued and

unpaid interest or discount, as applicable, on all outstanding Fundings,
together with all accrued and unpaid fees and other costs and expenses
due and owing to the Lending Groups, shall be less than or equal to
the amount resulting when the effective Advance Percentage is
multiplied by the remaining Pool Balance, (y) none of the Pool
Limitations shall be exceeded and (z) a Termination Event or Potential
Termination Event shall not have resulted;

For purposes of the foregoing, Adjusted Collections means
the product of (i) the effective Advance Percentage, and (ii) the
amount of Collections on deposit in the Collection Account as of the
close of business on the Business Day preceding the date of the
Servicer's VFN Prepayment Date Certificate (which Collections shall be
available for distribution in accordance with Article VI of the Sale
and Servicing Agreement).

5. On the related VFN Prepayment Date, the Administrative
Agent shall have received, for the benefit of the Secured Parties, in
immediately available funds, an amount equal to the sum of (i) the
portion of the VFN Balance to be prepaid PLUS (ii) an amount equal to
all unpaid Carrying Costs (including Carrying Costs not yet accrued)
to the extent reasonably determined by the Funding Agents (and
notified to the Administrative Agent) to be attributable to that
portion of the Aggregate Net Investment to be prepaid PLUS (iii) an
aggregate amount equal to the sum of all other amounts due and owing
to the Administrative Agent, the Funding Agents and the Secured
Parties under this Agreement and the other Basic Agreements, to the
extent accrued to such date and to accrue thereafter, as reasonably
determined by the Funding Agents (and notified to the Administrative
Agent) to be attributable to that portion of the Aggregate Net
Investment to be prepaid.

6. In connection with the Optional Prepayment of any Funding
made to the Borrower with the proceeds of Commercial Paper, the
Borrower shall, on the related Interest Payment Date, pay to the
related CP Lenders all interest or discount, as applicable, accrued
and unpaid and to accrue through the maturity date(s) related to such
Commercial Paper.

The Borrower hereby agrees to pay the reasonable legal
fees and expenses of the Administrative Agent, the Funding Agents and
the Secured Parties in connection with any Optional Prepayment
(including, but not limited to, expenses incurred in connection with
the release of the Lien of the Administrative Agent over the
Receivables and related Other Conveyed Property in connection with
such Optional Prepayment) not to exceed $25,000 annually.

(3) Although the VFN shall be dated the date hereof,
Carrying Costs in respect thereof shall be payable in the manner
specified therein and in the other Basic Agreements only for the
periods during which amounts are outstanding thereunder. In addition,
although the stated principal amount of the VFN shall be equal to the
Maximum Facility Limit, the VFN shall be enforceable with respect to
the Borrower's obligation to pay the principal thereof only to the
extent of the unpaid principal amount outstanding thereunder at the
time such enforcement shall be sought. Principal on the VFN shall be
payable by the Borrower in the manner and on the dates specified in
the VFN and in the other Basic Agreements.

(7) CONDITIONS PRECEDENT. The obligations of the Secured Parties
under this Agreement on any Funding Date are subject to the accuracy of the
representations and warranties on the part of the Borrower made herein and
in the other Basic Agreements as of such Funding Date. This Agreement
shall become effective on the first day on which all of the following
conditions precedent have been satisfied (the "EFFECTIVE DATE"):

(1) The Administrative Agent shall have received such
opinions of counsel to the Seller, the Servicer and the Borrower, in
form and substance acceptable to the Administrative Agent and each
Funding Agent, addressing such matters as each Funding Agent and the
Administrative Agent, on behalf of the Secured Parties, shall request.

(2) The Administrative Agent shall have received a
certificate of the Borrower, dated the date hereof, stating that (1)

its representations and warranties made herein and in the other Basic
Agreements are true and correct as of the date hereof, and (2) the
Borrower has complied with all agreements and satisfied all conditions
to be satisfied on its part pursuant to this Agreement and the other
Basic Agreements on or prior to the date hereof.

(3) All conditions precedent to the authentication and
delivery of the VFN under this Agreement shall have been satisfied.

(4) Each party to a Basic Agreement shall have
performed and complied with all agreements and conditions contained in
such Basic Agreement and all other documents delivered in connection
herewith or therewith which are required to be performed or complied
with by such party.

(5) This Agreement, the other Basic Agreements, the Fee
Letters, the Intercreditor Agreement and all agreements, certificates,
instruments and other documents required to be delivered in connection
herewith and therewith shall have been duly authorized, executed and
delivered by the respective parties thereto, shall be in full force
and effect and shall be in form and substance satisfactory to the
Administrative Agent and the Secured Parties.

(6) The Administrative Agent shall have received the
following, in each case in form and substance satisfactory to it:

(1) copy of the resolutions of the Board of
Directors of the Borrower, certified by the Secretary or an
Assistant Secretary as of the date hereof, duly authorizing the
execution, delivery and performance by the Borrower of the
documents executed by or on behalf of the Borrower in connection
with the transactions contemplated by this Agreement and the
other Basic Agreements to which it is a party; and attesting to
the names and true signatures of the person or persons executing
and delivering each such document;

(2) a copy of the resolutions of the Board of
Directors of the Seller and the Servicer, certified by the
Secretary or an Assistant Secretary of the Seller and the
Servicer as of the date hereof, duly authorizing the execution,
delivery and performance by the Seller and the Servicer of each
of the Basic Agreements to which each of them is a party and any
other documents executed by or on behalf of the Seller and the
Servicer in connection with the transactions contemplated
thereby; and an incumbency certificate of the Seller and the
Servicer as to the person or persons executing and delivering
each such document; and

(3) such other documents and evidence with respect
to the Borrower, the Seller, the Servicer and the Back-Up
Servicer as the Administrative Agent and the Funding Agents may
reasonably request in order to establish the corporate existence
and good standing of each thereof, the proper taking of all
appropriate corporate proceedings in connection with the
transactions contemplated by this Agreement and the other Basic
Agreements and the compliance with the conditions set forth
herein and therein.

(7) No fact or condition shall exist under applicable
law or applicable regulations thereunder or interpretations thereof by
any regulatory authority which, in the reasonable opinion of the
Administrative Agent and the Funding Agents, would make it unlawful to
issue the VFN or for the Borrower or any of the other parties thereto
to perform their respective obligations under this Agreement and the
other Basic Agreements.

