8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 13, 2006

AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

Texas	1-10667	75-2291093
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

801 Cherry Street, Suite 3900, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS.

As described in AmeriCredit Corp.’s Annual Report on Form 10-K filed on September 11, 2006, AmeriCredit Financial Services, Inc. (“AmeriCredit”), a wholly-owned subsidiary of AmeriCredit Corp., entered into amendments on September 7, 2006 to the transaction documents concerning its $450 million Bay View 2005 Warehouse Trust credit facility with JPMorgan Chase Bank, National Association and BMO Capital Markets Corp. The Bay View 2005 Warehouse Trust credit facility is a revolving credit facility established by Bay View Acceptance Corporation (“Bay View”) prior to its acquisition by AmeriCredit effective May 1, 2006. Under this facility, AmeriCredit may finance up to $450 million of automobile retail installment sales contract receivables purchased either by AmeriCredit or by Bay View, a wholly-owned subsidiary of AmeriCredit, that meet certain eligibility requirements. Under this facility, AmeriCredit sells eligible receivables to a special purpose subsidiary, which in turn pledges the receivables as collateral for its borrowings under the facility. These amendments extended the $450 million commitment termination date to September 6, 2007 and made certain technical amendments that are not material. A copy of the amendments are filed herewith as exhibits to this Form 8-K.

Affiliates of JPMorgan Chase Bank, National Association and BMO Capital Markets Corp. have also performed investment banking and advisory services for AmeriCredit from time to time to which they have received customary fees and expenses.

Item 8.01. OTHER MATTERS

On September 11, 2006, AmeriCredit Corp. issued a press release announcing the launch of its offering of approximately $500 million in Convertible Senior Notes (the “Offering”), and its intention to repurchase approximately $200 million of common stock in connection with the Offering. A copy of the press release is filed with this Form 8-K as Exhibit 99.5.

On September 12, 2006, AmeriCredit Corp. issued a press release announcing the pricing of the Offering and its intention to use approximately $254 million of the Offering proceeds to repurchase its common stock. A copy of the press release is filed with this Form 8-K as Exhibit 99.6.

On September 12, 2006, AmeriCredit Corp. issued a press release announcing that its board of directors has authorized a stock repurchase plan for up to $300 million, in addition to stock repurchases to be made in connection with the Offering. AmeriCredit Corp. may purchase the stock from time to time, depending upon market conditions, in the open market or in privately negotiated transactions. A copy of press release is filed with this Form 8-K as Exhibit 99.7.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description of Exhibit
99.1	Second Amended and Restated Note Purchase Agreement, dated as of September 7, 2006, among AmeriCredit, Bay View 2005 Warehouse Trust, Falcon Asset Securitization Company LLC and Fairway Finance Company, LLC, as the Initial Purchasers, JPMorgan Chase Bank, National Association and BMO Capital Markets Corp., as the Lender Group Agents, JPMorgan Chase Bank, National Association and Bank of Montreal, as the Financial Institutions and JPMorgan Chase Bank, National Association, as Administrative Agent.
99.2	Amended and Restated Contribution Agreement, dated as of September 7, 2006, between AmeriCredit, as the Contributor, and Bay View Warehouse Corporation, as the Depositor.
99.3	Second Amended and Restated Sale and Servicing Agreement, dated as of September 7, 2006, between the Trust, Bay View Warehouse Corporation, AmeriCredit, as the Servicer and JPMorgan Chase Bank, National Association, as Indenture Trustee and Backup Servicer.

99.4	Second Amended and Restated Indenture, dated as of September 7, 2006, between Bay View 2005 Warehouse Trust and JPMorgan Chase Bank, National Association, as Indenture Trustee.
99.5	Press release dated September 11, 2006, entitled, “AmeriCredit to Offer $500 Million Convertible Senior Notes; Company Intends to Repurchase Approx. $200 Million of Common Stock”
99.6	Press release dated September 12, 2006, entitled “AmeriCredit Prices $500 Million Convertible Senior Notes; Company to Repurchase Approx. $254 Million of Common Stock”
99.7	Press release dated September 12, 2006, entitled “AmeriCredit Announces $300 Million Stock Repurchase Plan”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AmeriCredit Corp.

(Registrant)

Date: September 13, 2006	By:	/s/ CHRIS A. CHOATE
		Chris A. Choate Executive Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Second Amended and Restated Note Purchase Agreement, dated as of September 7, 2006, among AmeriCredit, Bay View 2005 Warehouse Trust, Falcon Asset Securitization Company LLC and Fairway Finance Company, LLC, as the Initial Purchasers, JPMorgan Chase Bank, National Association and BMO Capital Markets Corp., as the Lender Group Agents, JPMorgan Chase Bank, National Association and Bank of Montreal, as the Financial Institutions and JPMorgan Chase Bank, National Association, as Administrative Agent.
99.2	Amended and Restated Contribution Agreement, dated as of September 7, 2006, between AmeriCredit, as the Contributor, and Bay View Warehouse Corporation, as the Depositor.
99.3	Second Amended and Restated Sale and Servicing Agreement, dated as of September 7, 2006, between the Trust, Bay View Warehouse Corporation, AmeriCredit, as the Servicer and JPMorgan Chase Bank, National Association, as Indenture Trustee and Backup Servicer.
99.4	Second Amended and Restated Indenture, dated as of September 7, 2006, between Bay View 2005 Warehouse Trust and JPMorgan Chase Bank, National Association, as Indenture Trustee.
99.5	Press release dated September 11, 2006, entitled, “AmeriCredit to Offer $500 Million Convertible Senior Notes; Company Intends to Repurchase Approx. $200 Million of Common Stock”
99.6	Press release dated September 12, 2006, entitled “AmeriCredit Prices $500 Million Convertible Senior Notes; Company to Repurchase Approx. $254 Million of Common Stock”
99.7	Press release dated September 12, 2006, entitled “AmeriCredit Announces $300 Million Stock Repurchase Plan”

EX-99.1

Exhibit 99.1

EXECUTION COPY

SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

among

AMERICREDIT FINANCIAL SERVICES, INC.

(the “Contributor”)

BAY VIEW 2005 WAREHOUSE TRUST

(the “Issuer”)

FALCON ASSET SECURITIZATION COMPANY LLC

and

FAIRWAY FINANCE COMPANY, LLC

(the “Initial Purchasers”)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

and BMO CAPITAL MARKETS CORP.

(the “Lender Group Agents”)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and BANK OF MONTREAL

(the “Financial Institutions”)

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(the “Administrative Agent”)

Dated as of September 7, 2006

Table of Contents

SECTION	HEADING	PAGE
ARTICLE I	DEFINITIONS	1
Section 1.01.	Certain Defined Terms	1
Section 1.02.	Other Definitional Provisions	6
ARTICLE II	PURCHASE AND SALE; ADVANCES	6
Section 2.01.	Initial Purchase and Sale of the Notes	6
Section 2.02.	[Reserved.]	7
Section 2.03.	Advances	7
Section 2.04.	[Reserved.]	7
Section 2.05.	Interest Rates	7
Section 2.06.	Taxes	8
Section 2.07.	Extension of Commitment Expiry Date	9
ARTICLE III	[RESERVED.]	10
ARTICLE IV	CONDITIONS PRECEDENT	10
Section 4.01.	Conditions to Initial Purchase	10
Section 4.02.	Conditions Precedent to Advances	11
ARTICLE V	REPRESENTATIONS AND WARRANTIES	11
Section 5.01.	Authority, Etc	12
Section 5.02.	Notes	12
Section 5.03.	Litigation	12
Section 5.04.	Taxes, Etc	13
Section 5.05.	Financial Condition	13
Section 5.06.	Transaction Document Representations and Warranties	13
Section 5.07.	Issuer and Servicer Representations and Warranties	13
Section 5.08.	No Registration of the Note; No Qualification of the Indenture	13
Section 5.09.	Power and Authority	13
Section 5.10.	Confirmation of Written Information	13
ARTICLE VI	COVENANTS OF THE PARTIES	14
Section 6.01.	Information from the Transaction Parties	14
Section 6.02.	Covenants.	14

-i-

ARTICLE VII	ADDITIONAL COVENANTS	14
Section 7.01.	Expenses	14
Section 7.02.	Restrictions on Transfer	15
Section 7.03.	Securities Act	15
ARTICLE VIII	INDEMNIFICATION	15
Section 8.01.	Indemnification by the Contributor	15
Section 8.02.	Procedure	15
Section 8.03.	Defense of Claims	15
ARTICLE IX	MISCELLANEOUS	16
Section 9.01.	Amendments	16
Section 9.02.	Notices	16
Section 9.03.	No Waiver; Remedies	16
Section 9.04.	Binding Effect; Assignability	17
Section 9.05.	Provision of Documents and Information	18
Section 9.06.	Governing Law; Jurisdiction	18
Section 9.07.	No Proceedings	18
Section 9.08.	Execution in Counterparts	18
Section 9.09.	Waiver of Set-off	19
Section 9.10.	Corporate Obligations – Issuer	19
Section 9.11.	Survival	19
Section 9.12.	Appointment of Administrative Agent for the Purchasers and Lender Group Agents	19
Section 9.13.	Bankruptcy Petition Against any CP Issuing Purchaser	21
Section 9.14.	Trial by Jury Waived	22
Section 9.15.	Severability of Provisions	22
Section 9.16.	Captions	22
Section 9.17.	Integration	22
Section 9.18.	Limitation of Liability	22
Section 9.19.	Amendment and Restatement	22

Schedule I — Addresses for Notices

-ii-

THIS SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Agreement”) is dated and made as of September 7, 2006, by and among Bay View 2005 Warehouse Trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC. (the “Contributor”), FALCON ASSET SECURITIZATION COMPANY LLC (formerly Falcon Asset Securitization Corporation) and FAIRWAY FINANCE COMPANY, LLC, as the initial Noteholders (the “Initial Purchasers”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and BANK OF MONTREAL (the “Financial Institutions”; and together with the Initial Purchasers, the “Purchasers”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and BMO CAPITAL MARKETS CORP. (formerly Harris Nesbitt Corp.), as Lender Group Agents (as defined below), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Purchasers and the Lender Group Agents (the “Administrative Agent”).

RECITALS

WHEREAS, the Issuer, Bay View Acceptance Corporation, as “Contributor”, the Purchasers, the Lender Group Agents and the Administrative Agent entered into the Amended and Restated Note Purchase Agreement, dated as November 11, 2005 (as amended, supplemented or modified prior to the effectiveness hereof, the “Prior Agreement”);

WHEREAS, pursuant to the Assignment and Assumption Agreement dated as of even date herewith (the “Assignment and Assumption Agreement”), Bay View Acceptance Corporation assigned all of its rights and obligations (including, as applicable, in its individual capacity and in its capacity as “Contributor”, “Servicer” and “Custodian”) under the Prior Agreement and the other Transaction Documents to AmeriCredit; and

WHEREAS, the parties hereto wish to amend and restate the Prior Agreement to reflect the assignments made pursuant to the Assignment Agreement and to make certain other modifications.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

Section 1.01. Certain Defined Terms. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture and the Sale and Servicing Agreement (as defined below), as applicable. References to actions taken by AmeriCredit, individually or in its capacity as the Contributor, the Servicer or the Custodian, prior to the effectiveness of the Assignment and Assumption Agreement shall mean and be references to Bay View Acceptance Corporation acting in such capacities; provided, however, each of the parties hereto acknowledges and agrees that pursuant to the Assignment and Assumption Agreement, AmeriCredit has assumed all obligations and liabilities for such actions now existing or hereafter

arising under the Transaction Documents. Additionally, the following terms shall have the following meanings:

“Advance” means a payment by a Noteholder under its Note pursuant to the provisions of Section 2.03 hereof or Section 2.13 of the Indenture.

“Advance Date” means the Funding Date on which each Advance occurs.

“Agents” means the Lender Group Agents and the Administrative Agent.

“Aggregate Advance” has the meaning specified in Section 2.03 hereof.

“Assignment and Assumption Agreement” has the meaning set forth in the Recitals.

“Assignment Agreement” means an assignment agreement entered into by a Noteholder and a permitted assignee pursuant to Section 9.04, pursuant to which such assignee may become a party to this Agreement.

“Business Day” has the meaning ascribed to such term in the Indenture.

“Commercial Paper” means promissory notes issued by a CP Issuing Purchaser in the United States commercial paper market.

“Commitment Expiry Date” means September 6, 2007, as such date may be extended from time to time pursuant to Section 2.07 hereof.

“Contribution Agreement” means the Amended and Restated Contribution Agreement, dated as of the Restatement Date, between the Contributor and the Depositor relating to the transfer of Receivables by the Contributor to the Depositor, as amended, restated, modified or otherwise supplemented from time to time in accordance with the terms thereof.

“CP Costs” means, for each day, the sum of (i) discount or yield accrued on Pooled Commercial Paper (as defined below) on such day, plus (ii) any and all accrued commissions in respect of placement agents and dealers for the applicable Purchaser’s commercial paper, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase facilities funded substantially with Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of liquidation fees related to any prepayment of any receivable interest of such Initial Purchaser pursuant to the terms of any receivable purchase facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if the Issuer shall request any purchase hereunder during any period of time determined by the Lender Group Agent for such Purchaser in its sole discretion to result in incrementally higher CP Costs applicable to such Purchase, the principal amount of any Note Advance associated with any such Purchase shall, during such period, be deemed to be funded by such Purchaser in a special pool (which may include capital associated with other receivable purchase facilities) for purposes of determining such additional CP Costs applicable

2

only to such special pool and charged each day during such period against such Capital. Each Note Advance funded substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon percentage share the principal amount of such Note Advance represents in relation to all assets held by such Purchaser and funded substantially with Pooled Commercial Paper.

“CP Disruption” means the inability of a CP Issuing Purchaser, at any time, whether as a result of a prohibition or any event or circumstance whatsoever, to raise funds through the issuance of Commercial Paper in the United States commercial paper market.

“CP Issuing Purchaser” means a Purchaser that issues Commercial Paper and may fund all or any portion of any purchase of a Note hereunder through the issuance of Commercial Paper.

“CP Rate” means, when used in reference to either of the Initial Purchasers shall have, when used in reference to any Purchaser, for each day during a Fixed Period and to the extent such Purchaser funds a Note Advance on such day through the issuance of Notes, the aggregate CP Costs for each day during such Fixed Period associated with the principal amount of such Note Advance, expressed as a percentage of such principal amount and converted to an interest bearing equivalent rate per annum.

“CP Tranche” means any portion of the Note Principal Balance funded by a CP Issuing Purchaser.

“Depositor” means Bay View Warehouse Corporation, a Delaware corporation, and its successors.

“Fairway” Fairway Finance Company, LLC, a Delaware limited liability company, the administrator for which is BMO Capital Markets Corp., and its successors and assigns.

“Fairway Lender Group” means Fairway, BMO Capital Markets Corp. and Bank of Montreal.

“Falcon” means Falcon Asset Securitization Company LLC, a Delaware limited liability company, and its successors and assigns.

“Falcon Lender Group” means Falcon and JPMorgan.

“Federal Bankruptcy Code” means the Bankruptcy Code of the United States of America codified in Title 11 of the United States Code, as amended from time to time.

“Financial Institution” means any financial institution which from time to time may become a party hereto as a Financial Institution and party to a Liquidity Agreement as a party to whom a CP Issuing Purchaser may assign all or a portion of such CP Issuing Purchaser’s Note(s).

“Fixed Period” means the period commencing on the twentieth day of each calendar month and ending on twentieth day of the next succeeding calendar month.

3

“Governmental Action” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rule.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Governmental Rule” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

“Indemnified Party” means each Purchaser, including without limitation each Initial Purchaser and each Financial Institution, and the Agents, and their respective officers, members, directors, employees, agents, representatives, successors and assignees.

“Indenture” means the Second Amended and Restated Indenture dated as of the Restatement Date, between the Issuer and JPMorgan, as Indenture Trustee, as amended, restated, modified or otherwise supplemented from time to time in accordance with the terms thereof.

“Initial Funding Date” means June 20, 2005.

“Initial Purchasers” means each of Falcon and Fairway and their successors and assigns.

“JPMorgan” means JPMorgan Chase Bank, National Association, a national banking association, and its successors.

“Lender Group” means the Falcon Lender Group or the Fairway Lender Group.

“Lender Group Agent” means, with respect to the Falcon Lender Group, JPMorgan, not individually but as agent for such Lender Group, and with respect to the Fairway Lender Group, BMO Capital Markets Corp., as administrator for Fairway, not individually but as agent for such Lender Group.

“LIBOR” means the rate per annum equal to the applicable British Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first day of the relevant Interest Rate Period, and having a maturity equal to such Interest Rate Period, provided that, (i) if Reuters Screen FRBD is not available to the Administrative Agent for any reason, the applicable LIBOR for the relevant Interest Rate Period shall instead be the applicable British Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Rate Period, and having a maturity equal to such Interest Rate Period, and (ii) if no such British Bankers’ Association Interest Settlement Rate is available to the Administrative Agent, the applicable LIBOR for the relevant Interest Rate Period shall instead be the rate determined by the Administrative Agent to be the rate at which JPMorgan offers to place deposits in U.S. dollars with first-class banks in the London interbank market at

4

approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Rate Period, in the approximate amount to be funded at LIBOR and having a maturity equal to such Interest Rate Period, divided by (b) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against the Administrative Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Interest Rate Period plus LIBOR shall be rounded, if necessary, to the next higher 1/16 of 1%.

“LIBOR Tranche” means any portion of the Note Principal Balance of any Note funded by any Purchaser through the borrowing of loans (or the sale of participation interests) at an interest rate based on LIBOR.

“Liquidity Agreement” means any agreement between a CP Issuing Purchaser and an affiliated Financial Institution, including, without limitation, (i) that certain Amended and Restated Asset Purchase Agreement (Bay View Warehouse Corporation) dated as of June 18, 2006, by and among Falcon, the Falcon Lender Group Agent, and the “Assignees” from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, and (ii) that certain Amended and Restated Liquidity Asset Purchase Agreement dated as of October 20, 2000, by and among Fairway, Bank of Montreal, and the “Assignees” from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“London Business Day” means any Business Day on which commercial banks are open for international business in London, England.

“Note” has the meaning ascribed to it in the Indenture.

“Note Advance” means an Advance under a Note.

“Noteholder” means any holder of a Note.

“Pool” means the aggregation of Receivables and related assets contained from time to time in the Issuer’s trust estate.

“Pooled Commercial Paper” means commercial paper notes of a Purchaser subject to any particular pooling arrangement by such Purchaser, but excluding commercial paper issued by such Purchaser for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such Purchaser.

“Prime Rate Tranche” means any portion of the Note Principal Balance of any Note that is not a CP Tranche or a LIBOR Tranche.

“Prior Agreement” has the meaning set forth in the Recitals.

“Pro Rata Share” means, with respect to each Noteholder, a fraction, expressed as a percentage the numerator of which is the face amount of such Noteholder’s Note and the denominator of which is the Maximum Outstanding Note Amount. On the Restatement Date, the Falcon Lender Group’s Pro Rata Share shall be 67% and the Fairway Lender Group’s Pro Rata Share shall be 33%.

5

“Purchasers” means the Initial Purchasers, the Financial Institutions and any other Purchaser of a Note from time to time party hereto.

“Sale and Servicing Agreement” means the Second Amended and Restated Sale and Servicing Agreement, dated as of the Restatement Date, among the Issuer, the Depositor, the Indenture Trustee, the Backup Servicer and the Servicer, relating to the transfer of the Receivables and related Deposited Assets from the Depositor to the Issuer and the servicing of the Receivables and the rest of the Trust Estate, as the same may be amended, restated, modified or otherwise supplemented from time to time in accordance with the terms thereof.

“Third Party Claim” has the meaning specified in Section 8.02 hereof.

“Tranche” means a Prime Rate Tranche, a CP Tranche and/or a LIBOR Tranche.

“Transaction Party” means each of the Issuer, the Contributor, the Depositor, the Servicer and the Custodian.

“Trust Agreement” means the Second Amended and Restated Trust Agreement, dated as of the Restatement Date, by and between Bay View Warehouse Corporation and Wilmington Trust Company.

Section 1.02. Other Definitional Provisions. (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Article, Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Articles, Sections, subsections, the Schedule and Exhibits in or to this Agreement unless otherwise specified.

Article II

PURCHASE AND SALE; ADVANCES

Section 2.01. Initial Purchase and Sale of the Notes. Pursuant to the terms of the Prior Agreement, the Issuer sold to the Initial Purchasers, and the Initial Purchasers purchased, on the Initial Funding Date, Notes with an aggregate Note Principal Balance of $266,513,454.44. The

6

Issuer and the Initial Purchasers reaffirm such purchase and sale and their respective rights and obligations hereunder and under the other Transaction Documents with respect thereto. As of the Restatement Date, the aggregate Note Principal Balance of the Notes owned by the Initial Purchasers equals $151,348,474.28.

Section 2.02. [Reserved.]

Section 2.03. Advances. The Initial Purchasers, with respect to the Notes, may be requested by the Issuer to make Advances from time to time in accordance with, and subject to the conditions and terms of the Indenture and upon the satisfaction, as of the applicable Advance Date, of each of the conditions set forth in Section 2.12 of the Indenture and Sections 4.02 hereof. Advances shall be funded pursuant to Section 2.14 of the Indenture. The aggregate amount of Advances to be made pursuant to any Notice of Funding is referred to as an “Aggregate Advance” and each Noteholder’s Note Advance as part of such Aggregate Advance shall be in an amount equal to its Pro Rata Share of the Noteholder Advances which are part of such Aggregate Advance. Unless otherwise agreed to by the Lender Group Agents, each Aggregate Advance shall be in a minimum amount of $1,000,000, provided that: (a) after giving effect to such Aggregate Advance, the Note Principal Balance with respect to the Notes shall not exceed the Maximum Outstanding Note Amount and the amount on deposit in the Spread Account shall be equal to or greater than the Requisite Amount, (b) the number of Aggregate Advances shall not exceed two during any calendar week and (c) the Issuer shall, by 1:00 p.m. Eastern time at least one (1) Business Day prior to the proposed date of such Aggregate Advance, deliver to the Administrative Agent, the Lender Group Agents and such other Persons as are specified in the Indenture an executed Notice of Funding and Funding Certificate with respect to such Aggregate Advance. Each Noteholder shall transfer the amount of its Advance or Advances in immediately available funds to the account specified in Section 2.14 of the Indenture on the date of the Aggregate Advance specified in such Notice of Funding.

Section 2.04. [Reserved.]

Section 2.05. Interest Rates. (a) Any portion of the Note Principal Balance of any Note shall be a LIBOR Tranche unless: (i) it is held by a CP Issuing Purchaser and is allocated to a CP Tranche; (ii) on or prior to the first day of the next related Interest Rate Period, a Lender Group Agent has given the Issuer and the Servicer notice that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for the Purchaser affiliated with such Lender Group Agent to fund Advances pursuant to Section 2.03 hereof or, in the case of a CP Issuing Purchaser, the related Financial Institution under the related Liquidity Agreement to fund the purchase of Advances at LIBOR (and the affiliated Lender Group Agent shall not have subsequently notified the Servicer and the Issuer that such circumstances no longer exist); (iii) such Interest Rate Period is not a period of one month; (iv) such Tranche was not designated a LIBOR Tranche by 3:00 p.m. (New York, New York time) on the third London Business Day preceding the first day of such Interest Rate Period; or (v) the outstanding principal amount of such Tranche is less than $1,000,000. In each case in which a portion of the related Note Principal Balance is not allocated to a CP Tranche or a LIBOR Tranche it shall be a Prime Rate Tranche.

7

(b) The Lender Group Agent for the affected Lender Group shall, with the consent of the Issuer except after the occurrence and during the continuance of a Termination Event, select the duration of the Interest Rate Period related to each Tranche. In selecting such Interest Rate Periods after the occurrence and during the continuance of a Termination Event, such Agent shall use reasonable efforts, taking into consideration market conditions to accommodate the Issuer’s preferences.

(c) The Lender Group Agents shall, on or before the third (3^rd) Business Day of each calendar month, deliver to the Administrative Agent one consolidated invoice for interest accrued during, and any fees or other charges payable with respect to, the immediately prior calendar month (the “Invoice”). Upon the occurrence and during the continuance of any Termination Event, the duration of any Interest Rate Period that commences during such period on or after such date shall be of such duration as shall be selected by the Lender Group Agents. In addition, if a CP Disruption shall have occurred and be continuing, a CP Issuing Purchaser, or the Financial Institution affiliated with such Purchaser, on its behalf, may, upon notice to the Servicer, the Issuer and the Indenture Trustee, terminate any Interest Rate Period then in effect for any CP Tranche (it being understood that, upon such termination, the portion of the Note Principal Balance of any Note held by such Purchaser and allocated to such CP Tranche shall be reallocated to a LIBOR Tranche or a Prime Rate Tranche as provided in clause (a)). Interest on each Tranche during each Interest Rate Period shall accrue at the applicable Note Interest Rate for the applicable Note and such Interest Rate Period and all accrued and unpaid interest on each Tranche shall be payable on each Payment Date in accordance with the terms of the Indenture. Interest with respect to any Tranche due but not paid on any Payment Date will be due on the next succeeding Payment Date together with Overdue Interest as calculated in accordance with the terms of the Indenture.

Section 2.06. Taxes. (a) All payments made by the Issuer under this Agreement, the Indenture, the Notes, the other Transaction Documents and any other agreement or document executed in connection with any of the foregoing, to or for the benefit of any Purchaser shall be made, to the extent allowed by law, free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority having taxing authority (excluding income taxes, branch profits or franchise taxes imposed or based on income or gross receipts imposed on any Purchaser or Lender Group, any Lender Group Agent or the Administrative Agent as a result of any present or former connection between the jurisdiction of the government or taxing authority imposing such tax or any political subdivision or taxing authority thereof or therein and such Agent or Purchaser (other than any connection arising solely from such Agent or Purchaser having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note or any other related document to which any Purchaser or any Agent is a party)) (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld from any amounts payable to or under any Note, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.05) the applicable Purchaser or Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Issuer shall make such deductions, (iii) the Issuer shall pay the full amount deducted to the

8

relevant taxing authority or other authority in accordance with applicable law, (iv) the Lender Group Agents shall furnish to the Issuer, at its address referred to in the Indenture, the original or a certified copy of a receipt evidencing payment thereof, and (v) in the event the applicable Purchaser or Agent receives a refund of any Taxes paid by the Issuer pursuant to Section 2.05(a) or 2.05(b), or receives a tax credit or other reduction in Taxes which is attributable to a payment made by the Issuer pursuant to this Section 2.05, such party shall pay an amount equal to such refund, credit or reduction to the Issuer within 45 days of the receipt of such refund or application of such credit or reduction.

(b) In addition, the Issuer agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to any Liquidity Agreement (hereinafter, “Other Taxes”).

(c) Subject to the provisions set forth in this Section 2.05, and except to the extent provided in Section 2.05(a), the Issuer will indemnify each Indemnified Party for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.05) paid by such Indemnified Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, provided, that such Indemnified Party, in making a demand for indemnity, shall provide the Issuer with a certificate from the relevant taxing authority or from a responsible officer of such Person stating or otherwise evidencing that such Person has made payment of such Taxes or Other Taxes and will provide a copy of or extract from documentation, if available, furnished by such taxing authority evidencing assertion or payment of such Taxes or Other Taxes. Whenever any Taxes are payable by the Issuer, within thirty (30) days after receipt by the Issuer of an original official receipt showing payment thereof, the Issuer shall send to the applicable Purchaser or Agent a certified copy of such receipt. If the Issuer fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the applicable Purchaser or Agent the required receipts or other required documentary evidence, the Issuer shall indemnify such Person for any incremental Taxes, interest or penalties that such Person is legally required to pay as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement, the Indenture and the payment of the Note.

(d) All Taxes and Other Taxes owing under this Section 2.05 shall be payable in accordance with the provisions of the Indenture.

Section 2.07. Extension of Commitment Expiry Date. (a) The Issuer may request that the Purchasers extend the Commitment Expiry Date by giving the Lender Group Agents and the Administrative Agent written notice of such request not more than six (6) months but not less than 60 days prior (the “Extension Request Date”) to the Commitment Expiry Date then in effect (the “Original Commitment Expiry Date”). Each Lender Group Agent shall promptly notify the Purchasers in its Lender Group of such request and each Lender Group Agent shall, on behalf of the Purchasers in its Lender Group, notify the Administrative Agent and the Issuer not later than 30 days after the Extension Request Date whether or not it consents to such extension (the “Extension Acceptance Date”). Consent to any extension requested by the Issuer may be given or withheld in the sole and absolute discretion of each Purchaser. If each Purchaser consents to an extension requested by the Issuer, effective as of the Original Commitment Expiry Date, the Commitment Expiry Date shall be extended to an agreed Business Day that is no more than 364 days from the Extension Acceptance Date.

9

(b) If any Purchaser does not consent to an extension of the Original Commitment Expiry Date as provided in Section 2.07(a), the Commitment Expiry Date shall automatically occur on the Original Commitment Expiry Date.

Article III

[RESERVED.]

Article IV

CONDITIONS PRECEDENT

Section 4.01. Conditions to Restatement of Agreement. This Agreement shall become effective on the Restatement Date, subject to the satisfaction of the conditions set forth in Section 2.11 of the Indenture and of the following conditions (any or all of which (except Section 4.01(c)) may be waived by unanimous consent of the Agents in the Agents’ sole discretion):

(a) Each of the Transaction Documents shall be in full force and effect and all consents, waivers and approvals necessary for the consummation of the transactions contemplated by the Transaction Documents shall have been obtained and shall be in full force and effect, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be reasonably satisfactory in all respects to the Initial Purchasers, the Financial Institutions and the Agents, and each of the parties to such agreements shall have furnished to each of the Initial Purchasers, the Financial Institutions and the Agents all documents and information that any of them or their counsel may reasonably request to enable them to pass on such matters.

(b) Each of the representations and warranties contained in this Agreement, the Indenture, the Contribution Agreement, the Sale and Servicing Agreement, and the other Transaction Documents made by each of the parties to such agreements shall be true and correct in all material respects as of the Restatement Date as though made as of such time (except to the extent that they expressly relate to an earlier time, then such representations and warranties shall be true and correct as of such earlier time).

(c) The Contributor and the Issuer and their affiliates shall be in compliance with each of the covenants contained in this Agreement, the Indenture, and the other Transaction Documents.

(d) No Default, Event of Default, Servicer Event of Default or Termination Event has occurred and is continuing.

(e) All accrued and unpaid fees owing to the Purchasers and the Agents under the Fee Letter shall have been paid.

10

Section 4.02. Conditions Precedent to Advances. The funding of any Aggregate Advance under this Agreement shall be subject to the satisfaction, as of the applicable date of the Aggregate Advance, of each of the following conditions:

(a) All of the terms, covenants, agreements and conditions of the Transaction Documents, including Section 2.12 of the Indenture, required to be complied with and performed by each Transaction Party on or prior to the applicable date of such Aggregate Advance, shall have been complied with and performed;

(b) Each of the representations and warranties contained in this Agreement, the Indenture and the other Transaction Documents made by each Transaction Party to such agreements shall be true and correct in all material respects as of such date as though made as of such time (except to the extent that they expressly relate to an earlier time, then such representations and warranties shall be true and correct as of such earlier time);

(c) The representations and warranties set forth in Part II of each of the Schedule of Representations attached as Schedule II to the Contribution Agreement and the Schedule of Representations attached as Schedule III to the Sale and Servicing Agreement shall be true and correct on the Cutoff Date with respect to the Subsequent Receivables to be transferred on the proposed date of such Advance;

(d) No Event of Default, Servicer Event of Default, Default, or Termination Event shall have occurred and be continuing (both before and after giving effect to such Advance);

(e) Both before and immediately after giving effect to such Aggregate Advance, the Collateral Test Amount shall not be less than zero (0);

(f) The end of the Funding Period shall not have occurred;

(g) On or before the proposed date of such Aggregate Advance, the Administrative Agent shall have received executed copies of one or more Hedge Agreements as required by Section 3.15 of the Indenture;

(h) All fees due and payable under the Fee Letter (as defined in the Indenture) to the Initial Purchasers and the Agent as of the applicable date of such Aggregate Advance shall have been paid in full;

(i) All fees and expenses due and payable pursuant to Section 7.01 hereof shall have been paid in full; and

(j) Each of the Transaction Documents shall be in full force and effect.

Article V

REPRESENTATIONS AND WARRANTIES

The Contributor and the Issuer each hereby makes the following representations and warranties as to itself to the Purchasers and the Agents, as of the Restatement Date and as of

11

each Funding Date, and the Purchasers shall be deemed to have relied on such representations and warranties in agreeing to enter into this Agreement and in making (or committing to make) each Advance on each Funding Date.

Section 5.01. Authority, Etc. (a) Such Person has been duly organized and is validly existing and in good standing under the laws of the State of its organization, with corporate power and authority to own its properties and to transact the business in which it is now engaged, and each such Person is duly qualified to do business and is in good standing (or is exempt from such requirements) in each State of the United States where the nature of its business requires it to be so qualified and the failure to be so qualified and in good standing would have a material adverse effect on such Person or any part of the Trust Estate or any material adverse effect on the interests of the Noteholders.

(b) The issuance, sale, assignment and conveyance of the Notes, the performance of such Person’s obligations under this Agreement, and the consummation of the transactions contemplated in the Transaction Documents will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than any Lien created by the Transaction Documents), charge or encumbrance upon any of the property or assets of each such Person or any of their Affiliates pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which they or any of their Affiliates is bound or to which any of its property or assets is subject, nor will such action result in any violation of the provisions of any Person’s organizational documents or any Governmental Rule applicable to such Person.

(c) No Governmental Action which has not been obtained is required by or with respect to, as the case may be, such Person in connection with the execution and delivery of the Notes or any of the Transaction Documents by such Person, or the consummation by such Person of the transactions contemplated hereby or thereby.

(d) Each of the Transaction Documents to which such Person is a party has been duly authorized, executed and delivered by such Person and is the valid and legally binding obligation of such Person, enforceable against such Person in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Section 5.02. Notes. The Notes have been duly and validly authorized, executed, authenticated, delivered, issued and are outstanding, and are entitled to the benefits of the Indenture and constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, insolvency, or other similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles) and will be entitled to the benefits of the Indenture, this Agreement and the other Transaction Documents.

Section 5.03. Litigation. There is no pending or, to such Person’s knowledge, threatened action, suit or proceeding by or against such Person before any Governmental Authority or any arbitrator (i) with respect to the Trust Estate, the Notes, the Transaction Documents or any of the transactions contemplated herein or therein, or (ii) with respect to such

12

Person which, in the case of any such action, suit or proceeding with respect to such Person if adversely determined, would have a material adverse effect on the ability of such Person to perform its obligations hereunder or thereunder.

Section 5.04. Taxes, Etc. Any taxes, fees and other charges of Governmental Authorities applicable to such Person, in connection with the execution, delivery and performance by such Person of the Transaction Documents or otherwise applicable to such Person in connection with the Trust Estate have been paid or will be paid by such Person prior to any applicable Advance Date, to the extent then due.

Section 5.05. Financial Condition. On the date hereof and on each Advance Date, such Person is not insolvent or the subject of any voluntary or involuntary bankruptcy proceeding.

Section 5.06. Transaction Document Representations and Warranties. Each such Person hereby reaffirms each representation and warranty made by it in each Transaction Document to which it is a party (including, without limitation, by the Contributor in its roles as Servicer and as Custodian) for the benefit of the Purchasers, the Agents and the Financial Institutions and acknowledges that such Persons have relied on such representations and warranties in entering into the transactions contemplated hereby and by the Transaction Documents.

Section 5.07. Issuer and Servicer Representations and Warranties. The Notes have been duly and validly authorized for issue and sale as contemplated by this Agreement, and when duly executed and authenticated in accordance with the terms of the Indenture, and when duly delivered to and paid for by the Initial Purchasers in accordance with this Agreement, will be duly and validly issued and outstanding and will constitute the legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (except as enforcement thereof may be limited by bankruptcy, insolvency, or other similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles) and will be entitled to the benefits of the Indenture, this Agreement and the other Transaction Documents.

Section 5.08. No Registration of the Note; No Qualification of the Indenture. It is not necessary, in connection with the offer, sale and delivery of the Notes to the Initial Purchasers to register any Note under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

Section 5.09. Power and Authority. Such Person has the requisite power and authority (a) to execute and deliver this Agreement, the Notes and the other Transaction Documents to which it is a party and (b) to perform its obligations under this Agreement, the Notes and the other Transaction Documents to which it is a party.

Section 5.10. Confirmation of Written Information. All written information furnished by such Person to the Initial Purchasers, any Financial Institution or the Agents pursuant to or in connection with any Transaction Documents or any transaction contemplated herein or therein with respect to the Trust Estate or such Person is true and correct in all material respects and is not misleading.

13

Article VI

COVENANTS OF THE PARTIES

Section 6.01. Information from the Transaction Parties. So long as the Notes remain outstanding, each of the Contributor and the Issuer will furnish to the Purchasers and the Agents:

(a) a copy of each certificate, opinion, report, statement, notice or other communication (other than investment instructions) furnished by or on behalf of such Person to the Indenture Trustee under the Indenture, concurrently therewith, and promptly after receipt thereof, a copy of each notice, demand or other communication received by or on behalf of such Person under the Indenture, the Sale and Servicing Agreement or the Contribution Agreement;

(b) such other information (including financial information), documents, records or reports respecting the Trust Estate, the Receivables, and each such Person as the Initial Purchasers, the Agents or any Financial Institution may from time to time reasonably request; and

(c) as soon as possible and in any event within five Business Days after the occurrence thereof, notice of each Termination Event, Event of Default or Servicer Event of Default or event which with the giving of notice or the passage of time or both would constitute a Termination Event, Event of Default or Servicer Event of Default.

Section 6.02. Covenants.

(a) Each of the Contributor and the Issuer will duly observe and perform each of its covenants set forth in each Transaction Document to which such Person is a party (including, without limitation, their obligations to furnish information to the Purchasers and the Agents in accordance with Section 6.01 hereof, and by the Contributor in its roles as Servicer and as Custodian).

(b) The Contributor and the Issuer shall deliver to the Agents for distribution to the Noteholders on or prior to September 7, 2006 an opinion of local counsel from the states of California, Florida and Texas with respect to perfection matters and compliance with applicable state law in form and substance satisfactory to the Initial Purchasers.

Article VII

ADDITIONAL COVENANTS

Section 7.01. Expenses. Except as otherwise expressly provided herein, all costs and expenses (including, without limitation, all Rating Agency fees and legal fees, costs and expenses in connection with (a) due diligence, structuring, negotiating, documenting and closing the facility evidenced by the Transaction Documents, (b) advising each party as to its rights under the Transaction Documents, (c) each amendment, waiver, restatement, supplement or other modification to any Transaction Document and (d) each enforcement action necessary or desirable with respect to the facility evidenced by the Transaction Documents) incurred in connection with this Agreement and the Transaction Documents and the transactions contemplated hereby, shall (as between the Issuer, the Initial Purchasers, the Agents and the Financial Institutions be paid by the Contributor).

14

Section 7.02. Restrictions on Transfer. Each Purchaser agrees that it will comply with the restrictions on transfer of the Notes set forth in Section 2.07 of the Indenture and that it will resell the Notes only in compliance with such restrictions.

Section 7.03. Securities Act. The Notes purchased by each Purchaser pursuant to this Agreement will be acquired for investment only without a view to any public distribution thereof, and no Purchaser will offer to sell or otherwise dispose of the respective Notes so acquired by it (or any interest therein) in violation of any of the registration requirements of the Securities Act or any applicable state or other securities laws. Each Purchaser acknowledges that it has no right to require the Issuer to register under the Securities Act or any other securities law the Notes to be acquired by such Purchaser pursuant to this Agreement.

Article VIII

INDEMNIFICATION

Section 8.01. Indemnification by the Contributor. The Contributor agrees to indemnify and hold harmless each Indemnified Party against any and all losses, claims, suits, damages, costs, liabilities or expenses of any kind (including legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with this Agreement, or any acquisition by any Noteholder of any Note or any interest therein, including any breach of any representation, warranty or covenant of the Contributor or the Issuer in this Agreement or in any certificate or other written material delivered pursuant hereto to the extent any such breach results in a Loss; provided, however, that the Contributor shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses (i) resulting solely from the performance of the Receivables, or (ii) arising solely from such Person’s gross negligence or willful misconduct.

Section 8.02. Procedure. With respect to a claim made by any Person against an Indemnified Party (a “Third Party Claim”), such Indemnified Party shall notify the Contributor in writing of the Third Party Claim within a reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim unless the Contributor shall have previously obtained actual knowledge thereof. Thereafter, the Indemnified Party shall deliver to the Contributor, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to give such notice or deliver such documents shall affect the rights to indemnity hereunder.

Section 8.03. Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) the Contributor will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Contributor, provided that in connection with such assumption such counsel is reasonably satisfactory to the Indemnified Party. Should the Contributor so elect to assume the defense of a Third Party Claim, the Contributor will not be liable to the Indemnified Party for any legal expenses subsequently

15

incurred by the Indemnified Party in connection with the defense thereof unless (i) employment of such counsel has been specifically authorized by the Contributor, (ii) the Indemnified Party shall have been advised by its counsel that there may be a conflict of interest between the Indemnified Party and the Contributor in the defense of such action (in which case the Contributor shall not have the right to direct the defense of such action on the Indemnified Party’s behalf), or (iii) the Contributor shall have failed to contest or defend such action within a reasonable time or failed to continue to employ counsel satisfactory to the Indemnified Party, in any of which cases the fees and expenses of the Indemnified Party’s counsel shall be at the Contributor’s cost and expense and subject to the indemnity provided for hereunder. If the Contributor elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Contributor in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Contributor’s prior written consent, as the case may be. If the Contributor shall assume the defense of any Third Party Claim, the Contributor shall not settle, compromise or discharge such Third Party Claim without the prior written consent of each applicable Indemnified Party, unless such settlement, compromise or discharge includes a complete release of each such Indemnified Party reasonably satisfactory to such Indemnified Party. If the Contributor shall assume the defense of any Third Party Claim, except as provided above, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Contributor does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Contributor of such terms and the Contributor will promptly reimburse the Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, the Contributor shall not be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party or unless the Contributor has demonstrated to the Indemnified Party reasonable financial capacity to meet its obligations with respect to such Third Party Claim.

Article IX

MISCELLANEOUS

Section 9.01. Amendments. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by all of the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 9.02. Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecopies) and mailed, telecopied or delivered, as to each party hereto, at its address set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications shall only be effective upon receipt thereof.

Section 9.03. No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

16

Section 9.04. Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of each party hereto and their respective permitted successors and assigns (including any subsequent Holders of the Notes); provided, however, neither the Contributor or the Issuer shall have the right to assign its rights or any claims hereunder or any interest herein (by operation of law or otherwise).

(b) Each Financial Institution may at any time and from time to time assign to one or more Persons (each a “Purchasing Financial Institution”) all or any part of its rights and obligations under this Agreement and the related Liquidity Agreement pursuant to an assignment agreement, in form and substance satisfactory to the Lender Group Agents (the “Assignment Agreement”), executed by such Purchasing Financial Institution and such selling Financial Institution, provided, however, that, prior to the occurrence of a Termination Event or a downgrade of the credit rating of any CP Issuing Purchaser’s Commercial Paper in effect on the Restatement Date, the Contributor shall have consented (which consent may not be unreasonably withheld or delayed) to any assignments to Purchasing Financial Institutions other than Lender Group affiliates. Upon delivery of the executed Assignment Agreement to the Administrative Agent, such selling Financing Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by the Issuer, the Contributor, any Purchaser, the Purchasing Financial Institution or the Agents shall be required.

(c) The Initial Purchasers and the Financial Institutions may, in the ordinary course of their respective business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of their respective rights and obligations under this Agreement. Notwithstanding any such sale by any Purchaser or Financial Institution of participating interests to a Participant, such person’s rights and obligations under this Agreement shall remain unchanged, the Purchasers and the Financial Institutions shall remain solely responsible for the performance thereof, and the Issuer and the Contributor shall continue to deal solely and directly with the Purchasers and the Financial Institutions in connection with the Purchasers’ and the Financial Institutions’ rights and obligations under this Agreement. Each of the Issuer and the Contributor also agrees that each Participant shall be entitled to the benefits of Article VIII hereof; provided, however, that all amounts payable by the Contributor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser or the Financial Institutions selling such participating interest had such interest not been sold.

(d) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time (i) as all amounts payable with respect to the Notes shall have been indefeasibly paid in full and (ii) all amounts owed to the Agents, the Purchasers and the Financial Institutions under this Agreement, the Indenture and each other Transaction Document shall have been indefeasibly paid in full; provided, however, that the rights and remedies with respect to any breach of representations and

17

warranties made by the Issuer or the Contributor pursuant to Article V hereof and the rights, remedies and provisions of Sections 2.05, 7.01, 7.02, Article VIII, and Sections 9.06, 9.11, 9.12 and 9.13 shall be continuing and survive any termination of this Agreement.

Section 9.05. Provision of Documents and Information. Each of the Issuer and the Contributor acknowledges and agrees that the Purchasers and the Agents are permitted to provide to permitted assignees and participants, the placement agents for their commercial paper notes, the rating agencies with respect to such notes, and other liquidity and credit providers under their respective commercial paper programs, opinions, notes, documents and other information relating to such Person and the Receivables delivered to such Purchaser and/or the Agents pursuant to this Agreement.

Section 9.06. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS). EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

Section 9.07. No Proceedings. (a) Each of the Purchasers and the Financial Institutions agrees that it shall not at any time file or join in the filing of, a petition against the Issuer under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against the Issuer or the Trust Estate.

(b) So long as this Agreement is in effect, and for one year and one day following its termination and the termination of the Sale and Servicing Agreement, the Contribution Agreement and the Indenture, the Purchasers and the Financial Institutions will not file, and shall cause any Participant not to file, any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against or by the Issuer.

Section 9.08. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts (including, in each case, by facsimile or other electronic means), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

18

Section 9.09. Waiver of Set-off. Each of the Issuer and the Contributor hereby waives any right of set-off that it may have against any Purchaser for any failure of such Purchaser to make an Advance in accordance with the terms of this Agreement.

Section 9.10. Corporate Obligations – Issuer. The obligations of the Issuer under this Agreement are solely the corporate obligations of such Person. No recourse shall be had for the payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by the Issuer or any officer thereof in connection therewith, against any stockholder, employee, officer or director of the Issuer in their capacity as such.

Section 9.11. Survival. All representations, warranties, covenants, guaranties and indemnifications contained in this Agreement and in any document, note or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the Notes.

Section 9.12. Appointment of Administrative Agent for the Purchasers and Lender Group Agents. Each Purchaser and each Lender Group Agent hereby irrevocably designates and appoints JPMorgan as Administrative Agent hereunder, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent hereby agrees to provide to the Noteholders a copy of (i) each certification received by it from the Servicer pursuant to Section 6.06(a) of the Sale and Servicing Agreement, (ii) any notice of termination given by the Administrative Agent to the Servicer and the Backup Servicer pursuant to Section 10.02 of the Sale and Servicing Agreement and (iii) the Schedule of Receivables pursuant to Section 2.12(ii)(C) of the Indenture.

Notwithstanding any provision to the contrary elsewhere in this Agreement and the other Transaction Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Transaction Documents, or any fiduciary relationship with any other party hereto or any Noteholder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. The provisions hereof are solely for the benefit of the administrative Agent, and no other party shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof. In performing its functions and duties hereunder, the Administrative Agent shall act solely as the agent of the Purchasers and the Lender Group Agents and does not assume nor shall it be deemed to have assumed any obligation or relationship of trust or agency with or for any other Noteholder or the Issuer or any of their respective successors and assigns. The Administrative Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

19

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Purchasers and the Lender Group Agents for any recitals, statements, representations or warranties contained herein or in any other Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, the Advances or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Advances, this Agreement and the other Transaction Documents or any other document furnished in connection therewith or herewith, or for the satisfaction of any condition specified in the Indenture. The Administrative Agent shall not be under any obligation to any Purchaser or Lender Group Agent to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, the Advances, or to inspect the properties, books or records of any Person.

The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Majority Noteholders, or all of the Noteholders, as required by the Transaction Documents, as it deems appropriate and it shall be indemnified to its satisfaction by the Noteholders against any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Majority Noteholders or all of the Noteholders as required by the Transaction Documents and such request and any action taken or failure to act pursuant thereto shall be binding upon the Purchasers and the Lender Group Agents.

Each Purchaser and Lender Group Agent expressly acknowledges that neither the Administrative Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including, without limitation, any review of the affairs of the Issuer and the Contributor, shall be deemed to constitute any representation or warranty by the Administrative Agent. The Administrative Agent shall not have any duty or responsibility to provide any Purchaser or Lender Group Agent with any credit or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness of the Issuer, the Contributor or any other Person which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

The Purchasers agree to indemnify the Administrative Agent (in its capacity as Administrative Agent) and its officers, directors, employees, representatives and agents (to the extent not reimbursed by the Issuer and without limiting the obligation of the Issuer to do so),

20

ratably according to their pro rata shares of the aggregate Note Principal Balance, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent or such person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Administrative Agent or such person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against the Administrative Agent or such person as a result of, or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereunder or the other Transaction Documents or the execution, delivery or performance of this Agreement or the other Transaction Documents or the Advances or any other document furnished in connection herewith or therewith (but excluding any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of the Agent or such Person).

The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any other party hereto or any Affiliate of any other party hereto or any Noteholder as though the Administrative Agent were not the Administrative Agent hereunder. With respect to the purchases of Advances pursuant to this Agreement or the other Transaction Documents, JPMorgan as a Noteholder shall have the same rights and powers under this Agreement and the Transaction Documents as any Noteholder and may exercise the same as though it were not the Administrative Agent, and the terms “Financial Institution” and “Noteholder” and the plural forms thereof shall include JPMorgan in its individual capacity.

The Administrative Agent may, upon ten (10) days’ notice to the Issuer and the Purchasers, resign as Administrative Agent for the Purchasers and the Lender Group Agents. If the Administrative Agent shall resign as Agent for the Purchasers and the Lender Group Agents, then (i) the Majority Noteholders during such 10-day period shall appoint a successor Administrative Agent or (ii) if the Majority Noteholders do not so appoint a successor Administrative Agent after the closing of such 10-day period, the Administrative Agent shall appoint a commercial bank to be the Administrative Agent or petition a court of competent jurisdiction to appoint a successor Administrative Agent for the Purchasers and the Lender Group Agents. In either case, 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 appointment and acceptance, 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 Section and Sections 2.05, 7.02, 8.01, 9.11, 9.12 and 9.13 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it.

Section 9.13. Bankruptcy Petition Against any CP Issuing Purchaser. Each party hereto hereby covenants and agrees, on behalf of itself and each of its Affiliates, that prior to the date which is one year and one day after the payment in full of all indebtedness for borrowed money of any CP Issuing Purchaser, such party will not institute against, or join any other Person in instituting against, any CP Issuing Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United

21

States or any state of the United States. The agreements set forth in this paragraph and the parties’ respective obligations hereunder shall survive termination of this Agreement and repayment of the Notes.

Section 9.14. Trial by Jury Waived. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTION. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THIS WAIVER.

Section 9.15. Severability of Provisions. If one or more of the provisions of this Agreement shall be held invalid for any reason, such provisions shall be deemed severable from the remaining provisions of this Agreement in the jurisdictions in which they are held invalid and shall in no way affect the validity or enforceability of such remaining provisions. To the extent permitted by law, the parties hereto hereby waive any law which renders any provision of this Agreement prohibited or unenforceable.

Section 9.16. Captions. The article, paragraph and other headings contained in this Agreement are for reference purposes only, and shall not limit or otherwise affect the meaning hereof.

Section 9.17. Integration. This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

Section 9.18. Limitation of Liability. Notwithstanding any other provision herein or elsewhere, this Agreement has been executed and delivered by Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner Trustee of the Issuer under the Issuer Trust Agreement, and in no event shall Wilmington Trust Company or the Owner Trustee have any liability in respect of the representations, warranties, or obligations of the Issuer hereunder (or under any other Transaction Document), as to all of which recourse shall be had solely to the assets of the Issuer, and for all purposes of this Agreement and each other Transaction Document, the Owner Trustee and Wilmington Trust Company shall be entitled to the benefits of the Issuer Trust Agreement.

Section 9.19. Amendment and Restatement. This Agreement amends and restates in its entirety the Prior Agreement and shall not constitute a novation thereof. All references to the “Note Purchase Agreement” in the Transaction Documents shall mean and be a reference to this Agreement.

22

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers hereunto duly authorized, as of the date first above written.

AMERICREDIT FINANCIAL SERVICES, INC.,

as Contributor

By

Name:

Title:

Signature Page to

Second Amended and Restated Note Purchase Agreement

BAY VIEW 2005 WAREHOUSE TRUST, as Issuer
By:
	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee

Signature Page to

Second Amended and Restated Note Purchase Agreement

FALCON ASSET SECURITIZATION COMPANY LLC (formerly Falcon Asset Securitization Corporation), as Purchaser
By:	JPMorgan Chase Bank, National Association, its attorney-in-fact
By
Name:
Title:

Signature Page to

Second Amended and Restated Note Purchase Agreement

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Financial Institution, Lender Group Agent and

Administrative Agent

By

Name:

Title:

Signature Page to

Second Amended and Restated Note Purchase Agreement

FAIRWAY FINANCE COMPANY, LLC,

as Purchaser

By

Name:

Title:

Signature Page to

Second Amended and Restated Note Purchase Agreement

BMO CAPITAL MARKETS CORP.

(formerly Harris Nesbitt Corp.),

as Administrator and Lender Group Agent

By

Name:

Title:

Signature Page to

Second Amended and Restated Note Purchase Agreement

BANK OF MONTREAL, as Financial Institution

By

Name:

Title:

Signature Page to

Second Amended and Restated Note Purchase Agreement

AGREED AND ACKNOWLEDGED TO BY:

BAY VIEW WAREHOUSE CORPORATION,
as Depositor

By

Name:

Title:

AMERICREDIT FINANCIAL SERVICES, INC.,
as Servicer and as Custodian

By

Name:

Title:

Signature Page to

Second Amended and Restated Note Purchase Agreement

SCHEDULE I

ADDRESSES FOR NOTICES

AmeriCredit Financial Services, Inc.
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102
Attention:	Chief Financial Officer
Phone:	(817) 302-7082
Fax:	(817) 302-7915
Bay View 2005 Warehouse Trust c/o Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention:	Corporate Trust Administration
Phone:	(302) 636-6119
Fax:	(302) 636-4148
With a copy to:
AmeriCredit Financial Services, Inc.
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102
Attention:	Chief Financial Officer
Phone:	(817) 302-7082
Fax:	(817) 302-7915
Falcon Asset Securitization Company LLC
Asset Backed Finance
Suite IL1-0079
Chase Tower
10 South Dearborn Street
Chicago, Illinois 60670-0079
Fax:             (312) 732-3600
JPMorgan Chase Bank, National Association
Asset Backed Finance
Suite IL1-0594
Chase Tower
10 South Dearborn Street
Chicago, Illinois 60670-0079
Fax:             (312) 732-1844

Bank of Montreal
115 S. LaSalle Street, Floor 12W
Chicago, Illinois 60603
Attention:	Gary Herron
Phone:	(312) 845-2011
Fax:	(312) 845-2011
Fairway Finance Company, LLC c/o Lord Securities Corporation
48 Wall Street, 27th Floor
New York, New York 10005
Attention:	Orlando Figueroa
Phone:	(212) 346-9007
Fax:	(212) 346-9012
With a copy to:
BMO Capital Markets Corp.
115 S. LaSalle St., Floor 13W
Chicago, IL 60603
Attention:	Conduit Administration
Phone:	(312) 461-5640
Fax:	(312) 461-3189
To the Indenture Trustee:
JPMorgan Chase Bank, National Association
600 Travis St., 9th Floor
Houston, Texas 77002
Attention:	Structured Finance—Bay View 2005
Phone:	(713) 216-3682
Fax:	(713) 216-4880

EX-99.2

Exhibit 99.2

EXECUTION COPY

AMENDED AND RESTATED CONTRIBUTION AGREEMENT

by and between

AMERICREDIT FINANCIAL SERVICES, INC.,

as Contributor,

and

BAY VIEW WAREHOUSE CORPORATION,

as Depositor

Dated as of September 7, 2006

UP TO $450,000,000

WAREHOUSE FUNDING FACILITY

TABLE OF CONTENTS

		Page
ARTICLE I        CERTAIN DEFINITIONS		2
ARTICLE II       TRANSFER AND ACQUISITION OF RECEIVABLES		3
Section 2.01.	Transfer and Acquisition of Receivables	3
Section 2.03.	[Reserved]	4
Section 2.03.	Funding Dates	4
ARTICLE III     REPRESENTATIONS AND WARRANTIES		5
Section 3.01.	Representations, Warranties and Covenants of the Depositor	5
Section 3.02.	Representations, Warranties and Covenants of the Contributor	7
Section 3.03.	Repurchase of Receivables	12
Section 3.04.	Depositor’s Assignment of Repurchased Receivables	13
Section 3.05.	Survival of Representations and Warranties	13
ARTICLE IV    CONDITIONS		13
Section 4.01.	Conditions to Obligation of the Depositor	13
Section 4.02.	Conditions to Obligation of the Contributor	15
ARTICLE V     COVENANTS OF THE CONTRIBUTOR		15
Section 5.01.	Protection of Right, Title and Interest.	15
Section 5.02.	Other Liens or Interest	17
Section 5.03.	Principal Executive Office; Jurisdiction of Organization	17
Section 5.04.	Costs and Expenses	17
Section 5.05.	No Waiver	17
Section 5.06.	Contributor’s Records	17
Section 5.07.	Cooperation by Contributor	18
Section 5.08.	Notice of Breach	18
ARTICLE VI    INDEMNIFICATION		18
Section 6.01.	Indemnification	18
ARTICLE VII   MISCELLANEOUS		20
Section 7.01.	Obligations of Contributor	20
Section 7.02.	Subsequent Transfer and Pledge	20
Section 7.03.	Amendment	20
Section 7.04.	Waivers	20
Section 7.05.	Notices	20
Section 7.06.	Representations	20

- i -

Section 7.07.	Headings and Cross-References	21
Section 7.08.	Governing Law	21
Section 7.09.	Counterparts	21
Section 7.10.	No Bankruptcy Petition Against the Depositor or the Issuer or Any Noteholder	21
Section 7.11.	Third Party Beneficiaries	21
Section 7.12.	Material Adverse Effect	21
Section 7.13.	TRIAL BY JURY WAIVED	21
Section 7.14.	CONSENTS TO JURISDICTION	22
Section 7.15.	Severability of Provisions	22
Section 7.16.	Rights Cumulative	23
Section 7.17.	No Offset	23
Section 7.18.	Assignment and Binding Effect	23
Section 7.19.	Captions	23
Section 7.20.	Legal Holidays	23
Section 7.21.	Relationship of the Parties	23
Section 7.22.	Reports to Holders	23
Section 7.23.	Integration; Binding Effect; Survival of Terms.	23

SCHEDULE I	–	[RESERVED]
SCHEDULE II	–	SCHEDULE OF REPRESENTATIONS
EXHIBIT A	–	FORM OF CONTRIBUTOR ASSIGNMENT	A-1

- ii -

CONTRIBUTION AGREEMENT

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (the “Agreement”) is made as of September 7, 2006, by and between AMERICREDIT FINANCIAL SERVICES, INC. (“AmeriCredit”) a Delaware corporation, as assignee of Bay View Acceptance Corporation, as contributor (the “Contributor”), and BAY VIEW WAREHOUSE CORPORATION, a corporation established under the laws of the State of Delaware (the “Depositor”), having its principal place of business in Fort Worth, Texas.

