Exhibit 10.65
EXECUTION COPY
AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.,
as Seller and Servicer
and
AMERICREDIT CANADA FUNDING TRUST I,
as Borrower
by its trustee
CIBC MELLON TRUST COMPANY
and
CONGRESS FINANCIAL CORPORATION (CANADA),
as Lender and Collateral Agent
LOAN AGREEMENT
Osler, Xxxxxx & Harcourt LLP
Barristers & Solicitors
Toronto, Ontario
TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS................................................ 1
1.1 Definitions....................................... 1
ARTICLE 2
FUNDINGS................................................... 2
2.1 Funding........................................... 2
2.2 Interest.......................................... 4
2.3 Optional Prepayments.............................. 5
ARTICLE 3
TERM AND DEFAULT........................................... 6
3.1 Term of Agreement................................. 6
3.2 Default........................................... 6
ARTICLE 4
INDEMNIFICATION............................................ 6
4.1 Indemnity......................................... 6
4.2 Indemnity for Taxes, Reserves and Expenses........ 9
4.3 Other Costs, Expenses and Related Matters......... 10
4.4 Taxes............................................. 10
4.5 Liability of Seller; Indemnities.................. 11
ARTICLE 5
CONDITIONS PRECEDENT....................................... 12
5.1 Conditions to Effectiveness....................... 12
5.2 Conditions to Initial Loan Note Funding........... 12
ARTICLE 6
MISCELLANEOUS.............................................. 14
6.1 Waivers; Amendments............................... 14
6.2 Notices........................................... 14
6.3 Governing Law; Submission to Jurisdiction......... 16
6.4 Counterparts...................................... 17
6.5 Successors and Assigns............................ 17
6.6 Confidentiality Agreement......................... 17
6.7 Further Assurances................................ 18
6.8 Headings.......................................... 18
6.9 No Recourse....................................... 18
EXHIBIT A FUNDING NOTICE
SCHEDULE A TRANSFER NOTICE
EXHIBIT B FORM OF GRID LOAN NOTE
SCHEDULE 1 TO GRID LOAN NOTE
EXHIBIT C FIELD NAMES
LOAN AGREEMENT
THIS LOAN AGREEMENT dated as of April 30, 2002, among CONGRESS FINANCIAL
CORPORATION (CANADA), as lender and collateral agent (together with its
permitted successors and assigns, the "Lender" or "Collateral Agent", as
applicable), AMERICREDIT CANADA FUNDING TRUST I, a trust established under the
laws of the Province of Ontario (the "Trust" and, together with its successors
and permitted assigns, the "Borrower") by its trustee CIBC MELLON TRUST COMPANY
and AMERICREDIT FINANCIAL SERVICES OF CANADA LTD., as Seller and Servicer
("AmeriCredit Canada").
PRELIMINARY STATEMENTS. Subject to the terms and conditions of this Agreement
and the Security Agreement, the Borrower desires to obtain funds from the Lender
and to evidence the obligation to repay such amounts, together with interest
thereon through the issuance of the Loan Note.
Pursuant to the Security Agreement, the Borrower will pledge to the Collateral
Agent for the benefit of the Lender its interest in the Collateral, including
the Borrower's interest in the Contracts and the Related Security.
In consideration of the mutual agreements, provisions and covenants contained
herein, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions
All capitalized terms used herein and not otherwise defined herein shall have
the meanings specified in the Security Agreement. The following terms shall have
the meanings specified below, and shall include in the singular number the
plural and in the plural number the singular:
"Agreement" means this Loan Agreement, as it may from time to time be amended,
supplemented or otherwise modified in accordance with the terms hereof.
"Borrower" means AmeriCredit Canada Funding Trust I and its successors and
permitted assigns, by its trustee, CIBC Mellon Trust Company.
"Commitment Expiry Date" means initially the Initial Commitment Expiry Date and
thereafter means any date to which the facility is thereafter extended in
accordance with Section 3.1.
"Excluded Taxes" has the meaning specified therefor in Section 4.4.
"Funding Notice" has the meaning specified therefor in Section 2.1(a).
"Funding Date" means the date of a proposed Funding.
"Indemnified Amounts" has the meaning specified therefor in Section 4.1.
"Indemnified Parties" has the meaning specified therefor in Section 4.1.
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"Initial Commitment Expiry Date" has the meaning specified therefor in Section
3.1.
"Initial Loan Note Funding" has the meaning specified therefor in Section
2.1(a).
"Loan Note" means the grid note issued to the Collateral Agent on behalf of the
Lender pursuant to Section 2.1 hereof, in the form of Exhibit B hereto.
"Security Agreement" means the security agreement, dated as of the date hereof,
among the Borrower, the Collateral Agent and AmeriCredit Canada, as Seller and
Servicer and individually, as such agreement may be amended, supplemented or
otherwise modified from time to time.
"Subsequent Loan Note Funding" means any advance which is made pursuant to
Section 2.1(b) hereof.
"Taxes" has the meaning specified therefor in Section 4.4.
ARTICLE 2
FUNDINGS
2.1 Funding
(a) Initial Loan Note Funding. Upon the terms and subject to the
conditions herein set forth, provided that the Facility
Termination Date shall not have occurred, the Lender shall make
an initial advance (the "Initial Loan Note Funding") to the
Borrower on or after the Closing Date. In connection with the
Initial Loan Note Funding, the Borrower shall, by notice in the
form of Exhibit A hereto (the "Funding Notice") request such
Funding by noon (Toronto time) at least one Business Day prior to
the proposed date of such Initial Loan Note Funding. Such notice
shall specify the proposed Funding amount (which shall be at
least Cdn.$1,000,000) and the proposed date of the Initial Loan
Note Funding and shall include the Borrowing Base calculation and
a spreadsheet file containing the field names listed in Exhibit C
hereto.