(8) The Seller and the Borrower shall have filed any
financing statements or amendments thereto, wherever necessary or
advisable in the judgment of the Administrative Agent and the Funding
Agents, in order to perfect the transfer and assignment of the
Receivables to the Borrower and the grant of the security interest
therein to the Administrative Agent and shall have delivered file-stamped
copies of such financing statements or other evidence of the filing
thereof to the Administrative Agent.

(9) All taxes and fees due in connection with the
filing of the financing statements referred to in clause (viii) of
this Section 7.1(g) shall have been paid in full or duly provided for.

(10) No action or proceeding shall have been instituted
nor shall any governmental action be threatened before any court or
governmental agency nor shall any order, judgment or decree have been
issued or proposed to be issued by any court or governmental agency to
set aside, restrain, enjoin or prevent the performance of this
Agreement or any of the other Basic Agreements or the transactions
contemplated hereby or thereby.

(11) If applicable, each Funding Agent shall have
received written confirmation from each of the Rating Agencies that
the then-current ratings assigned by each of them to the Commercial
Paper issued by its related CP Lender will not be reduced or withdrawn
as a result of the execution and delivery of this Agreement by such CP
Lender.

(8) MATURITY OF COMMERCIAL PAPER. No CP Lender shall issue any
Commercial Paper related to the VFN with a maturity in excess of sixty (60) days
in connection with any financing or refinancing of an increase in the VFN.

Section 1.23 SHARING OF PAYMENTS, ETC. If any Secured Party (for
purposes of this Section 7.2 only, being a "RECIPIENT") shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of setoff, or
otherwise) on account of any interest in the VFN owned by it in excess of its
ratable share of payments on account of any interest in the VFN obtained by such
Secured Parties entitled thereto, such Recipient shall forthwith purchase from
such Secured Parties entitled to a share of such amount participations in the
percentage interests owned by such Persons as shall be necessary to cause such
Recipient to share the excess payment ratably with each such other Person
entitled thereto; PROVIDED, HOWEVER, that if all or any portion of such excess
payment is thereafter recovered from such Recipient, such purchase from each
such other Person shall be rescinded and each such other Person shall repay to
the Recipient the purchase price paid by such Recipient for such participation
to the extent of such recovery, together with an amount equal to such other
Person's ratable share (according to

the proportion of (a) the amount of such other Person's required payment to
(b) the total amount so recovered from the Recipient) of any interest or
other amount paid or payable by the Recipient in respect of the total amount
so recovered.

Section 1.24 RIGHT OF SETOFF. Without in any way limiting the
provisions of Section 7.2, each of the Secured Parties is hereby authorized (in
addition to any other rights it may have) at any time after the occurrence of a
Termination Event or during the continuance of a Potential Termination Event to
setoff, appropriate and apply (without presentment, demand, protest or other
notice which are hereby expressly waived) any deposits and any other
indebtedness held or owing by such Secured Party to, or for the account of, the
Borrower against the amount owing by the Borrower hereunder to such Person (even
if contingent or unmatured).

Section 1.25 INTEREST. (a) Any Funding (or portion thereof) funded
by a CP Lender through the issuance of Commercial Paper shall bear interest
calculated at such CP Lender's applicable CP Rate.

(1) At the option of the Borrower, following a Wind-Down Event for
a Lending Group, any Funding (or portion thereof) made by a CP Lender other than
through the issuance of Commercial Paper or by an APA Bank in such Lending Group
to the Borrower pursuant to Section 7.1 hereof shall bear interest at either (i)
if available from such APA Bank to the Borrower on the related Funding Date, the
related Eurodollar Rate for such APA Bank or (ii) in all other cases the related
Alternate Base Rate for such APA Bank.

(2) If any principal of, or interest on, any portion of any Funding
or any fee or other amount payable by the Borrower hereunder is not paid when
due, whether at stated maturity, upon acceleration or otherwise, such overdue
amount shall bear interest, after as well as before judgment, at a rate per
annum equal to the applicable Alternate Base Rate PLUS 2%.

(3) Accrued Interest on each Funding shall be payable in arrears on
each Interest Payment Date for such Funding and upon the Commitment Expiry Date
and, if applicable, upon each Interest Payment Date following the Commitment
Expiry Date; PROVIDED that (i) interest accrued pursuant to paragraph (c) of
this Section 7.4 shall be payable on demand, (ii) in the event of any repayment
of any Funding or prepayment (other than with respect to a CP

Funding) of any Funding, accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and
(iii) in the event of any conversion of any ABR Funding or Eurodollar Funding
pursuant to Section 7.7, accrued interest on such ABR Funding or Eurodollar
Funding shall be payable on the Distribution Date occurring immediately after
such conversion.

(4) All interest on Fundings hereunder shall be computed on the
basis of a year of 360 days, except that interest computed when an Alternate
Base Rate is based on the Prime Rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day). The applicable Alternate Base Rate or Eurodollar Rate shall be determined
by each Funding Agent (with notice to the Administrative Agent), and such
determination shall be conclusive absent manifest error.

(5) If a Termination Event (other than a Termination Event
described in clause (q) of the definition thereof) has occurred and is
continuing, then interest thereafter accruing on all Fundings then existing or
thereafter made shall accrue at the Alternate Base Rate plus 2.00%.

Section 1.26 PAYMENTS GENERALLY. All payments by the Borrower
hereunder shall be at the times, and in the manner, specified in Section 6.8 of
the Sale and Servicing Agreement. Notwithstanding any provision of this
Agreement or the other Basic Agreements to the contrary, all amounts due and
owing to the Administrative Agent, the Funding Agents and the Secured Parties by
the Borrower hereunder and under the other Basic Agreements (if not due on an
earlier date in accordance with the terms hereof or the other Basic Agreements)
will be due and payable on the Distribution Date occurring in the month
seventy-eight (78) months following the Commitment Expiry Date.