PRELIMINARY STATEMENT

WHEREAS, Bay View Acceptance Corporation, as “Contributor”, and the Depositor entered into the Contribution Agreement, dated as of June 20, 2005 (as amended, supplemented or modified prior to the effectiveness hereof, the “Prior Agreement”); and

WHEREAS, pursuant to the Assignment and Assumption Agreement dated as of even date herewith (the “Assignment Agreement”), Bay View Acceptance Corporation assigned all of its rights and obligations (including, as applicable, in its individual capacity and in its capacity as “Contributor,” “Servicer” and “Custodian”) under the Prior Agreement and the other Transaction Documents to AmeriCredit; and

WHEREAS, the parties hereto wish to amend and restate the Prior Agreement to reflect the assignments made pursuant to the Assignment Agreement and to make certain other modifications; and

WHEREAS, the Contributor has acquired and will acquire in the ordinary course of business, certain Receivables, secured by a security interest granted by the related Obligors in the related Financed Vehicles; and

WHEREAS, the Contributor and the Depositor wish to set forth the terms and provisions pursuant to which the Receivables are to be transferred by the Contributor to the Depositor on each Funding Date, which Receivables will then be transferred from the Depositor to Bay View 2005 Warehouse Trust (the “Issuer”) and then granted by the Issuer to JPMorgan Chase Bank, National Association, as indenture trustee (the “Indenture Trustee”) for the benefit of the Noteholders (the “Noteholders”), pursuant to the terms of that certain Second Amended and Restated Indenture dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”) by and between the Issuer and the Indenture Trustee.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Indenture or, if not defined therein, in the Sale and Servicing Agreement. References to actions taken by AmeriCredit, individually or in its capacity as the Contributor, the Servicer or the Custodian, prior to the effectiveness of the Assignment Agreement shall mean and be references to Bay View Acceptance Corporation acting in such capacities; provided, however, each of the parties hereto acknowledges and agrees that pursuant to the Assignment Agreement, AmeriCredit has assumed all obligations and liabilities for such actions now existing or hereafter arising under the Transaction Documents. As used in this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms):

“Assignment Agreement” has the meaning set forth in the Preliminary Statement.

“Assignments” mean, collectively, the Contributor Assignment and the Depositor Assignment, or either one.

“Contributed Assets” means, with respect to each Receivable all right, title and interest of the Contributor in, to and under (i) the security interest in the related Financed Vehicle Granted by the related Obligor pursuant to such Receivable and any accessions thereto, and other interests of the Contributor in the Financed Vehicles and accessions including, without limitation, the related Certificate of Title; (ii) any service warranties and service contracts and any physical damage, credit life, risk default, disability, gap or other insurance policies covering the related Financed Vehicle or the related Obligor or refunds in connection therewith relating to Receivables (including, without limitation, state tax refunds) and any proceeds from liquidation of the Receivables or Financed Vehicles received after the related Cutoff Date; (iii) all property (including the right to receive future Recoveries) that shall secure a Receivable; (iv) the rights that relate to a Receivable under each Dealer Agreement, including, but not limited to, any recourse against any Dealer; (v) the rights that relate to a Receivable under each Originating Affiliate Agreement, including, but not limited to, any recourse against any Originating Affiliate; (vi) rebates or refunds of premiums and other amounts relating to insurance policies and other items financed under the Receivables or otherwise covering an Obligor or a Financed Vehicle; (vii) the original retail installment contract and security agreement and any amendments thereof evidencing the Receivables; (viii) all documentation in the Custodian File and other documents maintained by the Contributor according to its customary procedures with respect to Receivables, Financed Vehicles or Obligors; and (ix) the proceeds of any and all of the foregoing including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now or hereafter arising.

“Contributor Address” means 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102.

“Contributor Assignment” means the document of assignment substantially in the form attached to this Agreement as Exhibit A.

- 2 -

“Custodian File” shall have the meaning assigned to it in Section 4.01(d).

“Depositor Address” means 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102.

“Initial Receivable” means each Receivable transferred from the Contributor to the Depositor and by the Depositor to the Issuer, and a security interest in which was simultaneously granted by the Issuer to the Indenture Trustee on the Initial Closing Date as set forth on Schedule I attached to the Contributor Assignment dated as of the Initial Closing Date.

“Prior Agreement” has the meaning set forth in the Preliminary Statement.

“Receivables Purchase Price” means, with respect to any Receivables transferred to the Depositor by the Contributor hereunder on any Funding Date, the related Receivables Advance Amount paid to the Issuer under the Indenture.

“Sale and Servicing Agreement” means the Second Amended and Restated Sale and Servicing Agreement, dated as of even date herewith, among AmeriCredit, as Servicer and as Contributor, the Issuer, the Indenture Trustee, and JPMorgan Chase Bank, National Association, as successor backup servicer to Systems & Services Technologies, Inc., as amended, restated, supplemented or otherwise modified from time to time.

“Subsequent Receivable” means, with respect to each Funding Date, each Receivable listed on Schedule I to the related Contributor Assignment, each of which was contributed to the Depositor by the Contributor and then transferred from the Depositor to the Issuer on such Funding Date.

ARTICLE II

TRANSFER AND ACQUISITION OF RECEIVABLES

Section 2.01. Transfer and Acquisition of Receivables. On the Initial Closing Date and on each Funding Date occurring prior to the Restatement Date, the Contributor transferred to the Depositor, and the Depositor acquired from the Contributor, the Initial Receivables and the related Subsequent Receivables, respectively, in each case together with the Contributed Assets relating thereto. The Contributor and the Depositor hereby reaffirm their respective rights and obligations hereunder and the other Transaction Documents with respect thereto. On each Funding Date occurring from and after the Restatement Date, subject to the terms and conditions of this Agreement, the Contributor agrees to transfer to the Depositor, and the Depositor agrees to acquire from the Contributor, the related Subsequent Receivables, and the Contributed Assets relating thereto.

(a) [Reserved.]

(b) [Reserved.]

(c) Transfer of Subsequent Receivables. On each Funding Date, the Contributor shall transfer to the Depositor, without recourse except as set forth herein (i) the related Subsequent Receivables, and all moneys received thereon on or after the

- 3 -

applicable Cutoff Date and (ii) the related Contributed Assets; provided, however, that Subsequent Receivables may not be transferred by the Contributor to the Depositor unless each of the conditions precedent in Section 2.12 of the Indenture has been satisfied.

(d) Consideration for Subsequent Receivables. Upon its receipt of the related Receivables Purchase Price from the Issuer on each Funding Date, the Depositor shall pay such amount to the Contributor in immediately available funds as consideration for the transfer to the Depositor of the related Subsequent Receivables. To the extent that the value of any such Subsequent Receivables exceeds the Receivables Purchase Price with respect thereto, the Contributor shall receive an increase in the value of the stock of Bay View Acceptance Corporation, the owner of 100% of the stock of the Depositor and a wholly-owned subsidiary of the Contributor, in the amount of such excess as a portion of the consideration for the transfer to the Depositor of the related Subsequent Receivables.

(e) Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Contributor and the Depositor that they intend that the assignments and transfers herein contemplated constitute sales and assignments outright, and not for security, of the Receivables and the related Contributed Assets, conveying good title thereto free and clear of any Liens, from the Contributor to the Depositor, and that the Receivables and the related Contributed Assets shall not be a part of the Contributor’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Contributor. In the event that any such conveyance is determined to be made as security for a loan made by the Depositor, the Issuer, the Noteholders or any other Person to the Contributor, or any such conveyance shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), the Contributor hereby grants to the Depositor a security interest in all of the Contributor’s right, title and interest in the Receivables and all related Contributed Assets, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under the UCC and other applicable law. In the case of any Recharacterization, each of the Contributor and the Depositor represents and warrants as to itself that each remittance of Collections by the Contributor to the Depositor hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs of the Contributor and the Depositor and (ii) made in the ordinary course of business or financial affairs of the Contributor and the Depositor.

Section 2.02. [Reserved.]

Section 2.03. Funding Dates. The transfer of Subsequent Receivables on a Funding Date shall take place at such location as the Contributor and the Depositor may reasonably agree. The transfer of Subsequent Receivables shall be made in accordance with Sections 2.12 through 2.14 of the Indenture.

- 4 -

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Contributor, and in the case of (g) below, makes the following covenants for the benefit of the Contributor, as of the Restatement Date and each Funding Date:

(a) Organization, Etc. The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof; the Depositor is duly qualified to do business as a foreign business entity in good standing, and has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, without limitation, the purchase of the Receivables from the Contributor hereunder and under each Contributor Assignment, the conveyance of the Receivables by the Depositor pursuant to the Sale and Servicing Agreement and each Depositor Assignment, and the performance of its other obligations under this Contribution Agreement, the Sale and Servicing Agreement, each Assignment and the other Transaction Documents to which it is a party) requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Depositor, on the ability of the Depositor to perform its obligations under the Transaction Documents or on the Noteholders, the Issuer, the Receivables or any other part of the Trust Estate.

(b) Due Authorization. The execution, delivery and performance by the Depositor of this Agreement have been duly authorized by all necessary corporate or other action, do not require any approval or consent of any Person, do not and will not conflict with any provision of the Certificate of Incorporation or By-laws of the Depositor, and do not and will not conflict with or result in a breach which would constitute (with or without notice or lapse of time) a default under any agreement, indenture, mortgage, deed of trust, or other instrument binding upon or applicable to it or its property or any law or governmental regulation or court decree applicable to it or its property, do not and will not result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any indenture, agreement, mortgage, deed of trust, or other instrument (other than as expressly provided in the Transaction Documents), and this Agreement is the legal, valid and binding obligation of the Depositor enforceable in accordance with its terms except as the same may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equity principles.

(c) No Proceedings. There are no proceedings or investigations pending, or to the Depositor’s knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (A) asserting the invalidity of this Contribution Agreement, any Assignment, the Sale and Servicing Agreement, the Notes, or any other Transaction

- 5 -

Document; (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Contribution Agreement, any Assignment, the Sale and Servicing Agreement or any other Transaction Document to which it is a party; (C) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Contribution Agreement, any Assignment, the Sale and Servicing Agreement, the Notes or any other Transaction Document to which it is a party; (D) which might adversely affect the federal or state income, excise, franchise or similar tax attributes of the Notes; or (E) that could reasonably be expected to have a material adverse effect on the Receivables.

(d) Business Purpose. The Depositor will acquire the Receivables for a bona fide business purpose and has undertaken the transactions contemplated herein as principal rather than as agent for the Contributor or any other person.

(e) Depositor’s Records. The books and records of the Depositor will disclose that the Contributor made a valid assignment of the Receivables to the Depositor; provided, however, the Depositor acknowledges that, solely for the purposes of generally accepted accounting principles, the Receivables will appear as assets of the Contributor and its consolidated subsidiaries in the consolidated financial statements of such Persons (which financial statements will include a footnote stating that the Receivables are not available to satisfy the Contributor’s creditors).

(f) Depositor’s Address. The Depositor Address is the chief place of business and the office where the Depositor keeps its records concerning the Receivables and the Contributed Assets. The Depositor’s chief executive office is 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102. The Depositor’s jurisdiction of incorporation is, and has been since its date of incorporation, Delaware.

(g) Taxes. All tax returns or extensions required to be filed by the Depositor in any jurisdiction (other than jurisdictions in which the failure to file would not have a material adverse effect on the Depositor, the Depositor’s ability to perform its obligations under the Transaction Documents, any Noteholder or any Receivable or any other part of the Trust Estate) have in fact been filed, and all taxes, assessments, fees and other governmental charges upon the Depositor, or upon any of the properties, income or franchises shown to be due and payable on such returns have been, or will be, paid or are being contested in good faith by appropriate proceedings with respect to which the Agent has received written notice. To the knowledge of the Depositor, all such tax returns are true and correct and the Depositor has no knowledge of any proposed additional tax assessment against it in any material amount nor of any basis therefor.

(h) Accuracy of Information. All information heretofore furnished by the Depositor for purposes of or in connection with any of the Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Depositor will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

- 6 -

(i) Material Adverse Change. Since June 30, 2006, no event has occurred that would have a material adverse effect on (i) the financial condition or operations of Depositor, (ii) the ability of Depositor to perform its obligations under the Transaction Documents, or (iii) the collectibility of the Receivables generally or any material portion of the Receivables.

(j) Compliance with Laws. The Depositor has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a material adverse effect on the Depositor, any Noteholder, any Receivable or other part of the Trust Estate.

Section 3.02. Representations, Warranties and Covenants of the Contributor. The Contributor hereby represents and warrants to the Depositor as of the Restatement Date and each Funding Date (except as otherwise provided):

(a) On the related Funding Date (except as otherwise provided), each of the representations and warranties set forth in Part I of the Schedule of Representations attached hereto as Schedule II is true and correct with respect to the related Subsequent Receivables. Additionally, on the Cutoff Date related to each Funding Date, each of the representations and warranties set forth in Part II of the Schedule of Representations attached hereto as Schedule II is true and correct.

(b) Organization and Good Standing. The Contributor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted. The Contributor is not organized under the laws of any jurisdiction other than Delaware.

(c) Due Qualification. The Contributor is duly qualified to do business as a foreign corporation in good standing, and has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of its property or the conduct of its business (including, without limitation, the purchase of the Receivables from the Dealers under the applicable Dealer Agreement, the acquisitions of the Receivables from the Originating Affiliates under the applicable Originating Affiliate Agreements, the conveyance of the Receivables by the Contributor pursuant to this Agreement and each Contributor Assignment, and the performance of its other obligations under this Agreement, the applicable Dealer Agreement, the applicable Originating Affiliate Agreement, each Contributor Assignment and the other Transaction Documents to which it is a party) requires such qualification except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Contributor, on the ability of the Contributor, on the ability of the Contributor to perform its obligations under the Transaction Documents or on the Issuer, any Noteholder, the Receivables or other part of the Trust Estate.

- 7 -

(d) Power and Authority. The Contributor has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to carry out its terms and their terms, respectively; Contributor has, all power, authority and legal right to acquire, own and transfer the Receivables and Contributed Assets to the Depositor; and the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Contributor by all necessary corporate action.

(e) Binding Obligations. This Agreement and the other Transaction Documents to which the Contributor is a party, when duly executed and delivered by the other parties hereto and thereto, shall constitute legal, valid and binding obligations of the Contributor enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(f) No Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms of this Agreement and the other Transaction Documents to which it is a party shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under, the articles of incorporation or by-laws of the Contributor, or any material indenture, agreement, mortgage, deed of trust or other material to which the Contributor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or violate any material law, order, rule or regulation applicable to the Contributor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Contributor or any of its properties, or in any way materially adversely affect the interests of the Noteholders or the Indenture Trustee in any Receivable or other part of the Trust Estate, or affect the Contributor’s ability to perform its obligations under this Agreement or any other Transaction Document.

(g) No Proceedings. There are no proceedings or investigations pending or, to the Contributor’s knowledge, threatened against the Contributor, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Contributor or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Contributor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Transaction Documents, (iv) seeking to adversely affect the federal income tax or other federal, State or local tax attributes of the Notes or (v) that could reasonably be expected to have a material adverse effect on the Receivables.

- 8 -

(h) Approvals. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution and delivery by the Contributor of this Agreement and the Transaction Documents have been taken or obtained.

(i) Contributor Address. The Contributor Address is the chief place of business and the office where the Contributor keeps its records concerning the Receivables and the Contributed Assets. The Contributor’s chief executive office is 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102. The Contributor’s jurisdiction of incorporation is, and has been for the 5-year-period immediately preceding the Restatement Date, Delaware.

(j) Change in Name; Jurisdiction of Incorporation; Form of Organization. The Contributor shall not change its corporate name or the name under or by which it does business or change its jurisdiction of incorporation or its form of organization except in accordance with Section 5.01(b) hereof.

(k) Solvency of the Contributor:

i. The Contributor does not believe, nor does it have any reasonable cause to believe, that it cannot perform each and every covenant contained in this Agreement.

ii. The transactions contemplated by the Transaction Documents are being consummated by the Contributor in furtherance of its ordinary business purposes, with no contemplation of insolvency and with no intent to hinder, delay or defraud any of its present or future creditors.

iii. Neither on the date of the transactions contemplated by the Transaction Documents or immediately before or after such transactions, nor as a result of the transactions, will the Contributor:

(A) be insolvent such that the sum of its debts is greater than all of its respective property, at a fair valuation;

(B) be engaged in or about to engage in, business or a transaction for which any property remaining with the Contributor will be an unreasonably small capital or the remaining assets of the Contributor will be unreasonably small in relation to its respective business or the transaction; and

(C) have intended to incur or believed it would incur, debts that would be beyond its respective ability to pay as such debts mature or become due. The Contributor’s assets and cash flow enable it to meet its present obligations in the ordinary course of business as they become due.

- 9 -

iv. Both immediately before and after the transactions contemplated by the Transaction Documents (a) the present fair salable value of the Contributor’s assets was or will be in excess of the amount that will be required to pay its probable liabilities as they then exist and as they become absolute and matured; and (b) the sum of the Contributor’s assets was or will be greater than the sum of its debts, valuing its assets at a fair salable value.

v. There are no proceedings or investigations pending, or to the knowledge of the Contributor, threatened, against or affecting the Contributor in or before any court, governmental authority or agency or arbitration board or tribunal (including, but not limited to any such proceeding or investigation with respect to any environmental or other liability resulting from the ownership of the Receivables) which, individually or in the aggregate, involve the possibility of materially and adversely affecting the properties, business, prospects, profits or condition (financial or otherwise) of the Contributor, or the ability of the Contributor to perform its obligations under this Agreement. The Contributor is not in default with respect to any order of any court, governmental authority or agency or arbitration board or tribunal.

(l) Taxes. All tax returns or extensions required to be filed by the Contributor in any jurisdiction (other than jurisdictions in which the failure to file would not have a material adverse effect on the Issuer, any Noteholder, any Receivable or any other part of the Trust Estate or the Contributor and the performance of its obligations under this Agreement, each Dealer Agreement, each Originating Affiliate Agreement and the other Transaction Documents to which it is a party) have in fact been filed, and all taxes, assessments, fees and other governmental charges upon the Contributor, or upon any of the properties, income or franchises shown to be due and payable on such returns have been, or will be, paid or is being contested in good faith by appropriate proceedings with respect to which the Agent has received written notice. To the knowledge of the Contributor, all such tax returns are true and correct in all material respects and the Contributor has no knowledge of any proposed additional tax assessment against it in any material amount nor of any basis therefor. The provisions for taxes on the books of the Contributor are in accordance with generally accepted accounting principles.

(m) Consolidated Returns. The Contributor, the Issuer and the Depositor are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until termination of the Transaction Documents.

(n) Intent of Transactions. It is the intention of the Contributor and the Depositor that the Receivables and the Contributed Assets are owned by the Issuer as of the Initial Closing Date or the related Funding Date, as applicable, and that the beneficial interest in and title to the Receivables and the Contributed Assets are not part of the Contributor’s estate in the event of the filing of a bankruptcy petition by or against the Contributor under any bankruptcy law.

- 10 -

(o) Stock of Depositor. The Contributor is the registered owner of all of the shares of common stock of the Bay View Acceptance Corporation, which in turn is the registered owner of all of the shares of common stock of the Depositor, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase other than those (if any) granted pursuant to the Transaction Documents.

(p) Notes as Debt. Each of the Contributor, the Depositor and their shareholders and stockholders shall treat the Receivables and the Contributed Assets as owned by the Issuer for legal purposes and owned by the Contributor and its consolidated subsidiaries for federal, state and local income tax purposes, shall include in the computation of the gross income of the Contributor and its consolidated subsidiaries for such purposes the income from the Receivables and the Contributed Assets, shall treat the Notes as debt of the Contributor and its consolidated subsidiaries for financial statement purposes and as debt of the Depositor for federal, State and local income tax purposes, and shall cause the Contributor and its consolidated subsidiaries to deduct the interest paid or accrued with respect to the Notes in accordance with its applicable method of accounting for such purposes.

(q) ERISA. The Contributor is in compliance with the Employee Retirement Income Security Act of 1974, as amended.

(r) Certificate, Statements and Reports. The officers certificates, statements, reports and other documents prepared by the Contributor and furnished to the Depositor pursuant to this Agreement or any other Transaction Document to which the Contributor is a party, and in connection with the transactions contemplated hereby or thereby, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading.

(s) Accuracy of Information. All information heretofore furnished by the Contributor for purposes of or in connection with any of the Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Contributor will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(t) Material Adverse Change. Since June 30, 2006, no event has occurred that would have a material adverse effect on (i) the financial condition or operations of Contributor, (ii) the ability of the Contributor to perform its obligations under the Transaction Documents, or (iii) the collectibility of the Receivables generally or any material portion of the Receivables.

(u) Compliance with Laws. The Contributor has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a material adverse effect on the Depositor, the Issuer, any Noteholder, any Receivable or other part of the Trust Estate.

- 11 -

Section 3.03. Repurchase of Receivables. (a) The Contributor hereby covenants and agrees to deliver to the Depositor, the Issuer, the Servicer, the Indenture Trustee and the Agent prompt written notice of the occurrence of a breach of any of the representations and warranties of the Contributor contained or deemed to be contained in the Schedule of Representations attached hereto as Schedule II with respect to a Receivable transferred hereunder. Upon discovery by the Contributor, the Depositor, the Issuer, the Indenture Trustee, the Agent or the Servicer of (x) a Nonconforming Receivable, or (y) the failure to file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, the party discovering such breach or failure shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in the Sale and Servicing Agreement or the Indenture, the Indenture Trustee has no obligation to review or monitor the Receivables or the Contributed Assets for compliance with representations and warranties or delivery requirements. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on the Noteholders or such Receivable or its collectibility and shall not have been (A) cured within thirty (30) days following notice thereof or (B) waived by the Majority Holders following notice thereof or (ii) such UCC Financing Statements shall not have been filed within the time period required herein or in the Sale and Servicing Agreement, the Contributor shall deposit or cause to be deposited the Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of a representation and warranty set forth in paragraphs 2, 3, 5, 7, 9, 14, 15, 16, 17, 18, 19, 20, 21, 22, 28, 29 and 30 of Part I of the Schedule of Representations attached hereto as Schedule II automatically shall be deemed to have a material adverse effect on the applicable Receivable or the Noteholders. The Depositor shall transfer to the Contributor the Receivable and the Contributed Assets relating solely to such Receivable affected by such breach or failure; provided, that such transfer and assignment shall only be made upon receipt by the Depositor of notice from the Servicer that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. The Depositor shall be entitled to enforce the obligations of the Contributor and each applicable Dealer under this Agreement and the applicable Dealer Agreement, respectively, and to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Agent are authorized to take action on behalf of the Depositor to enforce the obligations of the Contributor to repurchase such Receivable under this Agreement and to enforce the obligation of a Dealer to repurchase such Receivable under the applicable Dealer Agreement.

(b) The obligations of the Contributor to repurchase any Receivable and the Contributed Assets relating solely to such Receivable and to remit the Repurchase Price with respect to a Nonconforming Receivable which has a material adverse affect on the Noteholders or on such Receivable or its collectibility or as to which a failure to file UCC Financing Statements has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in this Agreement, against the Contributor for such breach or failure to file. Notwithstanding the foregoing, the Contributor shall indemnify the Owner Trustee (as such and in its individual capacity), the Issuer, the Indenture Trustee, the Backup Servicer, the Noteholders, and their respective officers, directors and employees against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and

- 12 -

expenses of counsel, which may be asserted against or incurred by any of them, as a result of third party claims arising out of the events or facts giving rise to a repurchase event set forth in Section 3.03(a).

Section 3.04. Depositor’s Assignment of Repurchased Receivables. With respect to any Receivable reacquired by the Contributor pursuant to this Agreement, the Depositor shall assign, without recourse, representation or warranty, to the Contributor all the Depositor’s right, title and interest in and to such Receivable and the related Contributed Assets, and all security and documents relating thereto.

Section 3.05. Survival of Representations and Warranties. The representations and warranties contained in this Agreement are made as of the date specified herein and in each case shall survive the sale, transfer and assignment of the related Receivables and the other related Contributed Assets hereunder, the conveyance thereof by the Depositor to the Issuer under the Sale and Servicing Agreement and the related Assignment, as applicable, and the pledge thereof by the Issuer to the Indenture Trustee under the Indenture. The Contributor and the Depositor agree that the Depositor will assign to the Issuer all of the Depositor’s rights under this Contribution Agreement and each Contributor Assignment, the Issuer will assign to the Indenture Trustee all of the Issuer’s rights under this Contribution Agreement and each Contributor Assignment and that the Indenture Trustee shall thereafter be entitled to enforce this Contribution Agreement and each Contributor Assignment directly against the Contributor in the Indenture Trustee’s own name on behalf of the Noteholders; provided, however, that the representations and warranties of the Contributor in this Contribution Agreement shall not be construed as a warranty or guaranty by the Contributor as to the future payments by any Obligor.

ARTICLE IV

CONDITIONS

Section 4.01. Conditions to Obligation of the Depositor. The obligation of the Depositor to accept any transfer of Receivables hereunder is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Contributor hereunder shall be true and correct on the Restatement Date and each Funding Date, as the case may be, with the same effect as if then made, and the Contributor shall have performed all obligations to be performed by it hereunder on or prior to the Restatement Date or Funding Date, as the case may be.

(b) The Contributor shall, at its own expense, on or prior to each Funding Date, as applicable, indicate in its files that the related Subsequent Receivables, have been transferred to the Depositor pursuant to this Agreement, then transferred from the Depositor to the Issuer pursuant to the Sale and Servicing Agreement and simultaneously pledged by the Issuer to the Indenture Trustee pursuant to the Indenture, and the Contributor shall deliver to the Depositor a Schedule of Receivables certified by an Authorized Officer of the Contributor to be true, correct and complete. Further, the Contributor hereby agrees that the computer files of the Receivables maintained by the Contributor will bear an indication reflecting that the Receivables are owned by the Issuer.

- 13 -

(c) The following documents must be delivered by the Contributor on or in connection with each Funding Date.

(i) Contributor Assignment. As of each Funding Date, the Contributor shall execute a Contributor Assignment, substantially in the form of Exhibit A hereto, with respect to the Receivables and the related Contributed Assets being transferred by the Contributor on such date (as identified on the Schedule of Receivables attached to such Contributor Assignment).

(ii) Evidence of UCC Filings. On or prior to each Funding Date, as applicable, the Contributor shall provide the Depositor evidence that the Contributor has obtained, at the expense of the Contributor, (A) executed releases, termination statements and UCC-3 releases or terminations in each jurisdiction in which required by applicable law, if any, to release any prior security interests in the Receivables and the related Contributed Assets granted by the Contributor and (B) UCC-1 financing statements in each jurisdiction in which required by applicable law, executed by the Contributor, as contributor or debtor, and naming the Depositor, as purchaser or secured party, identifying the Receivables and the related Contributed Assets as collateral, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the transfer of such Receivables to the Depositor.

(iii) Other Documents. The Contributor must deliver such other documents and legal opinions as the Depositor or the Agent may reasonably request.

(d) Documents to be Delivered by the Contributor In Connection with each Funding Date. On or prior to a Funding Date, the Contributor shall deliver to the Custodian the following documents with respect to each Receivable transferred on such date (with respect to such Receivable, a “Custodian File”): (a) a fully executed original of the retail installment contract and security agreement evidencing such Receivable; and (b) the Certificate of Title (when received) and such other documents, if any, that the Contributor keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of the Contributor (or an Originating Affiliate) as first lienholder or secured party (including any Certificate of Title received by the Contributor), or, if such Certificate of Title has not yet been received, a copy of the application therefor, showing the Contributor (or an Originating Affiliate) as secured party.

On or prior to a Funding Date, the Contributor shall deliver to the Custodian the original Certificate of Title or copies of correspondence to the appropriate governmental authority, and all enclosures thereto, for issuance of the original Certificate of Title for the related Financed Vehicles.

- 14 -

If any original Certificate of Title is not delivered to the Servicer due to the fact that such Certificate of Title has not yet been issued by the applicable governmental authority and delivered to or on behalf of the Contributor, such Certificate of Title shall be delivered by the Contributor to the Servicer promptly following receipt thereof by the Contributor but in no event later than one hundred eighty (180) days following the related Funding Date; provided, however, that for any original Certificate of Title not so delivered to the Custodian prior to the expiration of such 180 day period, the Contributor shall be deemed to be in breach of its representations and warranties contained in the Schedule of Representations attached hereto as Schedule II, and the related Receivable shall be repurchased by the Contributor pursuant to Section 3.03(a) hereof on the final Business Day of the Collection Period following the Collection Period during which such 180^th day occurs.

Section 4.02. Conditions to Obligation of the Contributor. The obligation of the Contributor to transfer the Receivables to the Depositor on each Funding Date is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Depositor hereunder shall be true and correct on such Funding Date, with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Funding Date.

(b) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Contribution Agreement shall be satisfactory in form and substance to the Contributor and the Agent, and the Contributor and the Agent shall have received from the Depositor copies of all documents (including, without limitation, records of Contributor proceedings) relevant to the transactions herein contemplated as the Agent or the Contributor may have requested.

(c) The Contributor’s receipt of the consideration set forth in Section 2.01(d) hereof with respect to such Funding Date.

ARTICLE V

COVENANTS OF THE CONTRIBUTOR

The Contributor agrees with the Depositor as follows:

Section 5.01. Protection of Right, Title and Interest.

(a) Filings. The Contributor shall cause all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Depositor in and to the Receivables and the related Contributed Assets to be promptly filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law to fully preserve and protect the right, title and interest of the Depositor hereunder, the Issuer under the Sale and Servicing Agreement and the Indenture Trustee under the Indenture to the Receivables and the other property of the Trust Estate. The Contributor shall deliver or cause to be delivered

- 15 -

to or at the direction of the Depositor (with copies to the Agent ), file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration or filing. The Depositor shall cooperate fully with the Contributor in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 5.01(a). In the event the Contributor fails to perform its obligations under this subsection, the Depositor or the Indenture Trustee may do so at the expense of the Contributor.

(b) Name and Other Changes. At least thirty (30) days prior to the Contributor making any change in its name, identity, jurisdiction of organization or structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the applicable provisions of the UCC or any title statute, the Contributor shall give the Depositor, the Issuer, the Agent and the Indenture Trustee written notice of any such change, and no later than five (5) days after the effective date thereof the Contributor shall file such financing statements or amendments as may be necessary to continue the perfection of the Depositor’s interest in the Receivables and the Contributed Assets. At least sixty (60) days prior to the date of any relocation of its principal executive office or state of incorporation, the Contributor shall give the Indenture Trustee, the Agent and the Depositor written notice thereof, and the Contributor shall within five (5) days after the effective date thereof, file any such amendment or new financing statement if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement to continue the perfection of the Depositor’s interest in the Receivables and the Contributed Assets. The Contributor shall at all times maintain each office from which it shall service the Receivables and maintain possession of the Custodian Files, and its principal executive office, within the United States of America. The Contributor shall not become or seek to become organized under the laws of more than one jurisdiction.

(c) Accounts and Records. The Contributor shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each).

(d) Sale of Other Receivables. If at any time the Contributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in any new or used automobile, van or light-duty truck installment sale contracts (other than the Receivables) to any prospective purchaser, lender, or other transferee, such Contributor shall give to such prospective purchaser, lender or other transferee computer tapes, records, or printouts (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable or Financed Vehicle has been pledged to the Indenture Trustee unless such Receivable or Financed Vehicle has been paid in full or repurchased.

- 16 -

(e) Access to Records. The Contributor shall, upon reasonable notice, permit the Agent, the Depositor, the Noteholders, the Indenture Trustee, the Servicer and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Contributor’s records regarding any Receivable.

(f) Other Actions. The Contributor shall from time to time, at its expense, promptly execute and deliver all further instruments and documents (including, without limitation, powers of attorney for the benefit of the Servicer) and take all further action that may be necessary or desirable to permit the Servicer to perform its obligations under the Sale and Servicing Agreement, including, without limitation, the Servicer’s obligation to preserve and maintain the perfected security interest of the Indenture Trustee in the Receivables, the Financed Vehicles and the other Contributed Assets.

Section 5.02. Other Liens or Interest. Except for the transfers hereunder, the Contributor will not sell, pledge, assign or transfer to any other person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, and the Contributor shall defend the right, title, and interest of the Depositor in, to and under the Initial and Subsequent Receivables and other Contributed Assets against all claims of third parties claiming through or under the Contributor; provided, however, that the Contributor’s obligations under this Section 5.02 shall terminate upon the termination of the Indenture in accordance with its terms, and, with respect to each Receivable and related Contributed Assets that have been repurchased by the Contributor in accordance with the Transaction Documents and in respect of which the Lien of the Indenture Trustee has been released.

Section 5.03. Principal Executive Office; Jurisdiction of Organization. The Contributor shall maintain its principal executive office, principal place of business, location of all books and records relating to the Receivables and other Contributed Assets and sole jurisdiction of organization at the locations and in the jurisdiction, respectively, set forth in Section 3.02(i).

Section 5.04. Costs and Expenses. The Contributor agrees to pay all reasonable costs and disbursements in connection with the perfection, as against all third parties, of the transfer to the Depositor of the Contributor’s right, title and interest in and to the Receivables and the Contributed Assets, the transfer thereof to the Issuer and the pledge thereof to the Indenture Trustee.

Section 5.05. No Waiver. The Contributor shall not waive any default, breach, violation or event permitting acceleration under the terms of any Receivable; provided, however, nothing in this Section 5.05 shall affect the rights of and the restrictions on the Servicer with respect to such matters as set forth in the Sale and Servicing Agreement.

Section 5.06. Contributor’s Records. The books and records of the Contributor will disclose that the Contributor absolutely transferred the Receivables to the Depositor; provided, however, the Contributor may show the Receivables as assets of the consolidated companies that include the Contributor and the Depositor as long as such financial statements indicate the transfers hereunder, under the Sale and Servicing Agreement, under each Assignment and the Indenture and indicate that such assets will not be available to satisfy the claims of any creditor of the Contributor or the Depositor. The Contributor will file all tax returns and reports in a manner consistent with the transfer to the Depositor of the Receivables for federal income tax purposes.

- 17 -

Section 5.07. Cooperation by Contributor. (a) The Contributor will cooperate fully and in a timely manner with the Depositor, the Issuer, the Servicer, the Agent, and the Indenture Trustee in connection with (i) the filing of any claims with an insurer or any agent of any insurer under any insurance policy affecting an Obligor or any of the Financed Vehicles; (ii) supplying any additional information as may be requested by the Depositor, the Issuer, the Servicer, the Agent, the Indenture Trustee or any such agent or insurer in connection with the processing of any such claim; and (iii) the execution or endorsement of any check or draft made payable to the Contributor representing proceeds from any such claim. The Contributor shall take all such actions as may be requested by the Depositor, the Agent, the Issuer, the Servicer or the Indenture Trustee to protect the rights of the Depositor, the Agent, the Issuer or the Indenture Trustee on behalf of the Noteholders in and to any proceeds under any and all of the foregoing insurance policies. The Contributor shall not take or cause to be taken any action which would impair the rights of the Depositor, the Issuer or the Indenture Trustee on behalf of the Noteholders in and to any proceeds under any of the foregoing insurance policies.

(b) The Contributor shall, within one (1) Business Day of receipt thereof, endorse any check or draft payable to the Contributor representing insurance proceeds and in the event there are no other payees on such check or draft, forward, via hand delivery, such endorsed check or draft to the Servicer for deposit into the Local Bank Account (or any replacement account established by a successor Servicer pursuant to Section 10.02 of the Sale and Servicing Agreement). The Contributor will hold in trust and remit to the Local Bank Account (or any replacement account established by a successor Servicer pursuant to Section 10.02 of the Sale and Servicing Agreement), within one (1) Business Day of receipt thereof, any funds received with respect to the Receivables after the related Cutoff Date.

Section 5.08. Notice of Breach. The Contributor shall notify the Indenture Trustee, the Agent, the Depositor and the Issuer promptly upon becoming aware in writing, of any breach of the representations and warranties or covenants of the Contributor or the Depositor contained herein or in any other Transaction Document.

ARTICLE VI

INDEMNIFICATION

Section 6.01. Indemnification. The Contributor shall defend, indemnify and hold harmless the Depositor, the Indenture Trustee, the Backup Servicer, the Owner Trustee (as such and in its individual capacity), the Agent, the Issuer and the Noteholders:

(a) for any liability as a result of the failure of a Receivable to be originated in compliance with all requirements of law and for any breach of any of its representations and warranties contained herein or in the related Assignment;

- 18 -

(b) from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from the use, ownership, or operation by the Contributor or any Affiliate thereof of a Financed Vehicle;

(c) against any and all costs, expenses, losses damages, claims and liabilities, arising out of or resulting from any action taken, or failed to be taken, by the Contributor in respect of any portion of the Trust Estate other than in accordance with this Contribution Agreement or any other Transaction Document;

(d) from and against any and all taxes, except for taxes on the net income of the Depositor, the Indenture Trustee, the Backup Servicer, the Owner Trustee (as such or in its individual capacity), the Issuer, or the Noteholders, as the case may be, that may at any time be asserted against the Depositor with respect to the transactions contemplated herein and in each Assignment and in each other Transaction Document, including, without limitation, any sales, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same;

(e) from and against any and all costs, expenses, losses, damages, claims and liabilities to the extent that such cost, expense, loss, damage, claim or liability arose out of, or was imposed upon the Depositor, the Indenture Trustee, the Back-up Servicer, the Owner Trustee (as such or in its individual capacity), the Agent, the Issuer and the Noteholders, as the case may be, through the negligence, willful misfeasance, or bad faith of the Contributor in the performance of its duties under this Contribution Agreement or any other Transaction Document to which it is a party, or by reason of reckless disregard of the Contributor’s covenants, obligations and duties under this Contribution Agreement or any other Transaction Document to which it is a party except to the extent that such cost, expense, loss, damage, claim or liability or portion thereof shall be due to the willful misfeasance, bad faith or gross negligence of the Depositor, the Indenture Trustee, the Backup Servicer, the Collateral Agent, the Spread Account Depositor, the Owner Trustee (as such or in its individual capacity), the Agent, the Issuer or the Noteholders as the case may be;

(f) from and against all costs, expenses, losses, damages, claims and liabilities arising out of or incurred in connection with the acceptance or performance of the Contributor’s duties under this Contribution Agreement and the other Transaction Documents to which it is a party, including the trusts and duties as Servicer under the Sale and Servicing Agreement and as Custodian under the Custodian Agreement, except to the extent that such cost, expense, loss, damage, claim or liability shall be due to the willful misfeasance, bad faith or gross negligence of the Depositor, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Agent, the Issuer or the Noteholders, as the case may be; and

(g) against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the failure of any Receivable or the sale of the related Financed Vehicle to comply with all requirements of applicable law.

- 19 -

Indemnification under this Section shall include reasonable fees and expenses of litigation and shall survive termination of this Agreement. These indemnity obligations shall be in addition to any obligation that the Contributor may otherwise have.

ARTICLE VII

MISCELLANEOUS

Section 7.01. Obligations of Contributor. The obligations of the Contributor under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

Section 7.02. Subsequent Transfer and Pledge. The Contributor acknowledges that (i) the Depositor will transfer the Receivables and related Contributed Assets to the Issuer and the Issuer will grant a security interest in the same along with the Issuer’s rights and benefits under the Sale and Servicing Agreement to the Indenture Trustee pursuant to the terms of the Indenture and (ii) the terms and provisions hereof are intended to benefit the Noteholders. The Contributor acknowledges that the Indenture Trustee on behalf of the Noteholders, as assignee of the Depositor’s rights hereunder may directly enforce, without making any prior demand on the Depositor, all the rights of the Depositor hereunder, including, without limitation, the rights under Section 3.03(a) hereof. The Contributor hereby consents to such transfer and grant.

Section 7.03. Amendment. This Agreement may be amended, restated or supplemented from time to time by a written agreement duly executed and delivered by the Contributor and the Depositor, but only with the prior written consent of the Majority Holders; provided that, that no such amendment shall amend or modify any provision of Section 3.02(a) hereof without the consent of the Supermajority Holders. The Contributor shall deliver to the Noteholders and the Agent a copy of any amendment to this Agreement.

Section 7.04. Waivers. No failure or delay on the part of the Depositor, the Issuer, the Indenture Trustee, the Agent in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. Any waiver of the terms and provisions hereof must be in writing and must be consented to in writing by the Majority Holders.

Section 7.05. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered personally or mailed by first-class registered or certified mail, postage prepaid, or by telephonic facsimile transmission and overnight delivery service, postage prepaid, to any party at its address set forth in Article I hereof or at such other address as may be designated by it by notice to the other party and shall be deemed given when so delivered, or if mailed. Any notice to the Indenture Trustee, the Agent, any Noteholder or the Issuer shall be given in accordance with the terms of the Indenture.

Section 7.06. Representations. The respective agreements, representations, warranties and other statements by the Contributor and the Depositor set forth in or made pursuant to this Agreement are intended to benefit the Noteholders and shall remain in full force and effect and will survive the Restatement Date and each Funding Date.

- 20 -

Section 7.07. Headings and Cross-References. The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to Section names or numbers are to such Sections of this Agreement.

Section 7.08. Governing Law. This Agreement and each Assignment shall be governed by and construed in accordance with the internal laws of the State of New York including New York General Obligations Law Sections 5-1401 and 5-1402, but otherwise without regard to the conflict of laws principles thereof.

Section 7.09. Counterparts. This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 7.10. No Bankruptcy Petition Against the Depositor or the Issuer or Any Noteholder. The Contributor agrees that, prior to the date that is one year and one day after the payment in full of all amounts payable with respect to the Notes, it will not institute against the Depositor or the Issuer or any Noteholder, or join any other Person in instituting against the Depositor or the Issuer or any Noteholder, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under the laws of the United States or any state of the United States. This Section 7.10 shall survive the termination of this Agreement and the Indenture.

Section 7.11. Third Party Beneficiaries. This Agreement shall inure to the benefit of the Issuer, the Agent, the Noteholders, the Indenture Trustee on behalf of the Noteholders and their respective successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Agreement which expressly confer rights upon the Depositor, the Noteholders, the Issuer, the Agent or the Indenture Trustee shall be for the benefit of and run directly to the Noteholders, the Depositor, the Issuer, the Indenture Trustee and the Agent. The Indenture Trustee, the Noteholders, the Agent and the Issuer shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if it or they were a party hereto. Except as expressly stated otherwise herein or in the other Transaction Documents, any right of the Majority Holders to direct, appoint, consent to, approve of, or take any action under this Agreement, shall be a right exercised by the Majority Holders in their sole and absolute discretion.

Section 7.12. Material Adverse Effect. Whenever a determination is to be made under this Agreement whether a breach of a representation, warranty or covenant has or could have a material adverse effect on a Receivable or any part of the Trust Estate or the interest therein of the Issuer, the Noteholders (or any similar or analogous determination), such determination shall be made by the Majority Holders in their sole discretion.

Section 7.13. TRIAL BY JURY WAIVED. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY

- 21 -

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 TRANSACTION DOCUMENTS 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 TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY, BY AMONG OTHER THINGS, THIS WAIVER.

Section 7.14. 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 TRANSACTION DOCUMENTS 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 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 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 TRANSACTION DOCUMENTS OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS. THE CONTRIBUTOR AND THE DEPOSITOR EACH HEREBY DESIGNATES CT CORPORATION SYSTEM LOCATED AT 111 EIGHTH AVENUE, NEW YORK, NY 10011, AS ITS TRUE AND LAWFUL ATTORNEY AND DULY AUTHORIZED AGENT FOR ACCEPTANCE OF SERVICE OF LEGAL PROCESS. EACH OF THE CONTRIBUTOR AND THE DEPOSITOR AGREES THAT SERVICE OF SUCH PROCESS UPON SUCH PERSON SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS UPON IT.

Section 7.15. Severability of Provisions. If one or more of the provisions of this Agreement shall be held invalid for any reason, such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such remaining provisions. To the extent permitted by law, the parties hereto hereby waive any law which renders any provision of this Agreement prohibited or unenforceable.

- 22 -

Section 7.16. Rights Cumulative. All rights and remedies under this Agreement are cumulative, and none is intended to be exclusive of another. No delay or omission in insisting upon the strict observance or performance of any provision of this Agreement, or in exercising any right or remedy, shall be construed as a waiver or relinquishment of such provision, nor shall it impair such right or remedy. Every right and remedy may be exercised from time to time and as often as deemed expedient.

Section 7.17. No Offset. Prior to the termination of this Agreement, the obligations of the Contributor and the Depositor under this Agreement shall not be subject to any defense, counterclaim or right of offset which the such Person may have against the Issuer, the Contributor, the Depositor, the Servicer, any Noteholder, the Collateral Agent, the Agent or the Indenture Trustee, whether in respect of this Agreement, any Receivable or otherwise.

Section 7.18. Assignment and Binding Effect. Except with respect to the grant of this Agreement by the Issuer to the Indenture Trustee under the Indenture and as expressly provided herein, this Agreement may be assigned only with the written consent of the parties hereto and the Majority Holders; however, in the event of an assignment, all provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

Section 7.19. Captions. The article, paragraph and other headings contained in this Agreement are for reference purposes only, and shall not limit or otherwise affect the meaning hereof.

Section 7.20. Legal Holidays. In the case where the date on which any action required to be taken, document required to be delivered or payment required to be made is not a Business Day, such action, delivery or payment need not be made on that date, but may be made on the next succeeding Business Day.

Section 7.21. Relationship of the Parties. The relationship of the parties to this Agreement is that of independent contractors. Neither this Agreement nor any of the activities contemplated hereby shall be deemed to create any partnership, joint venture, agency or employer/employee relationship among the Servicer and the Issuer.

Section 7.22. Reports to Holders. Any report, notice or financial statement delivered pursuant to this Agreement by the Servicer to the Noteholders shall be provided by such Persons to each Noteholder at the address last provided to the Servicer by the Indenture Trustee or such Noteholder.

Section 7.23. Integration; Binding Effect; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

- 23 -

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by the Contributor or Depositor pursuant to Article III and (ii) the indemnification and payment provisions of Article VI, and Section 3.03, shall be continuing and shall survive any termination of this Agreement.

Section 7.24. Amendment and Restatement. This Agreement amends and restates in its entirety the Prior Agreement and shall not constitute a novation thereof. All references to the “Contribution Agreement” in the Transaction Documents shall mean and be a reference to this Agreement.

- 24 -

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date and year first above written.

AMERICREDIT FINANCIAL SERVICES, INC., as

    Contributor

By

Name:

Title:

Signature Page to

Amended and Restated Contribution Agreement

BAY VIEW WAREHOUSE CORPORATION, as

    Depositor

By

Name:

Title:

Signature Page to

Amended and Restated Contribution Agreement

ACKNOWLEDGED AND CONSENTED TO:
FALCON ASSET SECURITIZATION COMPANY LLC (formerly Falcon Asset Securitization Corporation), as a Noteholder
By:	JPMorgan Chase Bank, National Association, its attorney-in-fact
By
Name:
Title:

Signature Page to

Amended and Restated Contribution Agreement

ACKNOWLEDGED AND CONSENTED TO:

FAIRWAY FINANCE COMPANY, LLC,

as a Noteholder

By

Name:

Title:

Signature Page to

Amended and Restated Contribution Agreement

SCHEDULE I

[RESERVED]

SCHEDULE II

SCHEDULE OF REPRESENTATIONS

[To come]

EXHIBIT A

FORM OF CONTRIBUTOR ASSIGNMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”) is made as of                     , 200   (the “Contribution Date”), by and between AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“Assignor”), and BAY VIEW WAREHOUSE CORPORATION, a Delaware corporation (“Assignee”), with reference to the following facts:

RECITALS:

A. In connection with the contribution of certain receivables and related assets of Assignor in conjunction with the issuance on the Initial Closing Date of notes (the “Notes”) by Bay View 2005 Warehouse Trust, Assignee and the Assignor have executed the Amended and Restated Contribution Agreement dated as of September 7, 2006 (the “Contribution Agreement”).

B. In connection with the Contribution Agreement, the Assignor desires to assign and transfer to Assignee all of Assignor’s right, title and interest in and to each of the Receivables listed in Schedule I hereto, and the related Contributed Assets (the “Assets”).

C. Assignee desires to accept the Assignment and transfer of the Assets on the Contribution Date.

D. Terms used but not defined herein have the meanings ascribed to them in the Contribution Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and in consideration of the mutual covenants set forth herein, the Assignor and Assignee hereby agree as follows:

1. Assignment. The Assignor hereby assigns, conveys, grants and transfers, without recourse except as provided in the Contribution Agreement, to Assignee (and the successors and assigns of Assignee) the following property:

1.1. The Assignor’s right, title and interest in and to the Receivables and related Financed Vehicles and Contributed Assets described and listed on Schedule I hereto.

1.2. All of Assignor’s right, title and interest in and to the Financed Vehicles.

1.3. All of Assignor’s rights, title and interest in the other Contributed Assets relating to each such Receivable.

2. Further Assurances. The Assignor and Assignee each hereby agree to provide such further assurances and to execute and deliver such documents and to perform all such other acts as are necessary or appropriate to consummate and effectuate this Assignment, including, without limitation, Section 5.01 of the Contribution Agreement.

A-1

3. Distinct Entities. The Assignor and Assignee hereby acknowledge that for all purposes the Assignor and Assignee are each separate and distinct legal entities. Accordingly, the Assignor shall not be liable to any third party for the debts, obligations and liabilities of the Assignee; and Assignee shall not be liable to any third party for the debts, obligations and liabilities of the Assignor.

4. Governing Law. This Assignment shall be governed by and interpreted in accordance with the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but otherwise without regard to the conflicts of law principles thereof.

5. Authority. The Assignor and Assignee each hereby represent respectively that they have full power and authority to enter into this Assignment.

6. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument.

7. Successors and Assigns; Third Party Beneficiaries. The Assignor and Assignee each agree that this Assignment will be binding and will inure to the benefit of the Assignor and its successors and assigns and the Assignee and its successors and assigns. This Assignment shall inure to the benefit of the Issuer, the Indenture Trustee on behalf of the Noteholders and their respective successors and assigns.

A-2

IN WITNESS WHEREOF, this Assignment has been executed as of the date first above written.

AMERICREDIT FINANCIAL SERVICES, INC.,

    Assignor

By

Name:

Title:

BAY VIEW WAREHOUSE CORPORATION,

    Assignee

By

Name:

Title:

A-3

SCHEDULE I

LOAN SCHEDULE

EX-99.3

Exhibit 99.3

EXECUTION COPY

SECOND AMENDED AND RESTATED

SALE AND SERVICING AGREEMENT

by and among

BAY VIEW 2005 WAREHOUSE TRUST,

as Issuer,

BAY VIEW WAREHOUSE CORPORATION,

as Depositor

AMERICREDIT FINANCIAL SERVICES, INC.,

as Servicer and as Contributor

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Indenture Trustee and as Backup Servicer

Dated as of September 7, 2006

BAY VIEW 2005 WAREHOUSE TRUST

UP TO $450,000,000 WAREHOUSE FUNDING FACILITY

TABLE OF CONTENTS

			PAGE
Article I		DEFINITIONS	2
	Section 1.01.	Defined Terms	2
Article II		TRANSFER AND ACQUISITION OF RECEIVABLES	6
	Section 2.01.	Transfer and Acquisition of Receivables	6
	Section 2.02.	[Reserved]	7
	Section 2.03.	Funding Dates	7
Article III		REPRESENTATIONS AND WARRANTIES	7
	Section 3.01.	Representations and Warranties of the Issuer	7
	Section 3.02.	Representations and Warranties of the Depositor	9
	Section 3.03.	Repurchase of Receivables	13
	Section 3.04.	Issuer’s Assignment of Repurchased Receivables	14
	Section 3.05.	Survival of Representations and Warranties	14
Article IV		CONDITIONS	15
	Section 4.01.	Conditions to Obligation of the Issuer	15
	Section 4.02.	Conditions to Obligation of the Depositor	16
Article V		COVENANTS OF THE DEPOSITOR	17
	Section 5.01.	Protection of Right, Title and Interest	17
	Section 5.02.	Other Liens or Interest	18
	Section 5.03.	Principal Executive Office; Jurisdiction of Organization	18
	Section 5.04.	Costs and Expenses	18
	Section 5.05.	No Waiver	19
	Section 5.06.	Depositor’s Records	19
	Section 5.07.	Cooperation by Depositor	19
	Section 5.08.	Notice of Breach	19
	Section 5.09.	Liability of Depositor; Indemnities	20
	Section 5.10.	Merger or Consolidation of, or Assumption of the Obligations of, Depositor	21
	Section 5.11.	Limitation on Liability of Contributor, Depositor and Others	22
	Section 5.12.	Contributor and Depositor May Own Notes	22
	Section 5.13.	Additional Covenants of the Depositor	22
Article VI		ADMINISTRATION AND SERVICING OF RECEIVABLES	23
	Section 6.01.	Appointment and Duties of the Servicer	23
	Section 6.02.	Realization upon Receivables	25
	Section 6.03.	Insurance	25
	Section 6.04.	Maintenance of Security Interests in Vehicles	26
	Section 6.05.	Servicing Fee; Payment of Certain Expenses by Servicer	27

i

	Section 6.06.	Weekly Servicer Report; Monthly Servicer Report	28
	Section 6.07.	Annual Statement as to Compliance; Notice of Servicer Event of Default; Annual and Quarterly Financial Statements	28
	Section 6.08.	Annual Independent Accountants’ Report	29
	Section 6.09.	Access to Certain Documentation and Information Regarding Receivables	30
	Section 6.10.	Monthly Tape	30
	Section 6.11.	[Reserved]	31
	Section 6.12.	No Offset	31
	Section 6.13.	[Reserved]	31
	Section 6.14.	Covenants of Servicer	31
	Section 6.15.	Purchase of Receivables upon Breach	31
	Section 6.16.	Custodian Files	32
Article VII		COLLECTIONS	33
	Section 7.01.	Collection of Receivable Payments; Modification and Amendment of Receivables	33
Article VIII		REPRESENTATIONS, WARRANTIES AND COVENANTS	35
	Section 8.01.	Covenants, Representations and Warranties of the Servicer	35
	Section 8.02.	Purchase of Receivables upon Breach of Representation and Warranty	35
	Section 8.03.	Representations of Backup Servicer	39
Article IX		THE SERVICER AND BACKUP SERVICER	40
	Section 9.01.	Liability of Servicer; Indemnities	40
	Section 9.02.	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer and Backup Servicer	42
	Section 9.03.	Limitation on Liability of Servicer, the Backup Servicer and Others	43
	Section 9.04.	Delegation of Duties	44
	Section 9.05.	Servicer and Backup Servicer Not to Resign	44
	Section 9.06.	Backup Servicer’s Reliance; Liability; Errors	45
Article X		SERVICER EVENTS OF DEFAULT	45
	Section 10.01.	Servicer Event of Default	45
	Section 10.02.	Consequences of a Servicer Event of Default	48
	Section 10.03.	Appointment of Successor	50
	Section 10.04.	Notification	50
	Section 10.05.	Waiver of Past Defaults	51
Article XI		ADMINISTRATION OF TRUST DUTIES	52
	Section 11.01.	Administrative Duties	52
Article XII		TERMINATION OF AGREEMENT	52
	Section 12.01.	Term	52

	Section 12.02.	Effect of Termination	52
Article XIII		MISCELLANEOUS PROVISIONS	53
	Section 13.01.	Amendment	53
	Section 13.02.	Waivers	53
	Section 13.03.	Notices	53
	Section 13.04.	Severability of Provisions	56
	Section 13.05.	Rights Cumulative	56
	Section 13.06.	No Offset	56
	Section 13.07.	Powers of Attorney	56
	Section 13.08.	Assignment and Binding Effect	56
	Section 13.09.	Captions	56
	Section 13.10.	Legal Holidays	56
	Section 13.11.	Counterparts	57
	Section 13.12.	Governing Law	57
	Section 13.13.	Consent to Jurisdiction	57
	Section 13.14.	Trial by Jury Waived	58
	Section 13.15.	Parties	58
	Section 13.16.	Relationship of the Parties	58
	Section 13.17.	No Bankruptcy Petition Against the Issuer or the Depositor	58
	Section 13.18.	Third Party Beneficiaries	58
	Section 13.19.	Reports to Holders	58
	Section 13.20.	Obligations of Depositor	59
	Section 13.21.	Subsequent Pledge	59
	Section 13.22.	Protection of Title to Trust	59
	Section 13.23.	Limitation of Liability	61
	Section 13.24.	Integration	61
	Section 13.25.	Limitation on Recourse	61
	Section 13.26.	Amendment and Restatement	61

Schedule I	—	[Reserved]
Schedule II	—	[Reserved]
Schedule III	—	Schedule of Representations
Exhibit A	—	Form of Assignment and Assumption Agreement	A-1
Exhibit B	—	[Reserved]	B-1
Exhibit C	—	[Reserved]	C-1
Exhibit D	—	Servicer’s Monthly Report	D-1
Exhibit E	—	[Reserved]	E-1
Exhibit F	—	Form of Agreed Upon Procedures Letter	F-1
Exhibit G	—	Post Office Boxes and Local Bank Account	G-1

SALE AND SERVICING AGREEMENT

THIS SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (as amended and supplemented from time to time, the “Sale and Servicing Agreement” or the “Agreement”) is made as of September 7, 2006, by and among BAY VIEW 2005 WAREHOUSE TRUST, a statutory trust established under the laws of the State of Delaware, as issuer (the “Issuer”), BAY VIEW WAREHOUSE CORPORATION, a corporation established under the laws of the State of Delaware, as depositor (the “Depositor”), AMERICREDIT FINANCIAL SERVICES, INC. (“AMERICREDIT”), a Delaware corporation, as assignee of Bay View Acceptance Corporation, as servicer (the “Servicer”) and as contributor (the “Contributor”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”) and as backup servicer (the “Backup Servicer”).