(b) Subsequent Loan Note Fundings. Upon the terms and subject to the
conditions herein set forth, provided that the Facility
Termination Date shall not have occurred, the Lender shall make
subsequent advances from time to time (each, a "Subsequent Loan
Note Funding") to the Borrower on or after the Funding Date. In
connection with each Subsequent Loan Note Funding, the Borrower
shall, by noon (Toronto time) on the Business Day prior to the
related Funding Date, provide the Lender with a Funding Notice
setting forth the amount of the proposed Subsequent Loan Note
Funding, which shall be at least Cdn.$1,000,000 and integral
multiples of Cdn.$100,000 in excess thereof (or, to the extent
that the then available unused portion of the Facility Limit is
less than such amount, such amount) and shall include the
Borrowing Base calculation and a spreadsheet file containing the
field names listed in Exhibit C hereto.
(c) Limitation of Liability. By making any advance hereunder, the
Lender does not assume nor shall it or the Collateral Agent have
any obligations or liabilities
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under any of the Receivables or with respect to any of the
Related Security, all of which shall remain the obligations and
liabilities of the Borrower.
(d) Conditions to Funding. The Lender shall have no obligation to
advance any funds to the Borrower in connection with any Funding
if on the date of the proposed Funding, (i) the Net Loan
Investment after giving effect to the Funding would exceed the
Borrowing Base; (ii) the Borrower shall not have given
irrevocable instructions to the Lender to direct from proceeds of
such Funding, the Cash Reserve Account Required Amount into the
Cash Reserve Account; (iii) a Potential Termination Event or a
Termination Event shall have occurred and be continuing; (iv) the
conditions precedent set forth in Article 5 hereof (to the extent
that they apply to such Funding) shall not be satisfied; (v) the
representations and warranties in Section 3.1 of the Security
Agreement shall not be true and correct on such day; or (vi) the
Facility Termination Date shall have occurred.
(e) Funding Notices Irrevocable. The Funding Notices shall be
irrevocable and binding on the Borrower and the Borrower shall
indemnify the Lender against any loss or expense incurred by the
Lender, either directly or indirectly as a result of any failure
by the Borrower to complete the requested Funding including,
without limitation, any loss (excluding loss of anticipated
profits) or expense incurred by the Lender, either directly or
indirectly, by reason of the liquidation or re-employment of
funds acquired by the Lender for the Lender to complete the
requested Funding.
(f) Payments. By no later than 1:00 p.m. (Toronto time) on the date
of any Funding, the Lender shall remit the amount of such Funding
to be advanced by the Lender to the Borrower as set forth in the
applicable Funding Notice, as the case may be, to the Borrower's
account as directed in the Funding Notice.
(g) The Loan Note.
(i) The Borrower's obligation to pay the principal of and
interest on all amounts advanced by the Lender pursuant to
any Funding shall be evidenced by a single note of the
Borrower (the "Loan Note") payable to the Collateral Agent
on behalf of the Lender which shall (1) be dated May 9,
2002; (2) be in the stated principal amount described
therein; (3) bear interest as provided herein and therein;
(4) be payable to the order of the Collateral Agent on
behalf of the Lender and mature on the Settlement Date
occurring in the eighth calendar month following the
calendar month in which the latest maturing Receivable
(determined as of the Facility Termination Date) is
scheduled to mature (without regard to extensions
subsequently granted on any Receivable by the Borrower); (5)
be entitled to the benefit of the Security Agreement; and
(6) be substantially in the form of Exhibit B to this
Agreement, with blanks appropriately completed in conformity
herewith. The Collateral Agent shall, and is hereby
authorized to, make a notation on the schedule attached to
the Loan Note of the date and the amount of each Funding and
the date and amount of the payment of principal thereon;
provided, however, that failure to make such
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notation shall not adversely affect the Collateral Agent's
rights with respect to the Loan Note.
(ii) Although the Loan Note shall be dated May 9, 2002, interest
in respect thereof shall be payable only for the periods
during which amounts are outstanding thereunder.
2.2 Interest
(a) The Borrower shall pay to the Lender interest on the Net Loan
Investment monthly in arrears in respect of each Monthly Period
on the Settlement Date immediately following such Monthly Period
which interest shall be calculated for each Monthly Period as
follows:
(i) for the portion of such Monthly Period ending prior to the
occurrence of a Termination Event,
BAR x NLI x ED/365
(ii) for the portion of such Monthly Period ending on or after
the date of occurrence of a Termination Event,
PR x NLI x ED/365
where:
BAR = the applicable BA Rate for such Monthly Period
NLI = the weighted average Net Loan Investment for the
applicable portion of such Monthly Period
PR = the applicable Prime Rate plus 3.50% for such Monthly
Period
ED = the actual number of days in the applicable portion of
such Monthly Period during which the Net Loan Investment was
outstanding and being funded at the BA Rate or the Prime
Rate plus 3.5%, as applicable;
provided, that any interest paid on the Net Loan Investment
shall not be considered paid by any distribution to the
Lender on account of interest to the extent that at any time
all or a portion of such distribution is rescinded or must
otherwise be returned for any reason.
(b) Interest on any amount payable to the Lender under this Agreement
or any other Transaction Document which is not paid when due
shall be calculated daily at a rate per annum equal to the Prime
Rate plus 3.5% in the outstanding amount thereof and shall accrue
from the due date therefore, until payment in full of such
amount. Such interest shall be payable upon demand by the Lender.
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(c) Interest payable hereunder shall be calculated on the basis of a
three hundred sixty five (365) day year, and actual days elapsed.
(d) The Lender shall determine the CDOR Rate on the first day of each
month for the purposes of calculating the BA Rate for the Monthly
Period commencing on such date. The Prime Rate for each Monthly
Period and for all other purposes of this Agreement shall be the
Prime Rate in effect as of the opening of business on the first
day of each month.
(e) For purposes of disclosure under the Interest Act (Canada), where
interest is calculated pursuant hereto at a rate based upon a
three hundred and sixty-five (365) or three hundred and sixty
(360) day year (the "First Rate"), it is hereby agreed that the
rate or percentage of interest on a yearly basis is equivalent to
such First Rate multiplied by the actual number of days in the
year divided by three hundred and sixty-five (365) or three
hundred and sixty (360), as applicable.