Section 1.27 BROKEN FUNDING. In the event of (a) the payment of any
principal of any Eurodollar Funding other than on the last day of a Eurodollar
Funding Period applicable thereto (including as a result of a Termination Event,
Potential Termination Event or Optional Prepayment), (b) the conversion of any
Eurodollar Funding other than on the applicable Interest Payment Date or (c) any
failure to borrow, convert, continue or prepay any Eurodollar Funding on the
date specified in any notice delivered pursuant hereto, then, in any such event,
the Borrower shall compensate the APA Banks, for the loss, cost and expense
attribut-

able to such event. Such loss, cost or expense to any APA Bank shall be
deemed to include an amount determined by such APA Bank to be the excess, if
any, of (i) the amount of interest which would have accrued on the principal
amount of such Eurodollar Funding had such event not occurred, at the
Eurodollar Rate that would have been applicable to such Eurodollar Funding,
for the period from the date of such event to the Interest Payment Date
therefor (or, in the case of a failure to borrow, convert or continue, for
the period that would have been the related Eurodollar Funding Period), over
(ii) the amount of interest which would accrue on such principal amount for
such period at the interest rate which such APA Bank would bid were it to
bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the interbank eurodollar market. A
certificate of any APA Bank setting forth any amount or amounts that such APA
Bank is entitled to receive pursuant to this Section 7.6 shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay each such APA Bank the amount shown as due on any such certificate
on the next succeeding Distribution Date after receipt thereof.

Section 1.28 CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES MADE
BY THE APA BANKS. Prior to the occurrence of a Termination Event or a Potential
Termination Event, (a) each ABR Funding hereunder may, at the option of the
Borrower, be converted to a Eurodollar Funding, (b) each Eurodollar Funding
hereunder may, at the option of the Borrower, be continued as a Eurodollar
Funding or converted to an ABR Funding. If a Termination Event or Potential
Termination Event has occurred and is continuing, then, for so long as any such
Termination Event or Potential Termination Event is continuing, (i) no
outstanding Funding may be converted to, or continued as, a Eurodollar Funding,
(ii) unless repaid, each Eurodollar Funding shall be converted to an ABR Funding
on the next succeeding Interest Payment Date related thereto. For any such
conversion or continuation, the Borrower shall give the applicable Funding Agent
irrevocable notice (each, a "CONVERSION/CONTINUATION NOTICE") of such request
not later than 12:30 P.M. (New York time) (i) in the case of a conversion of an
ABR Funding into a Eurodollar Funding, or a continuation of a Eurodollar Funding
as a Eurodollar Funding, three (3) Business Days before the date of such
conversion or continuation, as applicable, and (ii) following the occurrence and
continuation of a Termination Event or a Potential Termination Event, in the
case of a conversion of a Eurodollar Funding into an ABR Funding or a
continuation of an ABR Funding as an ABR Funding, on the Business Day of such
conversion (with a copy to the Administrative Agent). If a
Conversion/Continuation Notice has not been timely

delivered with respect to any ABR Funding or Eurodollar Funding, such Funding
shall be automatically continued as, or converted to, an ABR Funding. Each
Conversion/Continuation Notice shall specify (a) the requested date (which
shall be a Business Day) of such conversion or continuation, (b) the
aggregate amount and rate option applicable to the Funding which is to be
converted or continued and (c) the amount and rate option(s) of Funding(s)
into which such Funding is to be converted or continued. Prior to the
occurrence of a Wind-Down Event with respect to the related CP Lender (or
upon the termination of such Wind-Down Event, if applicable), each CP Funding
shall be continued, subject to the terms and conditions hereof, for another
CP Funding Period of a duration to be agreed upon between the Borrower and
such CP Lender (or, if the Borrower does not specify the duration, for a
duration specified by such CP Lender).

Section 1.29 ILLEGALITY. (a) Notwithstanding any other provision
herein, if, after the Effective Date, the adoption of any Law or bank regulatory
guideline or any amendment or change in the interpretation of any existing or
future Law or bank regulatory guideline by any Official Body charged with the
administration, interpretation or application thereof, or the compliance with
any directive of any Official Body (in the case of any bank regulatory
guideline, whether or not having the force of Law), shall make it unlawful for
any APA Bank to acquire or maintain a Eurodollar Funding as contemplated by this
Agreement, (i) such APA Bank shall promptly, after becoming aware thereof,
notify the Funding Agent and the Borrower thereof, (ii) the commitment of such
APA Bank hereunder to make a portion of a Eurodollar Funding, continue any
portion of a Eurodollar Funding as such and convert an ABR Funding to a
Eurodollar Funding shall forthwith be cancelled, and such cancellation shall
remain in effect so long as the circumstance described above exists, and (iii)
such APA Bank's portion of any Eurodollar Funding then outstanding shall be
converted automatically to an ABR Funding on the last day of the related
Eurodollar Funding Period, or within such earlier period as required by law.

If any such conversion of a portion of a Eurodollar Funding occurs on
a day which is not the last day of the related Eurodollar Funding Period, the
Borrower shall pay to such APA Bank such amounts, if any, as may be required to
compensate such APA Bank pursuant to Section 7.6 hereof. If circumstances
subsequently change so that it is no longer unlawful for an affected APA Bank to
acquire or to maintain a portion of a Eurodollar Funding as contemplated
hereunder, such APA Bank will, as soon as reasonably practicable after such APA

Bank knows of such change in circumstances, notify the Borrower, and the related
Funding Agent (with a copy to the Administrative Agent), and upon receipt of
such notice, the obligations of such APA Bank to acquire or maintain its
acquisition of portions of Eurodollar Fundings or to convert its portion of an
ABR Funding into portions of Eurodollar Fundings shall be reinstated.

(1) Each APA Bank agrees that, upon the occurrence of any event
giving rise to the operation of Section 7.8(a) with respect to such APA Bank, it
will, if requested by the Borrower and to the extent permitted by law or by the
relevant Official Body, endeavor in good faith to change the office at which it
books its portions of Eurodollar Fundings hereunder if such change would make it
lawful for such APA Bank to continue to acquire or to maintain its acquisition
of portions of Eurodollar Fundings hereunder; PROVIDED that such change may be
made in such manner that such APA Bank, in its sole determination, suffers no
unreimbursed cost or expense or any other disadvantage whatsoever.

Section 1.30 INABILITY TO DETERMINE EURODOLLAR RATE. If, prior to
the first day of any Eurodollar Period:

(1) the applicable Funding Agent shall have determined
(which determination in the absence of manifest error shall be
conclusive and binding upon the Borrower) that, by reason of
circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate for such
Eurodollar Funding Period; or

(2) the applicable Funding Agent shall have received
notice from one or more of the APA Banks in its Lending Group that the
Eurodollar Rate determined or to be determined for such Eurodollar
Funding Period will not adequately and fairly reflect the cost to such
APA Banks (as conclusively certified by such APA Banks) of purchasing
or maintaining their affected portions of Eurodollar Fundings during
such Eurodollar Funding Period;

then, in either such event, such Funding Agent shall give telecopy or telephonic
notice thereof (confirmed in writing) to the Administrative Agent, the Borrower
and the APA Banks in its Lending Group as soon as practicable thereafter. Until
such notice has been withdrawn by such Funding Agent, no further Eurodollar

Fundings shall be made with respect to such Lending Group. Each Funding Agent
agrees to withdraw any such notice as soon as reasonably practicable after it is
notified of a change in circumstances which makes such notice inapplicable.