PRELIMINARY STATEMENT

WHEREAS, the Issuer, the Depositor, Bay View Acceptance Corporation, as “Servicer” and “Contributor,” the Indenture Trustee, and the Backup Servicer entered into the Amended and Restated Sale and Servicing Agreement, dated as of November 11, 2005 (as amended, supplemented or modified prior to the effectiveness hereof, the “Prior Agreement”); and

WHEREAS, pursuant to the Assignment and Assumption Agreement dated as of even date herewith (the “Assignment Agreement”), Bay View Acceptance Corporation assigned all of its rights and obligations (including, as applicable, in its individual capacity and in its capacity as “Contributor,” “Servicer” and “Custodian”) under the Prior Agreement and the other Transaction Documents to AmeriCredit; and

WHEREAS, the parties hereto wish to amend and restate the Prior Agreement to reflect the assignments made pursuant to the Assignment Agreement and to make certain other modifications; and

WHEREAS, the Indenture provides for the issuance by the Issuer of its Automobile Receivables Backed Notes, Series 2005-1 (the “Notes”) to the Noteholders; and

WHEREAS, AmeriCredit has acquired and will acquire certain motor vehicle receivables evidenced by retail installment contracts and security agreements secured by security interests in the related Financed Vehicles; and

WHEREAS, pursuant to the Contribution Agreement and each Contributor Assignment, on the Initial Closing Date, the Contributor contributed the Initial Receivables and on each Funding Date will contribute (or has contributed in the case of each Funding Date prior to the date hereof) the related Subsequent Receivables to the Depositor; and

WHEREAS, pursuant to the terms of the Indenture, on the Initial Closing Date, the Issuer pledged the Receivables and the security interests in the Financed Vehicles and the other items of the Trust Estate to the Indenture Trustee for the benefit of the Noteholders, the Agent and the Financial Institutions; and

WHEREAS, pursuant to the terms of the Custodian Agreement, the Depositor is obligated to deliver or cause to be delivered to the Custodian, the documents to be included in the Custodian File, which are to be held by the Custodian pursuant to the terms of the Custodian Agreement; and

WHEREAS, the Issuer, the Depositor, the Servicer, the Indenture Trustee and the Backup Servicer wish to enter into this Sale and Servicing Agreement and each Depositor Assignment pursuant to which the Depositor transferred on the Initial Closing Date and on each Funding Date will transfer (or has transferred in the case of each Funding Date prior to the date hereof) the Initial Receivables and the related Subsequent Receivables, respectively, to the Issuer, and the Servicer will perform the duties as described herein, including servicing and administering collections on all of the Receivables transferred to the Issuer pursuant to the terms of this Agreement and pledged to the Indenture Trustee pursuant to the terms of the Indenture, realizing upon such Receivables, and administering claims made under the Insurance Policies.

NOW THEREFORE, in consideration of the covenants and conditions contained in this Sale and Servicing Agreement, the parties, intending to be legally bound, hereby agree as follows:

Article I

DEFINITIONS

Section 1.01. Defined Terms. Capitalized terms used but not defined in this Sale and Servicing Agreement shall have the respective meanings assigned to them in the Indenture and the Contribution Agreement unless the context otherwise requires, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. References to actions taken by AmeriCredit, individually or in its capacity as the Contributor, the Servicer or the Custodian, prior to the effectiveness of the Assignment Agreement shall mean and be references to Bay View Acceptance Corporation acting in such capacities; provided, however, each of the parties hereto acknowledges and agrees that pursuant to the Assignment Agreement, AmeriCredit has assumed all obligations and liabilities for such actions now existing or hereafter arising under the Transaction Documents. Additionally, the following terms shall have the following meanings:

“Actual Payment” means, with respect to a Collection Period and a Receivable, all payments received from or on behalf of an Obligor with respect to such Receivable, all of which amounts shall be deposited into the Local Bank Account for deposit into the Collection Account. An Actual Payment does not include Repurchase Prices.

“Assignment Agreement” has the meaning set forth in the Preliminary Statement.

“Backup Servicing Fee” means the fee payable to the Backup Servicer for services rendered as Backup Servicer, determined pursuant to the letter agreement, dated as of September 1, 2006, titled JPMorgan Chase Bank Bay View Auto Acceptance 2005-1 $450 Million Warehouse Financing Indenture Trustee, Paying Agent, Registrar Services.

“Chapter 13 Receivable” means a Receivable (a) the Obligor of which is subject to a proceeding under Chapter 13 of the Bankruptcy Code, (b) the terms of which have been set forth

2

in a plan confirmed in that Chapter 13 proceeding, under which plan, no default has occurred, and (c) on which at least one payment has been made since the confirmation of the plan in the Chapter 13 proceeding.

“Collection Policy” means the servicing policies and procedures from time to time utilized by the Servicer in connection with its servicing of the Receivables or, with respect to the Backup Servicer as successor Servicer, the servicing policies and procedures utilized by the Backup Servicer in connection with its servicing of the Receivables.

“Collection Records” means all manually prepared or computer generated records relating to collection efforts or payment histories with respect to the Receivables.

“Custodian File” shall have the meaning specified in Section 4.01(d).

“Deposited Assets” means, with respect to each Receivable, all right, title and interest of the Depositor in, to and under (i) the security interest in the related Financed Vehicle granted by the related Obligor pursuant to such Receivable and any accessions thereto, and any other interest of the Depositor in the Financed Vehicles and accessions, including, without limitation, the related Certificate of Title; (ii) any service warranties and service contracts and any physical damage, credit life, risk default, disability, gap or other insurance policies covering the related Financed Vehicle or the related Obligor or refunds in connection therewith relating to the Receivables (including, without limitation, State tax refunds) and any proceeds from the liquidation of the Receivables or Financed Vehicles received after the related Cutoff Date; (iii) all property (including the right to receive future Recoveries) that shall secure a Receivable; (iv) the rights that relate to a Receivable under each Dealer Agreement, including, but not limited to, any recourse against any Dealer; (v) the rights that relate to a Receivable under each Originating Affiliate Agreement, including but not limited to, any recourse against any Originating Affiliate; (vi) rebates or refunds of premiums and other amounts relating to insurance policies and other items financed under the Receivables or otherwise covering an Obligor or a Financed Vehicle; (vii) the original retail installment contract and security agreement and any amendments thereof evidencing the Receivables; (viii) all documentation in the Custodian File and other documents maintained by the Contributor according to its customary procedures with respect to the Receivables, Financed Vehicles or Obligors; (ix) the Depositor’s rights under the Contribution Agreement and each Contributor Assignment, including, but not limited to, any recourse against the Contributor and any right to require the Contributor to repurchase or make indemnity payments; and (x) the proceeds of any and all of the foregoing including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now existing or hereafter arising.

“Depositor Address” means 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102.

“Depositor Assignment” means the document of assignment substantially in the form attached to this Agreement as Exhibit A.

“Determination Date” means with respect to a Collection Period, the 15th day of the next calendar month, or if such 15th day is not a Business Day, the next succeeding Business Day.

3

“Eligible Servicer” means the Servicer, the Backup Servicer or an entity which, at the time of its appointment as Servicer, (a) is legally qualified and has the capacity to service the Receivables, (b) has demonstrated the ability to service a portfolio of motor vehicle retail installment sale contracts in accordance with the standards of skill and care customary in the industry and (c) is approved in writing by the Majority Holders. The determination of the qualifications specified in subsections (a) and (b) of this definition shall be made by the Majority Holders.

“FICO Score” means, with respect to any Receivable, the Fair, Isaac & Company Inc. credit risk score with respect to such Receivable.

“Indenture” means the Second Amended and Restated Indenture, dated as of even date herewith, as amended, restated, supplemented or otherwise modified from time to time.

“Holiday Pay Receivables” means those Receivables that (A) have an original FICO Score above 700; (B) have not been Delinquent Receivables within the preceding six (6) months; and (C) have been on the books for at least six (6) months.

“Holiday Pay Receivables Program” means an extension program offered once per year in the fourth quarter to Receivables meeting the requirements of Holiday Pay Receivables; provided, however that the Agent reserves the right to suspend the Holiday Pay Receivables Program at any time, in its sole discretion.

“Initial Receivable” means each Receivable transferred from the Contributor to the Depositor and then from the Depositor to the Issuer, and a security interest in which was simultaneously granted by the Issuer to the Indenture Trustee on the Initial Closing Date as set forth on Schedule I attached to the Depositor Assignment dated as of the Initial Closing Date.

“Insurance Policy” means with respect to a Receivable, any insurance policy (including the insurance policies described in Section 6.03) benefiting the holder of the Receivable and providing coverage for loss or physical damage, credit life, credit disability, theft, mechanical breakdown, gap or similar coverage with respect to the Financed Vehicle or the Obligor.

“Lendco Receivable” means a Receivable originated by, and purchased by the Contributor from, Lendco Financial Services.

“Local Bank Account” shall have the meaning specified in Section 7.01(d).

“Monthly Records” means all records and data maintained by the Servicer with respect to the Receivables, including the following with respect to each Receivable: the account number; the originating Dealer; Obligor name; Obligor address; Obligor home phone number; Obligor business phone number; original Principal Balance; original term; Annual Percentage Rate; current Principal Balance; current remaining term; origination date; first payment date; final scheduled payment date; next payment due date; date of most recent payment; new/used classification; collateral description; days currently delinquent; number of contract extensions (months) to date; amount of Scheduled Obligor Payment; and past due late charges.

4

“Monthly Servicer Report” means with respect to each Determination Date, a report, completed by and executed by the Servicer, in accordance with Section 6.06(b), in the form of Exhibit D or otherwise in form and substance acceptable to the Agent.

“Pool” means the aggregation of Receivables and related assets contained from time to time in the Issuer’s trust estate.

“Post Office Boxes” shall have the meaning specified in Section 7.01(d).

“Prior Agreement” has the meaning set forth in the Preliminary Statement.

“Reliening Expenses” shall have the meaning specified in Section 6.04(b).

“Rule of 78s Method” means the method under which a portion of a payment allocable to earned interest and the portion allocable to principal are determined according to the sum of the month’s digits or any equivalent method commonly referred to as the “Rule of 78s.”

“Rule of 78s Receivable” means any Receivable under which the portion of a payment allocable to interest and the portion allocable to principal are determined in accordance with the Rule of 78s Method.

“Servicer Event of Default” means an event described in Section 10.01.

“Servicing Fee” means, with respect to any Payment Date, the fee payable to the Servicer or any successor Servicer for services rendered during the related Collection Period, which shall be equal to the sum of (A) the product of the Servicing Fee Rate multiplied by the sum of (i) the product of (a) the Aggregate Receivable Balance as of the opening of business on the first day of such Collection Period multiplied by (b) one twelfth, plus (ii) for each Subsequent Receivable transferred to the Issuer during such Collection Period, the product of (a) the Receivable Balance of such Subsequent Receivable multiplied by (b) the number of days during such Collection Period that such Subsequent Receivable was owned by the Issuer divided by 360, and (B) all Supplemental Servicing Fees received during the related Collection Period.

“Servicing Fee Rate” means (i) 1.0% per annum at all times during which AmeriCredit or an Affiliate of AmeriCredit is the Servicer, and (ii) 1.0% per annum or such other per annum rate negotiated with the applicable successor Servicer at all other times.

“Subsequent Receivable” means, with respect to each Funding Date, each Receivable contributed to the Depositor by the Contributor and then transferred from the Depositor to the Issuer and a security interest simultaneously granted to the Indenture Trustee by the Issuer on such Funding Date as set forth as Schedule I to the related Depositor Assignment.

“Tangible Net Worth” shall have the meaning set forth in the Indenture.

“Ultra Receivable” means a Receivable originated by, and purchased by the Contributor from, Ultra Funding, Ltd.

5

Article II

TRANSFER AND ACQUISITION OF RECEIVABLES

Section 2.01. Transfer and Acquisition of Receivables. On the Initial Closing Date and on each Funding Date occurring prior to the Restatement Date, the Depositor transferred to the Issuer, and the Issuer acquired from the Depositor, the Initial Receivables and the related Subsequent Receivables, respectively, in each case together with the Deposited Assets relating thereto. The Depositor and the Issuer hereby reaffirm such transfers and acquisitions and their respective rights and obligations hereunder and under the other Transaction Documents with respect thereto. On each Funding Date occurring from and after the Restatement Date, subject to the terms and conditions of this Agreement, the Depositor agrees to transfer to the Issuer, and the Issuer agrees to acquire from the Depositor, the related Subsequent Receivables and the Deposited Assets relating thereto.

(a) [Reserved.]

(b) [Reserved.]

(c) Transfer of Subsequent Receivables. On each Funding Date, upon the simultaneous transfer of such assets from the Contributor to the Depositor, the Depositor shall transfer to the Issuer, without recourse except as set forth herein: (i) the related Subsequent Receivables, and all moneys received thereon on or after the applicable Cutoff Date; and (ii) the related Deposited Assets; provided, however, that Subsequent Receivables may not be transferred by the Depositor to the Issuer or a security interest granted by the Issuer to the Indenture Trustee unless each of the conditions precedent in Section 2.12 of the Indenture has been satisfied.

(d) Consideration for Subsequent Receivables. Upon its receipt of the related Receivables Purchase Price from the Noteholders on each Funding Date, the Issuer shall pay such amount to the Depositor in immediately available funds as consideration for the transfer to the Issuer of the related Subsequent Receivables. To the extent that the value of any such Subsequent Receivables exceeds the Receivables Purchase Price with respect thereto, the Depositor shall receive an increase in its ownership interest in the Issuer, which is a wholly-owned subsidiary of the Depositor, in the amount of such excess as a portion of the consideration for the transfer to the Issuer of the related Subsequent Receivables.

(e) Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Depositor and the Issuer that they intend that the assignments and transfers herein contemplated constitute sales and assignments outright, and not for security, of the Receivables and the related Deposited Assets, conveying good title thereto free and clear of any Liens, from the Depositor to the Issuer, and that the Receivables and the related Deposited Assets shall not be a part of the Depositor’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect

6

to the Depositor. In the event that any such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or any other Person to the Depositor, or any such conveyance shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), the Depositor hereby grants to the Issuer a security interest in all of the Depositor’s right, title and interest in the Receivables and all related Deposited Assets, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under the UCC and other applicable law. In the case of any Recharacterization, the Depositor represents and warrants that each remittance of Collections by the Depositor to the Issuer hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs.

Section 2.02. [Reserved.]

Section 2.03. Funding Dates. The transfer of Subsequent Receivables on a Funding Date shall take place at such location as the Depositor, the Issuer and the Indenture Trustee may reasonably agree. The transfer of Subsequent Receivables shall be made in accordance with Sections 2.12 through 2.14 of the Indenture pursuant to which (a) the Depositor will transfer all of its right, title and interest in and to the Subsequent Receivables and the related Deposited Assets to the Issuer, and (b) the Issuer will confirm the grant of all of its right, title and interest in and to such Subsequent Receivables and the related Deposited Assets to the Indenture Trustee for the benefit of the Noteholders, the Agent and the Financial Institutions.

Article III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Depositor, the Indenture Trustee, the Servicer and the Backup Servicer as of the Restatement Date and each Funding Date:

(a) Organization, Etc. The Issuer is a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof; the Issuer is duly qualified to do business as a foreign business entity in good standing, and has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, without limitation, the purchase of the Receivables from the Depositor hereunder and under each Depositor Assignment, the conveyance of the Receivables by the Issuer pursuant to the Indenture, and the performance of its other obligations under this Agreement, each Depositor Assignment and the other Transaction Documents to which it is a party) requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Issuer, on the ability of the Issuer to perform its obligations under the Transaction Documents, or on the Noteholders, the Receivables or the Trust Estate.

7

(b) Due Authorization. The execution, delivery and performance by the Issuer of this Agreement have been duly authorized by all necessary action, do not require any approval or consent of any Person, do not and will not conflict with any provision of the Issuer Trust Agreement, and do not and will not conflict with or result in a breach which would constitute (with or without notice or lapse of time) a default under any agreement, indenture, mortgage, deed of trust, or other instrument binding upon or applicable to it or its property, or any law or governmental regulation or court decree applicable to it or its property, do not and will not result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any indenture, agreement, mortgage, deed of trust, or other instrument (other than as expressly provided in the Transaction Documents), and this Agreement is the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms except as the same may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equity principles.

(c) No Proceedings. There are no proceedings or investigations pending, or to the Issuer’s knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or its properties: (A) asserting the invalidity of this Agreement, any Depositor Assignment, the Indenture, the Notes, or any other Transaction Document; (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement, any Depositor Assignment, the Indenture or any other Transaction Document to which it is a party; (C) seeking any determination or ruling that might materially and adversely affect the performance by the Issuer of its obligations under, or the validity or enforceability of, this Agreement, any Depositor Assignment, the Indenture, the Notes or any other Transaction Document to which it is a party; (D) which might adversely affect the federal or State income, excise, franchise or similar tax attributes of the Notes; or (E) that could reasonably be expected to have a material adverse effect on the Receivables.

(d) Business Purpose. The Issuer will acquire the Receivables for a bona fide business purpose and has undertaken the transactions contemplated herein as principal rather than as agent for the Depositor or any other person.

(e) Issuer’s Records. The books and records of the Issuer will disclose that the Depositor transferred the Receivables to the Issuer; provided, however, the Issuer acknowledges that the Receivables will appear as assets of the Contributor and its consolidated subsidiaries in the consolidated financial statements of the Contributor (which financial statements will include a footnote stating that the Receivables are not available to satisfy the Contributor’s or the Depositor’s creditors).

(f) Valid Assignment. Each Receivable has been validly pledged by the Issuer to the Indenture Trustee pursuant to the Indenture; and no Receivable has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee.

8

(g) Issuer’s Address. The principal place of business of the Issuer is located at 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102 and the executive office of the Issuer is located at 1100 North Market Street, Wilmington, Delaware 19890-0001. All books and records of the Issuer relating to the Trust Estate are stored at such principal place of business. The Depositor’s jurisdiction of organization is, and has been since its date of organization, Delaware.

Section 3.02. Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Issuer, the Indenture Trustee, the Servicer and the Backup Servicer as of the Restatement Date and each Funding Date (except as otherwise provided):

(a) On the related Funding Date (except as otherwise provided), each of the representations and warranties set forth in Part I of the Schedule of Representations attached hereto as Schedule III is true and correct with respect to the related Subsequent Receivables. Additionally, on the Cutoff Date related to each Funding Date, each of the representations and warranties set forth in Part II of the Schedule of Representations attached hereto as Schedule III is true and correct.

(b) Organization and Good Standing. The Depositor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted. The Depositor is not organized under the laws of any jurisdiction other than Delaware.

(c) Due Qualification. The Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business (including, without limitation, the purchase of the Receivables from the Contributor under the Contribution Agreement and under each Contributor Assignment, the conveyance of the Receivables by the Depositor hereunder and under each Depositor Assignment, and the performance of its other obligations under this Agreement, each Contributor Assignment, each Depositor Assignment and the other Transaction Documents to which it is a party) requires such qualification where the failure to be so qualified would materially and adversely affect its business or operations, its ability to perform its obligations under the Transaction Documents, the Issuer, any Noteholder, the Receivables or any other part of the Trust Estate.

(d) Power and Authority. The Depositor has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to carry out its terms and their terms, respectively; the Depositor has all power, authority and legal right to acquire, own and transfer the Receivables and Deposited Assets to the Issuer; and the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Depositor by all necessary corporate action.

(e) Binding Obligations. This Agreement and the other Transaction Documents to which the Depositor is a party, when duly executed and delivered by the

9

other parties hereto and thereto, shall constitute legal, valid and binding obligations of the Depositor enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(f) No Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the fulfillment of the terms of this Agreement and the other Transaction Documents to which it is a party shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under, the certificate of incorporation or by-laws of the Depositor, or any material agreement, mortgage, deed of trust or other material instrument to which the Depositor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or violate any material law, order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties, or in any way materially adversely affect the interests of the Noteholders or the Indenture Trustee in any Receivable or any other part of the Trust Estate, or affect the Depositor’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party.

(g) No Proceedings. There are no proceedings or investigations pending or, to the Depositor’s knowledge, threatened against the Depositor, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Transaction Documents, (iv) seeking to adversely affect the federal income tax or other federal, State or local tax attributes of the Notes, or (v) that could reasonably be expected to have a material adverse effect on the Receivables.

(h) Approvals. All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution and delivery by the Depositor of this Agreement or any other Transaction Document to which it is a party have been taken or obtained.

(i) Depositor Address. The Depositor Address is the chief place of business and the office where the Depositor keeps its records concerning the Receivables and the Deposited Assets. The Depositor’s chief executive office is 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102. The Depositor’s jurisdiction of incorporation is, and has been since its date of incorporation, Delaware.

10

(j) Solvency of the Depositor:

(i) The Depositor does not believe, nor does it have any reasonable cause to believe, that it cannot perform each and every covenant contained in this Agreement.

(ii) The transactions contemplated by the Transaction Documents are being consummated by the Depositor in furtherance of its ordinary business purposes, with no contemplation of insolvency and with no intent to hinder, delay or defraud any of its present or future creditors.

(iii) Neither on the date of the transactions contemplated by the Transaction Documents or immediately before or after such transactions, nor as a result of the transactions, will the Depositor:

(A) be insolvent such that the sum of its debts is greater than all of its respective property, at a fair valuation;

(B) be engaged in or about to engage in, business or a transaction for which any property remaining with the Depositor will be an unreasonably small capital or the remaining assets of the Depositor will be unreasonably small in relation to its respective business or the transaction; and

(C) have intended to incur or believed it would incur, debts that would be beyond its respective ability to pay as such debts mature or become due. The Depositor’s assets and cash flow enable it to meet its present obligations in the ordinary course of business as they become due.

(iv) Both immediately before and after the transactions contemplated by the Transaction Documents (a) the present fair salable value of the Depositor’s assets was or will be in excess of the amount that will be required to pay its probable liabilities as they then exist and as they become absolute and matured; and (b) the sum of the Depositor’s assets was or will be greater than the sum of its debts, valuing its assets at a fair salable value.

(v) There are no proceedings or investigations pending, or to the knowledge of the Depositor, threatened, against or affecting the Depositor in or before any court, governmental authority or agency or arbitration board or tribunal (including, but not limited to any such proceeding or investigation with respect to any environmental or other liability resulting from the ownership of the Receivables) which, individually or in the aggregate, involve the possibility of materially and adversely affecting the properties, business, prospects, profits or condition (financial or otherwise) of the Depositor, or the ability of the Depositor to perform its obligations under this Agreement. The Depositor is not in default with respect to any order of any court, governmental authority or agency or arbitration board or tribunal.

11

(k) Taxes. All tax returns or extensions required to be filed by the Depositor in any jurisdiction (other than jurisdictions in which the failure to file would not have a material adverse effect on the Depositor, the Depositor’s ability to perform its obligations under the Transaction Documents, the Issuer, any Noteholder or any Receivable or any other part of the Trust Estate) have in fact been filed, and all taxes, assessments, fees and other governmental charges upon the Depositor, or upon any of the properties, income or franchises shown to be due and payable on such returns have been, or will be, paid or are being contested in good faith by appropriate proceedings with respect to which the Agent has received written notice. To the knowledge of the Depositor, all such tax returns are true and correct and the Depositor has no knowledge of any proposed additional tax assessment against it in any material amount nor of any basis therefor. The provisions for taxes on the books of the Depositor are in accordance with generally accepted accounting principles.

(l) Consolidated Returns. The Contributor, the Depositor and the Issuer are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until termination of the Transaction Documents.

(m) Intent of Transactions. It is the intention of the Depositor that the Receivables and the Deposited Assets are owned by the Issuer as of the Initial Closing Date or the related Funding Date, as applicable, and that the beneficial interest in and title to the Receivables and the Deposited Assets are not part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law.

(n) Notes as Debt. For federal, State and local income tax purposes, each of the Contributor and the Depositor, its shareholders and stockholders and the Issuer shall treat the Receivables and the Deposited Assets as owned by the Issuer, shall include in the computation of the Depositor’s gross income for such purposes the income from the Receivables and the Deposited Assets, shall treat the Notes as debt of the Depositor and its consolidated subsidiaries for such purposes, and shall cause the Contributor and its consolidated subsidiaries to deduct the interest paid or accrued with respect to the Notes in accordance with its applicable method of accounting for such purposes.

(o) ERISA. The Depositor is in compliance with the Employee Retirement Income Security Act of 1974, as amended.

(p) Certificates, Statements and Reports. The officers’ certificates, statements, reports and other documents prepared by the Depositor and furnished by the Depositor to the Issuer, the Indenture Trustee or the Agent pursuant to this Agreement or any other Transaction Document to which the Depositor is a party, and in connection with the transactions contemplated hereby or thereby, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading.

12

(q) Stock of Depositor. The Contributor is the registered owner of all of the shares of common stock of Bay View Acceptance Corporation, which in turn is the registered owner of all of the shares of common stock of the Depositor, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase other than those (if any) granted pursuant to the Transaction Documents.

(r) Accuracy of Information. All information heretofore furnished by the Depositor for purposes of or in connection with any of the Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Depositor will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(s) Material Adverse Change. Since June 30, 2006, no event has occurred that would have a material adverse effect on (i) the financial condition or operations of Depositor, (ii) the ability of the Depositor to perform its obligations under the Transaction Documents, or (iii) the collectibility of the Receivables generally or any material portion of the Receivables.

(t) Compliance with Laws. The Depositor has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a material adverse effect on the Issuer, any Noteholder, any Receivable or other part of the Trust Estate.

Section 3.03. Repurchase of Receivables. (a) The Depositor hereby covenants and agrees to deliver to the Issuer, the Contributor, the Servicer, the Agent and the Indenture Trustee prompt written notice of the occurrence of a breach of any of the representations and warranties of the Depositor contained or deemed to be contained in the Schedule of Representations attached hereto as Schedule III with respect to a Receivable transferred hereunder. Upon discovery by the Depositor, the Issuer, the Indenture Trustee, the Agent or the Servicer of (x) a Nonconforming Receivable, or (y) the failure to file any UCC Financing Statement required to be filed pursuant to the Transaction Documents, the party discovering such breach or failure shall give prompt written notice to each of the other foregoing parties. Except as specifically provided in this Agreement or the Indenture, the Indenture Trustee has no obligation to review or monitor the Receivables or the Deposited Assets for compliance with the representations and warranties or delivery requirements set forth herein. If (i) the breach of representations or warranties causing such Receivable to be a Nonconforming Receivable has a material adverse effect on such Receivable or its collectibility or the Noteholders and shall not have been (A) cured within thirty (30) days following notice thereof or (B) waived by the Majority Holders following notice thereof or (ii) such UCC Financing Statements shall not have been filed within the time period required herein, the Depositor shall deposit or cause to be deposited the

13

Repurchase Price with respect to such Receivable in the Collection Account within two (2) Business Days following the applicable cure period, if any; provided, that a breach of a representation and warranty set forth in paragraphs 2, 3, 5, 7, 9, 14, 15, 16, 17, 18, 19, 20, 21, 22, 28, 29 and 30 of Part I of the Schedule of Representations attached hereto as Schedule III automatically shall be deemed to have a material adverse effect on the applicable Receivable or the Noteholders. The Issuer shall transfer to the Depositor the Receivable (and the Deposited Assets relating solely to such Receivable) affected by such breach or failure; provided, that such transfer and assignment shall only be made upon receipt by the Issuer of notice from the Servicer that the Repurchase Price has been remitted to the Servicer and deposited into the Collection Account. The Issuer shall be entitled to enforce the obligations of the Depositor, the Contributor and each applicable Dealer under this Agreement, the Contribution Agreement and the applicable Dealer Agreement, respectively, to remit the Repurchase Price to the Servicer for deposit into the Collection Account. The Indenture Trustee and the Agent are authorized to take action on behalf of the Issuer (i) to enforce the obligations of the Depositor to repurchase such Receivable under this Agreement, (ii) to enforce the obligations of the Contributor to repurchase such Receivable under the Contribution Agreement and (iii) to enforce the obligations of a Dealer to repurchase such Receivable under the applicable Dealer Agreement.

(b) The obligation of the Depositor to repurchase any Receivable (and the Deposited Assets relating solely to such Receivable) and to remit the Repurchase Price with respect to a Nonconforming Receivable which has a material adverse affect on the Noteholders or on such Receivable or its collectibility or as to which a failure to file UCC Financing Statements has occurred and is continuing shall constitute the sole remedy, except for the indemnification provisions expressly set forth in the Indenture, this Agreement and the Contribution Agreement, against the Depositor for such breach or failure to file, available to the Indenture Trustee or the Noteholders.

Notwithstanding the foregoing, the Depositor shall indemnify the Owner Trustee (as such and in its individual capacity), the Issuer, the Indenture Trustee, the Backup Servicer, the Agent, the Noteholders and their respective officers, directors, employees and agents against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them, as a result of third-party claims arising out of the events or facts giving rise to a repurchase event set forth in Section 3.03(a).

Section 3.04. Issuer’s Assignment of Repurchased Receivables. With respect to any Receivable reacquired by the Depositor pursuant to this Agreement, the Issuer shall assign, without recourse, representation or warranty, to the Depositor all the Issuer’s right, title and interest in and to such Receivable and the related Deposited Assets, and all security and documents relating thereto.

Section 3.05. Survival of Representations and Warranties. The representations and warranties contained in this Agreement are made as of the execution and delivery of this Agreement, and shall survive the sale, transfer and assignment of the related Receivables and the other related Deposited Assets hereunder and under the related Depositor Assignment, as applicable, to the Issuer, and the pledge thereof by the Issuer to the Indenture Trustee under the Indenture. The Depositor and the Issuer agree that the Issuer will assign to the Indenture Trustee

14

all of the Issuer’s rights under this Agreement and each Depositor Assignment and that the Indenture Trustee shall thereafter be entitled to enforce this Agreement and each Depositor Assignment directly against the Depositor in the Indenture Trustee’s own name on behalf of the Noteholders; provided, however, that the representations and warranties of the Depositor in this Agreement shall not be construed as a warranty or guaranty by the Depositor as to the future payments by any Obligor.

Article IV

CONDITIONS

Section 4.01. Conditions to Obligation of the Issuer. The obligation of the Issuer to accept any transfer of Receivables hereunder is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Depositor hereunder shall be true and correct on the Restatement Date and each Funding Date, as the case may be, with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to the Restatement Date or Funding Date, as the case may be.

(b) The Depositor shall, at its own expense, on or prior to each Funding Date, indicate in its files that the applicable Receivables have been transferred to the Issuer pursuant to this Agreement and pledged to the Indenture Trustee pursuant to the Indenture, and the Depositor shall deliver to the Issuer a related Schedule of Receivables certified by an Authorized Officer of the Depositor to be true, correct and complete.

(c) The following documents must be delivered by the Depositor on or in connection with each Funding Date.

(i) The Depositor Assignment. As of each Funding Date, the Depositor shall execute a Depositor Assignment, substantially in the form of Exhibit A hereto, with respect to the Receivables and the related Deposited Assets being transferred by the Depositor on such date (as identified on the Schedule of Receivables attached to such Depositor Assignment).

(ii) Evidence of UCC Filings. On or prior to each Funding Date, as applicable, the Depositor shall provide the Issuer evidence that the Depositor has obtained, at the expense of the Depositor, (A) executed releases and UCC-3 releases or termination statements in each jurisdiction in which required by applicable law, if any, to release any prior security interests in the Receivables and the related Deposited Assets granted by the Depositor and (B) UCC-1 financing statements in each jurisdiction in which required by applicable law, executed by the Depositor, as seller or debtor, and naming the Issuer, as purchaser or secured party, identifying the Receivables and the related Deposited Assets as collateral, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the transfer of such Receivables to the Issuer.

15

(d) Documents to be Delivered by the Depositor in Connection with each Funding Date. On or prior to a Funding Date, the Depositor shall deliver to the Custodian the following documents with respect to each Receivable transferred on such date (collectively, with respect to each such Receivable, a “Custodian File”): (a) a fully executed original of the retail installment contract and security agreement evidencing such Receivable; and (b) the Certificate of Title (when received) and such other documents, if any, that the Contributor keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of the Contributor (or an Originating Affiliate) as first lienholder or secured party (including any Certificate of Title received by the Contributor), or, if such Certificate of Title has not yet been received, a copy of the application therefor, showing the Contributor (or an Originating Affiliate) as secured party.

On or prior to a Funding Date, as applicable, the Depositor shall deliver or cause to be delivered to the Custodian the original Certificate of Title or copies of correspondence to the appropriate governmental authority, and all enclosures thereto, for issuance of the original Certificate of Title for the related Financed Vehicles.

If any original Certificate of Title is not delivered to the Servicer due to the fact that such Certificate of Title has not yet been issued by the applicable governmental authority and delivered to or on behalf of the Contributor, such Certificate of Title shall be delivered by the Contributor to the Servicer promptly following receipt thereof by the Contributor but in no event later than one hundred eighty (180) days following the related Funding Date; provided, however, that for any original Certificate of Title not so delivered to Custodian prior to the expiration of such 180-day period, the Depositor shall be deemed to be in breach of its representations and warranties contained in the Schedule of Representation attached hereto as Schedule III, and the related Receivable shall be repurchased by the Depositor pursuant to Section 3.03(a) hereof on the final Business Day of the Collection Period following the Collection Period during which such 180^th day occurs.

(e) Other Transactions. The related transactions contemplated by the Indenture, the Contribution Agreement, this Agreement and the other Transaction Documents shall have been consummated on the related Funding Date.

Section 4.02. Conditions to Obligation of the Depositor. The obligation of the Depositor to transfer the Receivables to the Issuer on each Funding Date is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Issuer hereunder shall be true and correct on such Funding Date, with the same effect as if then made, and the Issuer shall have performed all obligations to be performed by it hereunder on or prior to such Funding Date.

16

(b) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Depositor and the Agent, and the Depositor and the Agent shall have received from the Issuer copies of all documents relevant to the transactions herein contemplated as the Depositor or the Agent may have requested.

(c) The Depositor shall have received the related Receivables Purchase Price on such Funding Date.

Article V

COVENANTS OF THE DEPOSITOR

The Depositor agrees with the Issuer as follows:

Section 5.01. Protection of Right, Title and Interest.

(a) Filings. The Depositor shall cause all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Issuer in and to the Receivables and the related Deposited Assets to be promptly filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law to fully preserve and protect the right, title and interest of the Issuer hereunder and the Indenture Trustee under the Indenture to the Receivables and the other property of the Trust Estate. The Depositor shall deliver or cause to be delivered to or at the direction of the Issuer (with copies to the Agent), file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration or filing. The Issuer shall cooperate fully with the Depositor in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 5.01(a). In the event the Depositor fails to perform its obligations under this subsection, the Issuer or the Indenture Trustee may do so at the expense of the Depositor.

(b) Name and Other Changes. At least thirty (30) days prior to the Depositor making any change in its name, identity, jurisdiction of organization or structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the applicable provisions of the UCC or any title statute, the Depositor shall give the Issuer, the Agent and the Indenture Trustee written notice of any such change, and, no later than five (5) days after the effective date thereof, the Depositor shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s interest in the Receivables and the Deposited Assets. At least sixty (60) days prior to the date of any relocation of its principal executive office or State of incorporation, the Depositor shall give the Indenture Trustee, the Agent and the Issuer written notice thereof and the Depositor shall, within five (5) days after the effective date thereof, file any amendment of any previously filed financing or continuation statement or new financing statement necessary or desirable to continue the perfection of the Issuer’s interest in the Receivables and the Deposited Assets. The Depositor shall at all times maintain its principal executive office within the United States of America. The Depositor shall not become or seek to become organized under the laws of more than one jurisdiction. The Depositor at all times shall be and remain a wholly-owned subsidiary of Bay View Acceptance Corporation.

17

(c) Accounts and Records. The Depositor shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each).

(d) Sale of Other Receivables. If at any time the Depositor shall propose to sell, grant a security interest in, or otherwise transfer any interest in any automobile, van, sport utility vehicle or light duty truck installment sale contracts (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records, or print-outs (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Financed Vehicle, shall indicate clearly that such Receivable or Financed Vehicle has been transferred to the Issuer and pledged to the Indenture Trustee unless such Receivable has been paid in full or repurchased.

(e) Access to Records. The Depositor shall, upon reasonable notice, permit the Issuer, the Agent, the Indenture Trustee, the Servicer and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Depositor’s records regarding any Receivable.

(f) Other Actions. The Depositor shall from time to time, at its expense, promptly execute and deliver all further instruments and documents (including, without limitation, powers of attorney for the benefit of the Servicer) and take all further action that may be necessary or desirable to permit the Servicer to perform its obligations under this Agreement, including, without limitation the Servicer’s obligation to preserve and maintain the perfected security interest of the Indenture Trustee in the Receivables, the Financed Vehicles and the other Deposited Assets.

Section 5.02. Other Liens or Interest. Except for the transfers hereunder, the Depositor will not sell, pledge, assign or transfer to any other person, or grant, create, incur, assume or suffer to exist any Lien on, any interest, and the Depositor shall defend the right, title, and interest of the Issuer in, to and under the Receivables and other Deposited Assets against all claims of third parties claiming through or under the Depositor; provided, however, that the Depositor’s obligations under this Section 5.02 shall terminate upon the termination of the Indenture in accordance with its terms.

Section 5.03. Principal Executive Office; Jurisdiction of Organization. The Depositor shall maintain its principal executive office, principal place of business, location of all books and records relating to the Receivables and other Deposited Assets and sole jurisdiction of organization at the locations and in the jurisdiction, respectively, set forth in Section 3.02(i).

Section 5.04. Costs and Expenses. The Depositor agrees to pay all reasonable costs and disbursements in connection with the perfection, as against all third parties, of the transfer to the Issuer of the Depositor’s right, title and interest in and to the Receivables and the Deposited Assets and the pledge thereof to the Indenture Trustee.

18

Section 5.05. No Waiver. The Depositor shall not waive any default, breach, violation or event permitting acceleration under the terms of any Receivable; provided, however, nothing in this Section 5.05 shall affect the rights of and the restrictions on the Servicer with respect to such matters as set forth in this Agreement.

Section 5.06. Depositor’s Records. The books and records of the Depositor will disclose that the Depositor transferred the Receivables to the Issuer; provided, however, the Depositor may show the Receivables as assets of the consolidated companies that include the Contributor, the Depositor and the Issuer as long as such financial statements indicate the transfers consummated hereunder, under the Contribution Agreement, under each Contributor Assignment and Depositor Assignment and under the Indenture and indicate that such assets will not be available to satisfy the claims of any creditor of the Contributor or the Depositor. In the event that the Issuer shall be deemed a separate taxable entity for federal income tax purposes, the Contributor will file or will cause to be filed all tax returns and reports in a manner consistent with the transfer to the Issuer of the Receivables for federal income tax purposes.

Section 5.07. Cooperation by Depositor. (a) The Depositor will cooperate fully and in a timely manner with the Issuer, the Servicer, the Agent and the Indenture Trustee in connection with (i) the filing of any claims with an insurer or any agent of any insurer under any Insurance Policy affecting an Obligor or any of the Financed Vehicles; (ii) supplying any additional information as may be requested by the Issuer, the Agent, the Servicer, the Indenture Trustee or any such agent or insurer in connection with the processing of any such claim; and (iii) the execution or endorsement of any check or draft made payable to the Depositor representing proceeds from any such claim. The Depositor shall take all such actions as may be requested by the Issuer, the Servicer, the Agent or the Indenture Trustee to protect the rights of the Issuer or the Indenture Trustee on behalf of the Noteholders in and to any proceeds under any and all of the foregoing insurance policies. The Depositor shall not take or cause to be taken any action which would impair the rights of the Issuer or the Indenture Trustee on behalf of the Noteholders in and to any proceeds under any of the foregoing insurance policies.

(b) The Depositor shall, within one (1) Business Day of receipt thereof, endorse any check or draft payable to the Depositor representing insurance proceeds and in the event there are no other payees on such check or draft, forward, via hand delivery, such endorsed check or draft to the Servicer for deposit into the Local Bank Account (or any replacement account established by a successor Servicer pursuant to Section 10.02). The Depositor will hold in trust and remit to the Local Bank Account (or any replacement account established by a successor Servicer pursuant to Section 10.02), within one (1) Business Day of receipt thereof, any funds received with respect to the Receivables after the related Cutoff Date.

Section 5.08. Notice of Breach. The Depositor shall notify in writing the Indenture Trustee, the Noteholders, the Agent, and the Issuer promptly upon becoming aware of any breach of the representations and warranties or covenants of the Depositor or the Issuer contained herein or in any other Transaction Documents.

19

Section 5.09. Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.

(i) The Depositor shall indemnify, defend, and hold harmless the Indenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such and in its individual capacity) and the Issuer from and against any taxes (other than income or capital gains taxes related to the sale of the Notes) that may at any time be asserted against the Indenture Trustee or the Issuer with respect to, as of the Initial Closing Date (with respect to the Initial Receivables) and as of the related Funding Date (with respect to the Subsequent Receivables), the sale of the related Receivables to the Issuer or the issuance and original sale of the Notes or asserted with respect to ownership of the Receivables, including any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same.

(ii) The Depositor shall indemnify, defend, and hold harmless the Indenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such and in its individual capacity) and the Issuer and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred by reason of the Depositor’s bad faith, willful misconduct or negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of reckless disregard of the Depositor’s obligations and duties under this Agreement or any other Transaction Document to which it is a party, or the Depositor’s violation of federal or State securities laws in connection with the initial sale of the Notes.

(iii) The Depositor shall indemnify, defend, and hold harmless the Indenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such and in its individual capacity) and the Issuer and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties of the Depositor set forth in Article V hereof and Section 3.02 hereof.

Indemnification under this Section 5.09 shall survive the termination of this Agreement (or, in the case of indemnification of the Indenture Trustee or the Backup Servicer, shall survive the resignation or removal of the Indenture Trustee or Backup Servicer, respectively) and shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payment to the Indenture Trustee, the Agent, the Noteholders, the Servicer, the Backup Servicer, the Owner Trustee (as such or in its individual capacity) or the Issuer pursuant to this Section and any such Person thereafter shall collect any of such amounts from others, then such Person shall repay such amounts to the Depositor, without interest. If the Depositor fails to indemnify any applicable Person pursuant to this Section 5.09, then such Person shall notify the Contributor of such failure and the Contributor shall pay the amount of such indemnification to the applicable Person within two (2) Business Days of receipt of such notice.

20

Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Depositor under this Section 5.09 are solely the corporate obligations of the Depositor, and shall be payable by the Depositor, as provided in this Section 5.09. The Depositor shall only be required to pay (a) any fees, expenses, indemnities or other liabilities that it may incur under this Section 5.09 to the extent the Depositor has funds available that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor incurred in accordance with the Depositor’s certificate of incorporation and all financing documents to which the Depositor is a party and (b) any expenses, indemnities or other liabilities that it may incur under this Section 5.09 only to the extent it receives funds designated for such purposes or to the extent it has funds available that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Depositor incurred in accordance with the Depositor’s certificate of incorporation and all financing documents to which the Depositor is a party. In addition, no amount owing by the Depositor hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or for the payment of any fee hereunder or any other obligation of, or claim against, the Depositor arising out of or based upon this Section 5.09, against any stockholder, employee, officer, agent, director or authorized person of the Depositor or of any Affiliate thereof (other than with respect to any obligation of the Contributor as set forth in the last sentence of the foregoing paragraph); provided, however, that the foregoing shall not relieve any such Person or entity of any liability they might otherwise have as a result of fraudulent actions or willful misconduct or omissions taken by them.

Section 5.10. Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Subject to Section 5.13 hereof, any Person (i) into which the Depositor may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Depositor shall be a party, (iii) succeeding to the business of the Depositor, or (iv) exercising control directly or indirectly of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption acceptable, in their respective absolute discretion, to each of the Agent and the Indenture Trustee, to perform every obligation of the Depositor under this Agreement and the other Transaction Documents to which the Depositor is a party, will be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (a) immediately after giving effect to such transaction, (1) no representation or warranty made pursuant to Section 3.02(a) would have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and (2) no event that, after notice or lapse of time, or both, would become an Event of Default or a Termination Event, shall have occurred and be continuing, (b) the Depositor shall have delivered to the Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, conversion, merger, or succession and such agreement or assumption comply with this Section and Section 5.13(iii) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (c) the Depositor shall have delivered to the Agent and the Indenture Trustee an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Noteholders in the Receivables, and reciting the details of such filings, or (2) stating that, in the opinion of such counsel, no such

21

action shall be necessary to preserve and protect such interest, and (d) the organizational documents of the Person surviving or resulting from such transaction shall contain provisions the same in substantive effect as those of the Depositor’s articles of incorporation in respect of the issuance of debt, the independent director and bankruptcy remoteness. The Depositor shall provide written notice of any merger, consolidation, conversion, or succession pursuant to this Section and Section 5.13(iii) to the Agent. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (a) through (d) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii), (iii) or (iv) above.

Section 5.11. Limitation on Liability of Contributor, Depositor and Others. Each of the Contributor and the Depositor and any director or officer or employee or agent of the Depositor or the Contributor may rely in good faith on the written advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contributor nor the Depositor shall be under any obligation to appear in, prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Contributor or the Depositor, as the case may be, may undertake any reasonable action that it may in good faith deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Contributor or the Depositor, as the case may be.

Section 5.12. Contributor and Depositor May Own Notes. The Contributor or the Depositor and any Person controlling, controlled by, or under common control with the Contributor or the Depositor may in their individual or any other capacities become the owner or pledgee of Notes with the same rights as it would have if it were not the Contributor or the Depositor or an Affiliate thereof, except as otherwise specifically provided herein. Notes so owned by or pledged to the Contributor and the Depositor or such controlling, controlled or commonly controlled Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of the Notes, as the case may be.

Section 5.13. Additional Covenants of the Depositor. The Depositor shall not do any of the following, without (a) the prior written consent of the Majority Holders, and (b) the prior written consent of the Indenture Trustee, who shall, without any exercise of its own discretion, also provide its written consent to the Depositor upon receipt by it of a copy of the written consent of the Majority Holders:

(i) engage in any business or activity other than those set forth in the certificate of incorporation and bylaws of the Depositor or amend the Depositor’s certificate of incorporation and by laws other than in accordance with its terms as in effect on the date hereof;

(ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity;

22

(iii) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity; or

(iv) without the affirmative vote of 100% of the members of the board of directors of the Depositor, including the independent directors, 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 Depositor 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.

Article VI

ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 6.01. Appointment and Duties of the Servicer.

(a) The Issuer hereby reaffirms its appointment of AmeriCredit, as assignee of Bay View Acceptance Corporation, as the Servicer for the current term that commenced on June 19, 2006 and ends on September 6, 2007. Beginning with the expiration of such term on September 6, 2007, the term of the appointment of AmeriCredit as Servicer shall be automatically extended for successive 364-day terms, until the Notes are paid in full, unless the Agent, in its sole discretion, delivers a Servicer Termination Notice as set forth below. The Servicer hereby reaffirms its agreement to be bound for the current term that began on June 19, 2006 and ends on September 6, 2007, and for the duration of each successive term to continue as the Servicer subject to and in accordance with the other provisions of this Agreement. At any time during the initial term or any subsequent term, the Agent may, in its sole discretion, deliver to the Servicer a written notice (a “Servicer Termination Notice”) providing that the then current Servicer’s duties as Servicer shall terminate at the end of the then current term.

(b) The Backup Servicer, if not then acting as successor Servicer, may be terminated as Backup Servicer at any time, with or without cause. If the Backup Servicer is acting as successor Servicer, (i) the Backup Servicer may be terminated pursuant to the terms of Section 10.02, or (ii) the Agent may terminate the term of the Backup Servicer at any time for any reason, upon sixty (60) days’ written notice to the Backup Servicer. The Agent may terminate the term of the Backup Servicer upon five (5) days’ written notice if the Agent has determined in its reasonable credit judgment that the Backup Servicer has engaged in willful misconduct or gross negligence in the performance of its duties hereunder.

(c) The Servicer shall service, administer and make collections on the Receivables, and perform the other actions required of the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with its customary and usual collection procedures. The Servicer’s duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables,

23

investigating delinquencies, sending monthly statements to Obligors, reporting any required tax information to Obligors, policing and foreclosing on the collateral (including the Financed Vehicles), accounting for collections and furnishing the Monthly Servicer Report and annual statements to the Backup Servicer, the Indenture Trustee and the Agent with respect to distributions, and performing the other duties specified herein. The Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Originating Affiliate Agreements and the Insurance Policies, to the extent that such Dealer Agreements, Originating Affiliate Agreements and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors (it being understood that no successor Servicer (unless an Affiliate of AmeriCredit) shall have any duty to enforce such Dealer Agreements or Originating Affiliate Agreements). To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Indenture Trustee, on behalf of the Trust, to execute and deliver, on behalf of the Noteholders and the Indenture Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except that the Servicer may forego collection efforts if the amount subject to collection is Supplemental Servicing Fees or any other fees that are property of the Servicer or are otherwise de minimis (i.e., less than twenty dollars ($20)) or if it would forego collection in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name or in the name of the Indenture Trustee, on behalf of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 6.02 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Indenture Trustee shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Indenture Trustee, on behalf of the Trust, to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee, on behalf of the Trust, shall furnish, at the Servicer’s expense, the Servicer with any powers of attorney and other documents which the Servicer may reasonably request in writing and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement; provided, however, that if the Backup Servicer is the successor Servicer, it shall be reimbursed for all out-of-pocket expenses incurred in connection with the enforcement of the Receivables and shall not be responsible for expenses incurred in connection with such powers of attorney necessary to satisfy its administrative and servicing duties hereunder. The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, and the Agent from time to time such additional information regarding the Backup Servicer, the Issuer or the Transaction Documents as the Owner Trustee, the Backup Servicer, the Indenture Trustee or the Agent shall reasonably request.

24

Section 6.02. Realization upon Receivables. (a) On behalf of the Noteholders and the Issuer and consistent in all material respects with the standards, policies and procedures required by the Collection Policy, the Servicer shall repossess (or otherwise comparably convert the ownership of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer has determined that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable. The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 6.01, which practices and procedures may include reasonable efforts to realize upon any recourse to the Originating Affiliates and the Dealers (it being understood that no successor Servicer (unless an Affiliate of AmeriCredit) shall have any duty to enforce such remedy with respect to the Dealers), selling the related Financed Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Local Bank Account as soon as practicable, but in no event later than two (2) Business Days after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle, but only out of the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Dealer, which amounts may be retained by the Servicer (and shall not be required to be deposited into the Local Bank Account) to the extent of such expenses. The Servicer shall recover such reasonable expenses based on the information contained in the Monthly Servicer Report delivered on the related Determination Date. The Servicer shall pay on behalf of the Issuer any personal property taxes assessed on repossessed Financed Vehicles; the Servicer shall be entitled to reimbursement of any such tax from Recoveries with respect to such Receivable.

(b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or an Originating Affiliate Agreement, the act of commencement shall be deemed to be an automatic assignment from the Indenture Trustee to the Servicer of the rights under such Dealer Agreement for purposes of collection only. If, however, in any enforcement suit or legal proceeding, it is held that the Servicer may not enforce a Dealer Agreement or an Originating Affiliate Agreement on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or an Originating Affiliate Agreement, the Indenture Trustee, at the Servicer’s expense, or the Issuer, at the Issuer’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or the Originating Affiliate Agreement, including bringing suit in its name or the name of the Issuer, the Depositor, the Contributor or the Indenture Trustee for the benefit of the Noteholders. All amounts recovered (less the expenses of such enforcement) shall be remitted directly by the Servicer to the Local Bank Account as soon as practicable, but in no event later than two (2) Business Days after receipt thereof.

Section 6.03. Insurance. (a) The Servicer shall monitor the status of each Insurance Policy in accordance with its customary servicing procedures (it being understood that no successor Servicer (unless an Affiliate of AmeriCredit) shall have any duty to monitor the status of any Insurance Policy). If the Servicer shall determine that an Obligor has failed to obtain or

25

maintain a physical loss and damage Insurance Policy covering the related Financed Vehicle which satisfies the conditions set forth in the Schedule of Representations attached as Schedule II to the Contribution Agreement and the Schedule of Representations attached hereto as Schedule III (including during the repossession of such Financed Vehicle), the Servicer may, but shall not be required to, in accordance with its customary practice, enforce the rights of the holder of the Receivable thereunder to require the Obligor to obtain such physical loss and damage insurance.

(b) To the extent applicable, the Servicer shall not take any action which would result in noncoverage under any of the Insurance Policies referred to in Section 6.03(a) which, but for the actions of the Servicer, would have been covered thereunder. The Servicer, on behalf of the Indenture Trustee, shall take such reasonable action as shall be necessary to permit recovery under any of the foregoing Insurance Policies. Any amounts collected by the Servicer under any of the foregoing Insurance Policies shall be deposited into the Local Bank Account within two (2) Business Days of receipt.

(c) The Servicer may sue to enforce or collect upon the Insurance Policies, in its own name, if possible, or as agent of the Issuer and Indenture Trustee on behalf of the Trust. If the Servicer elects to commence a legal proceeding to enforce an Insurance Policy, the act of commencement shall be deemed to be an automatic assignment of the rights of the Issuer and Indenture Trustee under such Insurance Policy to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce an Insurance Policy on the grounds that it is not a real party in interest or a holder entitled to enforce the Insurance Policy, the Indenture Trustee, at the Servicer’s expense, or the Contributor, at the Contributor’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce such Insurance Policy, including bringing suit in its name or the name of the Indenture Trustee for the benefit of the Noteholders.

Section 6.04. Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps as are necessary to maintain perfection of the security interest created in the name of the Contributor (or assigned to it by an Originating Affiliate) by each Receivable in the related Financed Vehicle on behalf of the Indenture Trustee, including but not limited to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Indenture Trustee as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Indenture Trustee is insufficient without a notation on the related Financed Vehicle’s Certificate of Title, or without fulfilling any additional administrative requirements under the laws of the State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Indenture Trustee, the parties hereto agree that the Contributor’s or an Originating Affiliate’s designation as the secured party on the Certificate of Title is, with respect to each secured party, as applicable, in its capacity as agent of the Indenture Trustee. The Servicer shall provide copies of all such filings to the Indenture Trustee, the Agent and the Custodian. If the Backup Servicer is acting as successor Servicer, it shall be reimbursed pursuant to Section 5.03(b) of the Indenture for any costs incurred by it in performing its duties pursuant to this Section 6.04.

26

(b) Upon the occurrence of a Termination Event, Servicer Event of Default or Event of Default, the Servicer, at the written direction of the Majority Holders, shall take or cause to be taken such action as may, in the judgment of the Majority Holders, be necessary or desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Indenture Trustee on behalf of the Issuer and the Noteholders by amending the title documents of such Financed Vehicles or by such other reasonable means as may be necessary or prudent, and shall deliver to the Indenture Trustee any Custodian File or portion thereof that has been released by the Indenture Trustee to the Servicer and is then in the possession of the Servicer, including any original Certificates of Title. If the Servicer is AmeriCredit or a successor to the business of AmeriCredit (such Servicer, the “Original Servicer”), the Original Servicer shall, and if the Original Servicer has been removed or otherwise fails to, the Contributor shall pay or reimburse all costs and expenses related to such perfection or re-perfection (the “Reliening Expenses”) on demand. Any successor Servicer may, if it so chooses, attempt to employ a third party to perform the perfection and re-perfection duties under this Section 6.04(b) either prior to, or after the occurrence of, a Termination Event, Servicer Event of Default or Event of Default and, if after making reasonable efforts to employ such a third party such successor Servicer is unable to enter into an agreement with such a third party to perform such duties, the Agent shall identify and employ a third party to perform the perfection and re-perfection duties under this Section 6.04(b) and such successor Servicer shall only be required to provide such reasonable cooperation and assistance to such third party as may be necessary in connection with the perfection and re-perfection duties under this Section 6.04(b). In any case, such successor Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance, or cooperating and assisting in the performance, of any of the duties under this Section 6.04(b) if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it prior to the expenditure or risk of such funds or incurrence of financial liability.

The Servicer hereby makes, constitutes and appoints the Indenture Trustee acting through its duly appointed officers or any of them, its true and lawful attorney, for it and in its name and on its behalf, for the sole and exclusive purpose of authorizing said attorney to execute and deliver as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to show the Indenture Trustee as lienholder or secured party on the Certificate of Title relating to a Financed Vehicle. Notwithstanding anything herein to the contrary, the Indenture Trustee shall be under no obligation to file or prepare financing statements or continuation statements, or to take any action or to execute any further documents or instruments in order to create, preserve or perfect the security interest granter hereunder, such obligations being solely the obligations of the Servicer.

Section 6.05. Servicing Fee; Backup Servicing Fee; Payment of Certain Expenses by Servicer. On each Payment Date, (i) the Servicer (including any successor Servicer) shall be entitled to receive out of the Collection Account the Servicing Fee and any late fees, prepayment charges, including any administration fees or similar charges owed by an Obligor under a Receivable, and (ii) the Backup Servicer (while acting as Backup Servicer) shall be entitled to receive out of the Collection Account the Backup Servicing Fee, in each case for the related

27

Collection Period pursuant to Section 5.03(b) of the Indenture. The Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports to Noteholders). The Servicer shall be liable for the fees and expenses of the Independent Accountants.

Section 6.06. Servicer Report; Monthly Servicer Report.

(a) [Reserved.]

(b) No later than 1:00 p.m. New York time on each Determination Date, the Servicer shall deliver to the Indenture Trustee, the Backup Servicer, the Agent and the Issuer a Monthly Servicer Report for the related Collection Period executed by a Responsible Officer of the Servicer containing, among other things, (i) all information necessary (including whether a Termination Event has occurred) to enable the Indenture Trustee to make any withdrawal and deposit required by Section 5.03(a) of the Indenture, to give any notice required by Section 7.02 of the Indenture and make the distributions required by Section 5.03(b) of the Indenture, (ii) all information necessary to enable the Indenture Trustee to send the statements to Noteholders required by Section 5.05 of the Indenture, (iii) a listing of each Receivable which became a Defaulted Receivable during the related Collection Period, identified by account number, and (iv) a certification that all Receivables are Eligible Receivables, that the Collateral Test Amount has been met, and that the Issuer is in compliance with Section 3.15 of the Indenture (it being understood that if any successor Servicer is acting as Servicer, this clause (iv) shall require only a certification that the Collateral Test Amount has been met). In addition to the information set forth in the preceding sentence, the Monthly Servicer Report shall also contain the following information: (x) the Aggregate Receivables Balance, the Three Month Average Default Ratio, the Three Month Average Delinquency Ratio, the Three Month Average Excess Spread and the Excess Spread for such Determination Date; (y) whether any Termination Event has occurred as of such Determination Date; and (z) whether any Termination Event that may have occurred as of a prior Determination Date is deemed cured as of such Determination Date.

Section 6.07. Annual Statement as to Compliance; Notice of Servicer Event of Default; Annual and Quarterly Financial Statements. (a) The Servicer shall deliver to the Indenture Trustee, the Agent, the Backup Servicer and the Issuer, on or before October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, an Officer’s Certificate signed by any Authorized Officer of the Servicer, dated as of June 30 (or other applicable date) of such year, stating that (i) a review of the activities of the Servicer during the preceding 12-month period (or such other period as shall have elapsed from the Initial Closing Date to the date of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

(b) Each party hereto shall deliver to the other parties hereto and the Agent promptly (and in no event later than two (2) Business Days) after a Responsible Officer of such Person has obtained knowledge or notice thereof, written notice of any event which with the giving of notice or lapse of time, or both, would become a Servicer Event of Default under Section 10.01.

28

(c) AmeriCredit shall deliver to the Indenture Trustee, the Backup Servicer and the Agent, within 90 days following the end of each fiscal year of AmeriCredit Corp., a copy of the consolidated balance sheet of AmeriCredit Corp. and its subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting principles, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing.

(d) AmeriCredit shall deliver to the Indenture Trustee, the Backup Servicer and the Agent within 45 days following the end of each of the first three fiscal quarters of AmeriCredit Corp., an unaudited consolidated balance sheet of AmeriCredit Corp. and its subsidiaries as at the end of such fiscal quarter, and the related unaudited consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of such fiscal year then ended setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by an Authorized Officer of AmeriCredit as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of AmeriCredit and its subsidiaries in accordance with generally accepted accounting principles, subject only to normal year-end audit adjustments.