(f) In no event shall charges constituting interest payable by the
Borrower to the Lender exceed the maximum amount or the rate
permitted under any applicable law or regulation, and if any part
or provision of this Agreement is in contravention of any such
law or regulation, such part or provision shall be deemed amended
to conform thereto. Notwithstanding the provisions of this
Agreement, in no event shall the aggregate "interest" (as that
term is defined in Section 347 of the Criminal Code (Canada))
exceed the effective annual rate of interest on the "credit
advanced" (as defined therein) lawfully permitted under Section
347 of the Criminal Code (Canada). The effective annual rate of
interest shall be determined in accordance with generally
accepted actuarial practices and principles over the term of the
applicable Funding, and in the event of a dispute, a certificate
of a Fellow of the Canadian Institute of Actuaries appointed by
Lender will be conclusive for the purposes of such determination.
(g) A certificate of an authorized signing officer of the Lender as
to each amount and/or each rate of interest payable hereunder
from time to time shall be conclusive evidence of such amount and
of such rate, absent manifest error.
(h) For greater certainty, whenever any amount is payable under this
Agreement or any other Transaction Document by Borrower as
interest or as a fee which requires the calculation of an amount
using a percentage per annum, each party to this Agreement
acknowledges and agrees that such amount shall be calculated as
of the date payment is due without application of the "deemed
reinvestment principle" or the "effective yield method". As an
example, when interest is calculated and payable monthly, the
rate of interest payable per month is 1/12 of the stated rate of
interest per annum.
2.3 Optional Prepayments
The Borrower may prepay the Fundings made to it, in whole or in part, without
premium or penalty, upon at least three (3) Business Days' irrevocable notice to
the Lender specifying the date and amount of prepayment, or upon less notice
provided that if less than three (3) Business Days' notice is provided to the
Lender the Borrower shall be responsible for the reasonable
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breakage costs incurred by the Lender as a result of such prepayment. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest thereon
calculated at the then applicable rate hereunder.
ARTICLE 3
TERM AND DEFAULT
3.1 Term of Agreement
The initial term of this Agreement and the facility described herein shall be
364 days from the Closing Date (the "Initial Commitment Expiry Date"). The
Borrower may, by written request (an "Extension Request") to the Lender
delivered at least sixty days preceding each anniversary of the then applicable
Commitment Expiry Date, request that the Lender extend the Commitment Expiry
Date then in effect by a further 364 day period. The Lender shall notify the
Borrower and AmeriCredit Canada no later than 5:00 p.m., Toronto time, on the
date which is thirty days after delivery of an Extension Request, of whether the
Lender agrees to extend the Commitment Expiry Date by 364 days. If the Lender
has failed to notify the Borrower and AmeriCredit Canada within such 30 day
period its consent shall be deemed to have been denied. If the Lender agrees in
writing to so extend a Commitment Expiry Date by 364 days, then such Commitment
Expiry Date shall automatically be so extended.
3.2 Default
The Borrower shall be in default under this Agreement upon the occurrence of any
Termination Event and the Collateral Agent may with the consent of the Lender
and shall upon the direction of the Lender subsequently declare that the
Facility Termination Date shall have occurred (in which case the Facility
Termination Date shall be deemed to have occurred), provided that automatically
upon the commencement or occurrence of any Insolvency Event with respect to the
Seller (without the requirement for passage of time or giving of notice) the
Facility Termination Date shall occur, and the Collateral Agent may accelerate
the obligations owing to the Lender hereunder or under the Loan Note and may
exercise the other rights and remedies set out in the Security Agreement and the
other Transaction Documents and, in the case of a Servicer Termination Event,
the Servicing Agreement and may exercise all other rights and remedies provided
after default under the applicable PPSA and under other applicable law, which
rights and remedies shall be cumulative.
ARTICLE 4
INDEMNIFICATION
4.1 Indemnity
Without limiting any other rights which the Lender may have hereunder or under
applicable law, each of the Borrower and AmeriCredit Canada agrees to jointly
and severally indemnify the Lender, the Collateral Agent and any permitted
assigns and their respective agents, officers, directors and employees
(collectively, "Indemnified Parties") from and against any and all claims,
damages, expenses, losses and liabilities (including Legal Costs) (all of the
foregoing being collectively referred to as "Indemnified Amounts") awarded
against or incurred by any of them in any action or proceeding between the
Borrower, AmeriCredit Canada and any of the Indemnified Parties or between any
of the Indemnified Parties and any third party or otherwise
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arising out of or as a result of this Agreement, the Loan Note or the other
Transaction Documents or any other transactions contemplated hereby or thereby
excluding, however, (i) Indemnified Amounts to the extent resulting from gross
negligence or willful misconduct on the part of an Indemnified Party or (ii)
recourse for uncollectible Receivables or (iii) (except as otherwise
specifically provided in this Agreement) any income (including withholding)
taxes or franchise taxes or capital taxes. Such Indemnified Amounts shall be
paid in accordance with the Security Agreement. Without limiting, or being
limited by the generality of the foregoing, but subject to the exclusions set
forth in the second preceding sentence, each of the Borrower and AmeriCredit
Canada shall indemnify each Indemnified Party from and against any and all
Indemnified Amounts relating to or resulting from:
(a) any representation or warranty made by the Borrower, Seller or
AmeriCredit Canada under or in connection with this Agreement,
the Security Agreement, any other Transaction Document, any
Funding Notice, Servicer's Report (to the extent prepared by
AmeriCredit Canada as Servicer) or any other information or
report delivered by the Borrower or AmeriCredit Canada pursuant
hereto or thereto, which shall have been false or incorrect in
any material respect when made or deemed made;
(b) the failure by the Borrower, AmeriCredit Canada, Seller,
AmeriCredit Financial Services, Inc. or the Temporary Custodian
to comply with any applicable law, rule or regulation with
respect to the Collateral, or the nonconformity of any portion of
the Collateral with any such applicable law, rule or regulation;
(c) the failure to vest and maintain vested in the Collateral Agent a
first priority perfected security interest in the Collateral,
free and clear of any Adverse Claim;
(d) the failure to file, or any delay in filing, financing statements
or other similar instruments or documents under the PPSA or
Uniform Commercial Code as adopted by the State of Texas with
respect to all or any part of the Collateral which failure has an
adverse effect on the validity, perfected status or priority of
the security interest granted to the Collateral Agent under the
Security Agreement;
(e) any dispute, claim, offset or defense (other than discharge in