Section 1.31 FEES. The Borrower hereby agrees to pay to each Funding
Agent, for the account of the Secured Parties in its Lending Group (and, if
applicable, itself), the fees specified in the Fee Letter. Such payments shall
be made to the Funding Agents on the dates and in the manner specified in the
Fee Letters.

ARTICLE VIII

INDEMNIFICATION

Section 1.32 INDEMNITY. Without limiting any other rights which the
Secured Parties may have hereunder or under applicable law, the Borrower agrees
to indemnify the Secured Parties, the Administrative Agent and any of their
permitted assigns and their respective agents, officers, directors and employees
(collectively, "INDEMNIFIED PARTIES") from and against any and all damages,
losses, claims, liabilities, costs and expenses, including reasonable attorneys'
fees (which such attorneys may be employees of the Secured Parties and the
Administrative Agent) and disbursements (all of the foregoing being collectively
referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them
arising out of or as a result of this Agreement and the other Basic Agreements,
excluding, however, (i) Indemnified Amounts to the extent resulting from gross
negligence or willful misconduct on the part of an Indemnified Party or (ii)
recourse (except as otherwise specifically provided in this Agreement and the
other Basic Agreements) for uncollectible Receivables and Other Conveyed
Property. Such Indemnified Amounts shall be paid in accordance with the terms
of the other Basic Agreements. Without limiting the generality of the
foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified
Amounts relating to or resulting from:

(1) reliance on any representation or warranty made by the Borrower
(or any officers of the Borrower) under or in connection with this Agreement or
any of the other Basic Agreements, any Funding Request or any other information
or report delivered by the Borrower pursuant hereto or thereto, which shall have
been false or incorrect in any material respect when made or deemed made;

(2) the failure by the Borrower to comply with any applicable law,
rule or regulation with respect to the Collateral, or the nonconformity of the
Collateral with any such applicable law, rule or regulation;

(3) the failure to vest and maintain vested in the Administrative
Agent on behalf of the Secured Parties a first priority perfected security
interest in the Collateral (including, without limitation, all Financed Vehicles
securing Receivables), free and clear of any Lien (other than the Lien of this
Agreement);

(4) the failure to file, or any delay in filing, financing
statements, continuation statements, or other similar instruments or documents
under the UCC of any applicable jurisdiction or other applicable laws with
respect to all or any part of the Collateral or the failure to note the lien of
the Borrower and/or the Administrative Agent, on behalf of the Secured Parties,
on the certificate of title to any Financed Vehicle securing a Receivable, which
failure has an adverse effect on the validity, perfected status or priority of
the security interest granted to the Administrative Agent on behalf of the
Secured Parties under this Agreement;

(5) any valid dispute, claim, offset or defense (other than
discharge in bankruptcy of the related Obligor) of the Obligor to the payment of
any Receivable (including, without limitation, a defense based on such
Receivable not being legal, valid and binding obligation of such Obligor
enforceable against it in accordance with its terms), or any other claim
resulting from the sale of a Financed Vehicle or services related to such
Receivable or the furnishing or failure to furnish such Financed Vehicle or
services;

(6) any failure of the Borrower to perform its duties, covenants or
obligations in accordance with the provisions of this Agreement;

(7) any product liability claim or personal injury or property
damage suit or other similar or related claim or action of whatever sort arising
out of or in connection with the related Financed Vehicle or related merchandise
or services which are the subject of any Receivable; or

(8) the co-mingling of Collections with any other funds;

PROVIDED, HOWEVER, that if a CP Lender enters into agreements for the
purchase of interests in receivables from one or more Other Transferors, such CP
Lender shall allocate such Indemnified Amounts which are in connection with its
activities to the Borrower and each Other Transferor; and PROVIDED FURTHER that
if such Indemnified Amounts are attributable to the Borrower and not
attributable to any Other Transferor, the Borrower shall be solely liable for
such Indemnified Amounts or, if such Indemnified Amounts are attributable to
Other Transferors and not attributable to the Borrower, such Other Transferors
shall be solely liable for such Indemnified Amounts.

Section 1.33 INDEMNITY FOR RESERVES AND EXPENSES. (a) If after the
date hereof, the adoption of any Law or bank regulatory guideline or any
amendment or change in the interpretation of any existing or future Law or bank
regulatory guideline by any Official Body charged with the administration,
interpretation or application thereof, or the compliance with any directive of
any Official Body (in the case of any bank regulatory guideline, whether or not
having the force of Law):

(1) shall impose, modify or deem applicable any
reserve, special deposit or similar requirement (including, without
limitation, any such requirement imposed by the Board of Governors of
the Federal Reserve System) against assets of, deposits with or for
the account of, or credit extended by, any Indemnified Party or shall
impose on any Indemnified Party or on the United States market for
certificates of deposit or the London interbank market any other
condition affecting this Agreement, the other Basic Agreements, any
Asset Purchase Agreement, any liquidity agreement between a CP Lender
and one or more financial institutions relating to this Agreement, the
Collateral or payments of amounts due hereunder or thereunder or its
obligation to advance funds under any agreement or otherwise in
respect of this Agreement, the other Basic Agreements, any Asset
Purchase Agreement, any liquidity agreement between a CP Lender and
one or more financial institutions relating to this Agreement, or the
Collateral; or

(2) imposes upon any Indemnified Party any other
expense (including, without limitation, reasonable attorneys' fees and
expenses, and expenses of litigation or preparation therefor in
contesting any of the foregoing) with respect to this Agreement, the
other Basic Agreements, any Asset Purchase Agreement, any liquidity
agreement between a CP Lender and one or more financial institutions
relating to this Agreement, the Collateral or payments of amounts due
hereunder or thereunder or its obligation to advance funds under any
agreement or otherwise in respect of this Agreement, the other Basic
Agreements, any Asset Purchase Agreement, any liquidity agreement
between a CP Lender and one

or more financial institutions relating to this Agreement, or the
Collateral;

and the result of any of the foregoing is to increase the cost to such
Indemnified Party with respect to this Agreement, the other Basic Agreements,
any Asset Purchase Agreement, any liquidity agreement between a CP Lender and
one or more financial institutions relating to this Agreement, the Collateral
and the obligations hereunder and thereunder, by an amount reasonably deemed by
such Indemnified Party to be material, then, on the next succeeding Distribution
Date after demand by a Funding Agent, the Borrower shall pay to such Funding
Agent, for the benefit of such Indemnified Party, such additional amount or
amounts as will compensate such Indemnified Party for such increased cost;
PROVIDED that no such amount shall be payable with respect to any period
commencing more than two hundred seventy (270) days prior to the date such
Funding Agent first notifies the Borrower of its intention to demand
compensation therefor under this Section 8.2(a); PROVIDED FURTHER that if such
change in Law, rule or regulation giving rise to such increased costs or
reductions is retroactive, then such 270-day period shall be extended to include
the period of retroactive effect thereof.