Section 6.08. Annual Independent Accountants’ Report. (a) The Servicer shall cause, at its expense, the Independent Public Accountants to deliver to the Indenture Trustee, the Agent, and the Backup Servicer, on or before October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Initial Closing Date to the date of such certificate), a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that: (i) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii) the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; and (iii) upon the written request of the Noteholders, includes a report on the application of agreed upon procedures (such procedures to be substantially similar to those set forth in the letter attached as Exhibit F hereto) to (A) the most recent Monthly Report including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Monthly Report were found and (B) a statistically significant number of randomly selected receivables files relating to the receivables serviced by the Servicer or any of its Affiliates at such time (the “Servicing Portfolio”) which have been originated within the 12 months prior to the date of such report (which shall in no event be less than 50 or more than 190), provided that if (x) within the 120 days prior to the date such Accountant’s Report is due, AmeriCredit shall

29

have closed an asset securitization transaction and (y) the Independent Public Accountants shall have issued a report on the application of agreed upon procedures to a statistically significant number of randomly selected receivables files (which shall in no event be less than 50 or more than 190), which are in the Servicing Portfolio, in connection with the closing of such transaction, then the Servicer may substitute the report on the application of agreed upon procedures to such receivables files in lieu of the report otherwise required by this clause (B).

(b) Notwithstanding the foregoing, if the Backup Servicer is acting as successor Servicer, it shall only be required to deliver to the Indenture Trustee, the Agent and the Noteholders, on or before April 15^th of each year, with respect to the most recently ended fiscal year of the Backup Servicer, a copy of its annual SAS-70 and its audited financial statements for such fiscal year.

Section 6.09. Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to representatives of the Indenture Trustee, the Backup Servicer, the Agent and the Noteholders reasonable access to the documentation regarding the Receivables, including, without limitation, any documents, instruments or agreements evidencing any amendment or other modification to any of the Receivables. Each of the Depositor, the Issuer and the Servicer will permit any authorized representative or agent designated by the Indenture Trustee, the Backup Servicer, the Agent or any Noteholder to visit and inspect any of the properties of the Depositor, the Issuer or Servicer, as the case may be, to examine the corporate books and financial records of the Depositor, the Issuer or Servicer, as the case may be, its records relating to the Receivables, and make copies thereof or extracts therefrom and to discuss the affairs, finances, and accounts of the Depositor, the Issuer or the Servicer, as the case may be, with its principal officers, as applicable, and, in the presence of a representative of the Servicer, its independent accountants. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours. Nothing in this Section 6.09 shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section 6.09 as a result of such obligation shall not constitute a breach of this Section 6.09. Any Noteholder, by its acceptance of a Note (or by acquisition of its beneficial interest therein), shall be deemed to have agreed to keep confidential and not to use for its own benefit any information obtained by it pursuant to this Section 6.09, except as may be required by applicable law.

Section 6.10. Monthly Tape. No later than the second Business Day after each Determination Date, the Servicer shall deliver to the Indenture Trustee and the Backup Servicer a computer tape or a diskette (or any other electronic transmission acceptable to the Indenture Trustee and the Backup Servicer) in a format acceptable to the Indenture Trustee and the Backup Servicer containing such information with respect to the Receivables as of the close of business on the last day of the preceding Collection Period as is necessary for preparation of the Monthly Servicer Report (the “Monthly Tape”). The Backup Servicer shall use such tape or diskette (or other electronic transmission acceptable to the Indenture Trustee and the Backup Servicer) to confirm that such tape, diskette or other electronic transmission is in readable form and confirm that the Aggregate Receivable Balance (based on the data included on such Monthly Tape) is consistent with the Aggregate Receivable Balance set forth in the related Monthly Servicer Report. The Backup Servicer shall notify the Agent of any such discrepancy in the Aggregate

30

Receivable Balance on or before the related Payment Date. In addition, upon the occurrence of a Servicer Event of Default, the Servicer shall, if so requested by the Majority Holders, deliver to the Backup Servicer or any successor Servicer its Collection Records and its Monthly Records within 15 days after demand therefor and a computer tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Receivables. Other than the duties specifically set forth in this Agreement, the Backup Servicer shall have no obligations hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer shall have no liability for any actions taken or omitted by the Servicer. The duties and obligations of the Backup Servicer shall be determined solely by the express provisions of this Agreement and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer.

Section 6.11. [Reserved.]

Section 6.12. No Offset. Prior to the termination of this Agreement, the obligations of the Servicer under this Agreement shall not be subject to any defense, counterclaim or right of offset which the Servicer has or may have against the Issuer, whether in respect of this Agreement, any Receivable, or otherwise; provided, however, that no other claim, defense or right of the Servicer shall be limited by this Section 6.12.

Section 6.13. [Reserved.]

Section 6.14. Covenants of Servicer. The Servicer hereby makes the following covenants to the other parties hereto on which the Indenture Trustee shall rely in accepting the Receivables in trust. Except for a release to an insurer in exchange for insurance proceeds paid by such insurer resulting from a claim for the total insured value of a vehicle, the Servicer shall not (i) release the Financed Vehicle securing each such Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by or on behalf of the Obligor thereunder or repossession, (ii) impair the rights of the Noteholders in the Receivables, (iii) change the Annual Percentage Rate with respect to any Receivable, except as may be required by applicable law or as permitted by Section 7.01(b) or (iv) otherwise modify any Receivable except as permitted by this Agreement. In addition, the Servicer shall service the Receivables as required by the terms of this Agreement and in material compliance with its current servicing procedures for servicing all of its comparable motor vehicle contracts.

Section 6.15. Purchase of Receivables upon Breach. The Servicer, the Depositor, the Issuer or the Indenture Trustee shall inform the other parties to this Agreement and the Agent promptly, in writing, upon the discovery of any breach of Section 6.01(c), 6.02, 6.03, 6.04, 6.14 or 7.01 hereof; provided, however, that the failure to give such notice shall not affect any obligation of the Servicer hereunder. Unless the breach shall have been cured by the last day of the first full Collection Period following such actual knowledge or receipt of notice by an Authorized Officer of the Servicer, the Servicer shall purchase as of the Payment Date (if not earlier) relating to the respective Collection Period any Receivable that is materially and adversely affected by such breach or which materially and adversely affects the interests of any Noteholder (which shall include any Receivable as to which a breach of Section 6.02 has occurred). In consideration of the purchase of such Receivable, the Servicer shall remit the

31

Repurchase Price in the manner specified in Section 3.03(a) hereof. The Indenture Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section. The purchase obligation set forth in this Section shall, except as provided below, be the sole remedy of the Indenture Trustee, the Issuer and the Noteholders with respect to any of the aforementioned breaches by the applicable Servicer; provided, however, that the Servicer shall indemnify the Issuer, the Indenture Trustee, the Backup Servicer and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. No predecessor or successor Servicer shall be responsible for the acts or omissions of such predecessor or successor Servicer. Upon receipt of the Repurchase Price and any related indemnity payments, the Indenture Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, as are prepared by the Servicer and delivered to the Indenture Trustee and are necessary to vest in the Servicer or such designee the Issuer’s right, title and interest in the Receivable. Indemnification by the Servicer under this Section 6.15 shall survive the termination of this Agreement (or, in the case of indemnification of the Indenture Trustee or the Backup Servicer, shall survive the resignation or removal of the Indenture Trustee or Backup Servicer, respectively).

If the Servicer fails to repurchase any Receivable or make any indemnity payment which it is so required to acquire or make pursuant to this Section by the date specified, the Indenture Trustee shall be obligated promptly to notify the Contributor and the Agent of such failure, and the Contributor shall be obligated to purchase the Receivable or make such payment within five (5) Business Days following such notification and to deposit the Repurchase Price into the Collection Account or make such payment.

Section 6.16. Custodian Files. The Servicer hereby agrees to hold each Custodian File and each document part thereof in the Servicer’s possession at any time and for any reason in trust for the benefit of the Indenture Trustee and the Noteholders. The Servicer agrees to promptly deliver to the Custodian each Custodian File and each and every document part thereof when the Servicer’s need therefor in connection with its duties hereunder no longer exists, unless the associated Receivable has been liquidated and the Servicer has certified the same to the Custodian in accordance with the provisions of the Custodian Agreement. The Servicer agrees to hold the Custodian Files and documents contained therein that are in its possession in accordance with the same standards required of the Custodian under the Custodian Agreement. The Servicer agrees that all Custodian Files in its possession shall be held at its chief executive office as specified in Section 8.01(b)(x) hereof or at such other location identified from time to time to the Indenture Trustee and the Agent; provided, however, that the Servicer may temporarily move a Custodian File without such identification as necessary to conduct its servicing activities for a period not to exceed thirty (30) days. Any successor Servicer that performs any duties pursuant to this Section 6.16 shall be reimbursed pursuant to Section 5.03(b) of the Indenture for any costs incurred by it in performing such duties. Notwithstanding the foregoing, from and after the release of the Indenture Trustee’s Lien on any Receivable, this Section 6.16 shall no longer apply to the components of the Custodian File relating to such Receivable.

32

Article VII

COLLECTIONS

Section 7.01. Collection of Receivable Payments; Modification and Amendment of Receivables. (a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Originating Affiliate Agreements, the Insurance Policies and the rest of the Trust Estate in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Indenture Trustee with respect thereto (it being understood that no successor Servicer (unless an Affiliate of AmeriCredit) shall have any duty to enforce any Dealer Agreements). The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

(b) The Servicer may at any time agree to a modification or amendment of a Receivable in order to (i) change the Obligor’s regular due date to a date within thirty (30) days in which such due date occurs or (ii) re-amortize the scheduled payments on the Receivable following a partial prepayment of principal, but not to extend the final maturity of the Receivable. In no event shall the Servicer reduce the APR on any Receivable below 4%.

(c) The Servicer may grant payment extensions on a Receivable (excluding those modifications permitted by Section 7.01(b)) in accordance with its customary procedures if the Servicer believes in good faith that such extension is necessary to avoid a default on such Receivable, will maximize the amount to be received with respect to such Receivable, and is otherwise in the best interests of the Noteholders; provided that in no event shall a Receivable be extended such that any payment thereon would be due after the month immediately following the month in which the Maturity Date occurs; provided, further, that no extensions may be granted by the Servicer until at least three consecutive Scheduled Obligor Payments have been received by Servicer under the related Receivables; provided, further, that no more than one extension per year shall be permitted on any Receivable and no more than 3 extensions total shall be permitted on any Receivable; provided, further, that no extension may be granted on any Receivable within 6 months following the date of origination thereof; and provided, further, that as of the last day of any Collection Period, the aggregate Receivable Balance of Receivables the term of which has been extended during the twelve month period ending on the last day of such Collection Period shall not exceed 3.0% of the Aggregate Receivable Balance (excluding any Holiday Pay Receivables extended under the Holiday Pay Receivables Program) measured as of the last day of such Collection Period. The Servicer shall maintain in its servicing records all documents, instruments and agreements evidencing any amendment or other modification to any of the Receivables.

(d) The Servicer shall direct Obligors to make all payments on the Receivables to be made directly to one or more post office boxes established and maintained in the name of the Depositor on behalf of the Noteholders designated by the Servicer prior to the Restatement Date and set forth on Exhibit G hereto (the “Post Office Boxes”); provided, however, that with respect

33

to Obligors who have amounts debited from a bank account, payments shall be directed to a bank account set forth on Exhibit G hereto at the Local Bank (the “Local Bank Account”). Until the occurrence of a Servicer Event of Default, or until a Termination Event shall have occurred and be continuing and the Majority Lenders elect to direct the Indenture Trustee that the Servicer shall no longer have access to the Post Office Boxes, the Indenture Trustee agrees that the Servicer shall have access to the Post Office Boxes at all times. The Servicer shall remove all payments on the Receivables from the Post Office Boxes on each Business Day and shall deposit such amounts in the Local Bank Account by the end of each such Business Day; provided, that if the Servicer is unable to remove any such payments from the Post Office Boxes by 4:00 p.m. (Central time) on any Business Day because such payments have not been delivered by such time or the Post Office Boxes are inaccessible as a result of circumstance beyond the control of the Servicer, then the Servicer shall remove such payments and deposit them into the Local Bank Account prior to 4:00 p.m. (Central time) on the first Business Day upon which such payments were available for removal from the Post Office Boxes. With respect to any payments received at any location other than the Post Office Boxes, the Servicer shall remit to the Local Bank Account within one (1) Business Day after the Servicer receives any other payments made by or on behalf of the Obligors with respect to a Receivable, including all Actual Payments, Insurance Proceeds, Recoveries, Principal Reduction Amounts, Repurchase Prices and all proceeds relating to the repossession or disposition of the Financed Vehicles (including recourse payments received from Dealers with respect to a breach of a representation or warranty of such Dealers under the Dealer’s Agreements and any State tax refunds).

(e) The Servicer shall cause to be deposited into the Collection Account all Collections in the Local Bank Account that are cleared funds within two (2) Business Days of deposit therein.

(f) With respect to each Receivable (other than a Repurchased Receivable), payments actually received from or on behalf of the Obligor shall be applied hereunder: first, to interest and principal in accordance with the simple interest method to the extent necessary to bring such Receivable current; second, in connection with the redemption of a defaulted Receivable, to reimburse the Servicer for reasonable and customary out-of-pocket expenses incurred by the Servicer in connection with such Receivable; third, to Supplemental Servicing Fees; and fourth, to principal in accordance with the simple interest method.

(g) On each Transfer Date, to the extent that Monthly Available Funds would not otherwise be sufficient to satisfy amounts through clause Thirteenth of Section 5.03(b) of the Indenture on the related Payment Date, the Servicer may, but will not be required to, advance and remit to the Indenture Trustee for deposit in the Collection Account, in such manner as will ensure that the Indenture Trustee will have immediately available funds on account thereof by 11:00 a.m. New York City time on the next succeeding Payment Date, an amount (a “Servicer Advance”) equal to any payment due under any Receivable during the prior Collection Period but unpaid during such Collection Period. In consideration of each Servicer Advance the Servicer will be entitled to retain any late payment fees recovered from the Obligor with respect to any Receivables payment covered by a Servicer Advance. In addition, the Servicer will be reimbursed for Servicer Advances from funds in the Collection Account in accordance with Section 5.03 of the Indenture.

34

Article VIII

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 8.01. Covenants, Representations and Warranties of the Servicer. The Servicer hereby makes the following representations, warranties and covenants to the Issuer, the Depositor, the Backup Servicer, the Agent and the Indenture Trustee and the Noteholders on which the Issuer and the Indenture Trustee rely in accepting the Receivables in trust and in connection with the performance by the Indenture Trustee and the Backup Servicer of their respective obligations hereunder; provided, that, notwithstanding the foregoing, no successor Servicer shall make the representations, warranties and covenants set forth in clause (a)(v) or (b)(x) below. The representations and warranties speak as of the execution and delivery of this Agreement and as of each Funding Date, but shall survive each sale of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture:

(a) The Servicer covenants that, except as expressly otherwise permitted pursuant to the terms of this Agreement:

(i) Liens in Force. The Financed Vehicle securing each Receivable shall not be released in whole or in part from the security interest granted by the Receivable, except upon payment in full of the Receivable or as otherwise contemplated herein.

(ii) No Impairment. The Servicer shall do nothing to impair the rights of the Indenture Trustee or the Noteholders in the Receivables, the Dealer Agreements, the Insurance Policies or any other part of the Trust Estate.

(iii) Liens. The Servicer shall not (A) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to or permit in the future (upon the occurrence of a contingency or otherwise) the creation, incurrence or existence of any Lien on or restriction on transferability of any Receivable (except for the Lien of the Indenture Trustee and the restrictions on transferability imposed by this Agreement and the Indenture) or (B) file or authorize the filing of any UCC financing statements with respect to the Receivables in any jurisdiction that names the Issuer as a debtor and any Person other than the Indenture Trustee as a secured party, or sign any security agreement authorizing any secured party thereunder to file any such financing statement with respect to the Receivables.

(iv) Compliance with Law. The Servicer shall comply with all applicable laws in connection with performing its obligations hereunder.

(v) Restatement Date Certificates. The Servicer shall act in a manner that conforms with those representations and warranties contained in the Certificates executed by it and delivered to Dewey Ballantine LLP in connection with certain Opinions of Counsel with respect to certain bankruptcy law matters delivered on the Restatement Date.

35

(b) The Servicer represents and warrants as follows:

(i) Organization and Good Standing. The Servicer has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to enter into and perform its obligations under this Agreement.

(ii) Due Qualification. The Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by this Agreement and the other Transaction Documents to which it is a party) requires or shall require such qualification.

(iii) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and the Transaction Documents to which the Servicer is a party and to carry out its terms and their terms, respectively, and the execution, delivery and performance of this Agreement and the Transaction Documents to which the Servicer is a party have been duly authorized by the Servicer by all necessary corporate action.

(iv) Binding Obligation. This Agreement and the other Transaction Documents to which the Servicer is a party shall constitute legal, valid and binding obligations of the Servicer enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(v) No Violation. The execution, delivery and performance by the Servicer of this Agreement, the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which the Servicer is a party, and the fulfillment of the terms of this Agreement and the Transaction Documents to which the Servicer is a party, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Servicer, or any indenture, loan agreement, mortgage, deed of trust or other material instrument or agreement to which the Servicer is a party or by which it is bound or any of its properties are subject, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust or other material instrument or agreement or violate any law, order, rule or regulation applicable to the Servicer of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties, or in any way materially adversely affect the interest of the Noteholders or the Indenture Trustee in any Receivable or any other asset included in the Trust Estate or adversely affect the Servicer’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party.

36

(vi) No Proceedings. There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement, any of the Transaction Documents or the Notes, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the Transaction Documents, (D) seeking to adversely affect the federal income tax or other federal, State or local tax attributes of the Notes or (E) that could have a material adverse effect on the Notes. To the Servicer’s knowledge, there are no proceedings or investigations pending or threatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties relating to the Servicer which might adversely affect the federal income tax or other federal, State or local tax attributes of the Notes.

(vii) No Consents. The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement or the other Transaction Documents to which it is a party.

(viii) Approvals. The Servicer (i) is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject, which violation materially and adversely affects the business or condition (financial or otherwise) of the Servicer and its subsidiaries, the Servicer’s ability to perform its obligations hereunder or under any other Transaction Document or any Receivable, (ii) has not failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its property or to the conduct of its business which failure to obtain will materially and adversely affect the business or condition (financial or otherwise) of the Servicer and its subsidiaries, the Servicer’s ability to perform its obligations hereunder or under any other Transaction Document or any Receivable and (iii) is not in violation of any term of any agreement, charter instrument, bylaw or instrument to which it is a party or by which it may be bound, which violation or failure to obtain materially and adversely affect the business or condition (financial or otherwise) of the Servicer and its subsidiaries, the Servicer’s ability to perform its obligations hereunder or under any other Transaction Document or any Receivable.

(ix) Investment Company. The Servicer is not an investment company which is required to register under the Investment Company Act of 1940, as amended.

(x) Chief Executive Office; Jurisdiction of Organization. The chief executive office of the Servicer is located at 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102 and its sole jurisdiction of organization is the State of Delaware. All books and records relating to the Receivables and the other assets included in the Trust Estate are located at 4001 Embarcadero, Suite 200, Arlington, Texas 76014.

37

(xi) Taxes. The Servicer has filed on a timely basis all tax returns required to be filed by it and paid all taxes, to the extent that such taxes have become due, other than any taxes that are being contested in good faith and for which adequate reserves have been established.

(xii) No Injunctions. There are no existing injunctions, writs, restraining orders or other similar orders which might adversely affect the performance by the Servicer or its obligations under, or the validity and enforceability of, this Agreement or any other Transaction Document to which it is a party.

(xiii) Practices. The practices used or to be used by the Servicer, to monitor collections with respect to the Receivables and repossess and dispose of the Financed Vehicles related to the Receivables will be, in all material respects, in conformity with the requirements of all applicable federal and State laws, rules and regulations, and this Agreement. The Servicer is in possession of all State and local licenses (including all debt collection licenses) required for it to perform its services hereunder, and none of such licenses has been suspended, revoked or terminated.

Section 8.02. Purchase of Receivables upon Breach of Representation and Warranty. (a) The Contributor, the Depositor, the Servicer, the Backup Servicer, the Issuer, the Agent or the Indenture Trustee, as the case may be, shall inform all such other Persons and other parties to this Agreement promptly, in writing, upon the discovery of any breach of the Servicer’s covenants or representations and warranties pursuant to Section 8.01; provided, however, that the failure to give any such notice shall not derogate from any obligation of the Servicer hereunder to repurchase any Receivable; further, provided, that the Issuer, the Indenture Trustee, the Agent and the Backup Servicer shall have no duty to inquire or to investigate the breach of any of such covenants or representations and warranties. Unless the breach shall have been cured by the last day of the first full calendar month following the calendar month in which such discovery by or notice to the Servicer of the breach occurred, the Servicer shall have an obligation, and the Indenture Trustee shall (provided that a Responsible Officer either has actual knowledge or has received written notice thereof) make demand upon the Servicer, to repurchase as of the Business Day preceding the Determination Date relating to the respective Collection Period any Receivable materially and adversely affected by the breach. In consideration of the purchase of the Receivable, the Servicer shall remit the Repurchase Price in the manner specified in Section 3.03(a) of the Contribution Agreement and Section 3.03(a) of this Agreement. The sole remedy (except as set forth in Section 8.02(b)) of the Indenture Trustee and the Noteholders with respect to a breach of the Servicer’s covenants or representations and warranties pursuant to Section 8.01 shall be the right to require the Servicer to repurchase Receivables pursuant to this Section 8.02 and to offset the purchase price against amounts owed to the Servicer hereunder.

(b) In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Servicer, the Servicer shall indemnify the Contributor, the Depositor, the Indenture Trustee, the Backup Servicer, the Issuer, the Owner Trustee (as such and in its individual capacity), the Agent, the Custodian and the Noteholders against all costs,

38

expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to a breach of the covenants or representations and warranties set forth in Section 8.01. Indemnification by the Servicer under this Section 8.02(b) shall survive the termination of this Agreement (or, in the case of indemnification of the Indenture Trustee or the Backup Servicer, shall survive the resignation or removal of the Indenture Trustee or Backup Servicer, respectively).

(c) Notwithstanding anything herein to the contrary, the Backup Servicer as successor Servicer shall have no duty to repurchase any Receivable pursuant to Section 8.02(a) or to make any indemnification provided for in Section 8.02(b) with respect to the covenant set forth in Section 8.01(a)(v) and the representation set forth in Section 8.01(b)(x).

Section 8.03. Representations of Backup Servicer. The Backup Servicer makes the following representations and warranties to the Issuer, the Servicer and the Agent, on which the Issuer relies in accepting the Receivables in trust, and the Servicer relies in connection with the performance of its obligations hereunder. The representations and warranties speak as of the execution and delivery of this Agreement and as of each Funding Date, but shall survive each sale of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture:

(a) The Backup Servicer has been duly organized and is validly existing and in good standing under the laws of the United States, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted.

(b) The Backup Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery, and performance of this Agreement shall have been duly authorized by the Backup Servicer by all necessary corporate action.

(c) This Agreement shall constitute a legal, valid, and binding obligation of the Backup Servicer enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms thereof shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of association or by-laws of the Backup Servicer, or any material indenture, agreement, or other instrument to which the Backup Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, or other instrument; nor violate any law or any order, rule, or regulation applicable to the Backup Servicer of any court or of any federal or State regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Backup Servicer or its properties.

39

(e) There are no proceedings or investigations pending or, to the Backup Servicer’s best knowledge, threatened before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Backup Servicer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Backup Servicer of its obligations under, or the validity or enforceability of, this Agreement.

Article IX

THE SERVICER AND BACKUP SERVICER

Section 9.01. Liability of Servicer; Indemnities. (a) The Servicer shall be liable hereunder only to the extent of the obligations in this Agreement and the other Transaction Documents to which it is a party specifically undertaken by the Servicer and the representations made by the Servicer.

(b) The Servicer shall defend, indemnify and hold harmless the Issuer, the Owner Trustee (as such and in its individual capacity), the Depositor, the Indenture Trustee, the Backup Servicer, the Agent, their respective officers, directors, agents and employees and the Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle.

(c) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee (as such and in its individual capacity), the Depositor, the Indenture Trustee, the Backup Servicer, the Agent, their respective officers, directors, agents and employees and the Noteholders from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such parties through (i) the breach by the Servicer of its obligations under this Agreement or any other Transaction Document to which the Servicer is a party in its capacity as Servicer, or (ii) the negligence, willful misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which the Servicer is a party in its capacity as Servicer.

(d) The Servicer shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee (as such and in its individual capacity), the Depositor, the Indenture Trustee, the Backup Servicer, the Agent and their respective officers, directors, agents and employees and the Noteholders from and against any taxes (other than income or capital gains taxes related to the sale of the Notes) that may at any time be asserted against the Indenture Trustee, the Owner Trustee (as such and in its individual capacity), or the Issuer with respect to the transactions contemplated herein, including, without limitation, any sales, gross receipts, general corporation,

40

tangible personal property, privilege, franchise, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same.

(e) The Servicer shall indemnify, defend and hold harmless the Indenture Trustee and the Backup Servicer and their respective officers, directors, employees and agents, from and against any and all costs, expenses, losses, claims, damages and liabilities (including attorneys fees and expenses), arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein, under the Indenture and any related Transaction Documents; provided, however, that the Servicer shall not be liable to the Indenture Trustee or the Backup Servicer for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Indenture Trustee or the Backup Servicer, respectively.

(f) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, its officers, directors, employees and agents, from and against any and all costs, expenses, losses, claims, damages and liabilities (including attorneys fees and expenses), arising out of or incurred in connection with, from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements which may at any time be imposed on, incurred by, or asserted against the Owner Trustee in any way relating to or arising out of this Agreement, the other Transaction Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder, provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconduct, bad faith or gross negligence of the Owner Trustee.

(g) For purposes of this Section 9.01, in the event of the termination of the rights and obligations of the Servicer (or any successor thereto pursuant to Section 9.02) as Servicer pursuant to Section 10.01, a non-extension of the servicing term referred to in Section 6.01(a) or a resignation by such Servicer pursuant to this Agreement, such Servicer shall remain the Servicer until a successor Servicer has accepted its appointment pursuant to Section 10.03. The provisions of this Section 9.01(g) shall in no way affect the survival pursuant to Section 9.01(h) of the indemnification by the Servicer provided by Sections 9.01(b), (c), (d), (e) and (f).

(h) Notwithstanding anything herein to the contrary, indemnification by the Servicer under Sections 9.01(d), (e) and (f) shall not apply to the Backup Servicer in its capacity as successor Servicer. Indemnification under this Article shall survive the termination of this Agreement (or, in the case of indemnification of the Indenture Trustee or the Backup Servicer, shall survive the resignation or removal of the Indenture Trustee or Backup Servicer, respectively) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

(i) Notwithstanding any other provision of this Agreement, the obligations of the Servicer described in this Section shall not terminate or be deemed released upon the resignation or termination of the Servicer and shall survive any termination of this Agreement to the extent that such obligations arise from the Servicer’s actions hereunder while acting as Servicer.

41

Section 9.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer and Backup Servicer. (a) The Servicer shall not merge or consolidate with any other Person or permit any other Person to become the successor to the Servicer’s business without the written consent of the Majority Holders. The Servicer shall not merge or consolidate with any other Person, convey or transfer substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to the Servicer’s business unless, after the merger, consolidation, conveyance, transfer or succession, the successor or surviving entity shall be an Eligible Servicer and shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) which acquires by conveyance or transfer substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer, in any of the foregoing cases shall execute an agreement of assumption acceptable to the Majority Holders to perform every obligation of the Servicer under this Agreement and the other Transaction Documents to which it is a party and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement and the other Transaction Documents to which it is a party without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. The Servicer shall provide written notice of any merger, consolidation or succession pursuant to this Section 9.02(a) to the Issuer, the Owner Trustee, the Depositor, the Noteholders, the Agent and the Indenture Trustee. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii), (iii) and (iv) above, (w) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 8.01 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), no Servicer Event of Default and no event which, after notice or lapse of time or both, would become a Servicer Event of Default, shall have occurred and be continuing, (x) the Servicer shall have delivered to the Indenture Trustee and the Agent an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 9.02(a) and that all conditions precedent, if any, provided for in this Agreement and the other Transaction Documents to which it is a party relating to such transaction have been complied with, and (y) the Servicer shall have delivered to the Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed (or listing which such documents will need to be executed and filed) that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Opinion of Counsel required by this Section shall be an expense of the Servicer.

(b) Any Person (i) into which the Backup Servicer may be merged or consolidated, (ii) which may result from any merger or consolidation to which the Backup Servicer shall be a party, or (iii) which may succeed to the properties and assets of the Backup Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to

42

perform every obligation of the Backup Servicer hereunder, shall be the successor to the Backup Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that nothing herein shall be deemed to release the Backup Servicer from any obligation hereunder. In the event that the resulting entity does not meet the eligibility requirements for the Indenture Trustee set forth in the Indenture, the Backup Servicer, upon the written request of the Majority Holders, shall resign from its obligations and duties under this Agreement.

Section 9.03. Limitation on Liability of Servicer, the Backup Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Contributor, the Depositor, the Indenture Trustee, the Backup Servicer, the Issuer, the Noteholders or the Agent, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement in the good faith business judgment of the Servicer; provided, however, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of bad faith, willful misconduct in the performance of duties, or by reason of negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by the Agent, the Noteholders, the Indenture Trustee and the Backup Servicer respecting any matters arising under this Agreement and any such written advice of counsel shall be full and complete authorization for any action taken or omitted by the Servicer in reliance in good faith and in accordance with such advice.

(b) The Backup Servicer (i) shall not be liable for its actions or omissions hereunder except for its negligence or willful misconduct, (ii) shall not be responsible for any recitals, statements, representations, or warranties made herein, except those expressly made by it as Backup Servicer and (iii) may conclusively rely upon, and shall be fully protected in acting or refraining from acting in reliance upon, any document, certificate, instrument, opinion, certificate, report, notice, statement, consent, resolution, entitlement order, approval or conversation believed by it to be genuine and made by the proper person and upon opinions of counsel or other experts reasonably selected by it. The Backup Servicer shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Backup Servicer, unless it shall be proven that the Backup Servicer was negligent in ascertaining the pertinent facts with respect to such error of judgment.

(c) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity satisfactory to it against such risk or liability is not reasonably assured to it prior to the expenditure or risk of such funds or incurring of financial liability.

(d) The Backup Servicer shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

43

(e) The Backup Servicer may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.

(f) To the extent that the Backup Servicer is required to be indemnified by the Depositor pursuant to Sections 5.09 hereof, such amounts shall be reimbursable from the Collection Account pursuant to Section 5.03(b) of the Indenture. To the extent that the Backup Servicer is required to be indemnified by the Servicer pursuant to 9.01 hereof and does not receive payment for the applicable indemnified amount from the Servicer, such amounts shall be reimbursable from the Collection Account pursuant to Section 5.03(b) of the Indenture.

Section 9.04. Delegation of Duties. The Servicer may delegate duties under this Agreement with the prior written consent of the Majority Holders. The Servicer may at any time perform the specific duty of repossession of Financed Vehicles through such sub-contractors who are in the business of servicing automotive receivables and may perform other specific duties through such sub-contractors; provided, however, that no such delegation or sub-contracting by the Servicer of its duties shall relieve the Servicer of its responsibility with respect to such duties.

Section 9.05. Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 9.02, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except upon a determination that by reason of a change in legal requirements, the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or the Backup Servicer, as the case may be, and the Majority Holders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Majority Holders. No resignation of the Servicer shall become effective until the Backup Servicer or a successor Servicer acceptable to the Majority Holders that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until a Person acceptable to the Majority Holders that is an Eligible Servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in the event a successor Backup Servicer is not appointed within sixty (60) days after the Backup Servicer has given notice of its resignation as permitted by this Section 9.05, the Backup Servicer may petition a court of competent jurisdiction for the appointment of a successor. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any transition expenses, servicing fee or for any differential in the amount of the servicer fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Sale and Servicing Agreement and the transactions set forth or provided for herein or be liable for or be required to make any servicer advances, nor shall the Indenture Trustee be required to act as successor Servicer or perform any duties of the successor Servicer hereunder.

44

Section 9.06. Backup Servicer’s Reliance; Liability; Errors. (a) The Backup Servicer may reasonably rely on any records and documentation provided, produced or supplied by the Servicer. The Backup Servicer shall have no liability in connection with the malfeasance or nonfeasance of the Servicer or the inaccuracy of any data provided, produced or supplied by the Servicer. The Backup Servicer shall have no liability for any errors perpetuated by it in the performance of its duties hereunder or under the Transaction Documents as a result of a latent defect in any underlying records or data provided to it by the Servicer except for such latent defects that remain undiscovered or uncorrected as a result of the willful misconduct, bad faith or negligence of the Backup Servicer in the performance of its duties hereunder or under the Transaction Documents.

(b) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer, including documents prepared or maintained by the Servicer, or any party providing services related to the Receivables (each, a “third party”). The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “liability”) for the acts or omissions of any third party. If any error, inaccuracy or omission (collectively “error”) exists in any information provided to the Backup Servicer and such error causes or materially contributes to the Backup Servicer making or continuing any error (a “continuing error”), the Backup Servicer shall have no liability for such continuing error; provided, however, that this provision shall not protect the Backup Servicer against any liability arising from its willful misconduct, bad faith or negligence in discovering or correcting or failing to discover or correct any error or in the performance of its duties contemplated herein.

(c) If the Backup Servicer becomes aware of any error or continuing error which in the opinion of the Backup Servicer impairs its ability to perform its services hereunder the Backup Servicer may undertake such data or records reconstruction as it deems appropriate to correct any such error or continuing error and to prevent future continuing error. To the extent it is not otherwise reimbursed under this Agreement, the Backup Servicer shall be entitled to recover its costs incurred in correcting any such error or continuing error from the Servicer; provided, however, that the Backup Servicer shall not be entitled to recover any such costs unless it shall have received the written consent of the Indenture Trustee prior to taking any such corrective action pertaining to the error.

Article X

SERVICER EVENTS OF DEFAULT

Section 10.01. Servicer Event of Default. For purposes of this Agreement, any of the following shall constitute a “Servicer Event of Default”:

(a) Any failure by the Servicer to deposit, or deliver to the Indenture Trustee for deposit, to the Local Bank Account, the Collection Account or the Spread Account any amount required to be so deposited or delivered therein or any proceeds or payment required to be so delivered under the terms of this Agreement (including deposits of the Repurchase Price pursuant to Section 7.01) that continues unremedied for a period of two

45

(2) Business Days after such deposit, delivery or payment is required to be made by the Servicer;

(b) Failure by the Servicer to deliver to the Indenture Trustee and the Agent the Monthly Servicer Report required by Section 6.06 within two (2) Business Days after the applicable Determination Date, or any statement required by Section 6.07 or any report required by Section 6.08 shall not have been delivered within five (5) days after the date such statement or report, as the case may be, is required to be delivered;

(c) Failure on the part of the Servicer (so long as the Backup Servicer is not acting as successor Servicer), or failure on the part of the Depositor or the Contributor, as the case may be, to repurchase a Receivable in accordance with Section 3.03(a), Section 6.15 or Section 8.02 hereof and, in the case of the Contributor pursuant to Section 3.03(a) of the Contribution Agreement, as the case may be, which failure shall continue unremedied for a period of two (2) Business Days after the same is required to be repurchased in accordance with such Sections;

(d) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.02 or, failure on the part of the Depositor to observe its covenants and agreements in Section 5.10;

(e) Failure on the part of the Servicer, or failure on the part of the Depositor or the Contributor duly to observe or perform any other covenants or agreements of the Servicer, the Contributor or the Depositor, as the case may be, set forth in this Agreement or any other Transaction Document which failure (i) materially and adversely affects the rights of the Noteholders, and (ii) continues unremedied for a period of twenty (20) days after (A) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer, the Contributor or the Depositor, as the case may be, by the Indenture Trustee, the Issuer or the Backup Servicer or (B) discovery by a Responsible Officer of the Servicer;

(f) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Contributor or the Servicer (or, so long as the Contributor is obligated to perform as the Servicer, the Depositor or any other Affiliate of the Servicer, if the Servicer’s ability to service the Receivables is adversely affected thereby) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or State, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Contributor, the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of the Contributor, the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or State bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days;

46

(g) The commencement by the Contributor or the Servicer (or, so long as the Contributor is obligated to perform as the Servicer, the Depositor or any other Affiliate of the Servicer, if the Servicer’s ability to service the Receivables is adversely affected thereby) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or State, bankruptcy, insolvency or similar law, or the consent by the Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) or of any substantial part of their respective property or the making by Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) of an assignment for the benefit of creditors or the failure by the Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by Contributor or the Servicer (or the Depositor or any other Affiliate of the Servicer, if applicable) in furtherance of any of the foregoing;

(h) Any representation, warranty or statement of the Servicer, and for so long as the Contributor is obligated to perform as the Servicer, the Depositor or the Contributor, made in this Agreement or with respect to the Contributor or the Depositor, made in the Contribution Agreement or, in each case, any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Trust Estate or any Noteholder and, within twenty (20) days after written notice thereof shall have been given to the Servicer, the Contributor or the Depositor (as the case may be) by the Indenture Trustee, the Issuer, the Backup Servicer or the Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured;

(i) Failure on the part of the Servicer to be legally qualified to service the Receivables;

(j) Any material change made by the Servicer to its Collection Policy with respect to the Receivables without prior notice to the Agent;

(k) The occurrence of a Termination Event or Event of Default which has not been waived by the Majority Holders;

(l) The Agent shall have delivered a Servicer Termination Notice pursuant to Section 6.01(a) or for any reason, AmeriCredit ceases to act as Servicer hereunder;

(m) The Tangible Net Worth of AmeriCredit Corp. shall be less than the sum of (a) $1,900,000,000 plus (b) 75% of the cumulative positive net income (without deduction for negative net income) of AmeriCredit Corp. for each fiscal quarter having been completed since March 31, 2005, as reported in each annual report on Form 10-K and periodic report on Form 10-Q filed by AmeriCredit Corp. with the Securities and

47

Exchange Commission plus (c) 75% of the net proceeds of any equity issued by AmeriCredit Corp. since June 30, 2005 (excluding any equity issued pursuant to equity incentive plans for employees and board members) minus (d) the lesser of (i) $400,000,000 and (ii) the purchase price of all common stock of AmeriCredit Corp. repurchased after March 31, 2005;

(n) The ratio, expressed as a percentage, of the Adjusted Equity of AmeriCredit Corp. to the Managed Assets of AmeriCredit Corp shall be less than 8.0% as of any fiscal quarter end;

(o) The average of the ratios of AmeriCredit Corp.’s EBITDA to Interest Expense for any two consecutive fiscal quarters shall be less than 1.2x;

(p) The occurrence of a “Servicer Event of Default” under and as defined in any sale and servicing agreement, pooling and servicing agreement or any similar agreement (a “Similar Servicing Agreement”) with respect to which the Contributor or any of its Affiliates is designated as servicer, subservicer, master servicer or any similar capacity (irrespective of whether it is then acting in such capacity) unless such “Servicer Event of Default” has been permanently waived and (i) none of the Contributor or any of its applicable Affiliates has been terminated as servicer, subservicer, master servicer or other similar capacity under such Similar Servicing Agreement as a result of such Servicer Event of Default and (ii) the Contributor or any applicable Affiliate of the Contributor that acts as servicer, subservicer, master servicer or any similar capacity under such Similar Servicing Agreement retains its right (if any) thereunder to access each collections of receivables thereunder without the prior written consent of third parties, unless such rights are terminated by the Servicer independent of such Servicer Event of Default; or

(q) Any repurchase of common stock for cash by AmeriCredit Corp. results in AmeriCredit Corp. and it subsidiaries, determined on a consolidated basis in accordance with U.S. generally accepted accounting principles as in effect at the time of determination, consistently applied, having less than $200,000,000 of Liquidity on such date of such common stock repurchase for cash. For purposes of the foregoing sentence, if AmeriCredit Corp. shall deposit funds with a bank for the purpose of making repurchases of its common stock over a period of time, the date of repurchase with respect to the repurchases of all such common stock shall be deemed to be the date such funds are deposited with such bank and the cash so deposited shall not be considered unrestricted cash for the purposes of determining Liquidity with respect to this clause (r).

Section 10.02. Consequences of a Servicer Event of Default. If a Servicer Event of Default shall occur and be continuing, the Indenture Trustee shall, at the written direction of the Majority Holders or the Agent, by notice given in writing to the Servicer and Backup Servicer, terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that the Backup Servicer, acting as successor Servicer, may not be terminated pursuant to this Section 10.02 for a Servicer Event of Default set forth in Section 10.01(c), (d), (k), (l), (m), (n), (o) or (p); provided, further, however, that the Backup Servicer, acting as successor Servicer, may be terminated pursuant to clause (p) above if it is also the servicer under the

48

agreements referenced therein with respect to which AmeriCredit is the contributor. On or after the receipt by the Servicer of such written notice (unless otherwise directed by the Majority Holders or the Agent and subject to Section 10.03(a)), unless otherwise excluded or modified herein all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes or the Trust Estate or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer; provided, however, that the Backup Servicer shall have no liability with respect to any obligation which was required to be performed by the prior Servicer prior to the date that the Backup Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the prior Servicer; and provided further, that the Backup Servicer shall have no obligation to assume the responsibilities of Servicer with fewer than 30 days prior written notice. The Backup Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the rest of the Trust Estate and related documents or otherwise. The prior Servicer agrees, if so directed by the Majority Holders or by the Agent, to continue to act as Servicer until the successor Servicer assumes the responsibilities of Servicer, and agrees to cooperate with the Backup Servicer in effecting the termination of the responsibilities and rights of the prior Servicer under this Agreement, including, without limitation, the execution of one or more specific powers of attorney pursuant to Section 10.03(g) at the request of the successor Servicer and the transfer to the Backup Servicer for administration by it of all cash amounts that shall at the time be held by the prior Servicer for deposit, or have been deposited by the prior Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the Backup Servicer or the Custodian, as applicable, of all Custodian Files and Collection Records and a computer tape in readable form containing all information necessary to enable the Backup Servicer or another successor Servicer to service the Receivables and the rest of the Trust Estate. The Servicer agrees that the Indenture Trustee and the Backup Servicer shall eliminate the Servicer’s access to all Post Office Boxes in accordance with certain instructions to be executed by the Servicer giving the Indenture Trustee and Backup Servicer access to the Post Office Boxes, provided that the Indenture Trustee shall not be liable for any access gained by the Servicer to the Post Office Boxes after the Indenture Trustee has used its best efforts to prohibit such access. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Custodian Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.02 shall be paid by the prior Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer. The prior Servicer shall grant the Depositor, the Indenture Trustee, the Backup Servicer and the Agent reasonable access to the prior Servicer’s premises, computer files, personnel, records and equipment at the prior Servicer’s expense. If requested by the Majority Holders, the Backup Servicer or any other successor Servicer shall terminate any arrangements relating to the Local Bank Account with the Local Bank or the Post Office Boxes, and direct the Obligors to make all payments under the Receivables directly to the successor Servicer at the prior Servicer’s expense (in which event the successor Servicer shall process such payments directly or through a lock-box account established in accordance with the instructions of the

49

Agent or the Majority Holders). The Indenture Trustee shall send copies of all notices given pursuant to this Section 10.02 to the Noteholders and the Agent. The Indenture Trustee and the Backup Servicer may set off and deduct any amounts owed by the terminated Servicer from any amounts payable to the terminated Servicer. When the Trustee or the Backup Servicer incurs expenses after the occurrence of a Servicer Event of Default specified in Section 10.01, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Section 10.03. Appointment of Successor. (a) Upon the Servicer’s receipt of a notice of termination pursuant to Section 10.02, or upon the resignation of the Servicer pursuant to Section 9.05, unless the Majority Holders direct otherwise, the Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement; provided, however that the Backup Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in this Agreement or in any related document or agreement. The Indenture Trustee and such successor shall take such action reasonably requested by the parties hereto, consistent with this Agreement, as shall be necessary to effectuate any such succession.

(b) Notwithstanding the above, if the Backup Servicer shall be legally unable to act as Servicer, the Indenture Trustee, at the written direction of the Majority Holders, shall appoint any Eligible Servicer as the successor to the Servicer. Pending such appointment, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Subject to Section 9.05, no provision of this Agreement shall be construed as relieving the Backup Servicer of its obligation to succeed as successor Servicer upon the termination of the Servicer pursuant to Section 10.02, or the resignation of the Servicer pursuant to Section 9.05.

(c) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under the Agreement if the Servicer had not resigned or been terminated hereunder.

(d) Any successor Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to such successor Servicer in connection with succession to Servicer duties, including documents prepared or maintained by the Contributor, the Depositor or the prior Servicer, or any party providing services related to the Receivables (each, a “Third Party”). The Contributor, in its capacity as Servicer, shall indemnify and hold harmless the successor Servicer and its officers, directors, employees and agents, the Issuer, the Indenture Trustee, the Owner Trustee (as such and in its individual capacity), the Noteholders and the Agent against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the successor Servicer, the Issuer, the Indenture Trustee, the Owner Trustee (as such and in its individual capacity), the Noteholders and the Agent may sustain in any way (i) solely related to the negligence or misconduct of the Servicer or any such Third Party based upon any matter related to or arising out of this Agreement except for any claims, losses, penalties, fines,

50

forfeitures, legal fees, and related costs and judgments arising from such successor Servicer’s own negligence or willful misconduct; or (ii) solely related to the conduct of such successor Servicer undertaken at the direction of any party hereto or which result from the transfer of servicing to the successor Servicer. The successor Servicer shall have no duty, responsibility, obligation or liability (collectively “liability”) for the acts or omissions of any Third Party. If any error, inaccuracy or omission (collectively “error”) exists in any information provided to a successor Servicer and such error causes or materially contributes to such successor Servicer making or continuing any error (a “continuing error”), such successor Servicer shall have no liability for such continuing error; provided, however, that this provision shall not protect such successor Servicer against any liability arising from its willful misconduct, bad faith or gross negligence in discovering or correcting or failing to discover or correct any error or in the performance of its duties contemplated herein.

(e) Notwithstanding any other provision of the Agreement to the contrary, any successor Servicer shall not inherit any of the indemnification obligations of any prior servicer including the original servicer.

(f) Any successor Servicer shall have (1) no obligation to perform any repurchase or advancing obligations, if any, of the prior Servicer, (2) no obligation to pay any taxes required to be paid by the prior Servicer, (3) no obligation to pay any of the fees and expenses of any other party in this transaction and (4) no obligation to pay any fees, expenses or indemnities under Sections 8.02(b) or Section 9.01(d), (e) or (f).

(g) In order to permit the successor Servicer to more effectively perform its duties and obligations under Section 6.04(b) of this Agreement, the Servicer hereby makes, constitutes and appoints the successor Servicer, acting by or through any one or more of its officers or employees, as the true and lawful attorney-in-fact for the Servicer and in the name place and stead of the Servicer, and for the use and benefit of the Servicer, to take any actions necessary to fulfill the successor Servicer’s obligations under Section 6.04(b), including without limitation, the preparation, execution and/or delivery to the relevant governmental authorities of any filings, notations of release or discharge, termination statements, Certificates of Title, affidavits, releases, satisfactions of lien, certificates and other documents, instruments or showings as may be required to cause the Certificate of Title relating to such Financed Vehicles to be issued to reflect the security interest of the Indenture Trustee in such Financed Vehicles.

Section 10.04. Notification. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article, the Indenture Trustee shall give prompt written notice thereof to the Noteholders at their respective addresses appearing in the Note Register, and to the Agent.

Section 10.05. Waiver of Past Defaults. The Supermajority Holders may waive any default by the Servicer in the performance of its obligations hereunder and its consequences, except an event resulting from the failure to make any required deposits to, or payments from, the Collection Account in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

51

Article XI

ADMINISTRATION OF TRUST DUTIES

Section 11.01. Administrative Duties.

(a) Administrative Duties with Respect to the Transaction Documents. The Contributor shall perform all its duties and, unless otherwise specified, the administrative duties of the Issuer under the Transaction Documents. In addition, the Contributor shall consult with the Owner Trustee, the Indenture Trustee and the Agent, as the Contributor deems appropriate regarding the duties of the Issuer under the Transaction Documents. The Contributor shall monitor the performance of the Issuer and shall advise the Owner Trustee, the Indenture Trustee and the Agent, when action is necessary to comply with the Issuer’s duties under the Transaction Documents.

(b) Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the other Transaction Documents, the Contributor shall perform such calculations and shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to this Agreement or any of the other Transaction Documents or under State or federal tax or securities laws and shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Transaction Documents, including, without limitation, pursuant to Section 5.1 (with respect to the preparation and filing of tax returns) of the Issuer Trust Agreement.

(ii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Contributor may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transaction or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Contributor’s good faith business judgment, no less favorable to the Issuer in any material respect.

(c) Records. The Contributor shall maintain appropriate books of account and records relating to its duties performed under Section 11.01(a) and (b) hereof, which books of account and records shall be accessible for inspection by the Owner Trustee, the Indenture Trustee and the Agent at any time during normal business hours following reasonable notice to the Contributor.

Article XII

TERMINATION OF AGREEMENT

Section 12.01. Term. This Sale and Servicing Agreement shall remain in effect until termination of the Indenture in accordance with its terms.

Section 12.02. Effect of Termination. Upon termination of this Sale and Servicing Agreement in accordance with its terms, the Servicer shall, at the direction of the Issuer, promptly return all files and any related files and correspondence in its possession as are related

52

to the management of the Receivables and the services provided hereunder. Any successor Servicer shall be reimbursed pursuant to Section 5.03(b) of the Indenture for any costs incurred by it in performing its duties pursuant to this Section 12.02.

Article XIII

MISCELLANEOUS PROVISIONS

Section 13.01. Amendment. This Agreement may only be amended by mutual written consent of the parties hereto and with the prior written consent of the Majority Holders; provided, however, that, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on the Receivables or payments that shall be required to be made on any Note without the consent of each Noteholder affected thereby, or (b) reduce the percentage of Noteholders, if any, required to consent to any such amendment, without the consent of the Holder of all Notes then outstanding or eliminate the right of the Noteholders to consent to any change described in clause (a) affecting the Noteholders without the consent of the Noteholders; provided, further, that no such amendment shall amend or modify any provision of Section 3.02(a) hereof without the consent of the Supermajority Holders. No amendment made to the Transaction Documents to which the Servicer has duties thereunder without the Servicer’s written consent, shall be effective as to the Servicer, to the extent such amendment is disadvantageous in any respect to the Servicer.

Section 13.02. Waivers. The provisions of this Agreement may only be waived by written consent of the Majority Holders and the Issuer, the Depositor, the Contributor and/or the Servicer, if any such party is adversely affected thereby. The failure of any party hereto at any time to require performance by any other party hereto of any provision of this Agreement shall in no way affect that party’s right to enforce such provision, nor shall the waiver by any party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision or any other provision.

Section 13.03. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered personally or mailed by first-class registered or certified mail, postage prepaid, or by telephonic facsimile transmission and overnight delivery service, postage prepaid, in any case addressed as follows:

To the Servicer:	AmeriCredit Financial Services, Inc.
	801 Cherry Street, Suite 3900,
	Fort Worth, Texas 76102
	Attention: Phone: Fax:	Chief Financial Officer (817) 302-7082 (817) 302-7915
To the Backup Servicer:	JPMorgan Chase Bank, National Association 600 Travis St., 9th Floor Houston, TX 77002 Attention: Structured Finance – Bay View 2005
	Phone: Fax:	(713) 216-3682 (713) 216-4880

53

To the Agent:	JPMorgan Chase Bank, National Association
	Asset Backed Finance Suite IL1-0594 Chase Tower 10 South Dearborn Street Chicago, Illinois 60670-0079 Fax: (312) 732-1844
	BMO Capital Markets Corp. 115 S. LaSalle St., Floor 13W Chicago, IL 60603 Attn: Conduit Administration Phone: 312-461-5640 Fax: 312-461-3189 Email: fundingdesk@bmo.com
To the Initial Purchasers:	Falcon Asset Securitization Company LLC Asset Backed Finance Suite IL1-0079 Chase Tower 10 South Dearborn Street Chicago, Illinois 60670-0079 Fax: (312) 732-3600 Fairway Finance Company, LLC Address: c/o Lord Securities Corporation 48 Wall Street, 27th Floor New York, New York 10005 Attn: Orlando Figueroa Phone: (212) 346-9007 Fax: (212) 346-9012 Email: of@lordspv.com Copy to: BMO Capital Markets Corp. 115 S. LaSalle St., Floor 13W Chicago, IL 60603 Attn: Conduit Administration Phone: 312-461-5640 Fax: 312-461-3189 Email: fundingdesk@bmo.com

54

To the Indenture Trustee	JPMorgan Chase Bank, National Association
	600 Travis St., 9th Floor Houston, Texas 77002 Attn: Structured Finance – Bay View 2005
	Phone: Fax:	(713) 216-3682 (713) 216-4880
To the Issuer:	Bay View 2005 Warehouse Trust
	c/o Wilmington Trust Company
	1100 North Market Street
	Wilmington, Delaware 19890-0001
	Attention: Corporate Trust Administration
	Phone:	(302) 636-6119
	Fax:	(302) 636-4148
	With a copy to:
	AmeriCredit Financial Services, Inc.
	801 Cherry Street, Suite 3900
	Fort Worth, Texas 76102
	Attention: Chief Financial Officer
	Phone: Fax:	(817) 302-7082 (817) 302-7915
To the Depositor:	Bay View Warehouse Corporation
	801 Cherry Street, Suite 3900
	Fort Worth, Texas 76102
	Attention: Chief Financial Officer
	Phone: Fax:	(817) 302-7082 (817) 302-7915
	With a copy to:
	AmeriCredit Financial Services, Inc.
	801 Cherry Street, Suite 3900,
	Fort Worth, Texas 76102
	Attention: Chief Financial Officer
	Phone: Fax:	(817) 302-7082 (817) 302-7915

55

Notices to each of the Noteholders shall be sent to the address specified for such Person in the Indenture or the Note Purchase Agreement. Such notice, request, consent or other communication shall be deemed given when so delivered.

Section 13.04. Severability of Provisions. If one or more of the provisions of this Agreement shall be held invalid for any reason, such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such remaining provisions. To the extent permitted by law, the parties hereto hereby waive any law which renders any provision of this Agreement prohibited or unenforceable.

Section 13.05. Rights Cumulative. All rights and remedies under this Agreement are cumulative, and none is intended to be exclusive of another. No delay or omission in insisting upon the strict observance or performance of any provision of this Agreement, or in exercising any right or remedy, shall be construed as a waiver or relinquishment of such provision, nor shall it impair such right or remedy. Every right and remedy may be exercised from time to time and as often as deemed expedient.

Section 13.06. No Offset. Prior to the termination of this Agreement, the obligations of the Depositor and the Servicer under this Agreement shall not be subject to any defense, counterclaim or right of offset which such Person may have against the Issuer, the Contributor, the Depositor, the Servicer, any Noteholder, the Agent or the Indenture Trustee, whether in respect of this Agreement, any Receivable or otherwise.

Section 13.07. Powers of Attorney. The Issuer shall, from time to time, provide to the employees of the Servicer, the Backup Servicer and the Indenture Trustee limited, revocable powers of attorney or other such written authorizations as may be appropriate to enable the Servicer, the Backup Servicer and the Indenture Trustee to perform its respective obligations under this Agreement and the Indenture; provided, however, that the Issuer shall not be required to provide such powers with respect to any matter for which the Issuer does not have authority to perform itself.

Section 13.08. Assignment and Binding Effect. Except with respect to the grant of this Agreement by the Issuer to the Indenture Trustee under the Indenture and as expressly provided herein, this Agreement may be assigned only with the written consent of the parties hereto and the Majority Holders; however, in the event of an assignment, all provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

Section 13.09. Captions. The article, paragraph and other headings contained in this Agreement are for reference purposes only, and shall not limit or otherwise affect the meaning hereof.

Section 13.10. Legal Holidays. In the case where the date on which any action required to be taken, document required to be delivered or payment required to be made is not a Business Day, such action, delivery or payment need not be made on that date, but may be made on the next succeeding Business Day.

56

Section 13.11. Counterparts. This Agreement may be executed simultaneously in any number of counterparts including by facsimile or other electronic means, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

Section 13.12. Governing Law. This Agreement shall be deemed entered into with and shall be governed by and interpreted in accordance with the laws of the State of New York (including New York General Obligations Law Sections 5-1401 and 5-1402 but otherwise without regard to the conflict of laws principles thereof).

Section 13.13. Consent to Jurisdiction. (a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND 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 TO OR IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTION OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH NEW YORK STATE COURT OR IN SUCH FEDERAL COURT. THE PARTIES HERETO AGREE 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, THE PARTIES HERETO HEREBY WAIVE AND AGREE 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 THE RELATED DOCUMENTS OR THE SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS.

(b) To the extent permitted by applicable law, the parties hereto shall not seek and hereby waive the right to any review of the judgment of any such court by any court of any other nation or jurisdiction which may be called upon to grant an enforcement of such judgment.

(c) Each of the Issuer, the Contributor, the Servicer, and the Depositor agrees that until such time as the Notes have been paid in full, each of the Issuer, the Contributor, the Servicer, and the Depositor shall have appointed, with prior written notice to the Agent, an agent registered with the Secretary of State of the State of New York, with an office in the County of New York in the State of New York, as its true and lawful attorney and duly authorized agent for acceptance of service of legal process (which as of the date of this Agreement is Registered Agent Solutions located at 1773 Western Avenue, Albany, NY 12203). Each of the Issuer, the Contributor, the Servicer, and the Depositor agrees that service of such process upon such Person shall constitute personal service of such process upon it.

57

Section 13.14. Trial by Jury Waived. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTION. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THIS WAIVER.

Section 13.15. Parties. Except as set forth in Section 13.18 hereof, this Agreement shall inure solely to the benefit of and shall be binding upon the parties hereto, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision contained herein.

Section 13.16. Relationship of the Parties. The relationship of the parties to this Agreement is that of independent contractors. Neither this Agreement nor any of the activities contemplated hereby shall be deemed to create any partnership, joint venture, agency or employer/employee relationship among the Servicer and the Issuer.

Section 13.17. No Bankruptcy Petition Against the Issuer or the Depositor. The parties hereto agree that, prior to the date that is one year and one day after the payment in full of all Outstanding Notes, none of them will institute against the Issuer, the Depositor or any Noteholder or join any other Person in instituting against the Issuer, the Depositor or any Noteholder any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under the laws of the United States or any State of the United States. This Section 13.17 shall survive the termination of this Agreement.

Section 13.18. Third Party Beneficiaries. This Agreement shall inure to the benefit of the Agent and the Indenture Trustee on behalf of the Noteholders, the Agent and the Financial Institutions and their respective successors and assigns. Without limiting the generality of the foregoing, all covenants and agreements in this Agreement which expressly confer rights upon the Issuer, any Noteholder, the Agent or the Indenture Trustee shall be for the benefit of and run directly to such Noteholder, the Agent and the Indenture Trustee, and such Noteholder, the Agent and the Indenture Trustee shall be entitled to rely on and enforce such covenants to the same extent as if it or they were a party hereto. Except as expressly stated otherwise herein or in the other Transaction Documents, any right of the Agent or the Majority Holders to direct, appoint, consent to, approve of, or take any action under this Agreement, shall be a right exercised by the Agent or the Majority Holders in its or their sole and absolute discretion.