bankruptcy of the Obligor) of the Obligor to the payment of any
Receivable (including, without limitation, a defense based on
such Receivable not being legal, valid and binding obligation of
such Obligor enforceable against it in accordance with its
terms), or any other claim resulting from the sale of services
related to such Receivable or the furnishing or failure to
furnish such services;
(f) any products liability claim or personal injury or property
damage suit or other similar or related claim or action of
whatever sort arising out of or in connection with related
merchandise or services which are the subject of any Receivable
including any losses attributable to the failure of the Obligor
to insure the Financed Vehicle;
(g) the transfer of an ownership interest in any Receivable to the
Borrower other than an Eligible Receivable;
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(h) the failure by the Borrower, AmeriCredit Canada, Seller, AmeriCredit
Financial Services, Inc. or the Temporary Custodian to comply with any
term, provision or covenant contained in this Agreement, the Security
Agreement or any of the other Transaction Documents to which it is a party
or to perform any of its respective duties under the Receivables or the
Contracts;
(i) the acceptance or administration of the Trust by any Indemnified Party and
the performance of such Indemnified Party's duties under the Transaction
Documents except for any Indemnified Amounts that are conclusively
determined by a judicial proceeding to have been incurred by such
Indemnified Party as a result of such Indemnified Party's wilful
misconduct, bad faith or gross negligence;
(j) the failure of the Borrower, AmeriCredit Canada, Seller, AmeriCredit
Financial Services, Inc. or the Temporary Custodian to pay when due any
material taxes owing by the Borrower, including without limitation, any
income or capital taxes owing by the Borrower and any sales, excise or
personal property taxes owing by the Borrower payable in connection with
any of the Receivables or Related Security;
(k) any repayment by any Indemnified Party of any amount previously distributed
in reduction of Net Loan Investment which such Indemnified Party believes
in good faith is required to be made;
(l) the commingling by the Borrower, the Seller or AmeriCredit Canada of
Collections in respect of Receivables at any time with other funds;
(m) any action taken by the Borrower, the Seller or AmeriCredit Canada in the
enforcement or collection of any Receivable or Related Security;
(n) the use of the proceeds of any Funding;
(o) the failure of any Receivable to be an Eligible Receivable as of its
Receivables Purchase Date, the failure of any information contained in a
Servicer's Certificate (to the extent prepared by AmeriCredit Canada as
Servicer) to be true and correct, or the failure of any other information
provided to the Borrower with respect to the Collateral Interest or this
Agreement to be true and correct;
(p) any dispute, claim, offset or defense (other than discharge in bankruptcy
of the Obligor) of the Obligor to the payment of any Purchased Receivable
or the Related Security (including, without limitation, a defense based on
such Purchased Receivable or Related Security not being a legal, valid and
binding obligation of such Obligor enforceable against it in accordance
with its terms), or any other claim resulting from the Obligor's use of the
proceeds of the loan evidenced by the Purchased Receivable or relating to
collection activities with respect to such Receivable (if such collection
activities were performed by the Seller or any of its Affiliates acting as
Servicer or by any agent or independent contractor retained by the Seller
or any of its Affiliates); or
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(q) any claim, investigation, litigation or proceeding arising out of or
in connection with the Receivables or the Related Security.
4.2 Indemnity for Taxes, Reserves and Expenses
(a) If after the date hereof, the adoption of any Law or guideline or any
amendment or change in the administration, interpretation or
application of any existing or future Law or guideline by any
Governmental Authority charged with the administration, interpretation
or application thereof, or the compliance with any guideline,
directive or request of any Governmental Authority (in the case of any
guideline, directive or request, whether or not having the force of
Law):
(i) shall subject any Indemnified Party to any tax, duty or other
charge (other than a tax on income (including withholding tax
(except as otherwise specifically provided in this Agreement) or
franchise tax) with respect to this Agreement, the Security
Agreement, the Net Loan Investment, the maintenance or financing
of the Loan Note, the Collateral or payments of amounts due
hereunder, or shall change the basis of taxation of payments to
any Indemnified Party of amounts payable in respect of this
Agreement, the Security Agreement, the Net Loan Investment, the
Collateral, the maintenance or financing of the Loan Note, or
payments of amounts due hereunder or its obligation to advance
funds otherwise in respect of this Agreement, the Security
Agreement, the Net Loan Investment, the maintenance or financing
of the Loan Note, the Collateral (except for changes in Excluded
Taxes);
(ii) shall impose, modify or deem applicable any reserve, special
deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by, any Indemnified
Party or shall impose on any Indemnified Party any other
condition affecting this Agreement, the Security Agreement, the
Net Loan Investment, the payments of amounts due hereunder or
under the Security Agreement or the Loan Note or its obligation
to advance funds otherwise in respect of this Agreement, the Net
Loan Investment or the Collateral or the maintenance or
financing of the Loan Note or the Collateral; or
(iii) imposes upon any Indemnified Party any other expense (including,
without limitation, any loss of margin, Legal Costs, and
expenses of litigation or preparation therefor in contesting any
of the foregoing but not including a tax on income (including
withholding tax (except as otherwise specifically provided in
this Agreement) or franchise tax) with respect to this
Agreement, the Security Agreement, the Net Loan Investment, the
maintenance or financing of the Loan Note or the Collateral, the
payments of amounts due hereunder, under the Loan Note or the
Security Agreement or its obligation to advance funds otherwise
in respect of this Agreement, the Security Agreement, the Net
Loan Investment or the Collateral
and the result of any of the foregoing is to increase the cost to or
to reduce the amount of any sum received or receivable by such
Indemnified Party with respect
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to this Agreement, the Security Agreement, the Loan Note, the Net Loan
Investment, the Collateral, the obligations hereunder, the funding of
any purchases, then within 10 days after demand by the Lender, either
the Borrower or Servicer shall pay to the Lender such additional
amount or amounts as will compensate such Indemnified Party for such
increased cost or reduction.
(b) The Lender will promptly notify the Borrower and Servicer of any event
of which it has knowledge, occurring after the date hereof, which will
entitle an Indemnified Party to compensation pursuant to this Section
4.2. A notice by the Lender claiming compensation under this Section
and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In
determining such amount, the Lender may use any reasonable averaging
and attributing methods.