(1) If any Indemnified Party shall have determined that after the
date hereof, the adoption of any applicable Law or bank regulatory guideline
regarding capital adequacy, or any change therein, or any change in the
interpretation thereof by any Official Body, or any directive regarding capital
adequacy (in the case of any bank regulatory guideline, whether or not having
the force of law) of any such Official Body, has or would have the effect of
reducing the rate of return on capital of such Indemnified Party (or its parent)
as a consequence of such Indemnified Party's obligations hereunder or under any
of the Basic Agreements, any Asset Purchase Agreement, any liquidity agreement
between a CP Lender and one or more financial institutions relating to this
Agreement, or with respect hereto or thereto to a level below that which such
Indemnified Party (or its parent) could have achieved but for such adoption,
change, request or directive (taking into consideration its policies with
respect to capital adequacy) by an amount reasonably deemed by such Indemnified
Party to be material, then from time to time, within ten (10) days after demand
by a Funding Agent, the Borrower shall pay to such Funding Agent, for the
benefit of such Indemnified Party, such additional amount or amounts as will
compensate such Indemnified Party (or its parent) for such reduction; PROVIDED
that no such amount shall be payable with respect to any period commencing two
hundred

seventy (270) days prior to the date such Funding Agent first notifies the
Borrower of its intention to demand compensation under this Section 8.2(b);
PROVIDED FURTHER that if such change in Law, rule or regulation giving rise
to such increased costs or reductions is retroactive, then such 270-day
period shall be extended to include the period of retroactive effect thereof.

(2) The Administrative Agent and each Funding Agent will promptly
notify the Borrower of any event of which it has knowledge, occurring after the
date hereof, which will entitle an Indemnified Party to compensation pursuant to
this Article VIII. A notice by the Administrative Agent or a Funding Agent
claiming compensation for the benefit of an Indemnified Party under this Article
VIII and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In determining
such amount, the Administrative Agent or such Funding Agent may use any
reasonable averaging and attributing methods.

Section 1.34 INDEMNITY FOR TAXES. (a) All payments made by the
Borrower under this Agreement and any other Basic Agreement shall be made free
and clear of, and without deduction or withholding for or on account of, any
present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Official Body, EXCLUDING (i) taxes
imposed on the net income of the Administrative Agent, any Funding Agent or any
other Indemnified Party, however denominated, and (ii) franchise taxes imposed
on any of them in lieu of income taxes, in each case imposed: (1) by the United
States or any political subdivision or taxing authority thereof or therein; (2)
by any jurisdiction under the laws of which the Administrative Agent, any
Funding Agent or such Indemnified Party or lending office is organized or in
which its lending office is located, managed or controlled or in which its
principal office is located or any political subdivision or taxing authority
thereof or therein; or (3) by reason of any connection between the jurisdiction
imposing such tax and the Administrative Agent, any such Funding Agent, such
Indemnified Party or such lending office other than a connection arising solely
from this Agreement or any other Basic Agreement or any transaction hereunder or
thereunder (all such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, collectively or individually, "TAXES"). If any such
Taxes are required to be withheld from any amounts payable to the Administrative
Agent, any Funding Agent or any Indemnified Party hereunder, the amounts so
payable to the

Administrative Agent, any such Funding Agent or such Indemnified Party shall
be increased to the extent necessary to yield to such Person (after payment
of all Taxes) all amounts payable hereunder at the rates or in the amounts
specified in this Agreement and the other Basic Agreements. The Borrower
shall indemnify the Administrative Agent, any Funding Agent or any such
Indemnified Party for the full amount of any such Taxes on the Distribution
Date immediately succeeding the date of written demand therefor by such Person.

(1) Each Indemnified Party that is not incorporated under the laws
of the United States of America or a state thereof or the District of Columbia
shall:

(1) deliver to the Borrower and to the related Funding
Agent (A) two duly completed copies of IRS Form 1001 or Form 4224, or
successor applicable form, as the case may be, and (B) if applicable,
an IRS Form W-8 or W-9, or successor applicable form, as the case may
be;

(2) deliver to the Borrower and to the related Funding
Agent two (2) further copies of any such form or certification on or
before the date that any such form or certification expires or becomes
obsolete and after the occurrence of any event requiring a change in
the most recent form previously delivered by it to the Borrower; and

(3) obtain such extensions of time for filing and
complete such forms or certifications as may reasonably be requested
by the Borrower or such Funding Agent;

unless, in any such case, an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Indemnified Party from duly completing and
delivering any such form with respect to it, and such Indemnified Party so
advises the Borrower and the related Funding Agent. Each such Indemnified Party
so organized shall certify (i) in the case of an IRS Form 1001 or IRS Form 4224,
that it is entitled to receive payments under the this Agreement and the other
Basic Agreements without deduction or withholding of any United States federal
income taxes and (ii)

in the case of an IRS Form W-8 or IRS Form W-9, that it is entitled to an
exemption from United States backup withholding tax. Each Person that
becomes a party to this Agreement as an APA Bank, shall, prior to the
effectiveness of such assignment, participation or addition, as applicable,
be required to provide all of the forms and statements required pursuant to
this Section 8.3.