Section 13.19. Reports to Holders. Any report, notice or financial statement delivered pursuant to this Agreement by the Servicer to the Noteholders shall be provided by such Persons to each Noteholder at the address last provided to the Servicer by the Indenture Trustee or such Noteholder.

58

Section 13.20. Obligations of Depositor. The obligations of the Depositor under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

Section 13.21. Subsequent Pledge. The Depositor acknowledges that (i) the Issuer will grant the Receivables and related Deposited Assets along with the Issuer’s rights and benefits under this Agreement to the Indenture Trustee pursuant to the terms of the Indenture and (ii) the terms and provisions hereof are intended to benefit the Noteholders. The Depositor hereby consents to such grant. The parties hereto hereby acknowledge that the representations and warranties contained in this Agreement and the rights of the Issuer under this Agreement are intended to benefit the Indenture Trustee on behalf of the Noteholders, the Agent and the Financial Institutions. The Depositor acknowledges that the Indenture Trustee on behalf of the Noteholders, the Agent and the Financial Institutions, as assignees of the Issuer’s rights hereunder may directly enforce, without making any prior demand on the Issuer, all the rights of the Issuer hereunder, including, without limitation, the rights under Section 3.03(a) hereof.

Section 13.22. Protection of Title to Trust. (a) Neither the Issuer, the Contributor nor the Depositor shall change its name, identity, jurisdiction of organization or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Issuer, the Depositor or the Contributor in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the UCC, unless it shall have given the Indenture Trustee, the Noteholders and the Agent at least sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables and the other items of the Trust Estate, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Neither the Issuer, the Contributor nor the Depositor shall become or seek to become organized under the laws of more than one jurisdiction.

(b) Each of the Issuer, the Depositor and the Contributor shall give the Indenture Trustee and the Agent at least sixty (60) days’ prior written notice of any relocation of its principal executive office or State of incorporation and shall promptly file any amendment of any previously filed financing or continuation statement or any new financing statement necessary or desirable to continue the perfection of the Depositor’s, the Issuer’s or the Indenture Trustee’s interests in the Receivables and the rest of the Trust Estate and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Receivables and the other items of the Trust Estate, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, its principal executive office and its jurisdiction of incorporation, within the United States of America.

59

(c) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.

(d) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Deposited Assets to the Issuer, the Servicer’s master computer records (including any back-up archives) that refer to a Receivable and Deposited Assets shall indicate clearly (including by means of tagging the Issuer) the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full or repurchased.

(e) If at any time the Contributor or the Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Servicer shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly (including by means of tagging) that such Receivable has been sold and is owned by the Issuer.

(f) The Servicer shall permit the Indenture Trustee, the Agent and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer’s records regarding any Receivable. If the Backup Servicer is acting as successor Servicer, the Indenture Trustee and the Agent shall give reasonable notice of any such audit or inspection and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Backup Servicer’s business.

(g) Upon request, the Servicer shall furnish to the Indenture Trustee and the Agent, within two (2) Business Days, a list of all Receivables (by account number and name of Obligor) then held as part of the Trust Estate, together with a reconciliation of such list to the schedule of Receivables attached to each Depositor Assignment as Schedule I and to each of the Monthly Servicer Reports furnished before such request indicating removal of Receivables from the Trust Estate.

(h) The Servicer shall deliver to the Indenture Trustee and the Agent:

(1) upon the execution and delivery of this Agreement, each Depositor Assignment and each amendment to any such document, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements (and releases of financing statements) and continuation statements have been executed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Receivables and the rest of the Trust Estate, and reciting the details of the expected filings thereof or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and

60

(2) within ninety (90) days after the beginning of each calendar year beginning with calendar year 2006, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Receivables and the rest of the Trust Estate, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Such Opinion of Counsel shall also describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to preserve and protect the interest of the Indenture Trustee in the Receivables, until March 31 in the following calendar year.

(i) If the Backup Servicer is acting as the successor Servicer, it shall be reimbursed pursuant to Section 5.03(b) of the Indenture for any costs incurred by it in performing its duties pursuant to this Section.

Section 13.23. Limitation of Liability. Notwithstanding any other provision herein or elsewhere, this Agreement has been executed and delivered by Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner Trustee of the Issuer under the Issuer Trust Agreement, and in no event shall Wilmington Trust Company or the Owner Trustee have any liability in respect of the representations, warranties, or obligations of the Issuer hereunder (or under any other Transaction Document), as to all of which recourse shall be had solely to the assets of the Issuer, and for all purposes of this Agreement and each other Transaction Document, the Owner Trustee and Wilmington Trust Company shall be entitled to the benefits of the Issuer Trust Agreement.

Section 13.24. Integration. This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

Section 13.25. Limitation on Recourse. Notwithstanding any provision herein to the contrary, the obligations of the Depositor and the Issuer shall not be a general obligation of, or construed as permitting recourse to, such entity; it being understood that the sole recourse of any party with respect to the payment obligations of the Depositor or the Issuer shall be the Monthly Available Funds and such obligations shall be paid in accordance with the priority of payments set forth in Section 5.03(b) of the Indenture.

Section 13.26. Amendment and Restatement. This Agreement amends and restates in its entirety the Prior Agreement and shall not constitute a novation thereof. All references to the “Sale and Servicing Agreement” in the Transaction Documents shall mean and be a reference to this Agreement.

61

IN WITNESS WHEREOF, the Issuer, the Depositor, the Indenture Trustee and the Servicer and the Backup Servicer have caused this Sale and Servicing Agreement to be duly executed by their respective authorized officers as of the date and year first above written.

BAY VIEW 2005 WAREHOUSE TRUST, as Issuer
By:	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer
By:
Name:
Title:

Signature Page to

Second Amended and Restated Sale and Servicing Agreement

BAY VIEW WAREHOUSE CORPORATION,

as Depositor

By:

Name:

Title:

Signature Page to

Second Amended and Restated Sale and Servicing Agreement

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Indenture Trustee

By:

Name:

Title:

Signature Page to

Second Amended and Restated Sale and Servicing Agreement

JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, as Backup Servicer

By:

Name:

Title:

Signature Page to

Second Amended and Restated Sale and Servicing Agreement

AMERICREDIT FINANCIAL SERVICES,

INC., as Servicer and as Contributor

By:

Name:

Title:

Signature Page to

Second Amended and Restated Sale and Servicing Agreement

ACKNOWLEDGED AND CONSENTED TO:
FALCON ASSET SECURITIZATION COMPANY LLC (formerly Falcon Asset Securitization Corporation), as a Noteholder
By:	JPMorgan Chase Bank, National Association, its attorney-in-fact
By
Name:
Title:

Signature Page to

Second Amended and Restated Sale and Servicing Agreement

ACKNOWLEDGED AND CONSENTED TO:

FAIRWAY FINANCE COMPANY, LLC,

as a Noteholder

By

Name:

Title:

Signature Page to

Second Amended and Restated Sale and Servicing Agreement

SCHEDULE I

[RESERVED]

SCHEDULE II

[RESERVED]

SCHEDULE III

SCHEDULE OF REPRESENTATIONS

[To come]

EXHIBIT A

FORM OF ASSIGNMENT

This Assignment and Assumption Agreement (“Assignment”) is made as of                     , 200   (the “Deposit Date”), by and between Bay View Warehouse Corporation, a Delaware corporation (“Assignor”), and Bay View 2005 Warehouse Trust, a Delaware statutory trust (“Assignee”), with reference to the following facts:

RECITALS:

A. In connection with the deposit of certain receivables and related assets of Assignor in conjunction with the issuance on the Initial Closing Date of variable funding notes (the “Notes”) by the Assignee, Assignee and the Assignor have executed the Second Amended and Restated Sale and Servicing Agreement dated as of September 7, 2006 (as amended, restated, supplemented or otherwise modified, the “Sale and Servicing Agreement”).

B. In connection with the Sale and Servicing Agreement, the Assignor desires to assign and transfer to Assignee all of Assignor’s right, title and interest in and to each of the Receivables listed in Schedule I hereto and the related Deposited Assets (the “Assets”).

C. Assignee desires to accept the Assignment and transfer of the Assets on the Deposit Date.

D. Terms used but not defined herein have the meanings ascribed to them in the Sale and Servicing Agreement.

Now Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and in consideration of the mutual covenants set forth herein, the Assignor and Assignee hereby agree as follows:

1. Assignment. The Assignor hereby assigns, conveys, grants and transfers, without recourse except as provided in the Sale and Servicing Agreement, to Assignee (and the successors and assigns of Assignee) the following property:

1.1. The Assignor’s right, title and interest in and to the Receivables described and listed on Schedule I hereto and related Financed Vehicles and Deposited Assets.

1.2. All of Assignor’s right, title and interest in and to the Financed Vehicles.

1.3. All of Assignor’s rights, title and interest in the other Deposited Assets relating to each such Receivable.

2. Further Assurances. The Assignor and Assignee each hereby agree to provide such further assurances and to execute and deliver such documents and to perform all such other acts as are necessary or appropriate to consummate and effectuate this Assignment, including, without limitation, those set forth in Section 5.01 of the Sale and Servicing Agreement.

3. Distinct Entities. The Assignor and Assignee hereby acknowledge that for all purposes the Assignor and Assignee are each separate and distinct legal entities. Accordingly, the Assignor shall not be liable to any third party for the debts, obligations and liabilities of the Assignee; and Assignee shall not be liable to any third party for the debts, obligations and liabilities of the Assignor.

4. Governing Law. This Assignment shall be governed by and interpreted in accordance with the laws of the State of New York including Sections 5-1401 and 5-1402 of the New York General Obligations Law but otherwise without regard to the conflicts of law principles thereof.

5. Authority. The Assignor and Assignee each hereby represent respectively that they have full power and authority to enter into this Assignment.

6. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument.

7. Successors and Assigns. The Assignor and Assignee each agree that this Assignment will be binding and will inure to the benefit of the Assignor and its successors and assigns and the Assignee and its successors and assigns.

8. Third Party Beneficiaries. This Assignment shall inure to the benefit of the Indenture Trustee on behalf of the Noteholders and their respective successors and assigns.

IN WITNESS WHEREOF, this Assignment has been executed as of the date first above written.

BAY VIEW WAREHOUSE CORPORATION,
Assignor
By:
Name:
Title:
BAY VIEW 2005 WAREHOUSE TRUST, Assignee
By:	AmeriCredit Financial Services, Inc., as its attorney-in-fact
By:
Name:
Title:

EXHIBIT B

[RESERVED.]

EXHIBIT C

[RESERVED]

EXHIBIT D

MONTHLY SERVICER REPORT

EXHIBIT E

[RESERVED]

EXHIBIT F

FORM OF AGREED UPON PROCEDURES LETTER

EXHIBIT G

POST OFFICE BOXES AND LOCAL BANK ACCOUNT

Post Office Boxes:

AmeriCredit Financial Services, Inc.

P.O. Box 78143

Phoenix, AZ 85062-8143

Local Bank Account:

JPMorgan Chase Bank, National Association

Account Number 000000662632900

EX-99.4

Exhibit 99.4

EXECUTION COPY

BAY VIEW 2005 WAREHOUSE TRUST

ISSUER

AND

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

INDENTURE TRUSTEE

SECOND AMENDED AND RESTATED INDENTURE

DATED AS OF SEPTEMBER 1, 2006

$450,000,000

BAY VIEW 2005 WAREHOUSE TRUST

AUTOMOBILE RECEIVABLES-BACKED NOTES, SERIES 2005-1

Table of Contents

		Page
Article I
	Definitions	2
	Section 1.01. General Definitions	2
	Section 1.02. Calculations	30
Article II
	The Notes; Reconveyance	31
	Section 2.01. General.	31
	Section 2.02. Forms of Notes	31
	Section 2.03. Payment of Principal and Interest	32
	Section 2.04. Payments to Noteholders	32
	Section 2.05. Execution, Authentication, Delivery and Dating	32
	Section 2.06. Registration, Registration of Transfer and Exchange	33
	Section 2.07. Transfer and Exchange	34
	Section 2.08. Mutilated, Destroyed, Lost or Stolen Notes	35
	Section 2.09. Persons Deemed Noteholders	35
	Section 2.10. Cancellation of Notes	36
	Section 2.11. Conditions to Closing	36
	Section 2.12. Funding Events	36
	Section 2.13. Fundings	37
	Section 2.14. Fundings by Noteholders	38
	Section 2.15. Access to List of Noteholders’ Names and Addresses	39
Article III
	Covenants; Collateral; Representations; Warranties	39
	Section 3.01. Performance of Obligations	39
	Section 3.02. Negative Covenants	40
	Section 3.03. Money for Note Payments	40

Table of Contents

		Page
	Section 3.04. Restriction of Issuer Activities	42
	Section 3.05. Protection of Trust Estate	43
	Section 3.06. Opinions as to Trust Estate	45
	Section 3.07. Statement as to Compliance	46
	Section 3.08. Limitations on Lien	46
	Section 3.09. Recording	46
	Section 3.10. Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants	46
	Section 3.11. Providing of Notice	49
	Section 3.12. Representations and Warranties of the Issuer	49
	Section 3.13. Representations and Warranties of the Indenture Trustee	53
	Section 3.14. Performance of Obligation	53
	Section 3.15. Hedge Agreement Provisions.	55
Article IV
	Administration and Servicing of Receivables	56
	Section 4.01. Sale and Servicing Agreement	56
Article V
	Accounts, Collections, Payments of Interest and Principal, Releases, Spread Account, and Statements to Noteholders	57
	Section 5.01. Accounts	57
	Section 5.02. Collection Account and Spread Account	59
	Section 5.03. Distribution of Funds in the Collection Account	60
	Section 5.04. Note Payments	62
	Section 5.05. Statements to Noteholders; Tax Returns	63
	Section 5.06. Reports by Indenture Trustee	64
	Section 5.07. Final Balances	64

Table of Contents

		Page
Article VI
	Repayment of Notes	64
	Section 6.01. Optional Repayment	64
	Section 6.02. Repayment Payments	65
	Section 6.03. Cancellation of Notes	65
	Section 6.04. Release of Collateral	65
Article VII
	The Indenture Trustee	66
	Section 7.01. Duties of Indenture Trustee	66
	Section 7.02. Notice of Termination Event, Default, Servicer Event of Default or Event of Default	69
	Section 7.03. Rights of Indenture Trustee	69
	Section 7.04. Not Responsible for Recitals, Issuance of Notes or Application of Moneys as Directed	70
	Section 7.05. May Hold Notes	70
	Section 7.06. Money Held in Trust	70
	Section 7.07. Compensation and Reimbursement	70
	Section 7.08. Eligibility; Disqualification	72
	Section 7.09. Indenture Trustee’s Capital and Surplus	72
	Section 7.10. Resignation and Removal; Appointment of Successor	72
	Section 7.11. Acceptance of Appointment by Successor	73
	Section 7.12. Merger, Conversion, Consolidation or Succession to Business of Indenture Trustee	73
	Section 7.13. Co-trustees and Separate Indenture Trustees	74
	Section 7.14. Books and Records	75
	Section 7.15. Control	75
	Section 7.16. Suits for Enforcement	75

Table of Contents

		Page
Article VIII
	Event of Default	76
	Section 8.01. Events of Default	76
	Section 8.02. Actions of Indenture Trustee	77
	Section 8.03. Indenture Trustee May File Proofs of Claim	78
	Section 8.04. Indenture Trustee May Enforce Claim Without Possession of Notes	78
	Section 8.05. Knowledge of Indenture Trustee	79
	Section 8.06. Limitation on Suits	79
	Section 8.07. Unconditional Right of Noteholders to Receive Principal and Interest	79
	Section 8.08. Restoration of Rights and Remedies	79
	Section 8.09. Rights and Remedies Cumulative	80
	Section 8.10. Delay or Omission; Not Waiver	80
	Section 8.11. Control by Noteholders	80
	Section 8.12. Waiver of Certain Events by Less than All Noteholders	80
	Section 8.13. Undertaking for Costs	81
	Section 8.14. Waiver of Stay or Extension Laws	81
	Section 8.15. Sale of Trust Estate	81
	Section 8.16. Action on Notes	82
Article IX
	Supplemental Indentures	82
	Section 9.01. Supplemental Indentures Without Noteholder Approval	82
	Section 9.02. Supplemental Indentures with Consent of Noteholders	83
	Section 9.03. Execution of Amendments and Supplemental Indentures	84
	Section 9.04. Effect of Amendments and Supplemental Indentures	84
	Section 9.05. Reference in Notes to Amendments and Supplemental Indentures	84

Table of Contents

		Page
	Section 9.06. Indenture Trustee to Act on Instructions	85
Article X
	Miscellaneous	85
	Section 10.01. Compliance Certificates and Opinions; Furnishing of Information	85
	Section 10.02. Form of Documents Delivered to Indenture Trustee	85
	Section 10.03. Acts of Noteholders	86
	Section 10.04. Notices, Etc	87
	Section 10.05. Notices and Reports to Noteholders; Waiver of Notices	89
	Section 10.06. Rules by Indenture Trustee	90
	Section 10.07. Issuer Obligation	90
	Section 10.08. Enforcement of Benefits	90
	Section 10.09. Effect of Headings and Table of Contents	90
	Section 10.10. Successors and Assigns	90
	Section 10.11. Separability	90
	Section 10.12. Benefits of Indenture	90
	Section 10.13. Legal Holidays	91
	Section 10.14. Governing Law	91
	Section 10.15. Counterparts	91
	Section 10.16. Recording of Indenture	91
	Section 10.17. Further Assurances	91
	Section 10.18. No Bankruptcy Petition Against the Issuer	91
	Section 10.19. Limitation of Liability	92
	Section 10.20. Limitation on Recourse	92
	Section 10.21. Confidentiality	92
	Section 10.22. Amendment and Restatement	93

Table of Contents

		Page
Article XI
	Termination	93
	Section 11.01. Termination of Indenture	93

Exhibit A	—	Form of Funding Certificate	A-1
Exhibit B	—	Form of Request for Release	B-1
Exhibit C	—	Form of Notice of Funding	C-1
Exhibit D	—	Form of Note	D-1
Exhibit E	—	Form of Transferee Letter	E-1
Exhibit F	—	Restatement Date Closing Documents	F-1

THIS SECOND AMENDED AND RESTATED INDENTURE (as amended or supplemented from time to time, the “Indenture”) is dated and made as of September 1, 2006, between Bay View 2005 Warehouse Trust, a statutory trust organized under the laws of the State of Delaware, as issuer (the “Issuer”), and JPMorgan Chase Bank, National Association, a national banking association, as trustee (the “Indenture Trustee”).

PRELIMINARY STATEMENT

WHEREAS, the Issuer and the Indenture Trustee are parties to the Amended and Restated Indenture, dated as of November 11, 2005 (as amended, supplemented or modified prior to the effectiveness hereof, the “Prior Agreement”), which Prior Agreement amended and restated the Indenture, dated as of June 20, 2005 (the “Initial Closing Date”) between the Issuer and the Indenture Trustee;

WHEREAS, this Indenture amends and restates the Prior Agreement; and

WHEREAS, the Prior Agreement duly authorized the execution and delivery of the Issuer’s Automobile Receivables-Backed Notes, Series 2005-1 (hereinafter called the “Notes”). All covenants and agreements made by the Issuer herein are for the benefit and security of the Noteholders. The Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Noteholders, the Agent and the Financial Institutions, as their interests may appear, all of the rights, title, interest and benefits of the Issuer in and to (a) the Receivables identified on the Schedule of Receivables acquired by the Issuer on the Initial Closing Date and on each Funding Date and all moneys received thereon on or after the applicable Cutoff Date; (b) the security interest of the Issuer in the Financed Vehicles Granted by the Obligors pursuant to such Receivables and any accessions thereto, and other interests of the Issuer in the Financed Vehicles and accessions, including, without limitation, the related Certificates of Title; (c) any service warranties and service contracts and any physical damage, credit life, risk default, disability, gap or other insurance policies covering the Financed Vehicles or the related Obligors and any refunds in connection therewith relating to Receivables (including, without limitation, State tax refunds) and any proceeds from liquidation of the Receivables or Financed Vehicles received after the related Cutoff Date; (d) all property (including the right to receive future Recoveries) that shall secure a Receivable; (e) the rights that relate to a Receivable under each Dealer Agreement and each Originating Affiliate Agreement and the rights under the Contribution Agreement, the Sale and Servicing Agreement, the Custodian Agreement, each Contributor Assignment and each Depositor Assignment, including, but not limited to, any recourse against any Dealer, any Originating Affiliate, the Contributor or the Depositor and any rights or benefits of the Issuer under the Sale and Servicing Agreement and the Custodian Agreement; (f) rebates or refunds of premiums and other amounts relating to insurance policies and other items financed under the

Receivables or otherwise covering an Obligor or a Financed Vehicle; (g) amounts from time to time deposited in the Collection Account and the Spread Account and investments thereof; (h) the original retail installment contracts and security agreements and any amendments thereof evidencing the Receivables; (i) all documentation in the Custodian File and other documents maintained by the Contributor according to its customary procedures with respect to the Receivables, Financed Vehicles, Accounts or Obligors; (j) each Hedge Agreement entered into by the Issuer pursuant to the terms of Section 3.15 hereof and all payments made to the Issuer or the Servicer by the Hedge Counterparty pursuant to any Hedge Agreement; and (k) the proceeds of any and all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property whether now existing or hereinafter arising.

Such Grants are made in trust, to secure payments of amounts due with respect to the Notes ratably and without prejudice, priority or distinction between the Notes, and to secure (i) the payment of all amounts on the Notes as such amounts become due in accordance with their terms, (ii) the payment of all other sums payable in accordance with the provisions of this Indenture, and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms and provisions of this Indenture and subject to the conditions hereof.

PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Notes and the interest due or to become due on the Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, and payments shall be made into the Collection Account as required under this Indenture and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Issuer, and the Issuer shall pay or cause to be paid to the Indenture Trustee and all of its agents for the registration, authentication, transfer or exchange of Notes all sums of money due or to become due to it or them in accordance with the terms and provisions hereof, then this Indenture and the rights hereby Granted shall cease, terminate and be void; otherwise, except as provided in Article XI hereof, this Indenture shall be and remain in full force and effect.

Article I

Definitions

Section 1.01. General Definitions. Except as otherwise specified or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Capitalized terms not defined herein shall have the meanings ascribed to such terms as set forth in the Sale and Servicing Agreement or, if not defined therein, in the Contribution Agreement.

2

“ABS Speed” means, at any time, the assumed rate of prepayments on the Receivables based upon the “Absolute Prepayment Model” applied in accordance with the then current market standards.

“Account Property” means the Accounts and all proceeds of the Accounts, including, without limitation, all amounts and investments held from time to time in any Account (whether in the form of deposit accounts, book-entry securities, uncertificated securities, security entitlements (as defined in Section 8-102(a)(17) of the UCC as enacted in the State of New York), financial assets (as defined in Section 8-102(a)(9) of the UCC), or any other investment property (as defined in Section 9-102(a)(49) of the UCC).

“Accounts” means, collectively, the Collection Account and the Spread Account.

“Act” has the meaning specified in Section 10.03 hereof.

“Additional Note Principal Balance” has the meaning set forth in Section 2.13(a).

“Adjusted Equity” means, with respect to AmeriCredit Corp., at any time and determined in accordance with U.S. generally accepted accounting principles as in effect at such time, consistently applied, the net worth of AmeriCredit Corp. at such time less the sum of (i) the intangible assets of AmeriCredit Corp. at such time and (ii) interest-only receivables of AmeriCredit Corp. from securitization trusts offset by any related interest rate swap valuation, adjusted for taxes (based on the effective tax rate as presented in the most recent report on Form 10-K or periodic report on Form 10-Q, as applicable, filed by AmeriCredit Corp. with the Securities and Exchange Commission) at such time.

“Administrative Agent” shall have the meaning ascribed thereto in the Note Purchase Agreement.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. A person shall not be deemed to be an Affiliate of any person solely because such other Person has the contractual right or obligation to manage such Person, unless such other Person controls such Person through equity ownership or otherwise.

“Agent” means the Lender Group Agents and the Administrative Agent.

“Aggregate Receivable Balance” means, (i) with respect to the Initial Closing Date, the aggregate Receivable Balance of the Receivables as of the Initial Cutoff Date, (ii) with respect to any Funding Date, the aggregate Receivable Balance of the related Subsequent Receivables as of the related Cutoff Date plus the aggregate Receivable Balance of all other Receivables as of such Funding Date and (iii) with respect to any other date of determination, the aggregate Receivable Balance on such date of determination of all Receivables owned by the Issuer and Granted to the Indenture Trustee as of such date of determination.

3

“Allocable Portion” has the meaning specified in Section 6.01 hereof.

“Applicable Caps” has the meaning set forth in the definition of Hedged Note Rate.

“Applicable Swaps” has the meaning set forth in the definition of Hedged Note Rate.

“AmeriCredit” means AmeriCredit Financial Services, Inc.

“Amount Financed” means, with respect to a Receivable the amount advanced under the Receivable toward the purchase price of the related Financed Vehicle and any related costs, including but not limited to, service warranties and service contracts, and physical damage, credit life, risk default, disability or gap insurance covering the Financed Vehicle.

“Annual Percentage Rate” or “APR” means, with respect to a Receivable, the annual rate of finance charges stated in the retail installment contract and security agreement evidencing such Receivable.

“Authorized Officer” means, with respect to the Issuer, any officer of the Owner Trustee or agent acting pursuant to a power of attorney of the Issuer, and with respect to any other Person, the Chairman, Co-Chairman or Vice Chairman of the Board of Directors, the President, any Vice President, or the Treasurer of such Person.

“Backup Servicer” means JPMorgan Chase Bank, National Association, and any successor Backup Servicer under the Sale and Servicing Agreement.

“Bank of Montreal” means Bank of Montreal, a Canadian chartered bank acting through its Chicago Branch.

“Base Rate” means a per annum rate equal to the greater of (A) JPMorgan’s Prime Rate less two percent (2.00%) and (B) the sum of the Federal Funds Rate plus one-half percent (0.50%).

“Bay View Acceptance” means Bay View Acceptance Corporation, a Nevada corporation.

“Benefit Plan” has the meaning specified in Section 2.07(b).

“Breakage Costs” means the cost, if any, of terminating or adjusting any Hedge Transaction or Hedge Transactions, as the case may be, incurred in conjunction with the early repayment of Notes.

“Broken Funding Costs” means with respect to the early repayment of any Note, any loss (including loss of profit), cost or expense incurred by the applicable Noteholder (as reasonably determined by the Agent) as a result of such repayment, such compensation to be an amount equal to the Note Interest that would have accrued on the amount so repaid from the date of such repayment to the date of the scheduled repayment, net of any income received by the Noteholder over such time period from investing the amount of such early repayment.

4

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banking or federal institutions in New York, New York, Fort Worth, Texas, Wilmington, Delaware, or in the city in which the Corporate Trust Office of the Indenture Trustee is located are authorized or obligated by law or executive order to be closed.

“Calculation Date” means, with respect to a Payment Date or a Repayment Date, the last Business Day of the calendar month immediately preceding the month of such Payment Date or Repayment Date.

“Certificate of Title” means, with respect to each Financed Vehicle, the original certificate of title or certificate of lien or other notification issued by the Registrar of Titles of the applicable state to a secured party which indicates that the lien of the secured party on such Financed Vehicle is recorded on the original certificate of title. In any jurisdiction in which the original certificate of title is required to be given to an Obligor, the term “Certificate of Title” shall mean only a certificate or notification issued to a secured party. With respect to Financed Vehicles registered in states which issue confirmation of the lienholder’s interest electronically, the Certificate of Title may consist of notification of an electronic recordation by either a third party service provider or the relevant Registrar of Titles of the applicable state which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable state.

“Certificate of Trust” means the certificate of trust of the Issuer substantially in the form of Exhibit B to the Issuer Trust Agreement.

“Change of Control” means (a) any event, transaction or occurrence as a result of which (1) AmeriCredit ceases to be a direct or indirect wholly-owned subsidiary of AmeriCredit Corp., (2) the Depositor ceases to be a direct or indirect wholly-owned subsidiary of AmeriCredit, or (3) the Depositor shall cease to own and control 100% of the beneficial interests in the Issuer; or (b) a change resulting when any Unrelated Person or any Unrelated Persons, acting together, that would constitute a Group together with any Affiliates or Related Persons thereof (in each case also constituting Unrelated Persons) shall at any time either (1) Beneficially Own more than 30% of the aggregate voting power of all classes of Voting Stock of AmeriCredit Corp. or (2) succeed in having sufficient of its or their nominees elected to the Board of Directors of AmeriCredit Corp. such that such nominees when added to any existing director remaining on the Board of Directors of AmeriCredit Corp. after such election who is an Affiliate or Related Person of such Person or Group, shall constitute a majority of the Board of Directors of AmeriCredit Corp. As used herein, (i) “Beneficially Own” shall mean “beneficially own” as defined in Rule 13d-3 of the Exchange Act, or any successor provision thereto; provided, however, that, for purposes of this definition, a Person shall not be deemed to Beneficially Own securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates until such tendered securities are accepted for purchase or exchange; (ii) “Group” shall mean a “group” for purposes of Section 13(d) of the Exchange Act; (iii) “Unrelated Person” shall mean at any time any Person other than AmeriCredit Corp. or any of its subsidiaries, any of the shareholders of AmeriCredit Corp. on the Restatement Date and other than any trust for any employee benefit plan of AmeriCredit Corp. or any of its subsidiaries; (iv) “Related Person” of any Person shall mean any other Person owning (a) 5% or more of the outstanding common stock of such Person or (b) 5% or more of the Voting Stock of such Person; and (v) “Voting

5

Stock” of any Person shall mean the capital stock or other indicia of equity rights of such Person which at the time has the power to vote for the election of one or more members of the Board of Directors (or other governing body) of such Person.

“Code” means the Internal Revenue Code of 1986, as amended, including any successor or amendatory statutes and U.S. Department of the Treasury regulations promulgated thereunder.

“Collateral Test Amount” means, as of any Funding Date or Determination Date the difference between (a) the Receivables Advance Amount and (b) the Note Principal Balance as of such date.

“Collection Account” means the segregated trust account with that name established with and in the name of the Indenture Trustee pursuant to Section 5.01 hereof.

“Collection Period” means, with respect to a Payment Date or a Calculation Date immediately preceding any Payment Date, the period beginning on the first day of the calendar month immediately preceding such Payment Date and ending on the last day of such calendar month (each such calendar month and portion thereof being referred to as the “related” Collection Period with respect to a Payment Date or Calculation Date); provided, that the initial Collection Period shall begin on the Initial Cutoff Date and shall end on June 30, 2005.

“Collections” means all payments received with respect to the Receivables and other items of the Trust Estate, including, without limitation, Scheduled Obligor Payments, late fees, extension fees, Repurchase Prices and Recoveries.

“Commercial Paper” means promissory notes of any Noteholder issued by such Noteholder in the commercial paper market.

“Commitment Expiry Date” has the meaning ascribed thereto in the Note Purchase Agreement.

“Contribution Agreement” means the Amended and Restated Contribution Agreement, dated as of the Restatement Date, between the Contributor and the Depositor relating to the transfer of Receivables by the Contributor to the Depositor, as amended, modified or otherwise supplemented from time to time in accordance with the terms thereof.

“Contributor” means AmeriCredit, as assignee of Bay View Acceptance, and its successors.

“Contributor Financing Statement” means a UCC-1 financing statement naming the Depositor as the secured party and the Contributor as the debtor.

“Corporate Trust Office” means the office of the Indenture Trustee at which its corporate trust business shall be administered, which office at the date of this Indenture shall be 600 Travis St., 9^th Floor, Houston, TX 77002, Attention: Structured Finance—Bay View 2005, or such other address as shall be designated by the Indenture Trustee in a written notice to the Issuer, the Servicer, the Owner Trustee, the Noteholders and the Agent.

6

“CP Rate” shall have the meaning ascribed thereto in the Note Purchase Agreement.

“Cram Down Loss” means, with respect to any Receivable (other than a Defaulted Receivable) as to which any court in any bankruptcy, insolvency or other similar proceeding issues an order reducing the principal amount to be paid on such Receivable or otherwise modifies any payment terms with respect thereto, an amount equal to (i) the amount of the principal reduction ordered by such court or (ii) the difference between the principal balance of such Receivable at the time of such court order and the net present value (using a discount rate which is the higher of the APR of such Receivable or the rate of interest specified by such court order) of the then remaining Scheduled Obligor Payments as modified or restructured. A Cram Down Loss will be deemed to have occurred on the date of issuance of such court’s order.

“Current Peak Aggregate Receivables Balance” means the highest Aggregate Receivables Balance of all Eligible Receivables that occurred since the most recent Repayment Date associated with a term securitization, whole loan sale, or combination thereof.

“Current Peak Note Percentage Reserve Amount” means, as of any Funding Date or any other date of determination, an amount equal to the product of (i) Current Peak Aggregate Receivables Balance times (ii) 1 minus the Note Percentage.

“Custodian” means AmeriCredit, as assignee of Bay View Acceptance, in its capacity as custodian of the Custodian Files pursuant to the Custodian Agreement, and its permitted successors and assigns.

“Custodian Agreement” means that certain Amended and Restated Custodian Agreement, dated as of the Restatement Date, among the Custodian, the Indenture Trustee and the Issuer as the same may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof.

“Cutoff Date” means, with respect to the Initial Closing Date, the Initial Cutoff Date, and with respect to a Funding Date, the related Subsequent Cutoff Date.

“Dealer” means an automobile dealer which sold a Financed Vehicle to an Obligor and through which the respective Receivable was originated, which Receivable was assigned by such Dealer to the Contributor pursuant to the related Dealer Agreement and is being assigned by the Contributor to the Depositor pursuant to the Contribution Agreement, and assigned to the Issuer by the Depositor pursuant to the Sale and Servicing Agreement and Granted by the Issuer to the Indenture Trustee hereunder.

“Dealer Agreement” means an agreement between a Dealer and the Contributor regarding the terms and conditions of the acquisition by the Contributor from such Dealer of Receivables, which agreement includes (a) certain representations, warranties and covenants of such Dealer with respect to the Receivables sold by such Dealer and (b) the agreement of such Dealer to repurchase any Receivable with respect to which one or more of such representations and warranties has been breached.

7

“Default” means any event which results, or which with the giving of notice or the lapse of time or both would result, in an Event of Default or a Servicer Event of Default.

“Default Rate” means a per annum rate equal to Base Rate plus four percent (4.00%).

“Default Ratio” means, with respect to any Collection Period, a fraction, expressed as a percentage, equal to (i) the product of (a) 12 times (b) the excess of the aggregate of the Receivable Balances of all Receivables that became Defaulted Receivables during such Collection Period over Recoveries collected during such Collection Period, divided by (ii) the Aggregate Receivable Balance as of the first day of such Collection Period.

“Defaulted Receivable” means any Receivable as to which (i) 90 days have elapsed since the Servicer repossessed the related Financed Vehicle, (ii) the Servicer has determined in good faith that all amounts it expects to recover have been received or (iii) 10% or more of a Scheduled Obligor Payment shall have become 120 or more days delinquent, except in the case of a repossessed Financed Vehicle.

“Deficiency Claim Amount” means, with respect to any Determination Date, the amount, if any, by which the amount of the Monthly Available Funds (other than amounts to be transferred to the Collection Account from the Spread Account pursuant to Section 5.03(a)) is less than the sum of the amounts payable on the related Payment Date pursuant to priorities First through Sixteenth in Section 5.03(b) hereof.

“Delinquency Ratio” means, with respect to any Collection Period, a fraction, expressed as a percentage, (a) the numerator of which is equal to the aggregate of the Receivable Balances of all Receivables (other than a Defaulted Receivable) as to which 10% or more of any Scheduled Obligor Payment remains unpaid for thirty (30) days or more from the date on which it is due and payable at the end of such Collection Period, and (b) the denominator of which is equal to the Aggregate Receivable Balance as of the end of such Collection Period.

“Delinquent Receivable” means any Receivable (other than a Defaulted Receivable) as to which 10% or more of any Scheduled Obligor Payment remains unpaid for sixty (60) days or more from the date on which it is due and payable.

“Delivery” when used with respect to Account Property means:

(1)(a) with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-102(a)(47) of the UCC, transfer thereof:

(i) by physical delivery to the Indenture Trustee, indorsed to, or registered in the name of, the Indenture Trustee or its nominee or indorsed in blank;

(ii) by the Indenture Trustee continuously maintaining possession of such instrument; and

8

(iii) by the Indenture Trustee continuously indicating by book-entry that such instrument is credited to the related Account;

(b) with respect to a “certificated security” (as defined in Section 8-102(a)(4) of the UCC), transfer thereof:

(i) by physical delivery of such certificated security to the Indenture Trustee, provided that if the certificated security is in registered form, it shall be indorsed to, or registered in the name of, the Indenture Trustee or indorsed in blank;

(ii) by the Indenture Trustee continuously maintaining possession of such certificated security; and

(iii) by the Indenture Trustee continuously indicating by book-entry that such certificated security is credited to the related Account;

(c) with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to Federal book entry regulations, the following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC, transfer thereof:

(i) by (x) book-entry registration of such property to an appropriate book-entry account maintained with a Federal Reserve Bank by a securities intermediary which is also a “depositary” pursuant to applicable federal regulations and issuance by such securities intermediary of a deposit advice or other written confirmation of such book-entry registration to the Indenture Trustee of the purchase by the securities intermediary on behalf of the Indenture Trustee of such book-entry security; the making by such securities intermediary of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations as belonging to the Indenture Trustee and continuously indicating that such securities intermediary holds such book-entry security solely as agent for the Indenture Trustee or (y) continuous book-entry registration of such property to a book-entry account maintained by the Indenture Trustee with a Federal Reserve Bank; and

(ii) by the Indenture Trustee continuously indicating by book-entry that property is credited to the related Account;

(d) with respect to any asset in the Accounts that is an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC) and that is not governed by clause (c) above or clause (e) below:

(i) transfer thereof:

(A) by registration to the Indenture Trustee as the registered owner thereof, on the books and records of the issuer thereof; or

9

(B) by another Person (not a securities intermediary) who either becomes the registered owner of the uncertificated security on behalf of the Indenture Trustee, or having become the registered owner, acknowledges that it holds for the Indenture Trustee; or

(ii) the issuer thereof has agreed that it will comply with instructions originated by the Indenture Trustee with respect to such uncertificated security without further consent of the registered owner thereof; or

(e) in the case of each security in the custody of or maintained on the books of a clearing corporation (as defined in Section 8-102(a)(5)) or its nominee, by causing:

(i) the relevant clearing corporation to credit such security to a securities account of the Indenture Trustee at such clearing corporation; and

(ii) the Indenture Trustee to continuously indicate by book-entry that such security is credited to the related Account;

(f) with respect to a “security entitlement” (as defined in Section 8-102(a)(17) of the UCC) to be transferred to or for the benefit of the Indenture Trustee and not governed by clauses (c) or (e) above: if a securities intermediary (A) indicates by book entry that the underlying “financial asset” (as defined in Section 8-102(a)(9) of the UCC) has been credited to be the Indenture Trustee’s “securities account” (as defined in Section 8-501(a) of the UCC), (B) receives a financial asset from the Indenture Trustee or acquires the underlying financial asset for the Indenture Trustee, and in either case, accepts it for credit to the Indenture Trustee’s securities account or (C) becomes obligated under other law, regulation or rule to credit the underlying financial asset to the Indenture Trustee’s securities account, the making by the securities intermediary of entries on its books and records continuously identifying such security entitlement as belonging to the Indenture Trustee; and continuously indicating by book-entry that such securities entitlement is credited to the Indenture Trustee’s securities account; and by the Indenture Trustee continuously indicating by book-entry that such security entitlement (or all rights and property of the Indenture Trustee representing such securities entitlement) is credited to the related Account; and/or

(2) In the case of any such asset, such additional or alternative procedures as are now or may hereafter become appropriate to effect the complete transfer of ownership of, or control over, any such assets in the Accounts to the Indenture Trustee free and clear of any adverse claims, consistent with changes in applicable law or regulations or the interpretation thereof.

In each case of delivery contemplated herein, the Indenture Trustee shall make appropriate notations on its records, and shall cause the same to be made on the records of its nominees, indicating that securities are held in trust pursuant to and as provided in this Indenture.

“Delivery Date” has the meaning specified in Section 2.12(a)(i) hereof.

10

“Depositor” means Bay View Warehouse Corporation, a Delaware corporation, and its successors.

“Depositor Financing Statement” means a UCC-1 financing statement naming the Issuer as the secured party and the Depositor as the debtor.

“EBITDA” means, with respect to AmeriCredit Corp., earnings before interest, taxes, depreciation, and amortization, calculated in accordance with U.S. generally accepted accounting principles as in effect at the time of determination, consistently applied.

“Eligible Account” means either (a) a segregated account or accounts maintained with an Eligible Institution or (b) a segregated trust account or accounts maintained with the trust department of a federal or State chartered depository institution acceptable to the Agent, having capital and surplus of not less than $100,000,000, acting in its fiduciary capacity.

“Eligible Hedge Counterparty” means a Hedge Counterparty (i) whose long-term rating is at least A+ from Standard & Poor’s and A1 from Moody’s and whose short-term unsecured debt obligation rating is at least A-1/P-1 by Standard & Poor’s and Moody’s, respectively, or (ii) which has otherwise been consented to by the Majority Holders.

“Eligible Institution” means an institution whose deposits are insured by the Federal Deposit Insurance Corporation, the unsecured and uncollateralized long-term debt obligations of which institution shall be rated “A+” or higher by S&P and “Aa2” or higher by Moody’s and the short-term debt obligations of which have the highest short term rating by each of the Rating Agencies, and which is (i) a federal savings and loan association duly organized, validly existing and in good standing under the federal banking laws, (ii) an institution duly organized, validly existing and in good standing under the applicable banking laws of any State, (iii) a national banking association duly organized, validly existing and in good standing under the federal banking laws or (iv) a subsidiary of a bank holding company.

“Eligible Investments” means any one or more of the following obligations or securities:

(a) (i) direct interest-bearing obligations of, and interest-bearing obligations guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States; and (ii) direct interest-bearing obligations of, and interest-bearing obligations guaranteed as to payment of principal and interest by, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, but only if, at the time of investment, such obligations are assigned the highest credit rating by each Rating Agency;

(b) demand and time deposits in, certificates of deposit of, or bankers acceptances issued by, any depository institution or trust company (including the Indenture Trustee or any Affiliate of the Indenture Trustee, acting in their respective commercial capacities) incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or State banking authorities, the commercial paper or other short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution which is the

11

principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding company) having a rating of no less than “A-1” by Standard & Poor’s and “P-1” by Moody’s;

(c) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any State thereof which have a rating of no less than “A-1+” by Standard & Poor’s and “P-1” by Moody’s;

(d) commercial paper (including both non-interest bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the closing date thereof) having the highest commercial paper rating from Standard & Poor’s and Moody’s;

(e) money market mutual funds registered under the 1940 Act which invest only in other Eligible Investments, having a rating, at the time of such investment, of no less than “Aaa” by Moody’s and “AAAm” by Standard & Poor’s.

The Indenture Trustee may purchase from or sell to itself or an Affiliate, as principal or agent, the Eligible Investments listed above. All Eligible Investments in an Account shall be made in the name of the Indenture Trustee for the benefit of the Noteholders.

“Eligible Receivable” means, with respect to any day, a Receivable in respect of which (i) on such day, each of the representations and warranties set forth in Part I of each of the Schedule of Representations attached as Schedule II to the Contribution Agreement and the Schedule of Representations attached as Schedule III to the Sale and Servicing Agreement is true and correct; and (ii) as of the Cutoff Date related to the Funding Date for such Receivable, each of the representations and warranties set forth in Part II of each of the Schedule of Representations attached as Schedule II to the Contribution Agreement and the Schedule of Representations attached as Schedule III to the Sale and Servicing Agreement were true and correct.

“ERISA” has the meaning specified in Section 2.07(b) hereof.

“Event of Default” has the meaning specified in Section 8.01 hereof.

“Excess Spread” means, with respect to any Determination Date, the weighted average APR of the Receivables as of the last day of the prior Collection Period less the sum of (a) (i) if, as of the last day of the prior Collection Period, Hedge Agreements were in effect, the Hedged Note Rate or (ii) at all other times, the weighted average of the Note Interest Rates for all Outstanding Notes for such Collection Period, (b) the Program Fee Rate, (c) the Servicing Fee Rate and (d) the Default Ratio for the related Collection Period.

“Excess Spread Trigger Event” means with respect to any Determination Date, the Three Month Average Excess Spread with respect to such Determination Date is less than 2.0% per annum.

“Excess Spread Trigger Period” means a period commencing upon the occurrence of an Excess Spread Trigger Event and continuing until the first Determination Date thereafter on which the Three Month Average Excess Spread on such Determination Date and on each of the two preceding Determination Dates exceeds 2.00% per annum.

12

“Excess Spread Trigger Period Percentage” means as of any Determination Date during an Excess Spread Trigger Period, the product of (a) the greatest amount by which 2.00% per annum exceeded the Three Month Average Excess Spread (rounded to the nearest hundredth of one percent) on such Determination Date or any preceding Determination Date during such Excess Spread Trigger Period and (b) 1.5.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fairway” Fairway Finance Company, LLC, a Delaware limited liability company, the administrator for which is BMO Capital Markets Corp., and its successors and assigns.

“Fairway Lender Group” means Fairway Finance Company, LLC and Bank of Montreal.

“Falcon” means Falcon Asset Securitization Company LLC, a Delaware limited liability company, and its successors and assigns.

“Falcon Lender Group” means Falcon and JPMorgan.

“Federal Funds Rate” means for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:30 a.m. (Chicago time) for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means a collective reference to that certain Fee Letter, dated as of the Initial Closing Date, from the Agent and acknowledged and agreed to by the Issuer, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

“Financed Vehicle” means a new or used automobile, van, light-duty truck, sport utility vehicle or recreational vehicle, together with all accessions thereto, securing an Obligor’s indebtedness under the respective Receivable.

“Financial Institutions” means the liquidity banks party to the Liquidity Agreement as “Assignees”.

“Financing Statements” means, collectively, the Contributor Financing Statement, the Depositor Financing Statement and the Issuer Financing Statement.

“Funding Certificate” means an Officer’s Certificate relating to a Subsequent Transfer substantially in the form of Exhibit A hereto.

13

“Funding Date” means each Business Day on which Subsequent Receivables are assigned by the Contributor to the Depositor and by the Depositor to the Issuer; provided, that there may be no more than two (2) Funding Dates in any calendar week.

“Funding Documents” has the meaning specified in Section 3.14(f) hereof.

“Funding Period” means the period from the Initial Closing Date until the earliest to occur of (i) 30 days’ written notice by the Issuer to the Servicer, the Agent and the Indenture Trustee that such Person is directing the end of the Funding Period, (ii) the day on which a Default, an Event of Default or a Termination Event occurs, and (iii) the Commitment Expiry Date under the Note Purchase Agreement.

“Grant” means to pledge, create and grant a security interest in and with regard to property. A Grant of a Receivable or of any other instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate and continuing right to claim for, collect, receive and give receipts for principal and interest payments in respect of such collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything which the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Hedge Agreement” means any financial futures contract, option, forward contract, warrant, swap, swaption, collar, floor, cap or other agreement, instrument and derivative and other transactions of a similar nature (whether currency linked, rate linked, index linked, insurance risk linked, credit risk linked or otherwise) entered into by the Issuer and approved in writing by the Agent, including, without limitation cash deposits to cover the cost of entering into additional hedge agreements.

“Hedge Counterparty” means any entity that is a dealer in any financial futures contract, option, forward contract, warrant, swap, swaption, collar, floor, cap or other agreement, instrument and derivative and other transactions of a similar nature (whether currency linked, rate linked, index linked, insurance risk linked, credit risk linked or otherwise).

“Hedge Percentage” means, with respect to any Determination Date and any Hedge Agreement, an amount equal to the quotient of (a) the notional amount of such Hedge Agreement as of the last day of the prior Collection Period, divided by (b) the Note Principal Balance as of the last day of the prior Collection Period; provided, that for any Determination Date in respect of which the sum of the Hedge Percentages for all Applicable Caps and Applicable Swaps in effect as of the last day of the prior Collection Period would be greater than 100% based on the foregoing calculation (such Determination Date, an “Overhedge Date”), the sum of the Hedge Percentages for all such Applicable Caps shall be deemed to be equal to 100% minus the sum of the Hedge Percentages for all such Applicable Swaps.

“Hedge Transaction” means each financial futures contract, option, forward contract, warrant, swap, swaption, collar, floor, cap or other transaction between the Issuer and a Hedge Counterparty that is governed by a Hedge Agreement.

14

“Hedged Note Rate” means, with respect to any Determination Date, the sum of

(a) the lesser of (i) the product of (x) the weighted average of the Note Interest Rates for all Outstanding Notes for the prior Collection Period, multiplied by (y) the sum of the Hedge Percentages for all Hedge Agreements in effect as of the last day of the prior Collection Period that were interest rate cap agreements (the “Applicable Caps”) and (ii) the product of (x) the weighted (on the basis of notional amounts) average “strike price” for all Applicable Caps (except that, on any Overhedge Date, such weighted average shall be determined based on Applicable Caps or portions thereof (selected based on the Applicable Caps with the lowest strike prices) with an aggregate notional amount equal to (1) the Note Principal Balance as of the last day of the prior Collection Period, multiplied by (2) one minus the sum of the Hedge Percentages for all Applicable Swaps in effect as of the last day of the prior Collection Period), multiplied by (y) the sum of the Hedge Percentages for all Applicable Caps,

(b) the product of (i) the weighted (on the basis of notional amounts) average fixed rate payable by the Issuer under all Hedge Agreements in effect as of the last day of the prior Collection Period that were fixed rate/floating rate swaps (the “Applicable Swaps”), multiplied by (ii) the sum of the Hedge Percentages for all Applicable Swaps, and

(c) (i) with respect to any Overhedge Date, zero, and (ii) with respect to any other Determination Date, the product of (x) the weighted average of the Note Interest Rates for all Outstanding Notes for the prior Collection Period, multiplied by (y) the remainder of 1 minus the sum of the Hedge Percentages for all Applicable Caps and all Applicable Swaps.

“Holder” means a Noteholder.

“Increased Costs” has the meaning specified in Section 3.14(f) hereof.

“Incremental Trigger Amount” means, with respect to any Determination Date, that portion, if any, of the Requisite Amount due solely to (a) in the case of the first Determination Date in an Excess Spread Trigger Period, the existence of an Excess Spread Trigger Period Percentage, or (b) with respect to any other Determination Date, an increase in the Excess Spread Trigger Period Percentage since the previous Determination Date.

“Indebtedness” means, with respect to any Person at any time, (a) indebtedness or liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or other instruments, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as lessee under leases which should have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; (c) current liabilities of such Person in respect of unfunded vested benefits under plans covered by Title IV of ERISA; (d) obligations issued for or liabilities incurred on the account of such Person; (e) obligations or liabilities of such Person arising under acceptance facilities; (f) obligations of such Person under any guarantees, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to

15

provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; (g) obligations of such Person secured by any lien on property or assets of such Person, whether or not the obligations have been assumed by such Person; or (h) obligations of such Person under any interest rate or currency exchange agreement.

“Indenture” or “this Indenture” means this Second Amended and Restated Indenture dated as of the date hereof, as supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. All references in this Indenture to designated “Articles,” “Sections,” “Subsections” and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Indenture. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.

“Indenture Trustee” means JPMorgan Chase Bank, National Association, solely in its capacity as trustee hereunder, until a successor Person shall have become the Indenture Trustee pursuant to the applicable provisions of this Indenture, and thereafter “Indenture Trustee” means such successor Person.

“Indenture Trustee Fee” means the fee payable to the Indenture Trustee for services rendered as Indenture Trustee, determined pursuant to the letter agreement, dated as of September 1, 2006, titled JPMorgan Chase Bank Bay View Auto Acceptance 2005-1 $450 Million Warehouse Financing Indenture Trustee, Paying Agent, Registrar Services.

“Independent Directors” has the meaning set forth in the certificate of incorporation of the Depositor.

“Independent Public Accountants” means any firm of nationally recognized independent certified public accountants.

“Interest Expense” means, with respect to AmeriCredit Corp. on a consolidated basis and for any period, AmeriCredit Corp.’s interest expense during such period for money borrowed (exclusive of any such interest expense on any “off-balance sheet” securitizations or “off-balance sheet” warehouse facilities), calculated in accordance with U.S. generally accepted accounting principles as in effect at the time of determination, consistently applied.

“Interest Rate Hedge Cap Strike Price/Swap Fixed Rate” means, with respect to a Hedge Agreement which is an interest rate cap agreement, the “strike price” set forth in such Hedge Agreement, and with respect to a Hedge Agreement which is a fixed rate/floating rate swap, the fixed rate payable by the Issuer thereunder.

“Initial Closing Date” has the meaning set forth in the Preliminary Statement.

“Initial Cutoff Date” means the close of business on June 20, 2005.

“Initial Funding Date” means June 20, 2005.

“Initial Purchasers” means each of Falcon and Fairway and their successors and assigns.

16

“Initial Receivables” means the Receivables acquired by the Issuer and granted to the Indenture Trustee on the Initial Closing Date.

“Insurance Proceeds” means, with respect to a Financed Vehicle and the related Receivable, any amount received during the related Collection Period pursuant to any risk default policy, physical damage policy, gap policy or any insurance maintained by the Obligor pursuant to the related Receivable, all of which amounts shall be deposited to the Collection Account.

“Interest Rate Period” means the period determined in accordance with Section 2.05(b) of the Note Purchase Agreement.

“Issuer” means Bay View 2005 Warehouse Trust, a Delaware statutory trust, and its successors and assigns.

“Issuer Financing Statement” means a UCC-1 financing statement naming the Indenture Trustee as the secured party and the Issuer as the debtor.

“Issuer Order” means a written order or request signed in the name of the Issuer by an Authorized Officer and delivered to the Indenture Trustee.

“Issuer Secured Obligations” means all amounts and obligations which the Issuer may at any time owe to or on behalf of the Indenture Trustee for the benefit of the Noteholders and the Agent under this Indenture or the Notes.

“Issuer Trust Agreement” means the Second Amended and Restated Trust Agreement of the Issuer, dated as of the Restatement Date, between the Depositor and the Owner Trustee, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

“JPMorgan” means JPMorgan Chase Bank, National Association, a national banking association, solely in its individual capacity and not as Indenture Trustee, and its successors.

“Lender Group” means the Falcon Lender Group or the Fairway Lender Group.

“Lender Group Agent” means, with respect to the Lender Group, JPMorgan, not in its individual capacity but as agent for the Fairway Lender Group, and with respect to the Falcon Lender Group, BMO Capital Markets Corp., as administrator for Fairway Finance Company, LLC, not individually but as agent for the Falcon Lending Group.

“LIBOR” shall have the meaning ascribed thereto in the Note Purchase Agreement.

“Lien” means any security interest, lien, charge, pledge, preference, equity or encumbrance of any kind including tax and mechanics’ liens and any other liens that attach by operation of law.

“Liquidity” means, with respect to any date, (A) unrestricted cash on such date (after giving effect to any repurchase of stock on such date) and (B) amounts available to be drawn

17

under the credit facilities of AmeriCredit Corp. and its consolidated subsidiaries, including amounts available to be drawn hereunder, so long as AmeriCredit Corp. and its consolidated subsidiaries can satisfy all conditions precedent to borrowing such amounts under such facilities.

“Liquidity Agreement” has the meaning ascribed thereto in the Note Purchase Agreement.

“Liquidity Commitment” means, for each Financial Institution, the commitment of such Financial Institution to purchase an interest in the Notes.

“Liquidity Funding Rate” means the greater of (A) the sum of (i) LIBOR and (ii) one percent (1.00%) and (B) the Base Rate.

“Local Bank” means JPMorgan or another financial institution acceptable to the Agent, in each case holding one or more collection accounts into which the Servicer deposits Collections from Obligors.

“Local Bank Account” has the meaning set forth in the Sale and Servicing Agreement.

“Long-term Rating Requirement” has the meaning specified in the definition of Eligible Hedge Counterparty.

“Majority Holders” means the Initial Purchasers (Falcon and Fairway must both consent), and other Noteholders, collectively, holding in the aggregate more than fifty percent (50%) of the Note Principal Balance.

“Managed Assets” means, as of any date, the aggregate outstanding balance of all receivables (whether or not thereafter sold or disposed of) that are serviced by AmeriCredit or any of its Affiliates as of such date but excluding receivables in which neither AmeriCredit nor any of its Affiliates has any direct or indirect beneficial interest, calculated in a manner consistent with the components of “managed receivables” in the most recent reports on Form 10-K or Form 10-Q filed by AmeriCredit Corp.

“Maturity Date” means the Payment Date occurring in the 97^th month following the final Funding Date.

“Maximum Outstanding Note Amount” means $450,000,000

“Monthly Available Funds” means, with respect to the immediately preceding Collection Period, (a) Collections, (b) earnings on Eligible Investments on deposit in the Collection Account and the Spread Account, (c) payments remitted to the Issuer or the Servicer by the Hedge Counterparty under any Hedge Agreement, (d) Servicer Advances, (e) amounts transferred to the Collection Account from the Spread Account pursuant to Section 5.03(a) and (f) payments remitted to the Indenture Trustee by the Depositor to prevent the occurrence of certain Termination Events.

“Moody’s” means Moody’s Investors Service, Inc. or its successor.

18

“1940 Act” means the Investment Company Act of 1940, as amended.

“Nonconforming Receivable” means a Receivable with respect to which it is determined by the Indenture Trustee (acting at the direction of the Agent) or the Servicer, at any time, that the Contributor, the Depositor or the Issuer breached one or more of the applicable representations or warranties regarding eligibility of such Receivable contained in the Contribution Agreement or the Sale and Servicing Agreement, respectively, at the time of (i) the assignment by the Contributor to the Depositor under the Contribution Agreement or (ii) the assignment by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement or (iii) the Grant by the Issuer to the Indenture Trustee under this Indenture.

“Note” or “Notes” means each Automobile Receivables-Backed Note, Series 2005-1, issued in accordance with the provisions of this Indenture.

“Note Interest” means, with respect to any Note,

(a) with respect to the initial Payment Date following the Initial Funding Date, the product of (x) 1/360 of the Note Interest Rate applicable to such Note in effect from time to time times (y) the actual number of days from and including the Initial Funding Date through the day immediately preceding such Payment Date times (z) the average daily outstanding Note Principal Balance of such Note for the period from and including the Initial Funding Date through the date immediately preceding such Payment Date, and

(b) with respect to any subsequent Payment Date, the sum of (i) the product of (x) 1/360 of the Note Interest Rate applicable to such Note in effect from time to time times (y) the actual number of days from and including the previous Payment Date through the day immediately preceding such subsequent Payment Date times (z) the average daily outstanding Note Principal Balance of such Note for the period from and including the immediately preceding Payment Date (after giving effect to all payments of principal of the Notes on such immediately preceding Payment Date) through the date immediately preceding such subsequent Payment Date plus (ii) the Overdue Interest on such Note, if any.