4.3 Other Costs, Expenses and Related Matters
Each of the Borrower and AmeriCredit Canada agrees, upon receipt of a written
invoice, to pay or cause to be paid, and to save the Lender and the Collateral
Agent harmless against liability for the payment of, all reasonable
out-of-pocket expenses (including, without limitation, all reasonable Legal
Costs, accountants' and other third parties' fees and expenses, any filing fees
and expenses incurred by officers or employees of the Lender) incurred by or on
behalf of the Lender or the Collateral Agent (i) subject to the terms and
conditions of the Fee Letter, in connection with the negotiation, execution,
delivery and preparation of this Agreement, the Loan Note, and the Security
Agreement and any other Transaction Document and the transactions contemplated
hereby and thereby; and (ii) from time to time (a) relating to any amendments,
waivers or consents under this Agreement, the Loan Note, the Security Agreement
and any other Transaction Document, (b) arising in connection with the Lender's,
or its agent's enforcement or preservation of rights (including, without
limitation, the perfection and protection of the Collateral Agent's security
interest in the Collateral), (c) arising in connection with any dispute,
disagreement, litigation or preparation for litigation involving this Agreement
or any other Transaction Document, or (d) arising in connection with any
transfer of Receivables under the Master Receivables Purchase Agreement or the
Servicing Agreement.
4.4 Taxes
Except as otherwise required by applicable law, all payments made hereunder by
the Borrower and AmeriCredit Canada (each a "payor") to the Collateral Agent or
the Lender shall be made free and clear of and without deduction for or on
account of any present or future taxes, fees, duties, withholdings or other
charges of any nature whatsoever imposed by any taxing authority on the
Collateral Agent or the Lender (or any assignee of such party) (such
non-excluded items being called "Taxes"), but excluding any taxes, fees, duties,
withholdings or other charges (i) imposed on or measured by the net income or
capital of the Lender or the Collateral Agent by the jurisdictions under the
laws of which the Lender or the Collateral Agent is organized, is resident or
carries on business or (ii) imposed as a result of a change of residence of the
Lender or the Collateral Agent (or any assignee of such Person) for tax purposes
other than any change of residency of the Lender or the Collateral Agent which
is the result of an assignment by the Lender or the Collateral Agent to an
affiliate of the Lender or the Collateral Agent following the occurrence of a
Termination Event ("Excluded Taxes"). In the event that any withholding or
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deduction from any payment made by the payor hereunder is required in respect of
any Taxes, then such payor shall:
(a) pay directly to the relevant authority the full amount required to be
so withheld or deducted;
(b) promptly forward to the Collateral Agent or the Lender an official
receipt or other documentation satisfactory to the Collateral Agent or
the Lender, as applicable, evidencing such payment to such authority;
and
(c) pay to the Collateral Agent or the Lender, as applicable, such
additional amount or amounts as is necessary to ensure that the net
amount after payment of all Taxes imposed by any relevant jurisdiction
on any additional amounts payable under this Section 4.4 actually
received by the Collateral Agent or the Lender, as applicable, will
equal the full amount such Collateral Agent or Lender, as applicable,
would have received had no such withholding or deduction been
required.
Moreover, if any Taxes are directly asserted against the Collateral Agent or the
Lender, as applicable, with respect to any payment received by the Collateral
Agent or the Lender hereunder, the Collateral Agent or the Lender, as
applicable, may pay such Taxes and the payor will promptly pay such additional
amounts (including any penalties, interest or expenses) as shall be necessary in
order that the net amount received by the recipient after the payment of such
Taxes (including any Taxes on such additional amount) shall equal the amount the
Collateral Agent or the Lender would have received had such Taxes not been
asserted.
If the payor fails to pay any Taxes when due to the appropriate taxing authority
or fails to remit to the Collateral Agent or the Lender, as applicable, the
required receipts or other required documentary evidence, the payor shall
indemnify the Collateral Agent or the Lender, as applicable, for any incremental
Taxes, interest, or penalties that may become payable by the Collateral Agent or
the Lender as applicable, as a result of any such failure.
If the Collateral Agent or the Lender, as applicable, determines that any credit
or deduction received by it is reasonably allocable to any Taxes paid or
reimbursed by the payor under this Section 4.4, the Collateral Agent or the
Lender, as applicable, shall pay the amount of such credit or deduction to the
payor.
4.5 Liability of Seller; Indemnities
(a) The Seller (in its capacity as such) shall be liable hereunder only to
the extent of the obligations in this Agreement and the other
Transaction Documents specifically undertaken by the Seller and the
representations made by the Seller herein and therein;
(b) The Seller shall indemnify the Trustee and the Collateral Agent, and
their respective officers, directors, agents and employees against any
and all loss, liability or expense, (other than overhead and expenses
incurred in the normal course of business) incurred by each of them in
connection with the acceptance or administration of the Trust and the
performance of their duties under the
-12-
Transaction Documents other than if such loss, liability or expense is
conclusively determined by a judicial proceeding to have been incurred
by the Trustee or the Collateral Agent as a result of any such
entity's wilful misconduct, bad faith or gross negligence; and
(c) Indemnification under this Article shall survive the termination of
the Transaction Documents or the resignation and removal of the
Trustee and the Collateral Agent and shall include, without
limitation, reasonable fees and expenses of counsel and expenses of
litigation. If the Seller has 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 Seller without interest.
ARTICLE 5
CONDITIONS PRECEDENT
5.1 Conditions to Effectiveness
On or prior to the date of execution hereof, the Borrower shall deliver to the
Lender the following documents, instruments and fees all of which shall be in a
form and substance acceptable to the Collateral Agent:
(a) An executed copy of this Agreement, the Security Agreement, the Master
Receivables Purchase Agreement, the Servicer Guarantee, the Servicing
Agreement, the Loan Note and each of the other Transaction Documents
(other than any Hedging Arrangement, the Interim Custodian Agreement
or the Temporary Custodian Agreement).
(b) Any fees or amounts due and payable on the Closing Date in accordance
with the Fee Letter.