Section 1.35 OTHER COSTS, EXPENSES AND RELATED MATTERS. The Borrower
agrees, upon receipt of a written invoice, to pay or cause to be paid, and to
save the Secured Parties and the Administrative Agent harmless against liability
for the payment of, all reasonable out-of-pocket expenses (including, without
limitation, all reasonable attorneys', accountants' and other third parties'
fees and expenses, and any filing fees and expenses incurred by officers or
employees of the Secured Parties or the Administrative Agent) incurred by or on
behalf of any Secured Party or the Administrative Agent (i) in connection with
the negotiation, execution, delivery and preparation of this Agreement and the
other Basic Agreements and any documents or instruments delivered pursuant
hereto or thereto and the transactions contemplated hereby and thereby and (ii)
from time to time (a) relating to any amendments, waivers or consents under this
Agreement and the other Basic Agreements, (b) arising in connection with the
Administrative Agent's, the Secured Parties' or their respective agents'
enforcement or preservation of rights (including, without limitation, the
perfection and protection of the Administrative Agent's first priority security
interest in the Collateral), or (c) arising in connection with any audit,
dispute, disagreement, litigation or preparation for litigation involving this
Agreement.

ARTICLE IX

MISCELLANEOUS

Section 1.36 FURTHER ASSURANCES. Each party hereto shall take such
action and deliver such instruments to any other party hereto, in addition to
the actions and instruments specifically provided for herein, as may be
reasonably requested or required to effectuate the purpose or provisions of this
Agreement or to confirm or perfect any transaction described or contemplated
herein.

Section 1.37 WAIVER. Any waiver by any party of any provision of
this Agreement or any right, remedy or option hereunder shall only prevent and
estop such party from thereafter enforcing such provision, right, remedy or
option if such waiver is given in writing and only as to the specific instance
and for the specific purpose for which such waiver was given. The failure or
refusal of any party hereto to insist in any one or more instances, or in a
course of dealing, upon the strict performance of any of the terms or provisions
of this Agreement by any party hereto or the partial exercise of any right,
remedy or option hereunder shall not be construed as a waiver or relinquishment
of any such term or provision, but the same shall continue in full force and
effect.

Section 1.38 AMENDMENTS; WAIVERS. (a) Subject to the next
succeeding provisos and Section 9.3(b), no amendment, waiver, supplement,
modification or discharge of any provision of this Agreement shall be effective
unless the Rating Agency Condition shall have been satisfied and such waiver or
modification shall be in writing and signed by the Borrower, the Administrative
Agent, and the Funding Agents in respect of the Required Lending Groups, and
then such amendment, waiver, supplement, modification or discharge shall be
effective only in the specific instance and for the specific purpose for which
given; PROVIDED that no such action that (i) increases or decreases the Facility
Limit of any Lending Group hereunder, (ii) reduces amounts payable hereunder to
the Administrative Agent, any Secured Party or any Funding Agent, (iii) modifies
in any way the payment of interest and/or discount, fees, indemnities and other
amounts to any Secured Party hereunder (or to the Administrative Agent or to any
Funding Agent on its behalf), including any defined terms necessary to calculate
any such amounts, (iv) extends the Commitment Expiry Date or maturity of any
amount due hereunder or, except in the case of HLS, affects the ability of any
CP Lender to assign its interests to its related APA Banks under its Asset
Purchase

Agreement, (v) amends, modifies or waives any definition used herein which
relates to or refers to a specific Secured Party, (vi) increases the
Commitment of any APA Bank, or (vii) modifies the provisions of Section 7.1
or this Section 9.3 or the definition of "Required Lending Group" or any
other provision hereof specifying the number or percentage of APA Banks
required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder; shall in any case be effective
without the prior written consent of such Person(s) affected thereby;
PROVIDED FURTHER that no such action that affects the rights, duties or
obligations of the Administrative Agent or of any Funding Agent shall be
effective without the prior written consent of the Person(s) affected thereby.
In the case of any waiver, each of the parties hereto shall be restored to its
former position and rights hereunder, and any Termination Event or Servicer
Termination Event waived shall be deemed to be cured and not continuing; but no
such waiver shall extend to any subsequent or other Termination Event or
Servicer Termination Event, or impair any right consequent thereon.

(1) It is the intent of the parties hereto that the Borrower have
the right to amend this Agreement solely to add an additional lender or
additional lenders, subject to the approval of the Administrative Agent and each
Funding Agent party hereto, which shall not be unreasonably withheld or delayed.

Section 1.39 SEVERABILITY. In the event that any provision of this
Agreement or the application thereof to any party hereto or to any circumstance
or in any jurisdiction governing this Agreement shall, to any extent, be invalid
or unenforceable under any applicable statute, regulation or rule of law, then
such provision shall be deemed inoperative to the extent that it is invalid or
unenforceable and the remainder of this Agreement, and the application of any
such invalid or unenforceable provision to the parties, jurisdictions or
circumstances other than to whom or to which it is held invalid or
unenforceable, shall not be affected thereby nor shall the same affect the
validity or enforceability of any other provision of this Agreement. The
parties hereto further agree that the holding by any court of competent
jurisdiction that any remedy pursued by the Administrative Agent or any of the
Secured Parties hereunder is unavailable or unenforceable shall not affect in
any way the ability of the Administrative Agent or any of the Secured Parties to
pursue any other remedy available to it or them (subject, however, to any
provisions of this Agreement that expressly limit the exercise of such
remedies).

Section 1.40 NONPETITION COVENANT. Notwithstanding any prior
termination of this Agreement, each of the parties hereto agrees that it shall
not, prior to one year and one day after the Termination Date, institute
against, or join with any other Person in instituting against, the Borrower any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other similar proceeding under the laws of any jurisdiction. The parties agree
that damages will be an inadequate remedy for breach of this covenant and that
this covenant may be specifically enforced.

Section 1.41 NOTICES. All notices, demands, certificates, requests
and communications hereunder ("notices") shall be in writing and shall be
effective (a) upon receipt when sent through the U.S. mails, registered or
certified mail, return receipt requested, postage prepaid, with such receipt to
be effective the date of delivery indicated on the return receipt, or (b) one
Business Day after delivery to an overnight courier, or (c) on the date
personally delivered to an Authorized Officer of the party to which sent, or (d)
on the date transmitted by legible telecopier transmission with a confirmation
of receipt, in all cases addressed to the recipient at its address set forth in
Annex A to the Sale and Servicing Agreement. A copy of each notice given
hereunder to any party hereto shall also be given to (without duplication) the
Borrower, the Funding Agents and the Administrative Agent. Each party hereto
may, by notice given in accordance herewith to each of the other parties hereto,
designate any further or different address to which subsequent notices shall be
sent.