“Note Interest Rate”: means, with respect to any Note:

(a) to the extent the Noteholder thereof funded or maintained its interest in the applicable Notes through the issuance of Commercial Paper, a rate equal to the CP Rate,

(b) to the extent the Noteholder thereof funded or maintained its interest in the applicable Notes through a funding under a Liquidity Agreement, a rate equal to the Liquidity Funding Rate, or

(c) otherwise, a per annum rate equal to (i) LIBOR to the extent the applicable Note Principal Balance is allocated to a LIBOR Tranche (as defined in the Note Purchase Agreement) pursuant to Section 2.05 of the Note Purchase Agreement and (ii) the Prime Rate in all other cases;

19

provided, however, that in the event of Default, the Default Rate shall apply.

“Note Percentage” means 96.25%.

“Note Principal Balance” means, with respect to a specific Note or class of Notes, as of any date of determination, the original principal balance of such Note(s), as increased by any Additional Note Principal Balances previously allocated to such Note(s) pursuant to Section 2.13(a), and as reduced by all amounts previously paid on such Note(s) in reduction of the principal balance of such Note(s) which have not been returned to the Issuer or to any other Person for any reason. Unless specified to refer to a specific Note or class of Notes, “Note Principal Balance” as used herein and in the Transaction Documents shall mean the aggregate of the Note Principal Balances of all Notes Outstanding.

“Note Purchase Agreement” means that certain Second Amended and Restated Note Purchase Agreement, dated as of the Restatement Date, among the Issuer, the Contributor, the Initial Purchasers and Financial Institutions (as defined therein) party thereto and JPMorgan, as agent for the Initial Purchasers and Financial Institutions, as amended, modified or supplemented from time to time in accordance with the terms thereof.

“Note Register” and “Note Registrar” have the meanings specified in Section 2.06.

“Noteholder” means the Person in whose name a Note is registered in the Note Register.

“Notice of Funding” means a notice in the form of Exhibit C hereto.

“Obligor” means, with respect to a Receivable, the purchaser or co-purchasers of the associated Financed Vehicle and any other Person who owes payments under such Receivable whether as maker, co-maker, guarantor or otherwise.

“Officer’s Certificate” means a certificate signed by an Authorized Officer.

“Opinion of Counsel” means a written opinion of counsel who may, except as otherwise expressly provided in this Indenture, be outside counsel for the Issuer or the Indenture Trustee and who shall be reasonably satisfactory to the Indenture Trustee and the Agent, which shall comply with any applicable requirements of Section 10.02 and which shall be in form and substance satisfactory to the Indenture Trustee and the Agent.

“Originating Affiliate” means an Affiliate of AmeriCredit that has originated a Receivable and assigned 100% of its interest therein and in the Contributed Assets related thereto to AmeriCredit pursuant to an Originating Affiliate Agreement.

“Originating Affiliate Agreement” means an agreement between an Originating Affiliate and the Contributor pursuant to which such Originating Affiliate has (i) assigned all of its right, title and interest in certain Receivables and the Contributed Assets related thereto to the Contributor and (ii) agreed that, in the event that the assignment of the related Receivable to the Indenture Trustee is insufficient without a notation on the related Financed Vehicle’s Certificate of Title, or without fulfilling any additional administrative requirements under the laws of the state in which such Financed Vehicle is located to perfect a security interest in such Financed

20

Vehicle in favor of the Indenture Trustee, such Originating Affiliate’s designation as secured party on the Certificate of Title for the related Financed Vehicle is in its capacity as agent of the Indenture Trustee.

“Outstanding” means with respect to all Notes as of any date of determination, all such Notes theretofore authenticated and delivered under this Indenture except:

(a) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

(b) Notes or portions thereof for whose payment money in the necessary amount in repayment thereof has been theretofore deposited with the Indenture Trustee in trust for the Holders of such Notes and for which there is no further commitment by the Noteholder to make additional advances under the Note Purchase Agreement;

(c) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture; and

(d) Notes alleged to have been destroyed, lost or stolen for which replacement Notes have been issued as provided for in Section 2.08 unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a protected purchaser (as such term is used in Article 8 of the UCC);

provided, however, that in determining whether the Noteholders of the requisite percentage of the principal balance of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Contributor, the Depositor, the Issuer or any Affiliate thereof shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes which the Indenture Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee, in its sole discretion, the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Contributor, the Depositor, the Issuer or any Affiliate thereof.

“Overdue Interest” means, with respect to any Payment Date and any Note, the difference, if any, between (a) the amount of Note Interest due on the prior Payment Date with respect to such Note and (b) the amount of Note Interest (from whatever source) actually paid to the Noteholder thereof on the prior Payment Date, plus (to the extent permitted by law) interest on any such shortfall on the prior Payment Date at the Note Interest Rate from and including the prior Payment Date through the day immediately preceding the Payment Date of such calculation.

“Overhedge Date” has the meaning set forth in the definition of Hedge Percentage.

“Ownership Interest” means, with respect to any Note, any ownership interest in such Note, including any interest in such Note as the Noteholder thereof and any other interest therein, whether direct or indirect, legal or beneficial.

21

“Owner Trustee” means Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee of the Issuer, until a successor Person shall have become the Owner Trustee pursuant to the applicable provisions of the Issuer Trust Agreement, and thereafter “Owner Trustee” means such successor Person.

“Paying Agent” means the Indenture Trustee and any other party appointed as paying agent pursuant to Section 3.03 hereof.

“Payment Date” means the 20^th day of each month during which any of the Notes remain Outstanding, beginning in July, 2005 (provided, if any such date is not a Business Day, then the Payment Date shall be the next succeeding Business Day).

“Perfection UCCs” means, with respect to each Receivable and the property related thereto, (a) the date-stamped original of the filed Contributor Financing Statement covering such Receivable and the related Contributed Assets and (b) the date-stamped original of the filed Depositor Financing Statement covering such Receivable and the related Deposited Assets and (c) the date-stamped original of the filed Issuer Financing Statement covering the Trust Estate and (d) the date-stamped original of the filed Termination Statements releasing the liens held by creditors of the Contributor and any other Person (other than as expressly contemplated by the Transaction Documents) covering such Receivable and the related Contributed Assets, or, in the case of (d) above, a copy of search results performed and certified by a national search company indicating that such Termination Statements have been filed in the UCC filing offices of the States in which the Financing Statements being terminated were originally filed.

“Permitted Lien” means any tax, mechanics’ or other similar Lien arising from the failure of an Obligor to make a payment with respect to the Financed Vehicle related to such Obligor’s Receivable.

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, limited liability partnership, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Pool” means a pool of Eligible Receivables funded or to be funded on a Funding Date.

“Predecessor Notes” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the lost, destroyed or stolen Note.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by (a) JPMorgan or its parent, with respect to any Note held by the Initial Purchasers, JPMorgan, Bank of Montreal or any assignee of any, or (b) Bank of Montreal or its parent, with respect to any Note held by Bank of Montreal or any assignee thereof, as applicable (which is not necessarily the lowest rate charged to any customer by either JPMorgan or Bank of Montreal, as applicable), changing when and as such prime rate changes.

22

“Principal Payment Amount” means, with respect to the Notes and any Payment Date until the principal balance of the Notes is reduced to zero, an amount equal to the positive difference, if any, of (a) the Note Principal Balance of the Notes Outstanding as of such day before giving effect to any payments thereon minus (b) the Receivables Advance Amount.

“Principal Reduction Amount” means, with respect to any Payment Date, the sum, without duplication, of: (a) the principal portion of all Scheduled Obligor Payments collected during the related Collection Period with respect to each Receivable, (b) the principal portion of all prepayments received during the related Collection Period, (c) the Receivable Balance of each Receivable that became a Repurchased Receivable under an obligation that arose during the related Collection Period, (d) to the extent not included in the foregoing, the amount of any Cram Down Losses which occurred during the related Collection Period and (e) the Receivable Balance of all Receivables that became Defaulted Receivables during the related Collection Period.

“Prior Agreement” has the meaning set forth in the Preliminary Statement.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Program Fee” means the Program Fee as defined and set forth in the Fee Letter.

“Program Fee Rate” means the Program Fee Rate as defined and set forth in the Fee Letter.

“Rating Agency” means each of Moody’s and Standard & Poor’s.

“Receivable” means the obligation of an Obligor, as evidenced by a retail installment contract and security agreement, which obligation is (i) transferred from the Contributor to the Depositor pursuant to the Contribution Agreement, (ii) transferred from the Depositor to the Issuer pursuant to the Sale and Servicing Agreement and (iii) pledged to the Indenture Trustee pursuant to the Indenture.

“Receivable Balance” or “Receivables Balance” means for any Receivable as of any date of determination, the sum of (a) the Amount Financed minus the sum, without duplication, of (i) the Principal Reduction Amount with respect to such Receivable on or prior to such day and (ii) any refunded portion of service warranties and service contracts, or of State tax refunds or of physical damage, credit life or disability or gap insurance premiums included in the Amount Financed to the extent actually deposited to the Collection Account and (b) accrued and unpaid interest thereon, if any, calculated at the APR provided for in the retail installment contract evidencing such Receivable; provided that the Receivable Balance of any Receivable that has become a Repurchased Receivable, or has become subject to repurchase pursuant to Section 3.03 of the Sale and Servicing Agreement, shall be zero.

“Receivables Advance Amount” means, as of any Funding Date or any other date of determination, an amount equal to the sum of (a) the difference between (i) the aggregate Receivables Balance of all Eligible Receivables after taking into account, in the case of a calculation made on any Funding Date, the pledge of Subsequent Receivables on such Funding

23

Date and (ii) the Current Peak Note Percentage Reserve Amount plus (b) cash in the Collection Account (excluding any amounts necessary to pay amounts required to be paid pursuant to clauses First through Tenth of Section 5.03(b) hereof on the next Payment Date, to the extent such amounts are identified on or before such Funding Date or such other date of determination.)

“Record Date” means, with respect to a Payment Date or a Repayment Date, the last day of the calendar month immediately preceding the month of such Payment Date or Repayment Date.

“Recoveries” means those funds collected on a Defaulted Receivable from the Obligor or otherwise, including Insurance Proceeds and all State tax refunds, but excluding the Repurchase Price actually deposited in the Collection Account.

“Registrar of Titles” means, with respect to any state, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon.

“Repayment Date” has the meaning set forth in Section 6.01(a).

“Repurchase Price” means the Receivable Balance of a Receivable (without giving effect to any previous reduction in the Receivable Balance as a result of such Receivable becoming a Defaulted Receivable) on the date of repurchase.

“Repurchased Receivable” means a Receivable released from the Lien hereof pursuant to Section 6.04 hereof and, if applicable, transferred to the Depositor pursuant to the Sale and Servicing Agreement and to the Contributor pursuant to the Contribution Agreement.

“Request for Release” means a Request for Release in substantially the form of Exhibit B hereto.

“Required Financial Institutions” means, at any time, Financial Institutions with Liquidity Commitments in excess of 50% of the aggregate Liquidity Commitments at such time.

“Requisite Amount” means:

(a) at any time during an Excess Spread Trigger Period, an amount equal to the lesser of (i) the Note Principal Balance at such time and (ii) the greater of (A) $1,000,000 and (B) the Current Peak Aggregate Receivables Balance at such time times the lesser of (x) 2.0% and (y) 1.25% plus the Excess Spread Trigger Period Percentage determined as of the most recent Determination Date; and

(b) at any other time, an amount equal to the lesser of (i) the Note Principal Balance at such time and (ii) the greater of (A) $1,000,000 and (B) the Current Peak Aggregate Receivables Balance at such time times 1.25%.

“Responsible Officer” means when used with respect to the Indenture Trustee, any officer of the Indenture Trustee assigned by the Indenture Trustee to administer its corporate trust affairs relating to the Issuer. When used with respect to any other Person that is not an individual, the President, any Vice-President or Assistant Vice-President or the Controller of such Person, or any other officer or employee having similar functions.

24

“Restatement Date” means September 1, 2006.

“Sale and Servicing Agreement” means that certain Second Amended and Restated Sale and Servicing Agreement dated as of the Restatement Date, among the Issuer, the Depositor, the Indenture Trustee, the Backup Servicer, the Contributor and the Servicer, relating to the servicing of the Receivables, as the same may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof.

“Schedule of Receivables” means, as the context may require, (i) the schedule of Initial Receivables or Subsequent Receivables, as the case may be, assigned to the Depositor by the Contributor, assigned by the Depositor to the Issuer and Granted to the Indenture Trustee by the Issuer on the Initial Closing Date or a Funding Date, as applicable, which schedule is set forth on Schedule I attached to the Contributor Assignment and Depositor Assignment dated as of the Initial Closing Date in the case of the Initial Receivables and which schedule shall be attached as Schedule I to a Contributor Assignment and a Depositor Assignment for any Subsequent Receivables, as such schedule may be amended from time to time (in accordance with the terms of the Transaction Documents), or (ii) collectively, the schedules of all Receivables assigned to the Depositor by the Contributor, assigned by the Depositor to the Issuer and Granted to the Indenture Trustee by the Issuer as of the date of determination, as such schedules may be amended from time to time (in accordance with the terms of the Transaction Documents).

“Scheduled Obligor Payment” means, with respect to a Receivable, the fixed payment required to be made by the applicable Obligor during each Collection Period; provided, however, that “Scheduled Obligor Payment” does not include late fees or prepayment charges allowed by applicable law.

“Securities Act” means the Securities Act of 1933, as amended.

“Servicer” means AmeriCredit, as assignee of Bay View Acceptance, as the servicer of the Receivables or any other Eligible Servicer acting as servicer pursuant to the Sale and Servicing Agreement. Unless the context otherwise requires, “Servicer” also refers to any successor Servicer appointed pursuant to the Sale and Servicing Agreement.

“Servicer Advances” has the meaning specified in Section 7.01(g) of the Sale and Servicing Agreement.

“Servicer Event of Default” has the meaning specified in Section 10.01 of the Sale and Servicing Agreement.

“Servicing Fee Rate” has the meaning specified in the Sale and Servicing Agreement.

“Short-term Rating Requirement” has the meaning specified in the definition of Eligible Hedge Counterparty.

25

“Spread Account” means the segregated trust account by that name established with and in the name of the Indenture Trustee pursuant to Section 5.01 hereof.

“Spread Account Deficiency” means, with respect to any applicable date, that the balance on deposit in immediately available funds in the Spread Account is less than the Requisite Amount for such date.

“Standard &Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or its successor.

“State” means any one or more of the states comprising the United States and the District of Columbia.

“Subsequent Cutoff Date” means, with respect to any Funding Date, the close of business two (2) Business Days prior to such Funding Date.

“Subsequent Receivable” means a Receivable acquired by the Issuer on any given Funding Date.

“Subsequent Transfer” means the transfer of Subsequent Receivables from the Contributor to the Depositor and the simultaneous assignment by the Depositor to the Issuer on a Funding Date.

“Supermajority Holders” means the Initial Purchasers (Falcon and Fairway must both consent), and other Noteholders, collectively, holding in the aggregate more than sixty-six and two-third percent (66 ²/3%) of the Note Principal Balance.

“Supplemental Servicing Fees” means any and all (i) late fees, (ii) extension fees, (iii) non-sufficient funds charges and (iv) any and all other administrative fees or similar charges allowed by applicable law with respect to any Receivable.

“Tangible Net Worth” means, with respect to any Person, the net worth of such Person (calculated in accordance with U.S. generally accepted accounting principles as in effect at the time of determination, consistently applied) after subtracting therefrom the aggregate amount of such Person’s intangible assets, including, without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks.

“Termination Date” means the date on which the Indenture Trustee shall have received payment and performance of all Issuer Secured Obligations.

“Termination Event” means the occurrence of any one or more of the following events:

(a) (i) any Event of Default hereunder or (ii) any “Event of Default” under and as defined in any sale and servicing agreement, pooling and servicing agreement, indenture or any similar agreement (including, without limitation, each of the Transaction Documents) with respect to any revolving or term asset-backed transaction to which AmeriCredit or any Affiliate of AmeriCredit is a party, unless such “Event of Default” has been permanently cured or permanently waived with respect to the particular circumstances leading to such “Event of Default”, in each case, on terms that do not materially change the terms of the agreement under which such “Event of Default” arose;

26

(b) the Three Month Average Excess Spread is less than 1.5% per annum on a Determination Date;

(c) the Three Month Average Delinquency Ratio equals or exceeds 1.35% on a Determination Date;

(d) the Three Month Weighted Average Annualized Default Ratio equals or exceeds 2.00% on a Determination Date;

(e) a Spread Account Deficiency exists; provided, that (i) if such Spread Account Deficiency exists solely as a result of the existence of an Incremental Trigger Amount, a Termination Event under this subparagraph (e) shall not occur with respect thereto unless there is a Spread Account Deficiency (other than one resulting from the existence of a new Incremental Trigger Amount) on the second Payment Date following the Determination Date on which such Incremental Trigger Amount arose, and (ii) if a transfer from the Spread Account to the Collection Account has been made on a Transfer Date pursuant to Section 5.03(a), a Termination Event under this subparagraph (e) cannot occur unless and until a Spread Account Deficiency exists on or after the second Payment Date following such Transfer Date;

(f) The Tangible Net Worth of AmeriCredit Corp. shall be less than the sum of (a) $1,550,000,000 plus (b) 75% of the cumulative positive net income (without deduction for negative net income) of AmeriCredit Corp. for each fiscal quarter having been completed since June 30, 2006, as reported in each annual report on Form 10-K and periodic report on Form 10-Q filed by AmeriCredit Corp. with the Securities and Exchange Commission plus (c) 75% of the net proceeds of any equity issued by AmeriCredit Corp. since June 30, 2006 (excluding any equity issued pursuant to equity incentive plans for employees and board members) minus (d) the lesser of (i) $200,000,000 and (ii) the purchase price of all common stock of AmeriCredit Corp. repurchased after September 30, 2006;

(g) The ratio, expressed as a percentage, of the Adjusted Equity of AmeriCredit Corp. to the Managed Assets of AmeriCredit Corp shall be less than 8.0% as of any fiscal quarter end;

(h) The average of the ratios of AmeriCredit Corp.’s EBITDA to Interest Expense for any two consecutive fiscal quarters shall be less than 1.2x;

(i) (i) any of the Issuer, the Servicer, the Contributor, the Custodian, the Depositor, AmeriCredit or AmeriCredit Corp. shall have (1) filed a petition or commenced any case or proceeding under any provision or chapter of the United States Bankruptcy Code or any other similar federal or State law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (2) made a general assignment for the benefit of its creditors, or (3) had an order for relief entered against it under the United States Bankruptcy Code or any other similar federal or State law relating to

27

insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and nonappealable; or (ii) a court of competent jurisdiction, or other competent regulatory authority shall have entered an order, judgment or decree (1) appointing a custodian, trustee, agent or receiver for the Issuer, the Servicer, the Contributor, the Custodian, the Depositor, AmeriCredit or AmeriCredit Corp. or for all or any material portion of any of their property or (2) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Issuer, the Servicer, the Contributor, the Custodian, the Depositor, AmeriCredit or AmeriCredit Corp. (or the taking of possession of all or any material portion of the property of the Issuer, the Servicer, the Contributor, the Custodian, the Depositor, AmeriCredit or AmeriCredit Corp.), and such order, judgment or decree shall remain unstayed and in effect for a period of 60 consecutive days;

(j) any of the Issuer, the Servicer, the Contributor, the Custodian or the Depositor becomes an “investment company” within the meaning of the Investment Company Act or 1940, as amended;

(k) the Issuer, the Contributor, the Servicer, the Custodian, the Depositor, AmeriCredit Corp., AmeriCredit shall fail to pay any principal of or premium or interest on any Indebtedness having a principal amount of $10,000,000 (or, in the case of the Issuer or the Depositor, $50,000) or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Issuer, the Contributor, the Servicer, the Custodian, the Depositor, AmeriCredit Corp. or AmeriCredit, as applicable, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof;

(l) the filing of any actions or proceedings against AmeriCredit (or any subsidiary of AmeriCredit) that (a) are not dismissed within 90 days; and (b) either (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, operations or financial condition of the Depositor, the Servicer, the Custodian or the Issuer, or (ii) involves any of the Transaction Documents and the transaction contemplated thereby, or (iii) involves any material portion of the Receivables;

(m) any final rulings or judgments against AmeriCredit (or any subsidiary of AmeriCredit) for damages in excess of $5,000,000 in the aggregate (which is not fully covered by insurance) that is not discharged or stayed within 30 days or any final rulings or judgments against or settlements by the Issuer for any damages whatsoever;

28

(n) the occurrence of a Servicer Event of Default;

(o) the Indenture Trustee shall, for any reason, fail to have a valid and perfected first priority security interest in (i) the Receivables (the aggregate outstanding balance of which is in excess of $100,000) and (ii) except to the extent of Permitted Liens, other items included in the Trust Estate and the proceeds thereof;

(p) the Issuer or the Depositor shall merge or consolidate in whole or in part, or sell all or substantially all of its assets, except (i) as permitted in the Transaction Documents, or (ii) with the prior written consent of the Majority Holders;

(q) if the Collateral Test Amount is less than zero (0) on any Funding Date or Determination Date, the failure of the Depositor to deposit cash into the Collection Account or to transfer additional Receivables to the Issuer (which are then Granted to the Indenture Trustee) within ten (10) Business Days such that the Collateral Test Amount is not less than zero (0);

(r) any Hedge Counterparty ceases to be an Eligible Hedge Counterparty and has not been replaced with an Eligible Hedge Counterparty within ten (10) Business Days;

(s) the absence of a Hedge Transaction, when applicable;

(t) the Commitment Expiry Date has not been extended;

(u) Any repurchase of common stock for cash by AmeriCredit Corp. results in AmeriCredit Corp. and it subsidiaries, determined on a consolidated basis in accordance with U.S. generally accepted accounting principles as in effect at the time of determination, consistently applied, having less than $200,000,000 of Liquidity on such date of such common stock repurchase for cash. For purposes of the foregoing sentence, if AmeriCredit Corp. shall deposit funds with a bank for the purpose of making repurchases of its common stock over a period of time, the date of repurchase with respect to the repurchases of all such common stock shall be deemed to be the date such funds are deposited with such bank and the cash so deposited shall not be considered unrestricted cash for the purposes of determining Liquidity with respect to this clause (u);

(v) the Issuer fails to comply with the provisions of Section 3.15 hereof at any time; or

(w) a Change of Control.

“Termination Statement” means all applicable UCC termination statements terminating the liens of creditors of the Contributor or any other Person with respect to the Trust Estate (except as expressly contemplated by the Transaction Documents).

“Three Month Average Delinquency Ratio” means, with respect to any Determination Date, the arithmetic average of the Delinquency Ratios for each of the three (3) Collection Periods immediately preceding such Determination Date.

29

“Three Month Average Excess Spread” means, with respect to any Determination Date, the average of the Excess Spreads on such Determination Date and the two preceding Determination Dates.

“Three Month Weighted Average Annualized Default Ratio” means, with respect to any Determination Date, a fraction, expressed as a percentage, equal to (i) the product of (a) 12 times (b) the excess of the aggregate of the Receivable Balances of all Receivables that became Defaulted Receivables during the three preceding Collection Periods over Recoveries collected during such three preceding Collection Periods, divided by (ii) the sum of the Aggregate Receivable Balances as of the first day of each of the three preceding Collection Periods.

“Transaction Documents” means, collectively, the Certificate of Trust, this Indenture, the Sale and Servicing Agreement, the Contribution Agreement, the Note Purchase Agreement, each Note, each Contributor Assignment, each Depositor Assignment, each Funding Certificate, the Custodian Agreement, the Issuer Trust Agreement, the Assignment Agreement and the Fee Letter.

“Transfer Date” means the Business Day immediately preceding each Payment Date.

“Transferee Letter” has the meaning set forth in Section 2.07(a) hereof.

“Trust Estate” means the property and rights Granted to the Indenture Trustee pursuant to the Granting Clause of this Indenture for the benefit of Noteholders.

“UCC” means the Uniform Commercial Code as adopted in the State of New York, and in any other State having jurisdiction over the assignment, transfer, pledge of the Receivables and the Contributed Assets from the Contributor to the Depositor or of the Receivables and the Deposited Assets from the Depositor to the Issuer or of the Trust Estate from the Issuer to the Indenture Trustee.

“Unused Fee” means the Unused Fee as defined and set forth in the Fee Letter.

“Vice President” means, with respect to the Contributor, the Depositor, the Servicer or the Indenture Trustee, any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

Section 1.02. Calculations. Calculations required to be made pursuant to this Indenture shall be made on the basis of information or accountings as to payments on each Note furnished by the Servicer. Except to the extent they are incorrect on their face, such information or accountings may be conclusively relied upon in making such calculations, but to the extent that it is later determined that any such information or accountings are incorrect, appropriate corrections or adjustments will be made.

30

Article II

The Notes; Reconveyance

Section 2.01. General.

(a) All payments of principal and interest with respect to the Notes shall be made only from the Trust Estate on the terms and conditions specified herein. Each Noteholder, by its acceptance of the Notes, agrees that, subject to the repurchase obligations of the Contributor, the Depositor and the Issuer and the indemnification obligations provided for herein, in the Sale and Servicing Agreement and in the Contribution Agreement, it will have recourse solely against such Trust Estate and such repurchase and indemnification obligations.

(b) Except as otherwise provided herein, all Notes shall be substantially identical in all respects. Except as specifically provided herein, all Notes issued, authenticated and delivered under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture.

(c) The aggregate stated principal balance of the Notes that may be executed on behalf of the Issuer by an Authorized Officer of the Owner Trustee and authenticated and delivered by the Indenture Trustee and Outstanding at any given time under this Indenture is limited to $450,000,000.

Noteholders shall be entitled to payments of interest as provided herein. The Notes shall have a final maturity on the Maturity Date. All Notes shall be secured on a parity with one another, with no Outstanding Note having any priority over any other Outstanding Note.

(d) The Notes that are authenticated and delivered to the Noteholders by the Indenture Trustee to or upon an Issuer Order on the Initial Closing Date or the Initial Funding Date, as applicable, shall be dated as of the Initial Closing Date or Initial Funding Date, respectively. Any Note issued later in exchange for, or in replacement of, any Note issued on the Initial Closing Date or the Initial Funding Date shall be dated the date of its authentication.

(e) Each Note is issuable in the minimum denomination of $1,000,000 unless otherwise agreed to by the Issuer and the Agent.

Section 2.02. Forms of Notes. The Notes shall be designated as the “Bay View 2005 Warehouse Trust Automobile Receivables-Backed Notes, Series 2005-1.” The Notes shall be in substantially the form set forth in Exhibit D with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Issuer, as evidenced by its execution thereof.

The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

31

Each Note shall be dated the date of its authentication. The terms of the Notes are set forth in Exhibit D, and are part of the terms of this Indenture.

Section 2.03. Payment of Principal and Interest. (a) Principal payments on the Notes will be made on each Payment Date in an amount at least equal to the Principal Payment Amount. Any outstanding Note Principal Balance shall be payable on the Maturity Date. The amount of principal payments on the Notes shall be made pursuant to the provisions of Section 5.03(b) hereof.

(b) Noteholders shall be entitled to receive payments of interest on their respective Note Principal Balances as provided herein at the applicable Note Interest Rate from the date of issuance of each Note to such Holder until the Note Principal Balance of such Holder’s Note is reduced to zero or until payment is provided therefor as set forth in Article VI hereof. After the initial Payment Date following the Initial Funding Date, payments of interest accrued on each Note will be calculated on the average daily outstanding Note Principal Balance of such Note for the period from and including the first day of each calendar month through the last day of such month. With respect to the initial Payment Date following the Initial Funding Date, interest on each Note will be calculated on the average daily outstanding Note Principal Balance of such Note from the Initial Funding Date through the day preceding such initial Payment Date. All other computations of interest accrued on any Note shall be made on the basis of a 360-day year and the actual days elapsed as set forth in the Note Purchase Agreement.

(c) If the entire amount of the Note Interest that is due on any Payment Date with respect to any Note shall not have been punctually made or duly provided for when and as due (after giving effect to any applicable cure or grace period), then interest on the applicable Overdue Interest shall accrue, from the date such amount was due until paid, at the applicable Note Interest Rate with respect to such Note.

Section 2.04. Payments to Noteholders. (a) Noteholders shall, subject to the priorities and conditions set forth in Section 5.03(b), be entitled to receive payments of interest and principal on each Payment Date (including any Overdue Interest). Any payment of interest or principal payable with respect to the Notes on the applicable Payment Date shall be made to the Person in whose name such Note is registered at the close of business on the Record Date for such Payment Date in the manner provided in Section 5.04 hereof.

(b) All reductions in the principal balance of a Note (or one or more Predecessor Notes) effected by payments of principal made on any Payment Date shall be binding upon all Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note.

Section 2.05. Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Owner Trustee. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of any individual who was, at the time of execution thereof, an Authorized Officer of the Issuer, shall bind the Issuer, notwithstanding the fact that such individual ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes.

32

(b) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed on behalf of the Issuer by an Authorized Officer of the Owner Trustee to the Indenture Trustee for authentication, and the Indenture Trustee, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes.

(c) Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Initial Closing Date shall be dated the Initial Closing Date. All other Notes that are authenticated after the Initial Closing Date for any other purposes under the Indenture shall be dated the date of their authentication.

(d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Note Principal Balance so transferred, exchanged or replaced, but shall represent only the principal balance of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article II, such Note Principal Balance shall be divided among the Notes delivered in exchange therefor.

(e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for herein, executed by the Indenture Trustee by the manual signature of a Responsible Officer of the Indenture Trustee, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.

Section 2.06. Registration, Registration of Transfer and Exchange. (a) The Indenture Trustee (the “Note Registrar”) shall cause to be kept at its Corporate Trust Office a register (the “Note Register”), in which, subject to such reasonable regulations as it may prescribe, the Indenture Trustee shall provide for the registration of Notes and the registration of transfers of Notes.

If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give each of the Indenture Trustee, the Owner Trustee and the Agent prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The Indenture Trustee, the Owner Trustee, the Agent, each Noteholder and each Financial Institution shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. The Indenture Trustee, the Owner Trustee, the Agent, each Noteholder and each Financial Institution shall have the right to rely upon a certificate executed on behalf of the Note Registrar by a Responsible Officer thereof as to the names and addresses of the Noteholders and the principal amounts and the amounts and number of such Notes.

(b) Only upon surrender for registration of transfer of any Note at the Corporate Trust Office and subject to the conditions set forth in Section 2.05 hereof, an Authorized Officer of the Owner Trustee, on behalf of the Issuer, shall execute, and the Indenture Trustee or its agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations, and of a like aggregate principal amount and Maturity Date.

33

(c) At the option of the Holder, a Note may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount and Maturity Date, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, an Authorized Officer of the Owner Trustee, on behalf of the Issuer, shall execute, and the Indenture Trustee or its agent shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive.

(d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of such transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Note Registrar) be duly endorsed or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Indenture Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes.

Section 2.07. Transfer and Exchange. (a) The Notes have not been registered or qualified under the Securities Act or the securities laws of any State. No transfer of any Note shall be made unless that transfer is made in a transaction which does not require registration or qualification under the Securities Act or under applicable State securities or “Blue Sky” laws. In the event that a transfer is to be made without registration or qualification, such Noteholder’s prospective transferee shall either (i) deliver to the Indenture Trustee a Transferee Letter in the form attached hereto as Exhibit E (the “Transferee Letter”), or (ii) deliver to the Indenture Trustee an Opinion of Counsel that the transfer is exempt from such registration or qualification (which opinion shall not be at the expense of the Issuer, the Indenture Trustee or the Servicer, and which may be an opinion of in-house counsel to the transferor or the transferee of the Note). Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the Securities Act or any other securities law. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, the Owner Trustee (as such and in its individual capacity), the Agent and the Issuer against any liability, cost or expense (including attorneys’ fees) that may result if the transfer is not so exempt or is not made in accordance with such federal and State laws.

(b) No acquisition or transfer of a Note or any interest therein may be made unless the Indenture Trustee is provided with evidence that establishes to the satisfaction of the Indenture Trustee that one of the following is true: either (a) that it will not acquire the Notes with the assets of any “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which is subject to Title I of

34

ERISA or any “plan” as defined in Section 4975 of the Code (each such entity, a “Benefit Plan”) or (b) no non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code will occur in connection with its acquisition or holding of the Notes.

(c) The Indenture Trustee shall have no liability to the Issuer or any Noteholder arising from a transfer of any such Note in accordance with Section 2.07(a).

Section 2.08. Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by the Indenture Trustee to hold each of the Issuer and the Indenture Trustee harmless, then, in the absence of actual notice to the Issuer or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver upon Issuer Order, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note or Notes of the same tenor and principal balance bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become subject to receipt of payment in full, instead of issuing a new Note, the Indenture Trustee may make a payment with respect to such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such new Note or payment with respect to a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such new Note was issued presents for receipt of payments such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such new Note (or such payment) from the Person to whom it was delivered or any Person taking such new Note from such Person, except a protected purchaser, and each of the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage or cost incurred by the Issuer or the Indenture Trustee in connection therewith.

(b) Upon the issuance of any new Note under this Section, the Issuer or the Indenture Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

(c) Every new Note issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(d) The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment with respect to mutilated, destroyed, lost or stolen Notes.

Section 2.09. Persons Deemed Noteholders. Before due presentment for registration of transfer of any Note, the Issuer or the Indenture Trustee, and any agent of the Issuer or the Indenture Trustee, may treat the Person in whose name any Note is registered as the owner of such Note (a) on the applicable Record Date for the purpose of receiving payments with respect

35

to principal and interest on such Note and (b) on any date for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by any notice to the contrary.

Section 2.10. Cancellation of Notes. All certificated Notes surrendered for payment, registration of transfer, exchange or prepayment shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by it. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Note previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.10 except as expressly permitted by this Indenture. All canceled Notes shall be held and disposed of by the Indenture Trustee in accordance with its standard retention and disposal policy.

Section 2.11. Conditions to Closing. This Indenture shall become effective on the Restatement Date upon receipt by the Agent of each of the certificates, documents, instruments and opinion letters set forth on Exhibit F hereto and such other certificates, documents, instruments or opinion letters reasonably requested by the Agent, the Noteholders or the Indenture Trustee.

Section 2.12. Funding Events. (a) In connection with any Subsequent Transfer upon a Funding Date, the following conditions must be satisfied:

(i) The Contributor shall have forwarded or caused to be forwarded to the Custodian for receipt at least one (1) Business Day preceding such Funding Date (each, a “Delivery Date”), the Custodian Files related to the Subsequent Receivables to be acquired and Granted on such Funding Date.

(ii) On or prior to such Funding Date, the Issuer shall have delivered, or caused to be delivered, to the Indenture Trustee, the Agent and the Custodian, the following:

(A) a duly executed Contributor Assignment and a duly executed Depositor Assignment with respect to the related Subsequent Receivables;

(B) an executed Notice of Funding relating to such Subsequent Transfer together with an electronic transmission of the information on the related Subsequent Receivables in a format acceptable to each of the Indenture Trustee, and the Agent and any other information reasonably requested by the Indenture Trustee or the Agent with respect to the Subsequent Receivables shall have been delivered at least one (1) Business Day prior to the Funding Date;

(C) an executed Funding Certificate relating to such Subsequent Transfer together with a Schedule of Receivables; and

(D) Opinions of Counsel in form and substance satisfactory to the Indenture Trustee and the Agent, with respect to certain corporate, security

36

interest and bankruptcy matters with respect to the Subsequent Receivables; provided, however, that if the opinions delivered on the Initial Closing Date or the Restatement Date cover such matters with respect to the Subsequent Receivables, then no such Opinions of Counsel need be delivered on such Funding Date.

(iii) After the acquisition by the Issuer of the related Subsequent Receivables (with each Receivable Balance or APR for any Receivable measured as of its related Cutoff Date) the Collateral Test Amount is not less than zero (0), and each of the representations and warranties set forth in Part II of each of the Schedule of Representations attached as Schedule II to the Contribution Agreement and the Schedule of Representations attached as Schedule III to the Sale and Servicing Agreement shall be true and correct on the Cutoff Date related to such Funding Date.

(iv) No Default, Event of Default, Servicer Event of Default or Termination Event shall have occurred.

(v) The Servicer shall have deposited in the Collection Account all Collections received by the Servicer in respect of the related Subsequent Receivables since the related Cutoff Date.

(vi) The Funding Period shall not have terminated.

(vii) Each of the Contributor and the Depositor shall have, at its own expense, on or prior to the Funding Date indicated in its files that the related Subsequent Receivables have been sold to the Issuer pursuant to the Sale and Servicing Agreement and the related Contributor Assignment and Depositor Assignment and Granted to the Indenture Trustee pursuant to this Indenture. Further, the Contributor shall have indicated in its computer files that such Subsequent Receivables are owned by the Issuer.

(viii) No selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables.

(ix) The related Subsequent Transfer shall not result in a material adverse tax consequence to the Issuer or the Noteholders.

(x) Each of the Contributor and the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer and the Indenture Trustee in the Trust Estate.

(xi) On or before such Funding Date, the Issuer shall have executed one or more Hedge Agreements with an aggregate notional amount equal to the Note Principal Balance after taking into consideration the Additional Note Principal Balance to be advanced by the Noteholders on such Funding Date.

Section 2.13. Fundings. (a) Subject to satisfaction of the conditions precedent set forth in Sections 2.11 or 2.12 hereof, as applicable, and Eligible Receivables being available to be acquired pursuant to the Contribution Agreement, during the Funding Period the Issuer may, at its sole option, from time to time request that the Noteholders advance on any Funding Date

37

additional amounts (such amounts, the “Additional Note Principal Balance”), and the Noteholders shall remit the Additional Note Principal Balance in accordance with the terms of the Note Purchase Agreement.

Each Noteholder shall record, on the schedule attached to such Noteholder’s Note, the date and amount of any Additional Note Principal Balance advanced by it, and each repayment thereof; provided that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect any Noteholder’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance held by such Noteholder.

The Indenture Trustee shall keep a written record of the Note Principal Balance, which amount is to be provided by the Servicer in its Monthly Servicer Report of each Note. Absent manifest error, the Note Principal Balance of each Note as set forth in the Indenture Trustee’s records shall be binding upon all applicable parties, notwithstanding any other records; provided that failure by any the Indenture Trustee to make such recordation on such Noteholder’s records shall not adversely affect any Noteholder’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance held by such Noteholder.

(b) The aggregate of the Receivable Balances for a Pool of Receivables (and the Aggregate Receivable Balance, including such Pool of Receivables) shall be determined by the Servicer on behalf of the Issuer and shall be reflected in the Funding Certificate with respect to Receivables identified on the related Schedule of Receivables attached to the Funding Certificate for such Funding. Each Pool shall become subject to this Indenture.

(c) The Issuer shall acquire funds in an amount not to exceed the Receivables Advance Amount on the Initial Funding Date or any subsequent Funding Date throughout the Funding Period from the Noteholders, upon the request of the Issuer, and the making of advances by the Noteholders of Additional Note Principal Balances in accordance with the Note Purchase Agreement in an amount equal to or greater than $1,000,000 (or such lesser amount agreed to between the Issuer and the Agent from time to time); provided, however, that the conditions in Section 2.12 are satisfied and that after such Funding the Note Principal Balance shall not be greater than the Maximum Outstanding Note Amount.

Section 2.14. Fundings by Noteholders. Subject to the terms hereof and further subject to the Note Purchase Agreement, each Noteholder shall initiate a wire transfer to the Indenture Trustee of the Additional Note Principal Balance, that is specified in the Funding Certificate (which shall be an amount equal to such Noteholder’s share of the Additional Note Principal Balance, determined by the terms of the Note Purchase Agreement) at JPMorgan Chase Bank, National Association, ABA 113000609, for further credit to Account # 00103409232, REF: Bay View 2005-A #10223546, by 1:00 p.m. (New York City time) on the applicable Funding Date in immediately available funds. The Indenture Trustee shall, subject to the satisfaction of the conditions precedent set forth in Section 2.11 or Section 2.12, as applicable, simultaneously transfer such Additional Note Principal Balance, to or at the direction of the Issuer in accordance with the written instructions of the Issuer. Such amounts received by the Indenture Trustee from the Noteholders shall be held by the Indenture Trustee as part of the Trust Estate until disbursed to or at the written direction of the Issuer. Such amounts shall not be commingled with any other monies held by the Indenture Trustee.

38

Section 2.15. Access to List of Noteholders’ Names and Addresses. The Indenture Trustee shall furnish or cause to be furnished to the Servicer, the Agent, any Noteholder or any Financial Institution within 15 days after receipt by the Indenture Trustee of a request therefor from the Servicer in writing, a list, in such form as the Servicer may reasonably require, of the names and addresses of the Noteholders as of the most recent Record Date.

Article III

Covenants; Collateral; Representations; Warranties

Section 3.01. Performance of Obligations. (a) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person’s covenants or obligations under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument, except as expressly provided in this Indenture.

(b) To the extent consistent with its organizational documents, the Issuer may contract with other Persons to assist it in performing its duties hereunder, and any performance of such duties shall be deemed to be action taken by the Issuer. To the extent that the Issuer contracts with other Persons which include or may include the furnishing of reports, notices or correspondence to the Indenture Trustee, the Issuer shall identify such Persons in a written notice to the Indenture Trustee, each Noteholder and the Agent.

(c) The Issuer, the Contributor and the Depositor will characterize (i) the transfer of the Receivables by the Contributor to the Depositor pursuant to the Contribution Agreement as a contribution for financial accounting purposes and for federal income tax purposes, (ii) the transfer of the Receivables by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement as an absolute transfer for legal purposes, (iii) the Grant of the Receivables by the Issuer under this Indenture as a pledge for federal income tax purposes and for financial accounting purposes, (iv) the Issuer as the owner of the Receivables for financial accounting purposes and for federal income tax purposes, (v) the Notes as indebtedness of the Depositor for federal income tax purposes and (vi) the Notes as indebtedness of the Contributor and its consolidated subsidiaries for financial accounting purposes. In this regard, the financial statements of the Contributor and its consolidated subsidiaries will show the Receivables as owned by the consolidated group and the Notes as indebtedness of the consolidated group (and will contain appropriate footnotes describing the transfers to the Depositor and the Issuer and the pledge to the Indenture Trustee), and the federal tax returns of the Contributor and its consolidated subsidiaries will indicate that the Notes are indebtedness of such consolidated group. The Issuer will cause the Servicer to file all required tax returns and associated forms, reports, schedules and supplements thereto in a manner consistent with such characterizations.

(d) The Issuer covenants to pay all taxes or other similar charges levied by any governmental authority with regard to the Trust Estate (which shall include paying any Affiliate

39

of the Issuer who pays such taxes for any affiliated group of which the Issuer is a member), except to the extent that the validity or amount of such taxes is contested in good faith, via appropriate proceedings and with adequate reserves established and maintained therefor in accordance with generally accepted accounting principles.

(e) The Issuer hereby assumes liability for all liabilities associated with the Trust Estate or created under this Indenture, including but not limited to any obligation arising from the breach or inaccuracy of any representation, warranty or covenant of the Issuer set forth herein. Notwithstanding the foregoing, the Issuer has and shall have no liability with respect to the payment of principal and interest on the Notes, except as otherwise provided in this Indenture.

Section 3.02. Negative Covenants. The Issuer will not: (a) sell, transfer, exchange or otherwise dispose of any portion of its interest in the Trust Estate except as expressly permitted by this Indenture;

(b) claim any credit on, or make any deduction from, the principal of or interest on any of the Notes by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate;

(c) merge or consolidate in whole or in part, except (i) as permitted in paragraph (ii) of Section 3.10(b) or (ii) with the prior written consent of the Majority Holders;

(d) permit the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby;

(e) permit any Lien (other than the Lien of this Indenture or any Permitted Lien) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof;

(f) permit the Lien of this Indenture not to constitute a valid first priority, perfected security interest in the Trust Estate;

(g) incur, assume or guarantee any indebtedness of any Person secured by any Receivables pledged under this Indenture, except (i) for such obligations as may be incurred by the Issuer in connection with the issuance of the Notes pursuant to this Indenture and (ii) as otherwise expressly permitted herein;

(h) amend or otherwise modify any Transaction Document unless such amendment is consented to in writing by the Majority Holders and the Indenture Trustee; or

(i) act in violation of its Certificate of Trust or the Issuer Trust Agreement.

Section 3.03. Money for Note Payments. (a) All payments with respect to any Notes which are to be made from amounts withdrawn from the Collection Account pursuant to Section 5.03 hereof shall be punctually made on behalf of the Issuer by the Indenture Trustee or by a

40

Paying Agent, and no amounts so withdrawn from an Account for payments with respect to Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 and Article V hereof.

(b) When there shall be a Paying Agent that is not also the Note Registrar, the Issuer shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Noteholders and of the number of individual Notes and the Note Principal Balance of such Notes held by each such Noteholder.

(c) Whenever there shall be a Paying Agent other than the Indenture Trustee, the Issuer will, on or before the Business Day immediately preceding each Payment Date, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to distribute the amounts then becoming due (to the extent funds are then available for such purpose in the Collection Account), such sums to be held in trust for the benefit of the Persons entitled thereto pursuant to this Indenture. Any moneys deposited with a Paying Agent in excess of an amount sufficient to distribute the amounts then becoming due on the Notes with respect to which such deposit was made shall, upon Issuer Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article V hereof.

(d) The initial Paying Agent shall be the Indenture Trustee. Any additional or successor Paying Agent shall be appointed by Issuer Order with the prior written consent of the Majority Holders. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, an Eligible Institution or trust company incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or State banking authorities.

(e) The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, and if the Indenture Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 3.03, that such Paying Agent will:

(i) allocate all sums received for payment to the Holders for which it is acting as Paying Agent on each Payment Date among such Holders in the proportion specified in the applicable Monthly Servicer Report;

(ii) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be distributed to such Persons or otherwise disposed of as herein provided and distribute such sums to such Persons as herein provided;

(iii) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for payment with respect to the Notes if at any time it ceases to meet the standards set forth in clause (d) above required to be met by a Paying Agent at the time of its appointment;

(iv) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee, the Noteholders, each Financial Institution and the Agent notice of any

41

Termination Event, Default, Event of Default or Servicer Event of Default coming to its attention in the making of any payments required to be made with respect to the Notes for which it is acting as Paying Agent;

(v) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Termination Event, Default, Event of Default or Servicer Event of Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; and

(vi) comply with all requirements of the Code and all regulations thereunder, with respect to the withholding from any payment made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on the Notes, the Paying Agent shall have first provided the calculations pertaining thereto to the Indenture Trustee.

(f) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(g) Any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount distributable but unclaimed with respect to any Note shall be held in a non-interest bearing trust account, and if the same remains unclaimed for two years after such amount has become due to the Noteholder, it shall be discharged from such trust and paid to the Issuer upon an Issuer Order, without any further action by any Person; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. The Indenture Trustee may adopt and employ, at the expense of the Issuer, any reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Noteholders whose Notes have been called but have not been surrendered for prepayment or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or any Paying Agent, at the last address of record for each such Noteholder).

Section 3.04. Restriction of Issuer Activities. Until the date that is one year and one day after the payment by the Issuer in full of all payments on the Notes, the Issuer will not on or after the date of execution of this Indenture: (i) engage in any business or investment activities other than those necessary for, incident to, connected with or arising out of, owning and Granting the Trust Estate to the Indenture Trustee for the benefit of the Noteholders, or contemplated hereby, in the Certificate of Trust, the Issuer Trust Agreement, the Contribution Agreement and the Sale and Servicing Agreement; (ii) incur any indebtedness secured in any manner by, or having any

42

claim against, the Trust Estate or the Issuer other than indebtedness arising under the Sale and Servicing Agreement or the letter agreement relating to the Indenture Trustee Fee; (iii) incur any other indebtedness except as permitted in the Certificate of Trust or Issuer Trust Agreement; (iv) amend, or propose to the shareholders of the Depositor for their consent any amendment of, the Issuer Trust Agreement at the date of this Indenture (or, if the Issuer shall be a successor to the Person named as the Issuer in the first paragraph of this Indenture, amend, consent to amendment or propose any amendment of, the governing instruments of such successor), without giving notice thereof in writing, 90 days prior to the date on which such amendment is to become effective, to the Agent and obtaining the prior written consent thereto of the Majority Holders; (v) except as expressly permitted by this Indenture or the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate; (vi) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; (vii) permit the validity or effectiveness of this Indenture to be impaired, or permit the Lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby; (viii) permit the Lien of this Indenture not to constitute a valid perfected first priority (other than with respect to any Permitted Lien) security interest in the Trust Estate; (ix) amend, modify or fail to comply with the provisions of the Transaction Documents without the prior written consent of the Majority Holders; or (x) dissolve or liquidate in whole or in part or merge or consolidate with any other Person, other than in compliance with Section 3.10.

Section 3.05. Protection of Trust Estate. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders, the Agent and the Financial Institutions, to be prior to all other liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Noteholders, the Agent and the Financial Institutions, a first lien on and a first priority, perfected security interest in the Trust Estate. The Issuer will from time to time prepare, execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance, and other instruments (all as presented to it in final execution form), and will take such other action as may be necessary or advisable to:

(i) provide further assurance with respect to such Grant and/or Grant more effectively all or any portion of the Trust Estate,

(ii) maintain, preserve or enforce (a) the lien and security interest (and the priority thereof) in favor of the Indenture Trustee created by this Indenture and (b) the terms and provisions of this Indenture or carry out more effectively the purposes hereof,

(iii) perfect, publish notice of, or protect the validity of, any Grant made or to be made by this Indenture,

(iv) enforce any of the Trust Estate,

43

(v) preserve and defend title to any Receivable or other item included in the Trust Estate and the rights of the Indenture Trustee and of the Noteholders in such Receivable or other item against the claims of all Persons, or

(vi) pay all taxes or assessments levied or assessed upon the Trust Estate when due.

The Issuer shall deliver or cause to be delivered to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer shall cooperate fully with the Indenture Trustee and the Agent in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 3.05.

(b) The Issuer hereby irrevocably appoints the Indenture Trustee as its agent and attorney-in-fact (such appointment being coupled with an interest) to execute, or authorize the filing of, upon the Issuer’s failure to do so, any financing statement, continuation statement or other instrument, document, certificate or agreement required pursuant to this Section 3.05; provided, however, that such designation shall not be deemed to create any duty in the Indenture Trustee to monitor the compliance of the Issuer with the foregoing covenants or to execute, or authorize the filing of, any instrument. The Issuer shall cooperate with the Indenture Trustee and provide to the Indenture Trustee any information, documents or instruments with respect to such financing statement, continuation statement or other instrument that the Indenture Trustee may reasonably require. For purposes of this Section 3.05(b), the Indenture Trustee will not be deemed to have actual knowledge of any such default if the Indenture Trustee has not, but should have, received an Opinion of Counsel pursuant to Section 3.06 addressing the facts surrounding such default.

(c) Except as necessary or advisable in connection with the fulfillment by the Indenture Trustee of its duties and obligations described herein or in the Sale and Servicing Agreement, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held as described in the most recent Opinion of Counsel that was delivered pursuant to Section 3.06 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Initial Closing Date pursuant to Section 2.11(c) of the Prior Agreement, if no Opinion of Counsel has yet been delivered pursuant to Section 3.06) unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the Lien created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions.

(d) No later than sixty (60) days prior to any of the Contributor, the Depositor or the Issuer making any change in its or their name, identity, jurisdiction of organization or structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC as in effect in New York or wherever else necessary or appropriate under applicable law, or otherwise impair the perfection of the security interest referred to in Article II hereof, the Issuer shall give or cause to be given to the Indenture Trustee, the Noteholders and the Agent written notice of

44

any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Indenture Trustee’s security interest in the Trust Estate. None of the Contributor, the Depositor or the Issuer shall become or seek to become organized under the laws of more than one jurisdiction.

(e) The Issuer shall give the Indenture Trustee, the Noteholders and the Agent written notice at least sixty (60) days prior to any relocation of the Contributor’s, the Depositor’s or the Issuer’s respective principal executive office or jurisdiction of organization and whether, as a result of such relocation, the applicable provisions of relevant law or the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the Indenture Trustee’s security interest in the Trust Estate. The Issuer shall at all times maintain its principal executive office and jurisdiction of organization within the United States of America.

Section 3.06. Opinions as to Trust Estate. (a) On the Restatement Date and on the date of each indenture supplement hereto, if any, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, and indentures supplemental hereto and other requisite documents and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority Lien and security interest in favor of the Indenture Trustee for the benefit of the Noteholders, created by this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than three months after the Initial Closing Date, the Issuer shall furnish to the Indenture Trustee and the Agent an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture with respect to the Trust Estate and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. The Issuer shall also provide the Indenture Trustee and the Agent with a file stamped copy of any document or instrument filed as described in such Opinion of Counsel contemporaneously with the delivery of such Opinion of Counsel. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture with respect to the Trust Estate. If the Opinion of Counsel delivered to the Indenture Trustee and the Agent hereunder specifies future action to be taken by the Issuer, the Issuer shall furnish a further Opinion of Counsel no later than the time so specified in such former Opinion of Counsel to the effect required hereby.

45

Section 3.07. Statement as to Compliance. The Issuer shall deliver to the Indenture Trustee, the Agent and the Backup Servicer, within 120 days after the end of each fiscal year of the Issuer, an Officer’s Certificate signed by any Authorized Officer of the Issuer, dated as of June 30 (or other applicable date) of such year, stating that (i) a review of the activities of the Issuer during such year (or such other period as shall have elapsed from the Initial Closing Date to the date of the first such certificate) and of its performance under this Indenture has been made under such Authorized Officer’s supervision, and (ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture and the other Transaction Documents throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

Section 3.08. Limitations on Lien. Except for the Lien created by this Indenture, the Issuer will not create, incur or suffer, or permit to be created or incurred or to exist, any Lien on any of the Trust Estate.

Section 3.09. Recording. The Issuer will, upon the Initial Closing Date and thereafter from time to time, cause financing statements and such other instruments as may be required with respect thereto, including without limitation, the Financing Statements to be filed, registered and recorded as may be required by present or future law (with file stamped copies thereof delivered to the Indenture Trustee and the Agent), publish notice thereof and create, perfect and protect the lien hereof upon the Receivables and the other items of the Trust Estate, and publish notice of and protect the validity of this Indenture. The Issuer will, from time to time, perform or cause to be performed any other act as required by law and will execute or cause to be executed any and all further instruments (including financing statements, continuation statements and similar statements with respect to any of said documents with file stamped copies thereof delivered to the Indenture Trustee and the Agent) that are necessary or reasonably requested by the Indenture Trustee or the Agent for such creation, perfection, publication and protection. The Issuer shall pay, or shall cause to be paid, all filing, registration and recording taxes and fees incident thereto, and all expenses, taxes and other governmental charges incident to or in connection with the preparation, execution, delivery or acknowledgment of the recordable documents, any instruments of further assurance, and the Notes. The Issuer shall deliver (or cause to be delivered) to the Indenture Trustee and the Agent file stamped copies of, or filing receipts for any document filed as provided above, as soon as available following such filing.

Section 3.10. Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants. (a) The Issuer shall not, without the unanimous consent of the board of directors of the Depositor (including each of its Independent Directors), voluntarily institute any proceedings to adjudicate the Issuer a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against the Issuer, file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Issuer.

46

(b) So long as any of the Notes are Outstanding:

(i) The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes and each asset included in the Trust Estate.

(ii) The Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the Issuer) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof or the District of Columbia as a special purpose bankruptcy remote entity, and shall expressly assume in form satisfactory to the Majority Holders the obligation to make due and punctual payments of principal and interest on the Notes then Outstanding and the performance of every covenant on the part of the Issuer to be performed or observed pursuant to the Indenture, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Indenture shall have occurred and be continuing, (C) the Issuer shall have delivered to the Noteholders, the Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Indenture, and (D) the Majority Holders shall have given their prior written consent.

(iii) The funds and other assets of the Issuer shall not be commingled with those of any other Person except to the extent expressly permitted under the Transaction Documents.

(iv) The Issuer shall not be, become or hold itself out as being liable for the debts of any other Person.

(v) The Issuer shall not form, or cause to be formed, any subsidiaries.

(vi) The Issuer shall not change its name and shall act solely in its own name and through its duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Issuer shall not have any employees.

(vii) The Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Issuer may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Certificate of Trust or Issuer Trust Agreement.

(viii) All actions of the Issuer shall be taken by an Authorized Officer of the Issuer (or any Person acting on behalf of the Issuer).

47

(ix) The Issuer shall not amend, alter, change or repeal any provision contained in this Section 3.10(b) without the prior written consent of the Majority Holders, in their sole and absolute discretion.

(x) The Issuer shall not amend its Certificate of Trust (except as required under the Delaware Statutory Trust Act, 12 Del. C., §3801 et seq.) or the Issuer Trust Agreement, without first obtaining the prior written consent of the Majority Holders, in their sole and absolute discretion.

(xi) The Issuer shall not dissolve or liquidate, in whole or in part, except with the prior written consent of the Majority Holders, in their sole and absolute discretion.

(xii) The Issuer maintains and will maintain separate records and books of account from the Depositor and the Contributor and the formalities of the form of its organization.

(xiii) The annual financial statements (if any) of a beneficial owner of the Issuer and the annual financial statements of the Depositor and the Contributor will disclose the effects of these transactions in accordance with generally accepted accounting principles. Any consolidated financial statements which consolidate the assets and earnings of the Depositor and the Contributor with those of the Issuer will contain a footnote stating that the assets of the Issuer will not be available to creditors of the Contributor or the Depositor. The financial statements of the Issuer, if any, will disclose that the assets of the Depositor and the Contributor are not available to pay creditors of the Issuer.

(xiv) Other than certain costs and expenses related to the issuance of the Notes, neither the Depositor nor the Contributor shall pay the Issuer’s expenses, guarantee the Issuer’s obligations or advance funds to the Issuer for payment of expenses except for costs and expenses for which either the Depositor or the Contributor is required to make payments, in which case the Issuer will reimburse such Person for such payment.

(xv) All business correspondences of the Issuer are and will be conducted in the Issuer’s own name and using its own stationary.

(xvi) The Depositor and the Contributor do not act and will not act as agent of the Issuer and the Issuer does not and will not act as agent of the Depositor or the Contributor.

(xvii) Except during the Funding Period, the Issuer shall not fund the acquisition of any additional Receivables.

(xviii) The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

(xix) The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other Transaction Document.

48

(xx) The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer or the Backup Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may (A) make, or cause to be made, distributions to the Servicer, the Backup Servicer, the Owner Trustee and the Indenture Trustee as permitted by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement and the Issuer Trust Agreement and (B) pay any amounts received by it pursuant to clause (xx) of Section 5.03(b) hereof as dividends to the “Certificateholder” under the Issuer Trust Agreement. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or any other Account except in accordance with this Indenture and the Transaction Documents.

Section 3.11. Providing of Notice. The Issuer, upon learning of any failure on its part to observe or perform in any material respect any covenant, representation or warranty of the Issuer set forth in this Indenture, the Sale and Servicing Agreement or any other Transaction Document to which it is a party, or of any failure on the part of the Contributor or the Depositor to observe or perform in any material respect any covenant, representation or warranty of the Contributor or the Depositor, as applicable, set forth in the Contribution Agreement, the Sale and Servicing Agreement or any other Transaction Document to which it is a party, as applicable, or upon learning of any Default, Event of Default, Servicer Event of Default or Termination Event, shall promptly notify, in writing, the Indenture Trustee, the Noteholders, and the Contributor of such failure or Default, Event of Default, Servicer Event of Default or Termination Event.