(c) Such other documents, approvals, consents, instruments, certificates
or opinions as the Lender shall reasonably request.
5.2 Conditions to Initial Loan Note Funding
The obligation of the Lender to make the Initial Loan Note Funding hereunder is
subject to (i) satisfaction of the conditions precedent set forth in Section 5.1
hereof and Section 2.1(a) (including conditions referenced in Exhibit II
thereof) of the Master Receivables Purchase Agreement and (ii) receipt by the
Collateral Agent of the following documents, all of which shall be in a form and
substance acceptable to the Collateral Agent:
(a) A certified copy of the authorizing resolutions of the Trustee.
(b) Either:
(i) (A) A favourable opinion of Jenkens and Xxxxxxxxx, Texas counsel
for the Seller, as to perfection by possession in the State
of Texas in a form satisfactory to the Collateral Agent and
as to such other matters as the Collateral Agent may
reasonably request; and
-13-
(B) An executed copy of the Interim Custodian Agreement and the
Temporary Custodian Agreement; or
(ii) (A) Acknowledgement or duplicate registration copies of proper
financing statements and other similar documents or
instruments, with registration particulars stamped thereon,
naming the Lender as secured party and the Borrower as
debtor and duly filed on or before the date of the initial
funding under the PPSA in Ontario and under the Uniform
Commercial Code as adopted by the State of Texas;
(B) Executed copies of all financing statements, financing
change statements, discharge and releases, if any, necessary
to discharge or release all security interests and other
rights or interests of any Person in the Collateral,
together with copies of the relevant financing change
statements or other discharge statements or releases with
the registration particulars stamped thereon or other
assurance satisfactory to the Collateral Agent.
(C) Such assurances as the Collateral Agent may reasonably
require to evidence that no prior perfected secured creditor
of the Borrower or Seller other than those providing
discharges or releases referred to in paragraph (i) above,
has any interest in the Collateral.
(D) Completed PPSA search results, dated on or before the date
of the initial Funding, listing the financing statements
referred to in Paragraph (b) above and all other effective
financing statements filed in the jurisdictions referred to
in Paragraph (b) above that name the Borrower as debtor.
(c) Evidence of the establishment of the Trust Accounts.
(d) An executed copy of the Trust Declaration and a certified copy of the
Administration Agreement.
(e) An executed copy of the account control agreement among AmeriCredit
Canada, the Collateral Agent and The Bank of Nova Scotia.
(f) An executed Funding Notice.
(g) A Certificate of the Servicer certifying the accuracy of the
representations and warranties made by it and the absence of any
Termination Event or Servicer Termination Event.
-14-
ARTICLE 6
MISCELLANEOUS
6.1 Waivers; Amendments
(a) No failure or delay on the part of the Lender or Collateral 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 further exercise
thereof or the exercise of any other power, right or remedy. The
rights and remedies herein provided shall be cumulative and
nonexclusive of any rights or remedies provided by law.
(b) The following steps may only be taken by and with the written consent
of the Collateral Agent and the Lender:
(i) an amendment to, or waiver under, this Agreement or any other
Transaction Document;
(ii) the waiver of any Termination Event or Servicer Termination
Event;
(iii) after the occurrence of a Termination Event, declaring the
Facility Termination Date to have occurred; and
(iv) replacing AmeriCredit Canada as Servicer and AmeriCredit US as
Custodian after the occurrence of a Servicer Termination Event.
6.2 Notices
Except as provided below, all communications, reports and notices provided for
hereunder shall be in writing (including telecopy or electronic facsimile
transmission or similar writing) and shall be given to the other party at its
address or telecopy number set forth below or at such other address or telecopy
number as such party may hereafter specify for the purposes of notice to such
party. Each such notice or other communication shall be effective (i) if given
by telecopy, when such telecopy is transmitted to the telecopy number specified
in this Section 6.2 and confirmation is received, (ii) if given by mail, three
(3) Business Days following such posting, if postage prepaid, or if sent via
U.S. certified or registered mail, (iii) if given by overnight courier, one (1)
Business Day after deposit thereof with a national overnight courier service, or
(iv) if given by any other means, when received at the address specified in this
Section 6.2.
If to the Lender or the Collateral Agent:
Congress Financial Corporation (Canada)
000 Xxxxxxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Enza Augusta
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
-15-
with a copy to:
Wachovia Securities
Asset-Backed Finance - Investment Management
000 X. Xxxxxxx Xx.
Xxxxxxxxx, XX 00000-0000
Attention: Xxx XxxXxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Borrower:
AmeriCredit Canada Funding Trust I
c/o AmeriCredit Financial Services of Canada Ltd., as Administrator
1 Xxxxxx Xxxxx Parkway
Suite 1420
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
CIBC Mellon Trust Company, as Trustee
000 Xxx Xxxxxx, X.X. Xxx 0
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Manager, Corporate Trust Services
Telecopy: (000) 000-0000
Payment Information:
[BANK]
ABA _________
Account __________
Reference __________
with a copy to:
AmeriCredit Financial Services of Canada Ltd.
000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Attention: Treasurer
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
-16-
If to AmeriCredit Canada:
AmeriCredit Financial Services of Canada Ltd.
0 Xxxxxx Xxxxx Xxxxxxx
Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Treasurer
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
with a copy to:
AmeriCredit Financial Services of Canada Ltd.
000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Attention: Treasurer
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
6.3 Governing Law; Submission to Jurisdiction
(a) This Agreement shall be governed by, and construed in accordance with,
the law of the Province of Ontario (without giving effect to the
conflict of laws principles thereof).
(b) Any legal action or proceeding with respect to this agreement may be
brought in the courts of the Province of Ontario and by execution and
delivery of this Agreement, each of the Borrower, the Collateral
Agent, the Lender, AmeriCredit Canada, the Seller, the Servicer and
the Administrator consents, for itself and in respect of its property,
to the non-exclusive jurisdiction of those courts. Each of the
Borrower, the Collateral Agent, the Lender, AmeriCredit Canada, the
Seller, the Servicer and the Administrator irrevocably waives, to the
maximum extent permitted by law, any objection, including any
objection to the laying of venue or based on the grounds of forum non
convenience, which it may now or hereafter have to the bringing of any
action or proceeding in such jurisdiction in respect of this Agreement
or any document related hereto. The Borrower, the Collateral Agent,
the Lender, AmeriCredit Canada, the Seller, the Servicer and the
Administrator each waive personal service of any claim, notice of
motion or application, summons, complaint or other process, which may
be made by any other means permitted by Ontario law.