Section 1.42 TERM OF THIS AGREEMENT. This Agreement shall continue
in effect until the Termination Date. On such Termination Date, this Agreement
shall terminate, all obligations of the parties hereunder shall cease and
terminate and the Collateral, if any, held hereunder and not to be used or
applied in discharge of any obligations of the Borrower in respect of the
Secured Obligations or otherwise under this Agreement or any of the other Basic
Agreements, shall be released to and in favor of the Borrower; PROVIDED that the
provisions of Sections 3.4, 3.5, 7.6, 9.5, and 9.13 and Article VIII shall
survive any termination of this Agreement and the release of any Collateral upon
such termination.

Section 1.43 ASSIGNMENTS; THIRD-PARTY RIGHTS. This Agreement shall
be a continuing obligation of the parties hereto and shall (i) be binding upon
the parties and their respective successors and assigns, and (ii) inure to the
benefit

of and be enforceable by each Secured Party and the Administrative Agent for
the benefit of the Secured Parties, and by their respective successors,
transferees and assigns. The Borrower may not assign this Agreement, or
delegate any of its duties hereunder, without the prior written consent of
all of the Secured Parties.

Section 1.44 CONSENT OF REQUIRED LENDING GROUPS. In the event that
the consent of the Required Lending Groups is required under the terms hereof or
under the terms of any Basic Agreement, it is understood and agreed that, except
as otherwise provided expressly herein, the determination whether to grant or
withhold such consent shall be made solely by each Secured Party in its sole and
absolute discretion.

Section 1.45 LIMITATION OF LIABILITY. The Administrative Agent shall
not have any obligations under this Agreement or any other Basic Agreement other
than those specifically set forth herein or therein, and no implied obligations
of the Administrative Agent shall be read into this Agreement or any other Basic
Agreement. Without limiting any other provision hereof, the parties further
expressly acknowledge and agree that in no event shall The Chase Manhattan Bank
be liable under or in connection with this Agreement for indirect, special or
consequential losses or damages of any kind, including lost profits, even if
advised of the possibility thereof and regardless of the form of action by which
such losses or damages may be claimed.

Section 1.46 COUNTERPARTS. This Agreement may be executed in two or
more counterparts by the parties hereto, and each such counterpart shall be
considered an original and all such counterparts shall constitute one and the
same instrument.

Section 1.47 HEADINGS. The headings of Sections and paragraphs and
the Table of Contents contained in this Agreement are provided for convenience
only. They form no part of this Agreement and shall not affect its construction
or interpretation.

Section 1.48 NO RECOURSE AGAINST CERTAIN PARTIES. No recourse under
or with respect to any obligation, covenant or agreement (including, without
limitation, any obligation or agreement to pay fees or any other amount) of the
Borrower contained in this Agreement or any other agreement, instrument or
document entered into by it pursuant hereto or in connection herewith shall be
had

against any incorporator, Affiliate, stockholder, officer, employee, director
or agent of the Borrower solely by virtue of its acting in such capacity, by
the enforcement of any assessment, by any legal or equitable proceeding, by
virtue of any statute or otherwise; it being expressly agreed and understood
that the agreements of the Borrower contained in this Agreement and all of
the other agreements, instruments and documents entered into by it pursuant
thereto or in connection herewith are, in each case, solely the corporate
obligations of the Borrower, and that no personal liability whatsoever shall
attach to or be incurred by any incorporator, stockholder, Affiliate,
officer, employee, director or agent of the Borrower, or any of them, under
or by reason of any of the obligations, covenants or agreements of the
Borrower contained in this Agreement or in any other such instrument,
document or agreement, or which are implied therefrom, and that any and all
personal liability of every such incorporator, stockholder, affiliate,
officer, employee, director or agent of the Borrower for breaches by the
Borrower of any such obligations, covenants or agreements, which liability
may arise either at common law or at equity, by statute or constitution, or
otherwise, is hereby expressly waived as a condition of and in consideration
for the execution of this Agreement; PROVIDED that the foregoing shall not
relieve any such Person from any liability it might otherwise have as a
result of its fraudulent actions or omissions.

Section 1.49 RESPECTIVE RIGHTS OF THE BORROWER AND THE SECURED
PARTIES IN THE COLLATERAL. The Borrower hereby acknowledges and agrees that its
interest in the Collateral is subject and subordinate in all respects to its
pledge of the Collateral to the Secured Parties under this Agreement and that
the Administrative Agent holds the Collateral for the Secured Parties hereunder.

Section 1.50 CONSENTS TO JURISDICTION. Each of the parties hereto
irrevocably submits to the jurisdiction of the United States District Court for
the Southern District of New York, any court in the State of New York located in
the city and county of New York, and any appellate court from any thereof, in
any action, suit or proceeding brought against it and related to or in
connection with this Agreement, the other Basic Agreements or the transactions
contemplated hereunder or thereunder or for recognition or enforcement of any
judgment and each of the parties hereto irrevocably and unconditionally agrees
that all claims in respect of any such suit or action or proceeding may be heard
or determined in such New York State court or, to the extent permitted by law,
in such federal court. Each of the parties hereto agrees that a final judgment
in any such action,

suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
To the extent permitted by applicable law, each of the parties hereby waives
and agrees not to assert by way of motion, as a defense or otherwise in any
such suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of such courts, that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper or that this Agreement or any of the other Basic
Agreements or the subject matter hereof or thereof may not be litigated in or
by such courts. The Borrower hereby irrevocably appoints and designates The
▇▇▇▇▇▇▇▇-▇▇▇▇ Corporation System, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇-▇▇▇▇, as its true and lawful attorney and duly authorized agent for
acceptance of service of legal process. The Borrower agrees that service of
such process upon such Person shall constitute personal service of such
process upon it. Nothing contained in this Agreement shall limit or affect
the rights of any party hereto to serve process in any other manner permitted
by law or to start legal proceedings relating to any of the Basic Agreements
against the Borrower or its property in the courts of any jurisdiction.

Section 1.51 TRIAL BY JURY WAIVED. Each of the parties hereto
waives, to the fullest extent permitted by law, any right it may have to a trial
by jury in respect of any litigation arising directly or indirectly out of,
under or in connection with this Agreement, any of the other Basic Agreements or
any of the transactions contemplated hereunder or thereunder. Each of the
parties hereto (a) certifies that no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other party would
not, in the event of litigation, seek to enforce the foregoing waiver and (b)
acknowledges that it has been induced to enter into this Agreement and the other
Basic Agreements to which it is a party, by among other things, this waiver.