Section 3.12. Representations and Warranties of the Issuer. The Issuer hereby reaffirms all of its representations, warranties and covenants made in each of the other Transaction Documents and represents, warrants and covenants to the Indenture Trustee, the Noteholders and the Agent that as of the Restatement Date and each Funding Date:

(a) The Issuer is duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware with full power and authority to execute and deliver this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party and to perform the terms and provisions hereof and thereof; the Issuer is duly qualified to do business as a foreign business entity in good standing, and has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Issuer, the Trust Estate, the Noteholders, the Agent or any Receivable;

(b) All necessary action has been taken by the Issuer to authorize and empower the Issuer, and the Issuer has full power and authority to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party, and

49

the Issuer has full power and is duly authorized to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party, and no consent or approval of any Person is required for the execution, delivery or performance by the Issuer of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party;

(c) This Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party have been duly executed and delivered, and the execution and delivery of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party by the Issuer and its performance and compliance with the terms hereof and thereof will not violate the Certificate of Trust or the Issuer Trust Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, indenture, loan, credit agreement or any other agreement or instrument (including, without limitation, the Transaction Documents) to which the Issuer is a party or which may be applicable to the Issuer or any of its assets;

(d) This Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party constitute valid, legal and binding obligations of the Issuer, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity;

(e) The Issuer is not in violation of, and the execution, delivery and performance of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party by the Issuer will not constitute a violation with respect to, any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Issuer or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;

(f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Issuer’s knowledge, threatened against or contemplated by the Issuer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Indenture, the Notes or any other Transaction Document;

(g) Each of the representations and warranties of the Issuer set forth in the Sale and Servicing Agreement, the Issuer Trust Agreement and each other Transaction Document to which it is a party is, as of the Restatement Date, and will be, as of each Funding Date, true and correct in all material respects and each such representation and warranty is hereby incorporated in this Indenture as if set forth herein in full.

50

(h) The Issuer has not incurred debt or engaged in activities not related to the transactions contemplated hereunder except as permitted by the Issuer Trust Agreement or Section 3.04 hereof.

(i) The Issuer is not insolvent and did not become insolvent as a result of the Grant pursuant to this Indenture; the Issuer is not engaged and is not about to engage in any business or transaction for which any property remaining with the Issuer is unreasonably small capital or for which the remaining assets of the Issuer are unreasonably small in relation to the business of the Issuer or the transaction; the Issuer does not intend to incur, and does not believe or reasonably should not have believed that it would incur, debts beyond its ability to pay as they become due; and the Issuer has not made a transfer or incurred an obligation and does not intend to make such a transfer or incur such an obligation with actual intent to hinder, delay or defraud any entity to which the Issuer was or became, on or after the date that such transfer was made or such obligation was incurred, indebted.

(j) (i) The transfer of the Receivables by the Contributor to the Depositor pursuant to the Contribution Agreement is a contribution for financial accounting purposes and federal income tax purposes, (ii) the transfer of the Receivables by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement is an absolute transfer for legal purposes, (iii) the Grant of the Receivables by the Issuer pursuant to the terms of this Indenture is a pledge for financial accounting purposes and federal income tax purposes, (iv) the Issuer is the owner of the Receivables for financial accounting purposes and federal income tax purposes, and (v) the Notes will be treated by the Issuer as indebtedness of the Depositor for federal income tax purposes. In this regard, the financial statements of the Contributor and its consolidated subsidiaries will show that the Receivables are owned by such consolidated group and the Notes as indebtedness of the consolidated group (and will contain footnotes describing the transfers to the Depositor and the Issuer and the pledge to the Indenture Trustee), and the federal tax returns of the Contributor and its consolidated subsidiaries will indicate that the Notes are indebtedness of such consolidated group.

(k) The legal name of the Issuer is as set forth in this Indenture; the Issuer has no trade names, fictitious names, assumed names or “doing business as” names.

(l) Upon the delivery to the Custodian of the Custodian Files and the filing of the Perfection UCCs in accordance with applicable law, the Indenture Trustee, for the benefit of the Noteholders, shall have a first priority perfected security interest in the Receivables and in the proceeds thereof, limited with respect to proceeds to the extent set forth in Section 9-315 of the UCC as in effect in the applicable jurisdiction. Other than with respect to the Financed Vehicles, all filings (including, without limitation, UCC filings) and other actions as are necessary in any jurisdiction to perfect the ownership, security interest, or other interest of the Indenture Trustee in the related Trust Estate, including delivery of the Receivables and the Custodian Files to the Custodian, and the payment of any fees, have been made.

51

(m) None of the absolute transfer of the Receivables and security interest in the Financed Vehicles by the Contributor to the Depositor pursuant to the Contribution Agreement, the absolute transfer of the Receivables and security interest in the Financed Vehicles by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement, or the Grant by the Issuer to the Indenture Trustee pursuant to this Indenture is subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(n) The Issuer is not an “investment company” as such term is defined in the 1940 Act.

(o) The principal place of business of the Issuer is located in the State of Texas and the chief executive office and the jurisdiction of organization of the Issuer are located in the State of Delaware, and there are no other such locations.

(p) All tax returns or extensions required to be filed by the Issuer in any jurisdiction (other than jurisdictions in which the failure to file would not have a material adverse effect on the Issuer, the Issuer’s ability to perform its obligations under the Transaction Documents, any Noteholder or any Receivable or any other part of the Trust Estate) have in fact been filed, and all taxes, assessments, fees and other governmental charges upon the Issuer, or upon any of the properties, income or franchises shown to be due and payable on such returns have been, or will be, paid or are being contested in good faith by appropriate proceedings with respect to which the Agent has received written notice. To the knowledge of the Issuer, all such tax returns are true and correct and the Issuer has no knowledge of any proposed additional tax assessment against it in any material amount nor of any basis therefor.

(q) All information heretofore furnished by the Issuer for purposes of or in connection with any of the Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Issuer will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(r) Since June 30, 2006, no event has occurred that would have a material adverse effect on (i) the financial condition or operations of Issuer, (ii) the ability of Issuer to perform its obligations under the Transaction Documents, or (iii) the collectibility of the Receivables generally or any material portion of the Receivables.

(s) The Issuer has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a material adverse effect on the Issuer, any Noteholder, any Receivable or other part of the Trust Estate.

52

Section 3.13. Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Noteholders that as of the Restatement Date and each Funding Date:

(a) The Indenture Trustee has been duly organized and is validly existing as a national banking association under the laws of the United States;

(b) The Indenture Trustee has full power and authority and legal right to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party;

(c) This Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party have been duly executed and delivered by the Indenture Trustee and constitute the legal, valid, and binding obligations of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, liquidation, moratorium, fraudulent conveyance, or similar laws affecting creditors’ or creditors of banks’ rights and/or remedies generally or by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

(d) The execution, delivery and performance this Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party by the Indenture Trustee will not constitute a violation with respect to any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency binding on the Indenture Trustee, which violation might have consequences that would materially and adversely affect the performance of its duties under this Indenture; and

(e) The execution, delivery and performance of this Indenture, the Sale and Servicing Agreement and each other Transaction Document to which it is a party by the Indenture Trustee do not require any approval or consent of any Person, do not conflict with the articles of incorporation or bylaws of the Indenture Trustee.

Section 3.14. Performance of Obligation. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations in any Transaction Document or under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Documents or such other instrument or agreement.

53

(b) The Issuer may contract with other Persons acceptable to the Majority Holders to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer.

(c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Transaction Documents and in the instruments and agreements included in the Trust Estate, including, but not limited to, preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Majority Holders.

(d) If an Event of Default, Servicer Event of Default or a Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure.

(e) The Issuer agrees that it will not waive timely performance or observance by the Servicer, the Contributor or the Depositor of their respective duties under the Transaction Documents, without the prior written consent of the Majority Holders and each Noteholder that may be adversely affected thereby.

(f) If the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles, or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or by the Financial Accounting Standards Board (“FASB”), or compliance by any Noteholder with any request or directive (whether or not having the force of law) after the date hereof of any such governmental authority or FASB (a) subjects such Noteholder to any charge or withholding on or in connection with this Note, the Note Purchase Agreement, the Liquidity Agreement, the Indenture, or any other Transaction Document (collectively, the “Funding Documents”) or any amounts outstanding hereunder or thereunder, (b) changes the basis of taxation of payments to such Noteholder of any amounts payable under any of the Funding Documents (except for changes in the rate of tax on the overall net income of the Noteholder), (c) imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by, such Noteholder, (d) has the effect of reducing the rate of return on such Noteholder’s capital to a level below that which such Noteholder could have achieved but for such adoption, change or compliance (taking into consideration the Noteholder’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (i) to impose a cost on, or increase the cost to, such Noteholder of its commitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, or (ii) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, such Noteholder under any Funding Document (collectively,

54

the “Increased Costs”), then, upon demand by such Noteholder with written notice to the Indenture Trustee of the amount claimed hereunder, the Issuer promises to pay to such Noteholder such additional amounts as will compensate such Noteholder for such increased cost or reduction. Without limiting the foregoing, the Issuer acknowledges and agrees that the fees and other amounts payable by the Issuer to the Noteholders have been negotiated on the basis that the unused portion of the Noteholders’ commitments under the Note Purchase Agreement and Liquidity Agreement are treated as “short term commitments” for which there is no regulatory capital requirement. If any Noteholder determines it is required to maintain capital against its unused commitment, such Noteholder shall be entitled to compensation hereunder. Further, for the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of the Issuer or the Initial Purchasers with the assets and liabilities of JPMorgan or any Financial Institution, such event shall constitute a circumstance on which such JPMorgan or such Financial Institution may base a claim for reimbursement under this Section.

Section 3.15. Hedge Agreement Provisions.

(a) The Issuer shall at all times until the Termination Date maintain in effect, one or more Hedge Agreements with an aggregate notional amount (measured as of the last Business Day of each month) not less than the Note Principal Balance, each executed by an Eligible Hedge Counterparty, relating to the Notes and containing such terms and conditions as are required by the Majority Holders. It is expressly understood that the following shall be deemed by the Majority Holders to be an acceptable hedging arrangement:

(i) The Interest Rate Hedge Cap Strike Price/Swap Fixed Rate for each Hedge Agreement that is an interest rate cap agreement will be equal to: (A) the weighted average APR of the Eligible Receivables as of the last day of the prior Collection Period less (B) the sum of (x) the Program Fee Rate, (y) the Servicing Fee Rate and (z) 1.00%;

(ii) With respect to any Hedge Agreement, (A) the notional amount thereunder may be stepped down on a schedule resulting from the usage of an ABS Speed not greater than 0.5 with respect to the Receivables, provided that such ABS Speed may not exceed 0.0 on any date after the termination of the obligations of the Noteholders to make “Advances” under the Note Purchase Agreement as of which the Aggregate Receivable Balance shall be less than or equal to 10% of the highest Aggregate Receivable Balance since the Initial Closing Date; and (B) the final maturity date thereof may be the date of the last required Scheduled Obligor Payment or such earlier date (resulting from the usage of an ABS Speed not greater than 0.5 with respect to the Receivables, provided that such ABS Speed may not exceed 0.0 on any date after the termination of the obligations of the Noteholders to make “Advances” under the Note Purchase Agreement as of which the Aggregate Receivable Balance shall be less than or equal to 10% of the highest Aggregate Receivable Balance since the Initial Closing Date) approved by the Majority Holders; and

55

(iii) Whenever the aggregate notional amount of the Hedge Agreements may be reduced as a result of a reduction in the Note Principal Amount, the notional amounts under Hedge Agreements shall be reduced first until such Hedge Agreements are terminated before any notional amounts under Hedge Agreements are reduced.

(b) The benefits of each Hedge Agreement shall be assigned to the Indenture Trustee for the benefit of the Noteholders, the Agent and the Financial Institutions and each such Hedge Agreement shall be included in the Trust Estate. The Issuer shall pay all acquisition costs associated with the Hedge Agreements. Any amounts paid under any such Hedge Agreement to or for the benefit of the Issuer shall be deposited into the Collection Account immediately upon receipt by the Issuer or the Servicer for application pursuant to Section 5.03(b).

Article IV

Administration and Servicing of Receivables

Section 4.01. Sale and Servicing Agreement. (a) The Sale and Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Servicer with respect to the Trust Estate and other matters addressed in the Sale and Servicing Agreement, and reference is hereby made to the Sale and Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Issuer agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Issuer, may (but is not, unless so directed by the Majority Holders, required to) enforce all rights of the Issuer under the Sale and Servicing Agreement for and on behalf of the Noteholders whether or not the Issuer is in default hereunder.

(b) Promptly following a request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Issuer and with respect to the Trust Estate under or in connection with the Sale and Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Sale and Servicing Agreement.

(c) The Issuer shall not waive any default by the Servicer under the Sale and Servicing Agreement without the written consent of the Majority Holders.

(d) The Indenture Trustee does not assume any duty or obligation of the Issuer under the Sale and Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

56

(e) The Issuer has not and will not provide any payment instructions to any Obligor that are inconsistent with the provisions of Section 7.01 of the Sale and Servicing Agreement.

Article V

Accounts, Collections, Payments of Interest and Principal, Releases, Spread

Account, and Statements to Noteholders

Section 5.01. Accounts. (a)(i) The Indenture Trustee, on behalf of the Noteholders, shall establish and maintain in the name of the Issuer an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Trustee on behalf of the Noteholders. The Collection Account shall initially be established with the Indenture Trustee.

(ii) The Indenture Trustee, on behalf of the Noteholders, shall establish and maintain in the name of the Issuer an Eligible Account (the “Spread Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Trustee on behalf of the Noteholders. The Spread Account shall initially be established with the Indenture Trustee.

(b) Funds on deposit in the Accounts shall be invested by the Indenture Trustee in Eligible Investments selected by the Servicer (pursuant to standing instructions or otherwise) that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the next Payment Date. All such Eligible Investments shall be held by or on behalf of the Indenture Trustee for the benefit of the Noteholders. Other than as permitted by the Majority Holders, funds on deposit in the Accounts shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Payment Date. All Eligible Investments will be held to maturity.

(c) All investment earnings of moneys deposited in an Account shall be deposited (or caused to be deposited) by the Indenture Trustee in such Account, and any loss resulting from such investments shall be charged to such Account. The Servicer will not direct the Indenture Trustee to make any investment of any funds held in the Accounts unless the security interest Granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(d) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s gross negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms.

57

(e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Accounts to the Indenture Trustee by 3:00 p.m. New York City time (or such other time as may be agreed by the Servicer and Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Property are being applied as if there had not been such a declaration; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Accounts in the investment described in clause (e) of the definition of Eligible Investments.

(f) (i) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all investment earnings on the Accounts) and all such funds, investments, proceeds and income shall be part of the Trust Estate. Except as otherwise provided herein, the Accounts shall be under the control (as defined in Section 8-106 of the UCC) of the Indenture Trustee for the benefit of the Noteholders. If, at any time, any of the Accounts ceases to be an Eligible Account, the Indenture Trustee (or the Servicer on its behalf) shall within five Business Days (or such longer period as to which the Agent may consent) establish a new Account as an Eligible Account and shall transfer any cash and/or any investments to such new Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Accounts are not accounts with the Indenture Trustee, the Servicer shall notify the Indenture Trustee in writing promptly upon any of such Accounts ceasing to be an Eligible Account.

(ii) With respect to the Account Property, the Indenture Trustee agrees that:

(A) any Account Property that is held in deposit accounts shall be held solely in Eligible Accounts; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;

(B) any Account Property that constitutes physical property shall be delivered to the Indenture Trustee in accordance with paragraph (1)(a) or (1)(b), as applicable, of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee;

(C) any Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (1)(c) or (1)(e), as applicable, of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph;

58

(D) any Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (1)(d) of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security;

(E) the Servicer shall have the power, revocable by the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer and the Indenture Trustee to carry out their respective duties hereunder; and

(F) any Account held by it hereunder shall be maintained as a “securities account” as defined in the Uniform Commercial Code as in effect in New York (the “New York UCC”), and that it shall be acting as a “securities intermediary” for the Indenture Trustee itself as the “entitlement holder” (as defined in Section 8-102(a)(7) of the New York UCC) with respect to each such Account. The parties hereto agree that each Account shall be governed by the laws of the State of New York, and regardless of any provision in any other agreement, the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the New York UCC) shall be the State of New York. The Indenture Trustee acknowledges and agrees that (a) each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Accounts shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC and (b) notwithstanding anything to the contrary, if at any time the Indenture Trustee shall receive any order from the Servicer directing transfer or redemption of any financial asset relating to the Accounts, the Indenture Trustee shall comply with such entitlement order without further consent by the Issuer, the Depositor or any other person. In the event of any conflict of any provision of this Section 5.01(f)(ii)(F) with any other provision of this Indenture or any other agreement or document, the provisions of this Section 5.01(f)(ii)(F) shall prevail.

Section 5.02. Collection Account and Spread Account. (a) On or prior to the Initial Closing Date, the Indenture Trustee established, and at all times thereafter it shall maintain, the Collection Account as the account into which all amounts received by the Local Bank from or on behalf of Obligors under the terms of the Receivables, and all other amounts required to be deposited therein pursuant to the Transaction Documents, will be deposited within two (2) Business Days of receipt thereof. The Indenture Trustee shall provide or make available electronically (or upon written request, by first class mail or facsimile) monthly statements on all amounts received in the Collection Account to the Agent, the Issuer and the Servicer.

(b) The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Payment Date pursuant to Section 5.03(b) upon

59

certification by the Servicer of such amounts and the provision of such information to the Indenture Trustee and the Agent as may be necessary in the opinion of the Agent to verify the accuracy of such certification; provided, however, that the Servicer must provide such certification within three months of such mistaken deposit, posting or returned check. In the event that the Agent has not received evidence satisfactory to it of the Servicer’s entitlement to reimbursement pursuant to this Section, the Agent shall give the Indenture Trustee notice in writing to such effect, following receipt of which the Indenture Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.03, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.03, the Indenture Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date.

(c) On or prior to the Initial Closing Date, the Indenture Trustee established, and at all times thereafter it shall maintain, the Spread Account. On the Initial Closing Date, the Issuer deposited, and on each subsequent Funding Date the Issuer shall make a deposit, into the Spread Account sufficient to maintain an amount equal to 1.25% of the Current Peak Aggregate Receivables Balance on such date. Thereafter, on each Payment Date, the Indenture Trustee shall continue to make deposits into the Spread Account until the Spread Account equals or exceeds the Requisite Amount, as set forth in the Monthly Servicer Report. The Indenture Trustee shall provide or make available electronically (or upon written request, by first class mail or facsimile) monthly statements on all amounts received in the Spread Account to the Agent, the Issuer and the Servicer.

(d) Once the amount on deposit in the Spread Account equals or exceeds the Requisite Amount, on the Transfer Date relating to each subsequent Payment Date, the Indenture Trustee shall transfer to the Collection Account the amount specified by the Servicer in the related Monthly Servicer Report representing investment earnings on amounts held in the Spread Account as of the related Determination Date.

(e) In the event that, after giving effect to the transfers from the Spread Account made on any Transfer Date pursuant to Sections 5.02(d) and 5.03(a), the amount on deposit in the Spread Account on the related Payment Date exceeds the Requisite Amount (determined after giving effect to the payments required to be made on such Payment Date to the Noteholders of the Principal Payment Amount pursuant to Section 5.03(b)), the Indenture Trustee shall, in accordance with the Monthly Servicer Report, transfer to the Issuer on such Payment Date an amount equal to such excess.

Section 5.03. Distribution of Funds in the Collection Account. (a) On the Transfer Date relating to each Payment Date and subject to Section 5.02(c), the Indenture Trustee shall transfer, based on the information set forth in the Monthly Servicer Report, the Deficiency Claim Amount, if any, from the Spread Account into the Collection Account.

(b) On each Payment Date, the Indenture Trustee shall, based on the information set forth in the related Monthly Servicer Report, (i) allocate funds for payment from the Collection Account out of Monthly Available Funds in the following manner and order of priority and (ii) on the Payment Date, apply amounts on deposit in the Collection Account specified below in the following manner and order of priority:

60

First, to reimburse unreimbursed Servicer Advances in respect of prior Payment Dates; provided, however, that unreimbursed Servicer Advances shall not be paid with amounts transferred from the Spread Account pursuant to Section 5.03(a);

Second, to pay the Indenture Trustee any amounts owing to the Indenture Trustee pursuant to Section 7.07 (including any prior unpaid Indenture Trustee Fees, indemnities and expenses (including but not limited to any reasonable attorney’s fees and expenses of the Indenture Trustee)); provided, however, that unless an Event of Default shall have occurred and be continuing with the Indenture Trustee Fee payable pursuant to this clause Second shall be limited to an aggregate amount of $10,000 per annum, together with any amounts accrued and owing under this clause Second and not paid on a prior Payment Date;

Third, to pay each Hedge Counterparty the net amounts owing, if any, by the Issuer under the related Hedge Agreement, other than amounts constituting Breakage Costs.

Fourth, to pay the Servicer the Servicing Fee (less the total of fees and expenses to be paid to the Custodian, the Local Bank, and the Backup Servicer to the extent that such amounts have not been previously paid by the Servicer) and the amount necessary to reimburse the Servicer for any mistaken deposits or postings or checks returned for insufficient funds in accordance with Section 5.02(b);

Fifth, to the extent not paid by the Servicer, to pay, pro rata, to (i) the Local Bank and (ii) the Custodian any unpaid fees and reasonable out-of-pocket costs and expenses incurred by each of them;

Sixth, to pay the Backup Servicer the Backup Servicing Fee, together with any amounts accrued and owing under this clause Sixth and not paid on a prior Payment Date;

Seventh, to pay the Backup Servicer, upon becoming successor Servicer, the expenses of the Backup Servicer permitted under the Sale and Servicing Agreement, including any costs incurred in connection with any required re-titling or re-liening of the Financed Vehicles, to the extent such costs have not been reimbursed by the terminated Servicer, and including any boarding fees incurred by the Backup Servicer, together with any amounts accrued and owing under this clause Seventh and not paid on a prior Payment Date;

Eighth, pro rata, to pay the Agent, the Noteholders, the Owner Trustee and the Backup Servicer any indemnity amounts due and owing to such party under the Transaction Documents; provided, however, that indemnity amounts paid to any single claimant pursuant to this priority Eighth shall not exceed $100,000 per annum (it being understood that all Noteholders shall constitute a single claimant and that each indemnified party and any Person claiming by or through such indemnified party, including officers, directors, employees and agents of such indemnified party, shall constitute a single claimant), together with any amounts accrued and owing under this clause Eighth and not paid on a prior Payment Date;

61

Ninth, to pay to the Agent, the Program Fee and the Unused Fee;

Tenth, to the Noteholders, any Broken Funding Costs and the applicable Note Interest;

Eleventh, to the Noteholders, an amount equal to the Principal Payment Amount;

Twelfth, to pay to the Backup Servicer, upon the replacement of the Servicer, any reasonable expenses of the Backup Servicer in connection with the transition of servicing duties, to the extent not paid pursuant to clause Seventh, including reasonable attorneys’ fees and expenses, in each case, to the extent such costs have not been reimbursed by the terminated Servicer, together with any amounts accrued and owing under this clause Twelfth and not paid on a prior Payment Date;

Thirteenth, on each Payment Date prior to the end of the Funding Period or the occurrence and continuance of a Termination Event, to deposit into the Spread Account an amount such that the balance in the Spread Account shall equal the Requisite Amount;

Fourteenth, to pay to the Noteholders, any Increased Costs;

Fifteenth, on each Payment Date following the end of the Funding Period or the occurrence and continuance of a Termination Event, to pay to the Noteholders any remaining amounts as a payment of principal until the Note Principal Balance of the Notes is reduced to zero;

Sixteenth, pro rata, to pay to the Agent, the Noteholders, the Owner Trustee and the Backup Servicer, any indemnity amounts due and owing to such parties under the Transaction Documents and not paid to it pursuant to clause Eighth;

Seventeenth, to pay to the Hedge Counterparty any Breakage Costs due and payable under any Hedge Agreement;

Eighteenth, to pay to the Agent and the Noteholders any other amounts due to the Agent and the Noteholders as expressly provided in the Transaction Documents;

Nineteenth, to pay any amounts due and owing to the Indenture Trustee and not paid pursuant to clause Second; and

Twentieth, to remit any excess funds to or at the direction of the Issuer.

Section 5.04. Note Payments. (a) The Indenture Trustee shall pay to each Noteholder of record as of the related Record Date either (i) by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Indenture Trustee appropriate written instructions at least five (5) Business Days prior to related Payment Date (which instructions may remain in effect for subsequent Payment Dates unless revoked by such Noteholder), or (ii) if not, by check mailed to such Noteholder at the address of such Noteholder appearing in the Note Register, the amounts to be paid to such Noteholder pursuant to such Noteholder’s Notes.

62

(b) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Noteholder, such withholding tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax that is legally owed by the Issuer as instructed by the Servicer, in writing in a Monthly Servicer Report (but such authorization shall not prevent the Indenture Trustee from contesting at the expense of the Depositor any such withholding tax in appropriate proceedings, and withholding payment of such withholding tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (b). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

(c) Each Noteholder, by its acceptance of its Note, will be deemed to have consented to the provisions of Section 5.03(b) relating to the priority of payments, and will be further deemed to have acknowledged that no property rights in any amount or the proceeds of any such amount shall vest in such Noteholder until such amounts have been distributed to such Noteholder pursuant to such provisions; provided, that the foregoing shall not restrict the right of any Noteholder, upon compliance with the provisions hereof, from seeking to compel the performance of the provisions hereof by the parties hereto.

(d) For purposes of federal income, State and local income and franchise and any other income taxes, each Noteholder, by its acceptance of its Note, will be deemed to have agreed to, and hereby instructs the Indenture Trustee to, (i) treat the Notes as indebtedness of the Contributor and its consolidated subsidiaries, (ii) treat the transfer of the Receivables by the Contributor to the Depositor pursuant to the Contribution Agreement as a contribution, (iii) treat the Grant of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture as a pledge and (iv) treat the Issuer as the owner of the Receivables.

Section 5.05. Statements to Noteholders; Tax Returns. Within thirty (30) days after the end of each calendar year, the Issuer shall cause the Indenture Trustee to furnish to each Person who at any time during such calendar year was a Noteholder of record and received any payment thereon (a) a report as to the aggregate of amounts paid during such calendar year to each such Noteholder allocable to principal and allocable to interest for such calendar year or applicable portion thereof during which such Person was a Noteholder and (b) such information required by the Code, to enable such Noteholders to prepare their federal and State income tax returns. The obligation of the Indenture Trustee set forth in this paragraph shall be deemed to have been satisfied to the extent that information shall be provided by the Indenture Trustee, in the form of Form 1099 or other comparable form, pursuant to any requirements of the Code.

The Issuer shall cause the Servicer, at the Servicer’s expense, to cause a firm of Independent Public Accountants to prepare any tax returns required to be filed by the Issuer.

63

The Indenture Trustee, upon reasonable written request, shall furnish the Issuer with all such information in the possession of the Indenture Trustee as may be reasonably required in connection with the preparation of all tax returns of the Issuer.

Section 5.06. Reports by Indenture Trustee. Within five (5) Business Days after the end of each Collection Period, the Indenture Trustee shall provide or make available electronically (or upon written request, by first class mail or facsimile) to the Contributor, the Depositor, the Agent, each Noteholder and the Servicer a written report setting forth the amount in the Collection Account and the Spread Account, and the identity of the investments included therein. Without limiting the generality of the foregoing, the Indenture Trustee shall, upon the written request of the Contributor, the Depositor or the Agent, promptly transmit to the Contributor, the Depositor or the Agent, as the case may be, copies of all accountings of, and information with respect to, the Collection Account and the Spread Account and payments thereto and therefrom.

Section 5.07. Final Balances. Upon payment of all principal and interest with regard to the Notes, all other amounts due to the Agent and the Noteholders as expressly provided for in the Transaction Documents (including, without limitation, Increased Costs) and payment of all reasonable fees, charges and other expenses, such as fees and expenses of the Indenture Trustee, all moneys remaining in all Accounts, except moneys necessary to make payments equal to such amounts and payments of principal and interest with respect to the Notes, which moneys shall be held and disbursed by the Indenture Trustee pursuant to this Article V, shall be remitted to the Issuer.

Article VI

Repayment of Notes

Section 6.01. Optional Repayment. (a) The Notes are subject to full or partial repayment prior to the Termination Date, at the option of the Issuer, at any time (the “Repayment Date”) upon (i) delivery to the Indenture Trustee, the Noteholders and the Agent not less than two (2) Business Days prior to the date fixed for repayment, of an Officer’s Certificate from the Issuer stating the Issuer’s election to repay all or a portion of the Notes, (ii) the deposit by the Issuer into the Collection Account, to the extent of any shortfall therein, in the following order of priority, an amount equal to the sum of (A) the Note Interest due on the outstanding principal balance of the Notes being repaid, (B) the principal balance of the Notes being repaid, (C) the product of (1) the quotient of (x) the principal balance of the Notes being repaid, divided by (y) the aggregate principal balance of all of the Notes (before giving effect to such repayment) (such percentage, the “Allocable Portion”), times (2) the sum of all other amounts of the type specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment Date and (D) an amount sufficient to pay all costs and expenses related to the repayment, including the release of any collateral and re-liening of any collateral.

(b) On the Repayment Date, provided that the Indenture Trustee has received such amounts, the Indenture Trustee shall (i) as directed by the Servicer in writing, pay to the Noteholders the principal balance of the Notes being repaid and the Note Interest due thereon and all other amounts due to such Noteholders, (ii) pay all other Persons the Allocable Portion of the amounts specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid

64

through the Repayment Date, (iii) as directed by the Servicer in writing, release any Collections being held in the Collection Account which are attributable solely to the Receivables being released in connection with such repayment to, or at the direction of, the Servicer, (iv) subject to the terms of Section 6.04, release from the lien of this Indenture any Receivables requested to be released in connection with the related repayment and (v) if such repayment is the final repayment in full of the principal balance and all other amounts due to the Noteholders, release any remaining assets in the Trust Estate to the Issuer pursuant to Section 6.04.

Section 6.02. Repayment Payments. Prior to the date fixed for repayment, any additional funds required to pay Note Interest and to reduce the Note Principal Balance and to pay all other amounts of the type specified in clauses First through Seventeenth of Section 5.03(b) through the date of such repayment shall be deposited in the Collection Account with the Indenture Trustee to pay, and the Indenture Trustee is hereby authorized and directed to apply such funds to the repayment of, the Notes to be so repaid, together with accrued payments of interest thereon to the Repayment Date and all other amounts in accordance with the payment priority provisions contained in Section 5.03(b). Upon the deposit of funds in full for repayment and payment thereof pursuant to Section 5.04, payments of interest on the Notes or portions thereof thus repaid shall no longer accrue interest on and after the date fixed for such final repayment.

Section 6.03. Cancellation of Notes. After the expiration of the facility provided for hereunder, all Notes which have been fully repaid, paid in full or retired or received by the Indenture Trustee for exchange shall not be reissued but shall be canceled and destroyed in accordance with its customary procedures.

Section 6.04. Release of Collateral. (a) The Indenture Trustee shall, on or after the Termination Date, release any remaining portion of the Trust Estate from the lien created by this Indenture and shall deposit in the Collection Account any funds then on deposit in any other Account.

(b) The Issuer shall be entitled to obtain a release from the lien of this Indenture (i) for any Nonconforming Receivable at any time in connection with the repurchase of such Receivable by the Contributor in accordance with the Contribution Agreement, (ii) for any Receivable in respect of which the Servicer has determined in accordance with the Sale and Servicing Agreement that the entire amount of Insurance Proceeds and Recoveries expected to be received with respect to such Receivable and the related Financed Vehicle has been received, (iii) for any Receivable in respect of which the Receivable Balance in respect thereof has been reduced to zero as a result of a final payment or a prepayment in full, or (iv) for any other Receivable, in each case upon satisfaction of the following conditions:

(1) the deposit into the Collection Account of an aggregate amount equal to the sum of (x) the Repurchase Price for each Receivable requested to be released pursuant to Section 6.04(b)(i) or (iv), (y) the entire amount of Insurance Proceeds and Recoveries received or expected to be received with respect to each Receivable and the related Financed Vehicle requested to be released pursuant to Section 6.04(b)(ii), and (z) the Receivable Balance of each Receivable on the date of the final payment or prepayment in full in respect thereof plus accrued and unpaid interest thereon, if any, as of such date, calculated at the APR provided for in the retail installment contract evidencing such Receivable, in the case of any Receivable requested to be released pursuant to Section 6.04(b)(iii);

65

(2) the Servicer, in accordance with the terms of the Transaction Documents, shall have delivered to the Indenture Trustee, the Agent and the Lender Group Agents a Request for Release that identifies the Receivables to be released, requests the release thereof, sets forth the amount deposited in the Collection Account with respect thereto and contains the following certifications:

(x) that the amount deposited in the Collection Account equals the aggregate amount required to be so deposited under Section 6.04(b)(1);

(y) in the case of a release described in Section 6.04(b)(iv) above, (i) no selection criteria adverse to the Noteholders shall have been used in selecting the Receivables to be released, after giving effect to the release and any repayment of the Notes in connection therewith, and (ii) after giving effect to the release and any repayment of the Notes in connection therewith, the Collateral Test Amount is not less than zero (0); and

(z) all other requirements of the Transaction Documents in connection with such release have been satisfied.

(c) Upon satisfaction of the conditions specified in subsection (b), so long as the Indenture Trustee has neither received written notice, nor has actual knowledge, that any Default, Event of Default, Termination Event or Servicer Event of Default shall have occurred and be continuing or shall result from such release, the Indenture Trustee shall, by executing the relevant Request for Release, release from the lien of this Indenture and deliver to or upon the order of the Issuer (or to or upon the order of the Depositor or the Contributor if it has satisfied its obligations under Section 3.03 of the Servicing Agreement and Section 3.03 of the Contribution Agreement with respect to a Receivable) the Receivable and the related Custodian File. Upon such release, the Issuer shall have the power to direct the disposition of, or enter into agreements relating to, its rights, title and interest in the released Receivables. Upon the order of the Issuer, the Indenture Trustee shall authorize a UCC financing statement prepared by the Servicer evidencing such release. The Servicer shall file any such authorized UCC financing statements.

Article VII

The Indenture Trustee

Section 7.01. Duties of Indenture Trustee. (a) If the Indenture Trustee has received notice pursuant to Section 7.02, or a Responsible Officer of the Indenture Trustee shall otherwise have actual knowledge that an Event of Default has occurred and is continuing, the Indenture Trustee shall, at the written direction of the Majority Holders, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

66

(b) Except during the occurrence and continuance of such an Event of Default:

(i) The Indenture Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or obligations of the Indenture Trustee shall be read into this Indenture.

(ii) In the absence of gross negligence or bad faith on its part, the Indenture Trustee may conclusively rely, and shall be fully protected from acting or refraining from acting, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions, resolutions, reports, notices, requests, consents, orders, approvals or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture. The Indenture Trustee shall, however, examine such certificates and opinions to determine whether they conform on their face to the requirements of this Indenture but the Indenture Trustee shall not be required to determine, confirm or recalculate information contained in such certificates or opinions.

(c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i) This paragraph does not limit the effect of subsection (b) of this Section 7.01.

(ii) The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts.

(iii) The Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with this Indenture or for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(iv) Except in connection with the performance of its obligations under Section 3.05(b) hereof, the Indenture Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or otherwise to perfect or to maintain the perfection of any security interest in any Receivable.

(d) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. In having reasonable grounds for believing that such repayment or indemnity is not assured to it, the Indenture Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of the Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the Trust Estate pursuant to Sections 7.07 and 5.03(b) hereof.

(e) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to the provisions of this Section 7.01.

67

(f) The provisions of subsections (a), (b), (c) and (d) of this Section 7.01 shall apply to any co-trustee or separate trustee appointed by the Issuer and the Indenture Trustee pursuant to Section 7.13 hereof.

(g) Money held in trust by the Indenture Trustee need not be segregated from other trust funds held by the Indenture Trustee except to the extent required by law.

(h) The permissive right of the Indenture Trustee to take actions enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct.

(i) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any account held by the Indenture Trustee resulting from any loss experienced on any Receivables.

(j) In no event shall the Indenture Trustee be required to take any action that conflicts with any of the provisions of this Indenture or with the Indenture Trustee’s fiduciary duties or that adversely affect its rights and immunities hereunder.

(k) Upon discovery by the Indenture Trustee of the occurrence of a Termination Event, Default, Servicer Event of Default or Event of Default or receipt of notice thereof, the Indenture Trustee shall provide notice thereof to the Noteholders, the Servicer, the Agent and the Issuer. In the event the Servicer does not make available to the Agent all reports of the Servicer and all reports to the Noteholders, upon request of any of the Agent or one of the Rating Agencies, the Indenture Trustee shall make available promptly after such request, copies of such Servicer reports as are in Indenture Trustee’s possession to the Agent and the Noteholders.

(l) In no event shall the Indenture Trustee have any obligations or duties under or have any liabilities whatsoever to Noteholders under ERISA.

(m) With respect to all Receivables and any related part of the Trust Estate released from the Lien of this Indenture, the Indenture Trustee shall assign, without recourse, representation or warranty, to the appropriate Person as directed by the Issuer, prior to the Termination Date, with the consent of the Majority Holders, all the Indenture Trustee’s right, title and interest in and to such assets, such assignment being in the form as prepared by the Servicer or the Issuer and acceptable to the Indenture Trustee. Such Person will thereupon own such Receivable and related rights appurtenant thereto free of any further obligation to the Indenture Trustee or the Noteholders with respect thereto. The Indenture Trustee shall also execute and deliver all such other instruments or documents as shall be reasonably requested by any such Person to be required or appropriate to effect a valid transfer of title to a Receivable and the related assets.

(n) The Indenture Trustee shall, upon reasonable prior notice to the Indenture Trustee by the Agent, permit any representative of the Agent, during the Indenture Trustee’s normal business hours, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Notes, to make copies and extracts therefrom and to discuss the Indenture Trustee’s affairs and actions, as such affairs and actions relate to the Indenture Trustee’s duties with respect to the Notes, with the Indenture Trustee’s officers and employees responsible for carrying out the Indenture Trustee’s duties with respect to the Notes.

68

(o) Promptly (but in any event within two Business Days after its receipt thereof) the Indenture Trustee will furnish to each Noteholder and the Agent a copy of each certificate, opinion, report, statement, notice or other communication furnished by or on behalf of the Issuer, the Contributor, the Depositor, the Servicer or the Custodian to the Indenture Trustee (but not to the Noteholders or the Agent) pursuant to the Transaction Documents.

Section 7.02. Notice of Termination Event, Default, Servicer Event of Default or Event of Default. The Indenture Trustee shall not be required to take notice of or be deemed to have notice or knowledge of any Termination Event, Default, Servicer Event of Default or Event of Default, unless specifically notified in writing at the address set forth in Section 11.04 or until a Responsible Officer of the Indenture Trustee shall have acquired actual knowledge of any Termination Event, Default, Servicer Event of Default or Event of Default. If written notice of the existence of a Termination Event, Default, Event of Default or Servicer Event of Default has been delivered to a Responsible Officer of the Indenture Trustee or a Responsible Officer of the Indenture Trustee has actual knowledge thereof, the Indenture Trustee shall promptly mail to the Agent and each Noteholder notice thereof, but in any event, no later than 5 days after such knowledge or notice occurs.

Section 7.03. Rights of Indenture Trustee. (a) The Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in any document.

(b) Before the Indenture Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

(c) The Indenture Trustee shall not be liable for any action it takes or omits to take or any action or inaction it believes in good faith to be authorized or within its rights or powers.

(d) Except as provided in Section 7.01(b) hereof, the Indenture Trustee shall not be bound to make any investigation into the facts of matters stated in any reports, certificates, payment instructions, opinion, notice, order or other paper or document unless the Indenture Trustee has actual knowledge to the contrary.

(e) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, but the Indenture Trustee shall be responsible for any willful misconduct or negligence on the part of, and for the supervision of, any such agent, attorney, custodian or nominee appointed by it hereunder. The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

69

Section 7.04. Not Responsible for Recitals, Issuance of Notes or Application of Moneys as Directed. The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations with respect to the Trust Estate or as to the validity or sufficiency of the Trust Estate or this Indenture or of the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of the proceeds of the Notes. Subject to Section 7.01(b), the Indenture Trustee shall not be liable to any Person for any money paid to the Issuer upon Issuer Order, Servicer instruction or order or direction provided in a Monthly Servicer Report contemplated by this Indenture.

Section 7.05. May Hold Notes. The Indenture Trustee or any agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Indenture Trustee or other agent.

Section 7.06. Money Held in Trust. The Indenture Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer and except to the extent of income or other gain on investments which are obligations of the Indenture Trustee.

Section 7.07. Compensation and Reimbursement. (a) The Issuer agrees:

(i) to pay the Indenture Trustee from time to time the Indenture Trustee Fee. The Indenture Trustee’s compensation shall not be limited by any law with respect to compensation of a trustee of an express trust and the payments to the Indenture Trustee provided by Article V hereto shall constitute payment due with respect to the applicable fee agreement or letter;

(ii) to reimburse the Indenture Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including, but not limited to, the reasonable compensation, expenses and disbursements of its agents and counsel and allocable costs of in-house counsel); provided, however, in no event shall the Issuer pay or reimburse the Indenture Trustee or the agents or counsel, including in-house counsel of either, for any expenses, disbursements and advances incurred or made by the Indenture Trustee in connection with any negligent action or inaction on the part of the Indenture Trustee;

(iii) to indemnify the Indenture Trustee and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Indenture Trustee arising out of, or in connection with, the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of whatever kind or nature, regardless of its merit, demanded, asserted or claimed against the Indenture Trustee, directly or indirectly, in connection with the exercise or performance of any of its powers or duties

70

hereunder, including, without limitation all reasonable attorneys’ and consultants’ fees and expenses and court costs; provided, however, that:

(A) with respect to any such claim the Indenture Trustee shall have given the Issuer, the Contributor, the Agent and the Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof, provided, that failure to notify shall not relieve the parties of their obligations hereunder;

(B) notwithstanding anything to the contrary in this Section 7.07(a)(iii), none of the Issuer, the Contributor, the Depositor or the Servicer shall be liable for settlement of any such claim by the Indenture Trustee entered into without the prior consent of the Issuer, the Contributor, the Depositor or the Servicer, as the case may be, which consent shall not be unreasonably withheld or delayed; and

(C) the Indenture Trustee, its officers, directors, employees and agents, as a group, shall be entitled to counsel separate from the Issuer, the Contributor, the Depositor and the Servicer; to the extent the Issuer’s, the Contributor’s, the Depositor’s or the Servicer’s interests are not (in the determination of the Indenture Trustee) adverse to the interests of the Indenture Trustee, its officers, directors, employees or agents, the Indenture Trustee may agree to be represented by the same counsel as the Issuer, the Contributor, the Depositor or the Servicer.

Such payment obligations and indemnification shall survive the termination of this Indenture and the earlier resignation or removal of the Indenture Trustee. The Indenture Trustee’s expenses are intended as expenses of administration.

(b) The Indenture Trustee shall, on each Payment Date, in accordance with the priority of payment set forth in Section 5.03(b), deduct payment of its fees and expenses hereunder from moneys in the Collection Account to the extent not otherwise paid by the Servicer or any other Person.

(c) The Issuer agrees to assume and to pay, and to indemnify, defend and hold harmless the Indenture Trustee and the Noteholders from any taxes which may at any time be asserted with respect to, and as of the date of, the Grant of the Trust Estate to the Indenture Trustee, including, without limitation, any sales, gross receipts, general corporation, personal property, privilege or license taxes (but with respect to the Noteholders only, not including any federal, State or other taxes arising out of the creation or the issuance of the Notes or payments with respect thereto) and costs, expenses and reasonable counsel fees in defending against the same.

(d) When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 8.01 with respect to the Issuer, if the surviving entity has failed to honor such obligation the expenses are intended to constitute expenses of administration under any insolvency law or under Title 11 of the United States Code.

71

Section 7.08. Eligibility; Disqualification. The Indenture Trustee shall always have a combined capital and surplus as stated in Section 7.09, and shall always be a bank or trust company with corporate trust powers organized under the laws of the United States or any State thereof which is a member of the Federal Reserve System and shall be rated at least “Aa2” by Moody’s and “A+” by S&P. Except as set forth in Section 7.10(d)(ii), each successor Indenture Trustee must be approved in writing by the Majority Holders.

Section 7.09. Indenture Trustee’s Capital and Surplus. The Indenture Trustee and/or its parent shall at all times have a combined capital and surplus of at least $100,000,000. If the Indenture Trustee publishes annual reports of condition of the type described in Section 310(a)(2) of the Trust Indenture Act of 1939, as amended, its combined capital and surplus for purposes of this Section 7.09 shall be as set forth in the latest such report.

Section 7.10. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Section 7.10 shall become effective until the acceptance of appointment by the successor Indenture Trustee under Section 7.11.

(b) The Indenture Trustee may resign at any time by giving written notice thereof to the Issuer, the Servicer, the Agent and each Noteholder. If an instrument of acceptance by a successor Indenture Trustee, which Indenture Trustee shall be acceptable to the Majority Holders, shall not have been delivered to the Indenture Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(c) The Indenture Trustee may be removed at any time by the Majority Holders upon 30 days’ prior written notice, delivered to the Indenture Trustee, with copies to the Servicer, the Issuer, the Agent and each Noteholder.

(d) (i) If at any time the Indenture Trustee shall cease to be eligible under Section 7.08 or 7.09 or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (x) the Issuer with the prior written consent of the Majority Holders, by an Issuer Order, or (y) the Majority Holders may remove the Indenture Trustee.

(ii) If the Indenture Trustee shall be removed pursuant to Sections 7.10(c) or (d) and no successor Indenture Trustee acceptable to the Majority Holders shall have been appointed pursuant to paragraph (e) below and accepted such appointment within thirty (30) days of the date of removal, the removed Indenture Trustee may petition any court of competent jurisdiction for appointment of a successor Indenture Trustee acceptable to the Majority Holders.

(e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Indenture Trustee for any cause, (i) the Issuer, with the prior written consent of the Majority Holders, by an Issuer Order or (ii) the Majority Holders shall promptly appoint a successor Indenture Trustee.

72

(f) The Issuer shall give to the Agent and the Noteholders notice of each resignation and each removal of the Indenture Trustee and each appointment of a successor Indenture Trustee. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

(g) The provisions of this Section 7.10 shall apply to any co-trustee or separate trustee appointed by the Issuer and the Indenture Trustee with the consent of the Majority Holders pursuant to Section 7.13 hereof.

Section 7.11. Acceptance of Appointment by Successor. (a) Every successor Indenture Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee. Notwithstanding the foregoing, on request of the Issuer or the successor Indenture Trustee, such retiring Indenture Trustee shall, upon payment of its fees, expenses and other charges, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the retiring Indenture Trustee and shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder. Upon request of any such successor Indenture Trustee, the Issuer shall execute and deliver any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts.

(b) No successor Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Indenture Trustee shall be qualified and eligible under Sections 7.08 and 7.09.

(c) Notwithstanding the replacement of the Indenture Trustee, the obligations of the Issuer pursuant to Section 7.07 shall continue for the benefit of the retiring Indenture Trustee.

Section 7.12. Merger, Conversion, Consolidation or Succession to Business of Indenture Trustee. Any corporation or national banking association into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or national banking association resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation, bank, trust company or national banking association succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder if such corporation, bank, trust company or national banking association shall be otherwise qualified and eligible under Sections 7.08 and 7.09 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes have been authenticated, but not delivered, by the Indenture Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Indenture Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Indenture Trustee had authenticated such Notes.

73

Section 7.13. Co-trustees and Separate Indenture Trustees. (a) At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be located, the Issuer and the Indenture Trustee shall have power to appoint, with the prior written consent of the Majority Holders (and, upon the written request of the Indenture Trustee, the Issuer shall for such purpose join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint) one or more Persons approved by the Indenture Trustee either to act as co-trustee, jointly with the Indenture Trustee, of all or any part of the Trust Estate, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section 7.13. If the Issuer does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Indenture Trustee alone with the prior written consent of the Majority Holders shall have power to make such appointment.

(b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer.

(c) Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:

(i) The Notes shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised solely by the Indenture Trustee.

(ii) The rights, powers, duties and obligations hereby conferred or imposed upon the Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed solely by such co-trustee or separate trustee.

(iii) The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 7.13, and, in case an Event of Default has occurred and is continuing, the Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or

74

proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 7.13.

(iv) No co-trustee or separate trustee hereunder shall be financially or otherwise liable by reason of any act or omission of the Indenture Trustee, or any other such trustee hereunder, and the Indenture Trustee shall not be financially or otherwise liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder.

(v) Any Act of Noteholders delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Section 7.14. Books and Records. The Indenture Trustee agrees to provide to the Noteholders and the Agent the right during normal business hours upon prior reasonable notice in writing to inspect its books and records insofar as the books and records relate to the functions and duties of the Indenture Trustee pursuant to this Indenture.

Section 7.15. Control. Upon the Indenture Trustee being adequately indemnified in writing to its satisfaction, the Majority Holders shall have the right to direct the Indenture Trustee with respect to any action or inaction by the Indenture Trustee hereunder, the exercise of any trust or power conferred on the Indenture Trustee, or the conduct of any proceeding for any remedy available to the Indenture Trustee with respect to the Notes or the Trust Estate provided that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture or expose the Indenture Trustee to financial or other liability (for which it has not been adequately indemnified) or be unduly prejudicial to the Noteholders not approving such direction including, but not limited to and without intending to narrow the scope of this limitation, direction to the Indenture Trustee to act or omit to act, directly or indirectly, to amend, hypothecate, subordinate, terminate or discharge any Lien benefiting the Noteholders in the Trust Estate;

(b) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction; and

(c) except as expressly provided otherwise herein (but only with the consent of or at the direction of the Majority Holders), the Indenture Trustee shall have the authority to take any enforcement action which it reasonably deems to be necessary to enforce the provisions of this Indenture.

Section 7.16. Suits for Enforcement. If an Event of Default shall occur and be continuing, the Indenture Trustee shall, at the direction of the Majority Holders and upon receipt of an Opinion of Counsel, if it so chooses, proceed to protect and enforce its rights and the rights of any Noteholders under this Indenture by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy as the Indenture Trustee, being advised by counsel,

75

shall deem most effectual to protect and enforce any of the rights of the Indenture Trustee or any Noteholders, but in no event shall the Indenture Trustee be liable for any failure to act in the absence of direction from the Majority Holders.

Article VIII

Event of Default

Section 8.01. Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder:

(a) default in the payment of any interest on any Note or any other amount (except principal) due with respect to any such Note when the same becomes due and payable, and such default shall continue for a period of two days;

(b) default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, and such default shall continue for a period of one day;

(c) the Issuer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, marshaling of assets and liabilities or similar proceedings or relating to the Issuer or relating to all or substantially all of the property of the Issuer, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, marshaling of assets and liabilities or similar proceedings shall have been entered against the Issuer; or the Issuer shall admit in writing its inability to pay all or substantially all of its debts generally as they become due, file (or have filed against it) a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute or make an assignment of all or substantially all of its property for the benefit of its creditors;

(d) (i) failure to observe or perform any covenant or obligation of the Issuer set forth in this Indenture (other than the failure to make any required payment with respect to the Notes), which has not been cured within thirty (30) days from the date of receipt by the Issuer of written notice from the Indenture Trustee of such breach or default, or (ii) the failure of the Issuer to deposit into the Collection Account all amounts required to be deposited therein by the required deposit date;

(e) any representation, warranty or statement of the Issuer (other than certain representations and warranties with respect to the eligibility of the Receivables) contained in this Indenture, the Sale and Servicing Agreement or any report, document or certificate delivered by the Issuer pursuant to the foregoing agreements shall prove to be incorrect in any material respect as of the time when the same shall have been made and, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured within thirty (30) days after written notice thereof shall have been given to the Indenture Trustee and the defaulting party by the Servicer, the Indenture Trustee, the Agent or the Majority Holders;

76

(f) the cessation of a valid perfected first priority security interest in the Receivables (the aggregate outstanding balance of which is in excess of $100,000) or the Accounts in favor of the Indenture Trustee which is not cured within three (3) days of receipt of notice thereof;

(g) any of the Issuer, the Contributor or the Depositor shall become an “investment company” within the meaning of the Investment Company Act; and

(h) any Termination Event specified in clause (a), (c), (d), (f), (g), (h), (i), (j), (k), (l), (m), (n), (o), (p), (q), (r), (s), (u), (v) or (w) of the definition thereof.

then in the case of any event described in the foregoing subparagraphs, after the applicable grace period set forth in such subparagraphs, if any, the Indenture Trustee shall give written notice of the occurrence of an Event of Default to the Agent and the Noteholders, and the Indenture Trustee, at the direction of the Majority Holders, shall then give notice in writing to the Contributor, the Depositor, the Backup Servicer and the Issuer that an Event of Default has occurred as of the date of such notice. The Issuer is required to give the Indenture Trustee and the Agent written notice of the occurrence of any Event of Default immediately after actual knowledge thereof.

Section 8.02. Actions of Indenture Trustee. If an Event of Default shall occur and be continuing, the Indenture Trustee shall, at the direction of the Supermajority Holders, in addition to taking those actions set forth elsewhere in Article VIII hereof, do one or more of the following:

(a) declare the entire unpaid principal amount of the Notes, all interest accrued and unpaid thereon, interest from the date of the Event of Default, at the Default Rate and all other amounts payable under this Indenture and the other Transaction Documents to become immediately due and payable;

(b) take possession of and sell the Trust Estate;

(c) institute proceedings for collection of amounts due on the Notes or under this Indenture by automatic acceleration or otherwise, or if no such acceleration or collection efforts have been made, or if such acceleration or collection efforts have been made, but have been annulled or rescinded, the Indenture Trustee may elect to take possession of the Trust Estate and collect or cause the collection of the proceeds thereof and apply such proceeds in accordance with the applicable provisions of the Indenture;

(d) enforce any judgment obtained and collect any amounts adjudged from the Issuer;

(e) institute any proceedings for the complete or partial foreclosure of the lien created by the Indenture with respect to the Trust Estate; and

(f) protect the rights of the Indenture Trustee and the Noteholders by taking any appropriate action including exercising any remedy of a secured party under the UCC or any other applicable law.

77

Section 8.03. Indenture Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or any interest or other amounts) shall, at the written direction of the Majority Holders, by intervention in such proceeding or otherwise,

(a) file and prove a claim for the whole amount owing and unpaid in respect of the Notes issued hereunder and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and of the Noteholders allowed in such proceeding, and

(b) collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such proceeding is hereby authorized by each Noteholder to make such payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 7.07.

Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize and consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment, or composition affecting any of the Notes or the rights of any Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Section 8.04. Indenture Trustee May Enforce Claim Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee, with the prior written consent of the Majority Holders or at the direction of the Majority Holders, without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee for the benefit of the Noteholders, and any recovery of judgment shall be applied first, to the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and any other amounts due the Indenture Trustee under Section 7.07 (provided that, any indemnification by the Issuer under Section 7.07 shall be paid only in the priority set forth in Section 5.03(b)) hereof, second, to the Backup Servicer, if any, for any fees and expenses due to the Backup Servicer under the Transaction Documents, third, to the Agent, for any fees and expenses due to the Agent hereunder, fourth, for the ratable benefit of the Noteholders for all amounts due to such Noteholders, and fifth, to the Issuer.

78

Section 8.05. Knowledge of Indenture Trustee. Any references herein to the knowledge, discovery or learning of the Indenture Trustee shall mean and refer to a Responsible Officer of the Indenture Trustee.

Section 8.06. Limitation on Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder unless:

(a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(b) the Majority Holders shall have made written request to the Indenture Trustee to institute Proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(c) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Indenture Trustee for 30 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such Proceedings; and

(e) no direction inconsistent with such written request has been given to the Indenture Trustee during such 30-day period by the Majority Holders;

it being understood and intended that no one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

Section 8.07. Unconditional Right of Noteholders to Receive Principal and Interest. The Noteholders shall have the right, which is absolute and unconditional, subject to the express terms of this Indenture, to receive payment of principal and interest on such Notes, subject to the respective relative priorities provided for in this Indenture, as such principal and interest becomes due and payable from the Trust Estate and to institute Proceedings for the enforcement of any such payment, and such right shall not be impaired except as expressly permitted herein without the consent of such Holders.

Section 8.08. Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then, and in every case, the Issuer, the Indenture Trustee and the Noteholders 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 Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

79

Section 8.09. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 2.08 hereof, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and 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 or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 8.10. Delay or Omission; Not Waiver. No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article VIII or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 8.11. Control by Noteholders. The Majority Holders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee; provided that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture including, without limitation, any provision hereof which expressly provides for approval by a greater percentage of the aggregate principal amount of all Outstanding Notes;

(b) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction; provided, however, that, subject to Section 7.01 hereof, the Indenture Trustee need not take any action which a Responsible Officer or Officers of the Indenture Trustee in good faith determines might involve it in personal liability (unless the Indenture Trustee is furnished with the reasonable indemnity referred to in Section 8.11(c) below); and

(c) the Indenture Trustee has been furnished reasonable indemnity against costs, expenses and liabilities which it might incur in connection therewith.

Section 8.12. Waiver of Certain Events by Less than All Noteholders. The Supermajority Holders may, on behalf of the Holders of all the Notes, waive any past Termination Event, Default, Event of Default or Servicer Event of Default hereunder, and its consequences, except:

(a) a Default in the payment of the principal of or interest on any Note, or a Default caused by the Issuer becoming an “investment company” under the Investment Company Act of 1940, as amended, or

(b) in respect of a covenant or provision hereof which under Article IX hereof cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.

80

Upon any such waiver, such Termination Event, Default, Event of Default or Servicer Event of Default shall cease to exist, and any Termination Event, Default, Event of Default or Servicer Event of Default or other consequence arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Termination Event, Default, Event of Default or Servicer Event of Default or impair any right consequent thereon.

Section 8.13. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 8.13 shall not apply to any suit instituted by the Indenture Trustee or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the Maturity Date expressed in such Note.

Section 8.14. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not, at any time, insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 8.15. Sale of Trust Estate. (a) The power to effect any sale of any portion of the Trust Estate pursuant to this Article VIII shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate securing the Notes shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale.

(b) The Indenture Trustee shall not, in any private sale, sell to a third party the Trust Estate, or any portion thereof unless the Majority Holders direct the Indenture Trustee to make such sale; provided, however, that either (x) such sale does not result in any Note receiving less than all of its outstanding principal, accrued interest to the date of such sale and all other amounts due and owing to the related Noteholders as of the date of such sale, and the Indenture Trustee and the Backup Servicer receive all amounts owed them or (y) 100% of the Holders have consented to such sale.

(c) The Indenture Trustee or any Noteholder may bid for and acquire any portion of the Trust Estate in connection with a public or private sale thereof, and in lieu of paying cash therefor, any Noteholder may make settlement for the purchase price by crediting against amounts owing on the Notes of such Holder or other amounts owing to such Holder secured by

81

this Indenture, that portion of the net proceeds of such sale to which such Holder would be entitled, after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee or the Noteholders in connection with such sale. The Notes need not be produced in order to complete any such sale, or in order for the net proceeds of such sale to be credited against the Notes. The Indenture Trustee or the Noteholders may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law.

(d) The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a sale thereof. In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(e) The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable.

Section 8.16. Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer.