6.4 Counterparts
This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, 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.
-17-
6.5 Successors and Assigns
(a) This Agreement shall be binding on, and inure to the benefit of the
Borrower and AmeriCredit Canada, and their respective successors and
assigns; provided, however, that neither AmeriCredit Canada, nor the
Borrower may assign any of its rights or delegate any of its duties
hereunder or under the Master Receivables Purchase Agreement or under
any of the other Transaction Documents to which it is a party without
the prior written consent of the Lender.
(b) Neither the Collateral Agent nor the Lender may assign its rights and
obligations under or in this Agreement or the other Transaction
Documents to any Person other than an Eligible Institution without the
prior written consent of the Borrower, AmeriCredit Canada and the
Servicer, provided, however that after the occurrence of a Termination
Event the assignee may be any Person and no such consent shall be
required.
(c) The Lender may at any time grant to one or more Persons which shall be
Eligible Institutions (each a "Participant") participating interests
in this Agreement or the Loan Note; provided however that
participations may be granted to any Person after the occurrence of a
Termination Event. In the event of any such grant by the Lender of a
participating interest to a Participant, the Lender shall remain
responsible for the performance of its obligations hereunder and
neither the Borrower nor AmeriCredit Canada shall have any obligation
to deal with any Participant hereunder. The Borrower and AmeriCredit
Canada each agree that each Participant shall be entitled to the
benefits of all representations, warranties, covenants, agreements and
indemnities of the Borrower or AmeriCredit Canada made or contained in
this Agreement, all of which may be enforced by the Lender for the
benefit of itself and such participants.
6.6 Confidentiality Agreement
(a) Each of the Borrower and AmeriCredit Canada hereby agrees that it will not
disclose the contents of this Agreement or any other proprietary or
confidential information of the Lender or the Collateral Agent to any other
Person except (i) its auditors and attorneys, employees or financial
advisors (other than any commercial bank which is not an Affiliate of the
Lender) and any nationally recognized rating agency, provided such
auditors, attorneys, employees, financial advisors or rating agencies are
informed of the highly confidential nature of such information or (ii) as
otherwise required (x) by applicable law, (y) under any applicable
securities legislation, in connection with an offering of securities issued
by the Borrower or an Affiliate thereof, or (z) by order of a court of
competent jurisdiction.
(b) Each of the Lender and Collateral Agent hereby agrees that it will not
disclose the contents of this Agreement or any other proprietary or
confidential information of the Borrower or AmeriCredit to any other Person
except (i) its auditors and attorneys, employees or financial advisors
(other than any commercial bank which is not an Affiliate of the Lender)
and any nationally recognized rating
-18-
agency, provided such auditors, attorneys, employees,
financial advisors or rating agencies are informed of the
highly confidential nature of such information or (ii) as
otherwise required (x) by applicable law or (y) by order of a
court of competent jurisdiction.
6.7 Further Assurances
Each of the Borrower and AmeriCredit Canada agrees to do such further acts and
things and to execute and deliver to the Lender or the Collateral Agent such
additional assignments, agreements, powers and instruments as are required by
the Lender to carry into effect the purposes of this Agreement, the Loan Note,
the Security Agreement or the other Transaction Documents or to better assure
and confirm unto the Lender or the Collateral Agent its rights, powers and
remedies hereunder or thereunder.
6.8 Headings
Section headings used in this Agreement are for convenience of reference only
and shall not affect the construction or interpretation of this Agreement.
6.9 No Recourse
It is expressly understood and agreed by the parties hereto that this Agreement
will be conclusively deemed to have been executed by the Administrator on behalf
of the Trustee only in its capacity as trustee of the Borrower and that (i) any
and all of the representations, warranties, undertakings, covenants,
indemnities, agreements and other obligations made on the part of the Trustee
herein are made and intended not as personal representations, warranties,
undertakings, covenants, indemnities, agreements and other obligations by the
Trustee or for the purpose or with the intention of binding the Trustee in its
personal capacity, but are made and intended for the purpose of binding only the
property and assets of the Borrower or a specific portion thereof; (ii) no
property or assets of the Trustee, whether owned beneficially by it in its
personal capacity or otherwise (other than the Trust Fund, as such term is
defined in the Trust Declaration), will be subject to levy, execution or other
enforcement procedures with regard to any of the representations, warranties,
undertakings, covenants, indemnities, agreements and other obligations of the
Borrower or the Trustee hereunder; and (iii) no recourse may be had or taken,
directly or indirectly against the Trustee in its personal capacity, any
beneficiary of the Borrower or any incorporator, Affiliate, shareholder,
director, officer, representative, employee or agent of the Trustee or any
predecessor or successor of the Trustee with regard to the representations,
warranties, undertakings, covenants, indemnities, agreements and other
obligations of the Borrower or the Trustee hereunder.
6.10 Limitation of Liability
The Lender shall not have any liability to the Borrower (whether in tort,
contract, equity or otherwise) for losses suffered by the Borrower in connection
with, arising out of, or in any way related to the transactions or relationships
contemplated by this Agreement or any other Transaction Document, or any act,
omission or event occurring in connection herewith or therewith except to the
extent that the losses were the result of acts or omissions constituting gross
negligence or wilful misconduct by the Lender.