Section 1.52 LIABILITIES AND RIGHTS OF FUNDING AGENTS. (a)
Notwithstanding any provision of this Agreement or any other Basic Agreement:
(i) no Funding Agent shall have any obligations under this Agreement or any
other Basic Agreement other than those specifically set forth herein and
therein, and no implied obligations of any Funding Agent shall be read into this
Agreement or any other Basic Agreement; and (ii) in no event shall any Funding
Agent be liable under or in connection with this Agreement or any other Basic
Agreement for indirect, special, or consequential losses or damages of any kind,
including lost profits, even if advised of the possibility thereof and
regardless of the form of

action by which such losses or damages may be claimed. Neither shall any
Funding Agent nor any of their respective directors, officers, agents or
employees be liable for any action taken or omitted to be taken in good faith
by it or them under or in connection with this Agreement or any other Basic
Agreement, except for its or their own gross negligence or willful
misconduct. Without limiting the foregoing, each Funding Agent (a) may
consult with legal counsel, independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, (b) shall not be responsible to the Secured Parties,
the Seller, the Servicer or the Borrower for any statements, warranties or
representations made in or in connection with this Agreement or the other
Basic Agreements (except for its own), (c) shall not be responsible to the
Secured Parties, the Seller, the Servicer or the Borrower for the due
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or the other Basic Agreements (except with respect to
itself), (d) shall incur no liability under or in respect of any of the
Commercial Paper or other obligations of the CP Lenders under this Agreement
or the other Basic Agreements and (e) shall incur no liability under or in
respect of this Agreement or the other Basic Agreements by acting upon any
notice (including notice by telephone), consent, certificate or other
instrument or writing (which may be by facsimile) believed by it to be
genuine and signed or sent by the proper party or parties. Notwithstanding
anything else herein or in the other Basic Agreements, it is agreed that
where a Funding Agent may be required under this Agreement or the other Basic
Agreements to give notice of any event or condition or to take any action as
a result of the occurrence of any event or the existence of any condition,
such Funding Agent agrees to give such notice or take such action only to the
extent that it has actual knowledge of the occurrence of such event or the
existence of such condition, and shall incur no liability for any failure to
give such notice or take such action in the absence of such knowledge.

(1) Each of the Funding Agents hereby represents and warrants to
the Seller and the Servicer that it is duly authorized to act on behalf of any
CP Lender and APA Bank in its related Lending Group.

(2) Each Funding Agent other than the HLS Funding Agent and the
Autobahn Funding Agent hereby confirms that the APA Banks in its related Lender
Group have executed and delivered the related Asset Purchase Agreement and, by
such execution and delivery, have assumed all of the rights and obligations

of the APA Banks hereunder and under the other Basic Agreements. Except with
respect to HLS, upon effectiveness of this Agreement and, with respect to
each APA Bank, upon effectiveness of its related Asset Purchase Agreement,
each APA Bank shall have all of the rights and benefits of an "APA Bank"
hereunder and under the other Basic Agreements, and each APA Bank shall
assume, and be bound by and liable for, all of the duties and obligations of
an "APA Bank" hereunder and thereunder to the extent specified herein and
therein, in each case as if such rights, benefits, duties, and obligations
were set forth in their entirety in the related Asset Purchase Agreement.

(3) All actions taken by the Secured Parties in a Lending Group
hereunder and under the Basic Agreements shall be taken by the related Funding
Agent on behalf of such Secured Party.

Section 1.53 CP LENDERS GENERALLY. (a) Each of the parties hereto
hereby agrees that it will not institute against, or join with any other Person
in instituting against, a CP Lender any bankruptcy, insolvency, reorganization
or similar proceeding so long as any Commercial Paper or other notes issued by
such Purchaser shall be outstanding or there shall not have elapsed one year
plus one day since the last day on which any such CP Lender's Commercial Paper
or other notes shall have been outstanding.

(1) Notwithstanding anything to the contrary contained herein, the
obligations of a CP Lender under this Agreement are solely the corporate
obligations of such CP Lender and (i) in the case of obligations of a CP Lender
other than Commercial Paper, shall be payable at such time as funds are actually
received by, or are available to, such CP Lender, in excess of funds necessary
to pay in full all of its outstanding Commercial Paper and, to the extent funds
are not available to pay such obligations, the claims relating thereto shall not
constitute a claim against such CP Lender, but shall continue to accrue. Each
party hereto agrees that the payment of any claim (as defined in ▇▇▇▇▇▇▇ ▇▇▇ ▇▇
▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code (Bankruptcy)) of any such party against a CP
Lender, shall be subordinated to the payment in full of all of such Lender's
outstanding Commercial Paper. Notwithstanding the preceding two sentences, HLS
and the HLS Liquidity Banks and Autobahn and the Autobahn Liquidity Banks may
reach any agreement among themselves as to the matters set forth in the
preceding two sentences, and such agreement shall supercede the preceding two
sentences with respect to the relationship between HLS or Autobahn, as
applicable, and the other parties hereto.

No recourse under any obligation, covenant or agreement of a CP Lender
contained in this Agreement shall be had against any incorporator, stockholder,
officer, director, member, manager, employee or agent of such CP Lender or any
of their Affiliates (solely by virtue of such capacity) by the enforcement of
any assessment or by any legal or equitable proceeding, by virtue of any statute
or otherwise; it being expressly agreed and understood that this Agreement is
solely a corporate obligation of each CP Lender, and that no personal liability
whatever shall attach to or be incurred by any incorporator, stockholder,
officer, director, member, manager, employee or agent of such CP Lender or any
of its Affiliates (solely by virtue of such capacity) or any of them under or by
reason of any of the obligations, covenants or agreements of such CP Lender
contained in this Agreement, or implied therefrom, and that any and all personal
liability for breaches by a CP Lender of any of such obligations, covenants or
agreements, either at common law or at equity, or by statute, rule or
regulation, of every such incorporator, stockholder, officer, director, member,
manager, employee or agent is hereby expressly waived as a condition of and in
consideration for the execution of this Agreement; PROVIDED that the foregoing
shall not relieve any such Person from any liability it might otherwise have as
a result of their willful misconduct or of fraudulent actions taken or
fraudulent omissions made by them.

(2) Each of the parties hereto hereby waives any right to setoff
which it may have or to it may be entitled against a CP Lender or its assets.

Section 1.54 GOVERNING LAW. This Agreement shall be governed by and
construed, and the obligations, rights and remedies of the parties hereunder
shall be determined, in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have executed this Security
Agreement as of the date set forth on the first page hereof.

CP FUNDING CORP., as Borrower