Article IX

Supplemental Indentures

Section 9.01. Supplemental Indentures Without Noteholder Approval. (a) With prior written notice to the Agent and the Noteholders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more amendments or indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i) to correct, amplify or add to the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;

(ii) to evidence the succession of another Person to either the Issuer or the Indenture Trustee in accordance with the terms hereof, and the assumption by any such successor of the covenants of the Issuer or the Indenture Trustee contained herein and in the Notes;

82

(iii) to add to the covenants of the Issuer or the Indenture Trustee, for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Issuer; or

(iv) to effect any matter specified in Section 9.06 hereof.

(b) Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section 9.01, the Indenture Trustee shall mail to the Noteholders and the Agent a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such copy shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture.

Section 9.02. Supplemental Indentures with Consent of Noteholders. (a) With the prior written consent of each Noteholder affected thereby, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may enter into an amendment or a supplemental indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in any manner the rights of the Noteholders under the Indenture for the following purposes:

(i) change the Maturity Date of the principal of any Note, or the due date of any payment of interest on any Note, or reduce the principal amount thereof, or the interest rate thereon, change the place of payment where, or the coin or currency in which any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of interest due on any Note on or after the due date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Maturity Date thereof or change any provision of Article VI hereof;

(ii) reduce the percentage of the principal balance of the Outstanding Notes, the consent of the Noteholders of which is required to approve any such supplemental indenture; or the consent of the Noteholders of which is required for any waiver of compliance with provisions of the Indenture or Termination Events or Events of Default or Servicer Events of Default under this Indenture or under the Sale and Servicing Agreement and their consequences provided for in this Indenture or for any other purpose hereunder;

(iii) modify any of the provisions of this Section 9.02;

(iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; or

(v) permit the creation of any other Lien with respect to any part of the Trust Estate or terminate the Lien of this Indenture on any property at any time subject hereto or, except with respect to any action which would not have a material adverse effect on any Noteholder (as evidenced by an Opinion of Counsel to such effect), deprive the Noteholder of the security afforded by the lien of this Indenture.

83

(b) With the prior written consent of the Noteholders constituting Supermajority Holders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may enter into an amendment or a supplemental indenture for the purpose of (i) modifying the definition of “Termination Event”, any provision of Section 8.01 hereof or (ii) waiving the existence of any Termination Event or Event of Default.

(c) With the consent of the Majority Holders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more amendments or indentures supplemental hereto, in form and substance satisfactory to the Indenture Trustee for the purpose of modifying, eliminating or adding to the provisions of this Indenture; provided, that such supplemental indentures shall not have any of the effects described in paragraphs (i) through (v) of Section 9.02(a) or Section 9.02(b) of this Indenture; provided, further, that such action shall not adversely affect the interests of any Noteholder (without the prior written consent of such Noteholder).

(d) Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders and the Agent a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such copy shall not, however, in any way impair or affect the validity of any such supplemental indenture.

(e) Whenever the Issuer or the Indenture Trustee solicits a consent to any amendment or supplement to the Indenture, the Issuer shall fix a record date in advance of the solicitation of such consent for the purpose of determining the Noteholders entitled to consent to such amendment or supplement. Only those Noteholders at such record date shall be entitled to consent to such amendment or supplement whether or not such Noteholders continue to be Holders after such record date.

Section 9.03. Execution of Amendments and Supplemental Indentures. In executing, or accepting the additional trusts created by, any amendment or supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.04. Effect of Amendments and Supplemental Indentures. Upon the execution of any amendment or supplemental indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes which have theretofore been or thereafter are authenticated and delivered hereunder shall be bound thereby.

Section 9.05. Reference in Notes to Amendments and Supplemental Indentures. Notes authenticated and delivered after the execution of any amendment or supplemental indenture pursuant to this Article IX may, and if required by the Issuer shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture.

84

If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

Section 9.06. Indenture Trustee to Act on Instructions. Notwithstanding any provision herein to the contrary (other than Section 9.02), in the event the Indenture Trustee is uncertain as to the intention or application of any provision of this Indenture or any other agreement to which it is a party, or such intention or application is ambiguous as to its purpose or application, or is, or appears to be, in conflict with any other applicable provision thereof, or if this Indenture or any other agreement to which it is a party permits or does not prohibit any determination by the Indenture Trustee, or is silent or incomplete as to the course of action which the Indenture Trustee is required or is permitted or may be permitted to take with respect to a particular set of facts or circumstances, the Indenture Trustee shall, at the expense of the Issuer, request and rely upon the following: (a) written instructions of the Issuer directing the Indenture Trustee to take certain actions or refrain from taking certain actions, which written instructions shall contain a certification that the taking of such actions or refraining from taking certain actions is in the best interest of the Noteholders, and (b) prior written consent of the Majority Holders. In such case, the Indenture Trustee shall have no liability to the Issuer or the Noteholders for, and the Issuer shall hold harmless the Indenture Trustee from, any liability, costs or expenses arising from or relating to any action taken by the Indenture Trustee acting upon such instructions, and the Indenture Trustee shall have no responsibility to the Noteholders with respect to any such liability, costs or expenses.

Article X

Miscellaneous

Section 10.01. Compliance Certificates and Opinions; Furnishing of Information. Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee a certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with or an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of certificates and Opinions of Counsel are specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or Opinion of Counsel need be furnished.

Section 10.02. Form of Documents Delivered to Indenture Trustee. (a) If several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

85

(b) Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by outside counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion or any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Authorized Officer of any relevant Person, stating that the information with respect to such factual matters is in the possession of such Person, unless such officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel’s opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel.

(c) Where any Person is required to make, give or execute two or more applications, requests, consents, notices, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

(d) Wherever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer or the Servicer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s or the Servicer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such notice or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such notice or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Section 7.01(b)(ii).

(e) Wherever in this Indenture it is provided that the absence of the occurrence and continuation of a Termination Event, Default, an Event of Default or a Servicer Event of Default is a condition precedent to the taking of any action by the Indenture Trustee at the request or direction of the Issuer, then notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer’s or the Indenture Trustee’s right to make such request or direction, the Indenture Trustee shall be protected in acting in accordance with such request or direction if it does not have actual knowledge of the occurrence and continuation of such Termination Event, Default, Event of Default or Servicer Event of Default.

Section 10.03. Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders

86

signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 10.03.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Notes.

Section 10.04. Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(a) the Indenture Trustee, by any Noteholder, the Agent or by the Issuer, shall be in writing and shall be delivered personally or mailed by first-class registered or certified mail, postage prepaid, or by telephonic facsimile transmission and overnight delivery service, postage prepaid, and received by, a Responsible Officer of the Indenture Trustee at its Corporate Trust Office listed below, or

(b) any other Person shall be in writing and shall be delivered personally or mailed by first-class registered or certified mail, postage prepaid, or by telephonic facsimile transmission and overnight delivery service, postage prepaid, at the address listed below or at any other address previously furnished in writing to the Indenture Trustee by the applicable Person.

To the Indenture Trustee:	JPMorgan Chase Bank, National Association
	600 Travis St., 9th Floor
	Houston, TX 77002
	Attention:	Structured Finance – Bay View 2005
	Phone:	(713) 216-3682
	Fax:	(212) 216-4880
To the Issuer:	Bay View 2005 Warehouse Trust
	c/o Wilmington Trust Company
	1100 North Market Street

87

	Wilmington, DE 19890-0001
	Attention:	Corporate Trust Administration
	Phone:	(302) 636-6119
	Fax:	(302) 636-4148
with a copy to:	AmeriCredit Financial Services, Inc. 801 Cherry Street, Suite 3900 Fort Worth, Texas 76102 Attention: Chief Financial Officer
	Phone: Fax:	(817) 302-7082 (817) 302-7915
To the Agent:	JPMorgan Chase Bank, National Association Asset Backed Finance Suite IL1-0594 Chase Tower 10 South Dearborn Street Chicago, Illinois 60670-0079 Fax: (312) 732-1844 BMO Capital Markets Corp. 115 S. LaSalle St., Floor 13W Chicago, IL 60603 Attn: Conduit Administration Phone: 312-461-5640 Fax: 312-461-3189 Email: fundingdesk@bmo.com

88

To the Initial Purchasers: Fairway Finance Company, LLC Address: c/o Lord Securities Corporation 48 Wall Street, 27th Floor New York, New York 10005 Attn: Orlando Figueroa Phone: (212) 346-9007 Fax: (212) 346-9012 Email: of@lordspv.com   Copy to:   BMO Capital Markets Corp. 115 S. LaSalle St., Floor 13W Chicago, IL 60603 Attn: Conduit Administration Phone: 312-461-5640 Fax: 312-461-3189 Email: fundingdesk@bmo.com   Falcon Asset Securitization Company LLC Asset Backed Finance Suite IL1-0079 Chase Tower 10 South Dearborn Street Chicago, Illinois 60670-0079 Fax: (312) 732-3600

Section 10.05. Notices and Reports to Noteholders; Waiver of Notices. (a) Where this Indenture provides for notice to Noteholders of any event or the mailing of any report to the Noteholders, such notice or report shall be written and shall be sufficiently given (unless otherwise herein expressly provided) if mailed, first-class, postage-prepaid, to each Noteholder affected by such event or to whom such report is required to be mailed, at the address of such Noteholder as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of such report. In any case where a notice or report to Noteholders is mailed in the manner provided above, neither the failure to mail such notice or report, nor any defect in any notice or report so mailed, to any particular Noteholder shall affect the sufficiency of such notice or report with respect to other Noteholders, and any notice or report which is mailed in the manner herein provided shall be conclusively presumed to have been duly given or provided.

(b) Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

89

(c) If, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to the Agent or the Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Section 10.06. Rules by Indenture Trustee. The Indenture Trustee may make reasonable rules for any meeting of Noteholders.

Section 10.07. Issuer Obligation. No recourse may be taken, directly or indirectly, against (a) any incorporator, subscriber to the capital stock, stockholder, officer, employee, agent or director of the Issuer or of any predecessor of the Issuer, (b) any partner, beneficiary, agent, trustee, officer, director, employee, or successor or assign of a holder of a beneficial interest in the Issuer or the Owner Trustee, (c) any incorporator, subscriber to the capital stock, stockholder, officer, director, employee or agent of the Indenture Trustee or any predecessor or successor of the Indenture Trustee, or (d) any incorporator, subscriber to capital stock, stockholder, officer, director, employee or agent of the Indenture Trustee or any predecessor or successor thereof, with respect to the Issuer’s obligations with respect to the Notes or any of the statements, representations, covenants, warranties or obligations of the Issuer under this Indenture or any Note or other writing delivered in connection herewith or therewith.

Section 10.08. Enforcement of Benefits. The Agent, the Indenture Trustee (with the consent of the Majority Holders), and the Noteholders shall be entitled to enforce and, at the direction of the Agent, the Indenture Trustee shall enforce the covenants and agreements of the Servicer and the Contributor contained in the Sale and Servicing Agreement, the Contribution Agreement and each other Transaction Document.

Section 10.09. Effect of Headings and Table of Contents. The Section and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 10.10. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer and the Indenture Trustee shall bind their respective successors and assigns, whether so expressed or not.

Section 10.11. Separability. If any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Indenture, a provision as similar in its terms and purpose to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 10.12. Benefits of Indenture. The Agent and its successors and assigns shall be third-party beneficiaries to the provisions of this Indenture, and shall be entitled to rely upon and directly to enforce such provisions of this Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Agent, any separate trustee or co-trustee appointed under Section 7.13 and the Noteholders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

90

Section 10.13. Legal Holidays. If the date of any Payment Date or any other date on which principal of or interest on any Note is proposed to be paid or any date on which mailing of notices by the Indenture Trustee to any Person is required pursuant to any provision of this Indenture, shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment or mailing of such notice need not be made on such date, but may be made or mailed on the next succeeding Business Day with the same force and effect as if made or mailed on the nominal date of any such Payment Date or other date for the payment of principal of or interest on any Note, or as if mailed on the nominal date of such mailing, as the case may be, and in the case of payments, no interest shall accrue for the period from and after any such nominal date, provided such payment is made in full on such next succeeding Business Day; provided further, however, that if any such payment is a payment of Note Interest calculated based on LIBOR, and such next succeeding Business Day is in a different calendar month then the scheduled Payment Date, then such payment shall be made on the Business Day next preceding such scheduled Payment Date.

Section 10.14. Governing Law. This Indenture and each Note shall be construed in accordance with and governed by the substantive laws of the State of New York (including New York General Obligations Laws §§ 5-1401 and 5-1402, but otherwise without regard to conflict of law provisions thereof, except with regard to the UCC) applicable to agreements made and to be performed therein.

Section 10.15. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 10.16. Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, the Issuer shall effect such recording at its expense in compliance with an Opinion of Counsel to the effect that such recording is necessary either for the protection of the Noteholders or any other person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture or the Sale and Servicing Agreement or any other Transaction Document.

Section 10.17. Further Assurances. The Issuer agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Indenture Trustee or the Agent more fully to effect the purposes of this Indenture, including, without limitation, the execution of any financing statements or continuation statements relating to the Trust Estate for filing under the provisions of the UCC of any applicable jurisdiction.

Section 10.18. No Bankruptcy Petition Against the Issuer. The Indenture Trustee agrees (and the Agent and each Noteholder by acceptance of the Notes shall be deemed to agree) that, prior to the date that is one year and one day after the payment in full of all amounts payable with respect to the Notes, it will not institute against the Issuer or the Depositor, or join any other Person in instituting against the Issuer or the Depositor, any bankruptcy, reorganization,

91

arrangement, insolvency or liquidation proceedings or other proceedings under the laws of the United States or any State of the United States. This Section 10.18 shall survive the termination of this Indenture.

Section 10.19. Limitation of Liability. Notwithstanding any other provision herein or elsewhere, this Indenture has been executed and delivered by Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner Trustee of the Issuer under the Issuer Trust Agreement, and in no event shall Wilmington Trust Company or the Owner Trustee have any liability in respect of the representations, warranties, or obligations of the Issuer hereunder or under any other Transaction Document, as to all of which recourse shall be had solely to the assets of the Issuer, and for all purposes of this Indenture and each other Transaction Document the Owner Trustee and Wilmington Trust Company shall be entitled to the benefits of the Issuer Trust Agreement.

Section 10.20. Limitation on Recourse. Notwithstanding any provision herein to the contrary, the obligations of the Issuer shall not be a general obligation of, or construed as permitting recourse to, the Issuer; it being understood that the sole recourse of any party with respect to the payment obligations of the Issuer shall be the Monthly Available Funds and such obligations shall be paid in accordance with the priority of payments set forth in Section 5.03(b) hereof.

Section 10.21. Confidentiality. (a) The Issuer, the Servicer, the Agent and each Noteholder shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Indenture and the other confidential or proprietary information with respect to the Issuer, the Servicer, the Agent and each Noteholder and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that Issuer, the Servicer, the Agent and each Noteholder and its officers and employees may disclose such information to such party’s external accountants and attorneys, as required by any applicable law or order of any judicial or administrative proceeding, and as may be required in connection with any examination by applicable regulatory authorities.

(b) Anything herein to the contrary notwithstanding, each of the Issuer and the Servicer hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Agent, each Noteholder or the Financial Institutions by each other, (ii) by the Agent, the Financial Institutions or the Noteholders to any prospective or actual assignee or participant of any of them, (iii) by the Agent, the Financial Institutions or any Noteholder to any Rating Agency or Commercial Paper dealer, (iv) by the Agent to any provider of a surety, guaranty or credit or liquidity enhancement to the Noteholder or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which JPMorgan acts as the agent or administrator and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing and (v) in connection with any disclosures and filings required to be made under the Exchange Act; provided that in the case of any party identified in clauses (ii) and (iv) above, such party shall have agreed to abide by the confidentiality provisions set forth in this Section. In addition, the Noteholders, the Financial Institutions and the Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

92

(c) Without limiting the generality of the foregoing, the parties hereto agree that their use and disclosure of any such confidential or proprietary information shall be in compliance with all applicable laws and regulations.

Section 10.22. Amendment and Restatement. This Indenture amends and restates the Prior Agreement and shall not constitute a novation or termination of the Prior Agreement or any of the other Transaction Documents and all obligations hereunder and thereunder are in all respects continuing with only the terms hereof and thereof being modified as provided herein or in any other amended, restated, supplement or otherwise modified Transaction Document. Each reference in the other Transaction Documents to the “Indenture,” “thereunder,” “thereof,” “therein” or any other expression of like import referring to the Prior Agreement shall mean and be a reference to this Indenture.

Article XI

Termination

Section 11.01. Termination of Indenture. (a) This Indenture shall terminate on or after the Termination Date upon the payment to the Noteholders and the Indenture Trustee of all amounts required to be paid to them pursuant to this Indenture, and the conveyance and transfer of all right, title and interest in and to the Receivables and other property and funds in the Trust Estate to the Issuer. The Issuer shall promptly notify the Indenture Trustee of any prospective termination pursuant to this Article XI.

(b) Notice of any prospective termination, specifying the Payment Date for payment of the final payment and requesting the surrender of the Notes for cancellation, shall be given promptly by the Indenture Trustee by letter to the Noteholders as of the applicable Record Date and the Agent upon the Indenture Trustee receiving written notice of such event from the Issuer or the Servicer. The Issuer or the Servicer shall give such notice to the Indenture Trustee not later than the 5th day of the month of the final Payment Date stating (A) the Payment Date upon which final payment of the Notes shall be made, (B) the amount of any such final payment, and (C) the location for presentation and surrender of the Notes. Surrender of the Notes shall be a condition of payment of such final payment.

[SIGNATURE PAGE FOLLOWS]

93

IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed as of the day and year first above written.

BAY VIEW 2005 WAREHOUSE TRUST, as Issuer
By:	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee
By:
Name:
Title:

Signature Page to

Second Amended and Restated Indenture

JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, as Indenture Trustee

By:

Name:

Title:

Signature Page to

Second Amended and Restated Indenture

AGREED AND ACKNOWLEDGED:

AMERICREDIT FINANCIAL SERVICES, INC.,
as Servicer

By

Name:

Title:

Signature Page to

Second Amended and Restated Indenture

ACKNOWLEDGED AND CONSENTED TO:
FALCON ASSET SECURITIZATION COMPANY LLC (formerly Falcon Asset Securitization Corporation), as a Noteholder
By:	JPMorgan Chase Bank, National Association, its attorney-in-fact
By
Name:
Title:

Signature Page to

Second Amended and Restated Indenture

ACKNOWLEDGED AND CONSENTED TO:

FAIRWAY FINANCE COMPANY, LLC,

as a Noteholder

By

Name:

Title:

Signature Page to

Second Amended and Restated Indenture

EXHIBIT A

FORM OF

NOTICE OF FUNDING AND FUNDING CERTIFICATE

To:	JPMorgan Chase Bank, National Association 600 Travis St., 9th Floor Houston, Texas 77002 Attn: Structured Finance – Bay View 2005
	JPMorgan Chase Bank, National Association Asset Backed Finance Suite IL1-0594 Chase Tower 10 South Dearborn Street Chicago, Illinois 60670-0079 BMO Capital Markets Corp. 115 S. LaSalle St., Floor 13W Chicago, IL 60603 Attn: Conduit Administration

Reference is made to (i) the Second Amended and Restated Indenture, dated as of September 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Indenture”), by and between Bay View 2005 Warehouse Trust, as issuer (the “Issuer”) and JPMorgan Chase Bank, National Association, as indenture trustee (the “Indenture Trustee”), (ii) the Amended and Restated Custodian Agreement, dated as of September 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Custodian Agreement”), among Issuer, Indenture Trustee and AmeriCredit Financial Services, Inc. (“AmeriCredit”), as custodian (in such capacity, the “Custodian”), (iii) the Amended and Restated Contribution Agreement, dated as of September 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Contribution Agreement”), by and between AmeriCredit, as contributor (in such capacity, the “Contributor”) and Bay View Warehouse Corporation, as depositor (the “Depositor”), (iv) the Second Amended and Restated Sale and Servicing Agreement, dated as of September 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Sale and Servicing Agreement”), by and among the Issuer, the Depositor, the Indenture Trustee, JPMorgan Chase Bank, National Association, as backup servicer, and AmeriCredit, as Contributor and Servicer, and (v) the Second Amended and Restated Note Purchase Agreement, dated as of September 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Note Purchase Agreement”), by and among the Contributor, the Issuer, the “Purchasers” parties thereto from time to time and JPMorgan Chase Bank, National Association, as Administrative Agent. Unless otherwise defined herein, capitalized terms have the meanings set forth in the Indenture and to the extent not defined therein, in the Custodian Agreement, and to the extent not defined therein, in the Note Purchase Agreement.

ARTICLE 1

[Notice of Funding]

[See Exhibit C to the Indenture]

ARTICLE 2

Funding Certificate

This Funding Certificate is being issued in accordance with Section 2.12 of the Indenture.

The Issuer, the Contributor, and the Depositor, as transferee, hereby certify that:

(a) The matters set forth in Section 3.02 of the Contribution Agreement are true and correct, and that the matters set forth in Section 3.02 of the Sale and Servicing Agreement are true and correct as of the date hereof. All Receivables to be acquired on the Funding Date to occur on or before                      constitute Eligible Receivables.

(b) as of the Funding Date, (A) no such Person shall be insolvent or become insolvent as a result of the transfer of Subsequent Receivables on the Funding Date, (B) no such Person shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such Subsequent Transfer shall not have been made with actual intent to hinder, delay or defraud any Person, (D) the assets of each such Person shall not constitute unreasonably small capital to carry out its respective business as conducted and (E) no such Person received less than a reasonably equivalent value in exchange for the conveyance of the Subsequent Receivables by the Contributor to the Depositor and the conveyance by the Depositor to the Issuer and the Grant of such Subsequent Receivables to the Indenture Trustee on the Funding Date.

(c) the representations and warranties of the Issuer set forth in Section 3.12 of the Indenture are true and correct as of the date hereof;

(d) the documents listed in Section 2.12 of the Indenture have been delivered to the Custodian;

(e) the requirements stated in Section 2.12 of the Indenture regarding the Subsequent Transfer to be effected on the Funding Date have been met; and

(f) no Termination Event, Default, Event of Default or Servicer Event of Default has occurred or is continuing.

(g) All conditions in Article IV of the Contribution Agreement and Article IV of the Sale and Servicing Agreement have been met.

100

This Notice of Funding and Funding Certificate may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.

[signature pages follows]

101

By signing in the space provided below, the Issuer hereby acknowledges and agrees that it is becoming a party to this Notice of Funding and Funding Certificate for, and will only be bound, by the certifications it has made as contained in Articles 1 and 2 hereof.

BAY VIEW 2005 WAREHOUSE TRUST, as Issuer
By:	AMERICREDIT FINANCIAL SERVICES, INC., as its attorney-in-fact
By:
Name:
Title:

By signing in the space provided below, the Depositor (i) hereby acknowledges and agrees that it is becoming a party to this Notice of Funding and Funding Certificate for, and will only be bound, by the certifications it has made as contained in Articles 1 and 2 hereof and (ii) as the Certificateholder of the Issuer, hereby directs the Owner Trustee indicated above to execute this Notice of Funding and Funding Certificate to the extent set forth herein on behalf of the Issuer.

BAY VIEW WAREHOUSE CORPORATION, as

Depositor

By:

Name:

Title:

By signing in the space provided below, AmeriCredit, as Contributor and Custodian, as applicable, hereby acknowledges and agrees that it is becoming a party to this Notice of Funding and Funding Certificate for, and will be bound, by the certifications it has made as contained in Articles 1 and 2 hereof.

AMERICREDIT FINANCIAL SERVICES, INC.,

as Contributor and Custodian

By:

Name:

Title:

102

EXHIBIT B

FORM OF

REQUEST FOR RELEASE

TO: JPMorgan Chase Bank, National Association 600 Travis St., 9^th Floor Houston, Texas 77002 Attn: Structured Finance – Bay View 2005   BMO Capital Markets Corp. 115 S. LaSalle St., Floor 13W Chicago, IL 60603 Attn: Conduit Administration   JPMorgan Chase Bank, National Association Asset Backed Finance Suite IL1-0594 Chase Tower 10 South Dearborn Street Chicago, Illinois 60670-0079

Pursuant to Section 6.04(b) of the Second Amended and Restated Indenture, dated as of September 1, 2006 (as amended, modified or otherwise supplemented from time to time, the “Indenture”), by and between Bay View 2005 Warehouse Trust, as issuer (the “Issuer”) and JPMorgan Chase Bank, National Association, as indenture trustee (the “Indenture Trustee”), the undersigned, as Servicer, requests that the Indenture Trustee (i) release its lien under the Indenture in the Receivables identified on Schedule I hereto (the “Released Receivables”) and the related Custodian Files and (ii) authorize the preparation and filing by the Servicer of all UCC financing statement amendments necessary to terminate all of the Indenture Trustee’s interest in the Released Receivables, in each case by countersigning this Request for Release below. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture.

The Servicer hereby certifies as follows:

(1) that $[                    ] has been deposited into the Collection Account in connection with the requested release and such amount equals the funds required to be so deposited in connection with such release under Section 6.04(b)(1) of the Indenture (the “Required Funds”) [;] [and]

103

[(2) that (i) no selection criteria adverse to the Noteholders shall have been used in selecting the Receivables to be released, after giving effect to the release and any repayment of the Notes in connection therewith, and (ii) after giving effect to the release and any repayment of the Notes in connection therewith, the Collateral Test Amount is not less than zero (0); and]¹

[(2)] [(3)] that all other requirements of the Transaction Documents in connection with such release have been satisfied.

Pursuant to the receipt in immediately available funds of the Required Funds, the Indenture Trustee hereby releases its lien under the Indenture in the Released Receivables. Pursuant to Section 6.04 of the Indenture, upon the release contemplated herein, the Issuer shall have the power to direct the disposition of, or enter into agreements relating to, its rights, title and interest in the Released Receivables including, but not limited to, a sale thereof to a third party.

This Request for Release may be executed in multiple counterparts, each of which will be deemed an original and all of which together shall constitute one agreement. Delivery of an executed counterpart of a signature page to this Request for Release by facsimile or other electronic transmission shall be effective as delivery of a manually executed original counterpart thereof.

[SIGNATURE PAGE TO FOLLOW]

¹ Required for any release made pursuant to Section 6.04(b)(iv).

104

DATE:                     ,	AMERICREDIT FINANCIAL SERVICES, INC., as Servicer
	By:
	Name:
	Title:

ACKNOWLEDGED AND AGREED TO THIS      DAY OF                     :

AMERICREDIT FINANCIAL SERVICES, INC., as Custodian

By:

Name:

Title:

ACKNOWLEDGED AND AGREED TO THIS      DAY OF                     :

(with respect to the receipt of the Required Funds and the release of its lien)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Indenture Trustee

By:

Name:

Title:

SCHEDULE I

TO REQUEST FOR RELEASE

RELEASED RECEIVABLES

EXHIBIT C

FORM OF

NOTICE OF FUNDING AND FUNDING CERTIFICATE

To:	JPMorgan Chase Bank, National Association 600 Travis St., 9th Floor Houston, Texas 77002 Attn: Structured Finance – Bay View 2005
	BMO Capital Markets Corp. 115 S. LaSalle St., Floor 13W Chicago, IL 60603 Attn: Conduit Administration JPMorgan Chase Bank, National Association Asset Backed Finance Suite IL1-0594 Chase Tower 10 South Dearborn Street Chicago, Illinois 60670-0079

Reference is made to (i) the Second Amended and Restated Indenture, dated as of September 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Indenture”), by and between Bay View 2005 Warehouse Trust, as issuer (the “Issuer”) and JPMorgan Chase Bank, National Association, as indenture trustee (the “Indenture Trustee”), (ii) the Amended and Restated Custodian Agreement, dated as of September 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Custodian Agreement”), among Issuer, Indenture Trustee and AmeriCredit Financial Services, Inc. (“AmeriCredit”), as custodian (in such capacity, the “Custodian”), (iii) the Amended and Restated Contribution Agreement, dated as of September 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Contribution Agreement”), by and between AmeriCredit, as contributor (in such capacity, the “Contributor”) and Bay View Warehouse Corporation, as depositor (the “Depositor”), (iv) the Second Amended and Restated Sale and Servicing Agreement, dated as of September 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Sale and Servicing Agreement”), by and among the Issuer, the Depositor, the Indenture Trustee, JPMorgan Chase Bank, National Association, as backup servicer, and AmeriCredit, as Contributor and Servicer, and (v) the Second Amended and Restated Note Purchase Agreement, dated as of September 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Note Purchase Agreement”), by and among the Contributor, the Issuer, the “Purchasers” parties thereto from time to time and JPMorgan Chase Bank, National Association, as Administrative Agent. Unless otherwise defined herein, capitalized terms have the meanings set forth in the Indenture and to the extent not defined therein, in the Custodian Agreement, and to the extent not defined therein, in the Note Purchase Agreement.

ARTICLE 1

Notice of Funding

In accordance with the Indenture, the Issuer, AmeriCredit and Depositor hereby give notice of the Funding Date to occur on                      (the “Proposed Funding Date”) for each of the Subsequent Receivables listed on the Schedule of Receivables attached hereto.

In accordance with the Note Purchase Agreement, the Issuer hereby requests an Aggregate Advance equal to $             (the “Proposed Advance”) on the Proposed Funding Date, with such Aggregate Advance to be comprised of (i) a Note Advance equal to $             in the case of the Note held with respect to the Falcon Lender Group and (ii) a Note Advance Equal to $             in the case of the Note held with respect to the Fairway Lender Group, with such allocation made based on each Lender Group’s Pro Rata Share.

**The following calculations only required to be set forth in this Notice of Funding if they are not included in the electronic transmission of information on the related Subsequent Receivables pursuant to Section 2.12(a)(ii)(B) of the Indenture.**

(1)	Aggregate Receivable Balance of Subsequent Receivables as of the Cutoff Date:	$
(2)	Aggregate Receivable Balance after addition of Subsequent Receivables:	$
(3)	Note Principal Balance as of Proposed Funding Date before giving effect to the Proposed Advance	$
(4)	Note Principal Balance as of Proposed Funding Date after giving effect to the Proposed Advance	$
(5)	Aggregate Receivable Balance of all Eligible Receivables as of the Proposed Funding Date after taking into account the pledge of Subsequent Receivables on the Proposed Funding Date:	$
(6)	Current Peak Note Percentage Reserve Amount:	$

(7)	Cash in the Collection Account (excluding any amounts necessary to pay amounts required to be paid pursuant to clause First through Tenth of Section 5.03(b) of the Indenture on the next Payment Date, to the extent such amounts are identified on or before the Proposed Funding Date):	$
(8)	Receivables Advance Amount (equal to the sum of (a) item (5) minus item (6), plus (b) item (7)):	$
(9)	Collateral Test Amount (equal to item (8) minus item (4)):	$
(10)	Requisite Amount:	$
(11)	Amount, if any, to be allocated from the Proposed Advance and deposited to the Spread Account on the Proposed Funding Date such that the amount on deposit therein is equal to or greater than the Requisite Amount after giving effect to the Proposed Advance:	$

The Issuer, AmeriCredit, as Contributor and Custodian, and Depositor hereby certify that, in connection with the Funding Date specified above, each has complied with all terms and provisions specified in Section 2.12 of the Indenture, as applicable, including, but not limited to, delivery of the Funding Certificate, as specified below.

ARTICLE 2

[Funding Certificate]

[See Exhibit A to the Indenture]

This Notice of Funding and Funding Certificate may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.

[signature pages follows]

By signing in the space provided below, the Issuer hereby acknowledges and agrees that it is becoming a party to this Notice of Funding and Funding Certificate for, and will only be bound, by the certifications it has made as contained in Articles 1 and 2 hereof.

BAY VIEW 2005 WAREHOUSE TRUST, as Issuer
By:	AMERICREDIT FINANCIAL SERVICES, INC., as its attorney-in-fact
By:
Name:
Title:

By signing in the space provided below, the Depositor (i) hereby acknowledges and agrees that it is becoming a party to this Notice of Funding and Funding Certificate for, and will only be bound, by the certifications it has made as contained in Articles 1 and 2 hereof and (ii) as the Certificateholder of the Issuer, hereby directs the Owner Trustee indicated above to execute this Notice of Funding and Funding Certificate to the extent set forth herein on behalf of the Issuer.

BAY VIEW WAREHOUSE CORPORATION, as Depositor

By:

Name:

Title:

By signing in the space provided below, AmeriCredit, as Contributor and Custodian, as applicable, hereby acknowledges and agrees that it is becoming a party to this Notice of Funding and Funding Certificate for, and will be bound, by the certifications it has made as contained in Articles 1 and 2 hereof.

AMERICREDIT FINANCIAL SERVICES, INC.,

as Contributor and Custodian

By:

Name:

Title:

EXHIBIT D

FORM OF NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM OUTSTANDING NOTE AMOUNT SHOWN ON THE FACE HEREOF. ANY PURCHASER OF THIS NOTE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY INQUIRY OF THE INDENTURE TRUSTEE.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “Securities Act”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE INDENTURE UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE INDENTURE TRUSTEE UPON REQUEST).

EACH NOTEHOLDER, BY ITS ACCEPTANCE OF THIS NOTE (OR INTEREST THEREIN), COVENANTS AND AGREES THAT SUCH NOTEHOLDER, AS THE CASE MAY BE, SHALL NOT, PRIOR TO THE DATE THAT IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE ISSUER OR THE DEPOSITOR TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE ISSUER OR THE DEPOSITOR UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE ISSUER OR THE DEPOSITOR OR ANY SUBSTANTIAL PART OF EITHER OF THEIR PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE ISSUER OR THE DEPOSITOR.

No.              Maximum Outstanding Note Amount: $450,000,000

Bay View 2005 Warehouse Trust

Automobile Receivables-Backed Notes, Series 2005-1

DATED:                     

Bay View 2005 Warehouse Trust, a statutory trust duly organized and existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to                             , the principal sum of up to a maximum of Four Hundred Fifty Million Dollars ($450,000,000) or so much thereof as may be advanced and outstanding hereunder in accordance with the provisions of the Indenture, and to pay interest monthly as provided herein on the twentieth day of each calendar month beginning in July, 2005 or, if such twentieth day is not a Business Day, the Business Day immediately following (each, a “Payment Date”) as set forth herein. Each monthly installment of principal payable on this Note, if any, shall be an amount equal to the Noteholder’s pro rata share of the Principal Payment Amount, as such term is defined in the Indenture described herein. Any remaining unpaid portion of the principal amount of this Note shall be due and payable on the Maturity Date as defined in the

Indenture. The interest and principal so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the calendar month immediately preceding such Payment Date (whether or not a Business Day).

By its acceptance of this Note, the Noteholder covenants and agrees, during the Funding Period, to advance additional principal amounts hereunder to the Issuer, subject to and in accordance with the terms of the Indenture, the Sale and Servicing Agreement, and the Note Purchase Agreement.

In the event of an advance of Additional Note Principal Balances by the Noteholder as provided in Section 2.13 of the Indenture, the Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of any Additional Note Principal Balance advanced by it, and each repayment thereof; provided that failure to make any such recordation on such schedule or any error in such schedule shall not adversely affect the Noteholder’s rights with respect to the Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance.

The Indenture Trustee shall keep a written record of the Note Principal Balance of this Note. Absent manifest error, the Note Principal Balance of this Note as set forth in the Indenture Trustee’s records shall be binding upon all applicable parties, notwithstanding any other records; provided that failure by the Noteholder to make such recordation on the Noteholder’s records shall not adversely affect the Noteholder’s rights with respect to the Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance.

This Note is one of a duly authorized issue of Notes of the Issuer designated as its Automobile Receivables-Backed Notes, Series 2005-1 (herein called the “Notes”) issued and to be issued under the Second Amended and Restated Indenture dated as of September 1, 2006 (as amended, restated, supplemented or otherwise modified from time to time, herein called the “Indenture”), among the Issuer and JPMorgan Chase Bank, National Association as Indenture Trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Indenture Trustee and the Noteholders, and the terms upon which the Notes are, and are to be, authenticated and delivered. All terms used in this Note and not defined herein shall have the meanings assigned to them in the Indenture.

Interest will accrue on the outstanding principal balance of this Note for each applicable Interest Rate Period at the applicable Note Interest Rate on the basis of a 360-day year and actual days elapsed until the last day preceding the final Payment Date and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest from the date such interest became due and payable (giving effect to any applicable grace periods) until fully paid. Interest will be due and payable in arrears on each Payment Date, with each payment of interest calculated as described above on the average daily outstanding principal balance of this Note for the period from and including the Payment Date immediately preceding the applicable Payment Date (after giving effect to any payments of principal on such immediately preceding Payment Date) to but excluding the applicable Payment Date or, with respect to the initial Payment Date, for the period from the Initial Closing Date through the day

preceding the initial Payment Date. In making any such interest payment, if the interest calculation with respect to this Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

THE OBLIGATION OF THE ISSUER TO REPAY THIS NOTE IS A LIMITED, NONRECOURSE OBLIGATION SECURED ONLY BY THE TRUST ESTATE. All payments of principal of and interest on this Note shall be made only from the Trust Estate, and each Holder hereof, by its acceptance of this Note, agrees that it shall be entitled to payments solely from such Trust Estate pursuant to the terms of the Indenture. The actual outstanding principal balance on this Note may be less than the principal balance indicated on the face hereof. The actual principal balance on this Note at any time may be obtained from the Indenture Trustee.

All payments of interest and principal on this Note on the applicable Payment Date shall be paid to the Person in whose name this Note is registered at the close of business on the Record Date for such Payment Date in the manner provided in the Indenture. All reductions in the principal amount of this Note (or one or more Predecessor Notes) effected by full or partial payments of installments of principal shall be binding upon all past, then current, and future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on this Note.

This Note is scheduled to mature on the Payment Date in 97th month following the final Funding Date, unless this Note is earlier repaid or accelerated pursuant to the Indenture. The Indenture Trustee shall pay to the Noteholder of record on the preceding Record Date either (i) by wire transfer, in immediately available funds to the account of the Noteholder at a bank or other entity having appropriate facilities therefor, if the Noteholder shall have provided to the Indenture Trustee appropriate written instructions at least five (5) Business Days prior to the related Payment Date (which instructions may remain in effect for subsequent Payment Dates unless revoked by the Noteholder), or (ii) if not, by check mailed to the Noteholder at the address of the Noteholder appearing in the Note Register, the amounts to be paid to the Noteholder pursuant hereto.

Without limiting any provision in the Transaction Documents, if the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or by the Financial Accounting Standards Board (“FASB”) or compliance by the Noteholder with any request or directive (whether or not having the force of law) after the date hereof of any such governmental authority or FASB (a) subjects the Noteholder to any charge or withholding on or in connection with this Note, the Note Purchase Agreement, the Liquidity Agreement, the Indenture, or any other Transaction Document (collectively, the “Funding Documents”) or any amounts outstanding hereunder or thereunder, (b) changes the basis of taxation of payments to the Noteholder of any amounts payable under any of the Funding Documents (except for changes in the rate of tax on the overall net income of the Noteholder), (c) imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by, the Noteholder,

(d) has the effect of reducing the rate of return on the Noteholder’s capital to a level below that which the Noteholder could have achieved but for such adoption, change or compliance (taking into consideration the Noteholder’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (i) to impose a cost on, or increase the cost to, the Noteholder of its commitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, or (ii) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, the Noteholder under any Funding Document, then, upon demand by the Noteholder with written notice to the Indenture Trustee of the amount claimed hereunder, the Issuer promises to pay to the Noteholder such additional amounts as will compensate the Noteholder for such increased cost or reduction. Without limiting the foregoing, the Issuer acknowledges and agrees that the fees and other amounts payable by the Issuer to the Noteholder have been negotiated on the basis that the unused portion of the Noteholder’s commitment under the Note Purchase Agreement and Liquidity Agreement is treated as a “short term commitment” for which there is no regulatory capital requirement. If the Noteholder determines it is required to maintain capital against its unused commitment, the Noteholder shall be entitled to compensation hereunder. Further, for the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of the Issuer or the Initial Purchasers with the assets and liabilities of JPMorgan Chase Bank, National Association or any Financial Institution, such event shall constitute a circumstance on which JPMorgan Chase Bank, National Association or such Financial Institution may base a claim for reimbursement hereunder.

THIS NOTE SHALL BE SUBJECT TO OPTIONAL REPAYMENT AT THE OPTION OF THE ISSUER IN THE MANNER AND SUBJECT TO THE PROVISIONS OF THE INDENTURE. Whenever by the terms of the Indenture, the Indenture Trustee is required to repay Notes, and subject to and in accordance with the terms of Article VI of the Indenture, the Indenture Trustee shall give notice of the repayment in the manner prescribed by the Indenture.

This Note is issuable only in registered form in denominations as provided in the Indenture and subject to certain limitations therein set forth.

The final payment on this Note shall be made only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee.

The Noteholder shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture.

At the option of the Noteholder, this Note may be exchanged for a Note or Notes of like terms, in any authorized denominations and of like aggregate principal amount, and the transfer may be registered, by the Noteholder in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Indenture Trustee only in the manner, subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Note. Upon exchange or registration of such transfer, a new registered Note or Notes evidencing the same outstanding principal amount will be executed in exchange therefor.

All amounts collected as payments on the Trust Estate or otherwise shall be applied in the order of priority specified in the Indenture.

Each Person who has or who acquires any Ownership Interest in this Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture. The Noteholder may not sell, offer for sale, assign, pledge, hypothecate or otherwise transfer or encumber all or any part of its interest in this Note except pursuant to an effective registration statement covering such transaction under the Securities Act of 1933, as amended, and effective qualification or registration under all applicable State securities laws and regulations or under an exemption from registration under said Securities Act and said State securities laws and regulations.

In addition, each Person who has or who acquires any Ownership Interest in this Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Section 10.18 of the Indenture. Prior to the date that is one year and one day after the payment in full of all amounts payable with respect to the Notes, each Person who has or acquires an Ownership Interest in this Note agrees that such Person will not institute against the Issuer or the Depositor, or join any other Person in instituting against the Issuer or the Depositor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under the laws of the United States or any State of the United States. This covenant shall survive the termination of the Indenture.

Before the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the person in whose name this Note is registered (i) on any Record Date for purposes of making payments, and (ii) on any other date for any other purpose, as the owner hereof, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits the amendment thereof for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in any manner the rights of the Noteholders under the Indenture at any time by the Issuer and the Indenture Trustee with the consent of the Majority Holders (and, in some cases, only with the consent of each Noteholder affected thereby) and compliance with certain other conditions. Any such consent by the Holder, at the time of the giving thereof, of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

This Note and all obligations with respect thereto, including obligations under the Indenture, will be limited recourse obligations of the Issuer payable solely from the Trust Estate. Neither the Issuer, the Depositor, the Servicer, the Backup Servicer, the Custodian, the Paying Agent, the Note Registrar, the Indenture Trustee in its individual capacity or in its capacity as

Indenture Trustee, nor any of their respective Affiliates, agents, partners, beneficiaries, officers, directors, stockholders, stockholders of partners, employees or successors or assigns, shall be personally liable for any amounts payable, or performance due, under this Note or the Indenture. Without limiting the foregoing, each Holder by its acceptance hereof, and the Indenture Trustee, shall be deemed to have agreed (i) that it shall look only to the Trust Estate to satisfy the Issuer’s obligations hereunder or the Indenture, including but not limited to liabilities under Article V of the Indenture and liabilities arising (whether at common law or equity) from breaches by the Issuer of any obligations, covenants and agreements herein or, to the extent enforceable, for any violation by the Issuer of applicable State or federal law or regulation, provided that, the Issuer shall not be relieved of liability hereunder with respect to any misrepresentation in the Indenture or the Sale and Servicing Agreement, or fraud, of the Issuer, and (ii) to waive any rights it may have to obtain a deficiency or other monetary judgment against either the Issuer or any of its principals, directors, officers, beneficial owners, employees or agents (whether disclosed or undisclosed) or their respective assets (other than the Trust Estate). The foregoing provisions of this paragraph shall not (i) prevent recourse to the Trust Estate or any Person (other than the Issuer or the Owner Trustee (as such or in its individual capacity)) for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate, (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by this Note or secured by the Indenture, but the same shall continue until paid or discharged, or (iii) prevent the Indenture Trustee from exercising its rights with respect to the Grant, pursuant to the Indenture, of the Issuer’s rights under the Contribution Agreement and the Sale and Servicing Agreement. It is further understood that the foregoing provisions of this paragraph shall not limit the right of any Person to name the Indenture Trustee in its capacity as Indenture Trustee under the Indenture or the Issuer as a party defendant in any action or suit or in the exercise of any remedy under this Note or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced. It is expressly understood that all such liability is hereby expressly waived and released to the extent provided herein as a condition of, and as a consideration for, the execution of the Indenture and the issuance of this Note.

The remedies of the Holder hereof as provided herein, or in the Indenture or the other Transaction Documents, shall be cumulative and concurrent and may be pursued solely against the assets of the Trust Estate. No failure on the part of the Noteholder in exercising any right or remedy hereunder shall operate as a waiver or release thereof, nor shall any single or partial exercise of any such right or remedy preclude any other further exercise thereof or the exercise of any other right or remedy hereunder.

Reference is hereby made to the Indenture, a copy of which is on file with the Indenture Trustee, for the provisions, among others, with respect to (i) the nature and extent of the rights, duties and obligations of the Indenture Trustee, the Issuer and the Noteholder; (ii) the terms upon which this Note is executed and delivered; (iii) the collection and disposition of the Scheduled Obligor Payments; (iv) a description of the Trust Estate; (v) the modification or amendment of the Indenture; (vi) other matters; and (vii) the definition of capitalized terms used in this Note that are not defined herein; to all of which the Noteholder assents by the acceptance of this Note.

THIS NOTE IS ISSUED PURSUANT TO THE INDENTURE AND IT AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS (INCLUDING, WITHOUT LIMITATION, §5-1401 AND §5-1402 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS).

REFERENCE IS HEREBY MADE TO THE PROVISIONS OF THE INDENTURE AND SUCH PROVISIONS ARE HEREBY INCORPORATED BY REFERENCE AS IF FULLY SET FORTH HEREIN.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed as of the date set forth below.

BAY VIEW 2005 WAREHOUSE TRUST, as Issuer

By: Wilmington Trust Company, not in its

individual capacity, but solely as Owner Trustee

By:

Name:

Title:

Schedule to

Bay View 2005 Warehouse Trust

Automobile Receivables-Backed Notes, Series 2005-1

DATE OF FUNDING OR PAYMENT	ADVANCE AMOUNT	SCHEDULED NOTE PRINCIPAL PAYMENT	NOTE PRINCIPAL PREPAYMENT	NOTE PRINCIPAL BALANCE
,2005	$	$	$	$
,200
,200
,200
,200
,200
,200
,200
,200
,200
,200
,200
,200
,200
,200
,200
,200

[Form of Assignment]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)

(Please Print or Typewrite Name and Address of Assignee)

the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

Attorney to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.

Date:                    

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.

EXHIBIT E

FORM OF TRANSFEREE LETTER

(Date)

Bay View 2005 Warehouse Trust

            % Automobile Receivables-Backed Notes, Series 2005-1

Bay View Warehouse Corporation

1840 Gateway Drive

San Mateo, CA 94404

Attention:                     

JPMorgan Chase Bank, National Association

600 Travis St., 9^th Floor

Houston, Texas 77002

Attn: Structured Finance – Bay View 2005

The undersigned (the “Purchaser”) understands that the purchase of the above-referenced Notes (the “Notes”) may be made only by institutional investors which are “accredited investors” under Regulation D, as promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The Purchaser represents that the Purchaser is an institutional “accredited investor” within the meaning of such definition. The Purchaser hereby represents, and with respect to paragraphs 1, 5, 6 and 8 acknowledges, additionally as follows:

1. The Purchaser understands that the Notes are being issued only in transactions not involving any public offering within the meaning of the 1933 Act and Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

2. The Purchaser is considered to be “one person” (or such other number of persons as the Issuer may agree to) for purposes of calculating the number of beneficial owners of securities of Bay View 2005 Warehouse Trust (the “Issuer”) under Section 3(c)(1) of the Investment Company Act.

3. The Purchaser is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the 1933 Act (an “Institutional Accredited Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Notes, and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of its investment.

4. The Notes are being purchased for the Purchaser’s own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each of which Purchaser or such other Institutional Accredited Investor exercises sole investment discretion.

5. If the Purchaser (or any other fiduciary or agent representing any such account) decides to sell any Note prior to maturity, the Purchaser acknowledges that (a) such Note may be

sold only in a transaction exempt from registration under the 1933 Act, including but not limited to a “qualified institutional buyer” pursuant to Rule 144A under the 1933 Act, or pursuant to a valid registration under the 1933 Act (and the Purchaser acknowledges that the Issuer has no obligation to so register the Notes) and (b) the Purchaser must comply with the transfer restrictions contained in the Indenture (defined below).

6. The Purchaser understands that the Notes will bear a legend substantially as set forth in the form of the Note included in the Second Amended and Restated Indenture (the “Indenture”) dated as of September 1, 2006, among the Issuer and JPMorgan Chase Bank, National Association, as Indenture Trustee (the “Indenture Trustee”).

7. Either (a) the Purchaser will not acquire the Notes with the assets of any “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which is subject to Title I of ERISA or any “plan” as defined in Section 4975 of the Code (each such entity, a “Benefit Plan”) or (b) no non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code will occur in connection with its acquisition or holding of the Notes.

8. The Purchaser acknowledges that transfer of a Note can only be effected in accordance with the Indenture.

9. The Purchaser represents that the Purchaser is a U.S. Person.

The representations and warranties and acknowledgments contained herein shall be binding upon the successors of the undersigned.

Executed this      day of                     ,             .

	By:
	Signature of Purchaser
Purchaser’s Name and Title (Print)	Signature of Purchaser
Address of Purchaser
Purchaser’s Taxpayer Identification or
Social Security Number

2

EXHIBIT F

RESTATEMENT DATE CLOSING DOCUMENTS

[Attached]

EX-99.5

Exhibit 99.5

AMERICREDIT TO OFFER $500 MILLION CONVERTIBLE SENIOR NOTES

Company intends to repurchase approx. $200 million of common stock

FORT WORTH, TEXAS Sept. 11, 2006 – AMERICREDIT CORP. (NYSE: ACF) announced today its intention to offer, subject to market and other conditions, $250 million principal amount of Convertible Senior Notes due 2011 and $250 million principal amount of Convertible Senior Notes due 2013 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities of 1933, as amended. In certain circumstances, the notes may be converted into cash up to their principal amount, and into shares of AmeriCredit common stock for the conversion value above the principal amount, if any.

The interest rate, conversion rate and other terms of the notes will be determined by negotiations between AmeriCredit and the initial purchasers of the notes. AmeriCredit expects to grant the initial purchasers a 15-day option to purchase up to $25 million principal amount of additional 2011 notes and up to $25 million principal amount of additional 2013 notes, in each case, solely to cover over-allotments.

AmeriCredit plans to use the net proceeds from the offering of the notes for:

• The purchase, from affiliates of one or more of the initial purchasers, of convertible note hedges with respect to AmeriCredit’s common stock, which are expected to reduce the potential dilution upon conversion of the notes. Concurrently with entering into the convertible note hedges, AmeriCredit will issue warrants to purchase its common stock. In connection with establishing their initial hedges of the convertible note hedge and warrant transactions, AmeriCredit has been advised that the counterparties to such transactions or their respective affiliates expect to enter into various derivative transactions with respect to AmeriCredit’s common stock and/or purchase AmeriCredit’s common stock in secondary market transactions concurrently with, or shortly after, the pricing of the notes, and may enter into various derivative transactions with respect to AmeriCredit’s common stock and/or purchase or sell AmeriCredit’s common stock in secondary market transactions following pricing of the notes. If the initial purchasers exercise their option to purchase additional notes, AmeriCredit expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional convertible note hedge transactions. AmeriCredit may also enter into additional warrant transactions, if the over-allotment is exercised.

• The repurchase of approximately $200 million of its common stock in privately negotiated transactions concurrently with the offering of the notes.

• General corporate purposes, including repurchasing shares of AmeriCredit common stock in the open market or in privately negotiated transactions from time to time.

This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering circular. The notes and any AmeriCredit common stock issuable upon the conversion of the notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.

About AmeriCredit

AmeriCredit Corp. is a leading independent automobile finance company that provides financing solutions indirectly through auto dealers and directly to consumers in the United States and Canada.

Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements that involve risks and uncertainties detailed from time to time in the Company’s filings and reports with the Securities and Exchange Commission including the Company’s annual report on Form 10-K for the year ended June 30, 2006. Such risks include – but are not limited to – variable economic conditions, adverse portfolio performance, volatile wholesale values, reliance on warehouse financing and capital markets, the ability to continue to securitize its loan portfolio, the continued availability of credit enhancement for its securitization transactions on acceptable terms, fluctuating interest rates, increased competition, regulatory changes and exposure to litigation. These forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to Company management. Actual events or results may differ materially.

Contact:
Investor Relations	Media Relations
Caitlin DeYoung	John Hoffmann
(817) 302-7394	(817) 302-7627

EX-99.6

Exhibit 99.6

AMERICREDIT PRICES $500 MILLION CONVERTIBLE SENIOR NOTES

Company to repurchase approx. $254 million of common stock

FORT WORTH, TX, Sept. 12, 2006 – AmeriCredit Corp. (NYSE: ACF) today announced the pricing of its offering of $250 million principal amount of Convertible Senior Notes due 2011 and $250 million principal amount of Convertible Senior Notes due 2013 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The sale of the notes is expected to close on September 18, 2006.

The 2011 notes were priced at 100 percent of their principal amounts and have the following terms:

• $250 million principal amount of 0.75% Convertible Senior Notes due September 15, 2011.

• The 2011 notes are convertible prior to maturity, subject to certain conditions, into cash up to their principal amount, and into shares of AmeriCredit common stock for the conversion value above the principal amount, if any, based on an initial conversion rate of 35.6233 shares of common stock per $1,000 principal amount of the 2011 notes, representing a conversion price of approximately $28.07 per share. The initial conversion price represents a 15% conversion premium for the 2011 notes based on the closing price of $24.41 per share on September 12, 2006.

The 2013 notes were priced at 100 percent of their principal amounts and have the following terms:

• $250 million principal amount of 2.125% Convertible Senior Notes due September 15, 2013.

• The 2013 notes are convertible prior to maturity, subject to certain conditions, into cash up to their principal amount, and into shares of AmeriCredit common stock for the conversion value above the principal amount, if any, based on an initial conversion rate of 32.7735 shares of common stock per $1,000 principal amount of the notes, representing a conversion price of approximately $30.51 per share. The initial conversion price represents a 25% conversion premium for the 2013 notes based on the closing price of $24.41 per share on September 12, 2006.

AmeriCredit estimates that the net proceeds from this offering will be approximately $488 million, after deducting estimated commissions and expenses. In addition, AmeriCredit has granted the initial purchasers a 15-day option to purchase up to $25 million principal amount of additional 2011 notes and up to $25 million principal amount of additional 2013 notes, in each case, solely to cover over-allotments.

AmeriCredit intends to use the net proceeds from the offering of the notes for:

• The purchase, from affiliates of one or more of the initial purchasers, of convertible note hedges with respect to AmeriCredit’s common stock. Concurrently with entering into the convertible note hedges, AmeriCredit issued warrants to purchase its common stock. These transactions have the effect of increasing the effective conversion price of the notes, from AmeriCredit’s perspective, to $35 (in the

case of the 2011 notes) or $40 (in the case of the 2013 notes), which represents approximately a 43% premium (in the case of the 2011 notes) or approximately a 64% premium (in the case of the 2013 notes), in each case to the closing price of AmeriCredit’s common stock on September 12, 2006. The net cost of these transactions was approximately $50 million. If the initial purchasers exercise their option to purchase additional notes, AmeriCredit expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional convertible note hedge transactions. AmeriCredit may also enter into additional warrant transactions, if the over-allotment is exercised. In connection with establishing their initial hedges of the convertible note hedge and warrant transactions, AmeriCredit has been advised that the counterparties to such transactions or their respective affiliates expect to enter into various derivative transactions with respect to AmeriCredit’s common stock and/or purchase AmeriCredit’s common stock in secondary market transactions concurrently with, or shortly after, the pricing of the notes, and may enter into various derivative transactions with respect to AmeriCredit’s common stock and/or purchase or sell AmeriCredit’s common stock in secondary market transactions following pricing of the notes (and are likely to do so during any cash settlement averaging period relating to the notes).

• The repurchase of approximately $254 million of its common stock in privately negotiated transactions concurrently with the offering of the notes.

• General corporate purposes, including repurchasing shares of AmeriCredit common stock in the open market or in privately negotiated transactions from time to time.

This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering circular. The notes and any AmeriCredit common stock issuable upon the conversion of the notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.

About AmeriCredit

AmeriCredit Corp. is a leading independent automobile finance company that provides financing solutions indirectly through auto dealers and directly to consumers in the United States and Canada.

Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements that involve risks and uncertainties detailed from time to time in the Company’s filings and reports with the Securities and Exchange Commission including the Company’s annual report on Form 10-K for the year ended June 30, 2006. Such risks include – but are not limited to – variable economic conditions, adverse portfolio performance, volatile wholesale values, reliance on warehouse financing and capital markets, the ability to continue to securitize its loan portfolio, the continued availability of credit enhancement for its securitization transactions on acceptable terms, fluctuating interest rates, increased competition, regulatory changes and exposure to litigation. These forward-looking statements are based on the beliefs of the Company’s

management as well as assumptions made by and information currently available to Company management. Actual events or results may differ materially.

Contact:
Investor Relations	Media Relations
Caitlin DeYoung	John Hoffmann
(817) 302-7394	(817) 302-7627

EX-99.7

Exhibit 99.7

AMERICREDIT ANNOUNCES $300 MILLION STOCK REPURCHASE PLAN

FORT WORTH, TEXAS Sept. 12, 2006 – AMERICREDIT CORP. (NYSE: ACF) today announced that its board of directors has authorized a stock repurchase plan for up to $300 million. Since the inception of the Company’s share repurchase program in April 2004, the board of directors has authorized a total of $1.6 billion of stock repurchases, including approximately $254 million of common stock repurchased in conjunction with the Company’s $500 million convertible senior notes issuance. AmeriCredit may purchase the stock from time to time, depending on market conditions, in the open market or in privately negotiated transactions.

About AmeriCredit

AmeriCredit Corp. is a leading independent automobile finance company that provides financing solutions indirectly through auto dealers and directly to consumers in the United States and Canada. AmeriCredit has approximately one million customers and $12 billion in managed auto receivables. The Company was founded in 1992 and is headquartered in Fort Worth, Texas. For more information, visit www.americredit.com.

Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements that involve risks and uncertainties detailed from time to time in the Company’s filings and reports with the Securities and Exchange Commission including the Company’s annual report on Form 10-K for the year ended June 30, 2006. Such risks include – but are not limited to – variable economic conditions, adverse portfolio performance, volatile wholesale values, reliance on warehouse financing and capital markets, the ability to continue to securitize its loan portfolio, the continued availability of credit enhancement for its securitization transactions on acceptable terms, fluctuating interest rates, increased competition, regulatory changes and exposure to litigation. These forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to Company management. Actual events or results may differ materially.

Contact:
Investor Relations	Media Relations
Caitlin DeYoung	John Hoffmann
(817) 302-7394	(817) 302-7627