-19-
IN WITNESS OF WHICH, the Parties have caused this Loan Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
AMERICREDIT CANADA FUNDING TRUST I, by its Trustee CIBC
MELLON TRUST COMPANY, by AMERICREDIT FINANCIAL SERVICES
OF CANADA LTD. as Administrator
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
AMERICREDIT FINANCIAL SERVICES OF CANADA LTD., as Seller
and initial Servicer
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
CONGRESS FINANCIAL CORPORATION (CANADA), in its capacity
as Lender and as Collateral Agent
By:____________________________________
Name:
Title:
By:_________________________________
Name:
Title:
EXHIBIT A
FUNDING NOTICE
To: CONGRESS FINANCIAL CORPORATION (CANADA)
From: AMERICREDIT CANADA FUNDING TRUST I (the "Borrower")
Re: Loan Agreement dated April 30, 2002 (the "Loan Agreement") among
AmeriCredit Financial Services of Canada Ltd. ("AmeriCredit Canada"), as
seller and servicer, AmeriCredit Canada Funding Trust I, a trust
established under the laws of the Province of Ontario (the "Trust" and
together with its successors and permitted assigns, the "Borrower") by its
trustee CIBC Mellon Trust Company, and Congress Financial Corporation
(Canada), as lender and collateral agent (the "Lender")
--------------------------------------------------------------------------------
1. This Funding Notice is made pursuant to Section 2.1 of the Loan Agreement.
Capitalized terms used but not defined in this Funding Notice shall have
the meanings ascribed to such terms in the Loan Agreement.
2. The Borrower requests that the Lender provide the following Funding on the
Funding Date to the Person, and at the location, set out below:
Funding amount: $__________________________
Funding Date: ___________________________
Funding directed to: Bank of Nova Scotia
S.W.I.F.T. address: XXXXXXXX
Financial Institution Code: 002
Transit: 80002
Account #: 0000000
AmeriCredit Financial Services of Canada Ltd.
3. The above Funding amount has been based upon the following Borrowing Base
determination as of the date hereof:
(a) Facility Limit= $_________________________
(b) (AOB + Collections) x CPPP= $_________________________
-2-
Where as of the date hereof
AOB = Aggregate Outstanding Balance of all Eligible
Receivables = $________________________
Collections = aggregate amount of Principal Collections on
deposit in the Collection Account = $______
______________
CPPP = Cash Purchase Price Percentage =____________%
4. The Borrower is making this request in connection with the acquisition by
the Borrower of the Contracts identified in paragraph 5 hereof and the
Related Security.
5. The Contracts subject to this Funding Notice are set out in Schedule A to
the Transfer Notice related to this Funding Request, a copy of which is
attached hereto as Schedule A.
6. The Borrower hereby confirms that all of the conditions set forth in
Section 2.1(d) of the Loan Agreement have been satisfied.
7. The representations and warranties of the Borrower contained in the
Transaction Documents are true and correct on and as of the date hereof.
8. No Termination Event or Potential Termination Event has occurred and is
continuing as of the date hereof.
9. The Balance of the Cash Reserve Account is $_________ and after giving
effect to the Funding, the Cash Reserve Required Amount will be $________.
Dated this ______ day of _________________, 200___.
AMERICREDIT CANADA FUNDING
TRUST I, by its Trustee, CIBC MELLON
TRUST COMPANY, by AMERICREDIT
FINANCIAL SERVICES OF CANADA
LTD. as Administrator
By:__________________________________
Name
Title:
By:__________________________________
SCHEDULE A
TRANSFER NOTICE
EXHIBIT B
FORM OF GRID LOAN NOTE
Toronto, Ontario
________________, 2002
FOR VALUE RECEIVED, the undersigned, AMERICREDIT CANADA FUNDING TRUST I
(the "Issuer"), by its trustee CIBC MELLON TRUST COMPANY, promises to pay to the
order of CONGRESS FINANCIAL CORPORATION (CANADA), as Collateral Agent, on behalf
of the Lender, on the date specified in Section 2.1(g)(i)(4) of the Loan
Agreement (as hereinafter defined), at the address set out in Section 6.2 of the
Loan Agreement, in lawful money of Canada and in immediately available funds,
the principal amount of One Hundred Million Dollars ($100,000,000), or, if less,
the aggregate unpaid principal amount of all Fundings made by the Lender to the
Issuer pursuant to the Loan Agreement and to pay interest at such office, in
like money, from the date hereof on the unpaid principal amount of such Fundings
from time to time outstanding at the rates and on the dates specified in the
Loan Agreement and the Security Agreement.
The Collateral Agent is authorized to record, on the schedules annexed
hereto and made a part hereof or on other appropriate records of the Collateral
Agent, the date and the amount of each Funding made by the Lender, each
continuation thereof, the funding period for such Funding and the date and
amount of each payment or prepayment of principal thereof. Any such recordation
shall constitute prima facie evidence of the accuracy of the information so
recorded; provided that the failure of the Collateral Agent to make any such
recordation (or any error in such recordation) shall not affect the obligations
of the Issuer hereunder, under the Loan Agreement or under the Security
Agreement in respect of the Fundings.
This Grid Loan Note is the Loan Note referred to in the Loan Agreement,
dated as of April 30, 2002 (as amended, supplemented, or otherwise modified and
in effect from time to time, the "Loan Agreement"), among the Lender, the
Issuer, AmeriCredit Financial Services of Canada Ltd. and Congress Financial
Corporation (Canada), as collateral agent for the Lender (in such capacity, the
"Collateral Agent"), and is entitled to the benefits thereof. Capitalized terms
used herein and not defined herein have the meanings given them in the Loan
Agreement.
This Grid Loan Note is subject to optional prepayment as provided in the
Loan Agreement.
Upon the occurrence of a Termination Event, the Lender shall have all of
the remedies specified in the Loan Agreement and the Security Agreement. The
Issuer hereby waives presentment, demand, protest and all notices of any kind
except to the extent prescribed by law.
-2-
THIS GRID LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO.
AMERICREDIT CANADA FUNDING
TRUST I by its Trustee, CIBC MELLON
TRUST COMPANY, by its Administrator,
AmeriCredit Financial Services of Canada
Ltd.
By:______________________________________
Name:
Title:
By:______________________________________
Name:
Title:
SCHEDULE 1 TO
GRID LOAN NOTE
Principal Interest Prepayment Notation By
-----------
of on of
Fundings Fundings Fundings
-------- -------- --------
Date
EXHIBIT C
FIELD NAMES
1. Contract Number
2. Obligor Name
3. Amount Financed
4. Original Term
5. Interest Rate/APR
6. Current Outstanding Balance
7. Remaining Term
8. Monthly Payment
9. Current Days Delinquent
10. VIN Number
