Security And Collateral Agent Agreement

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EXHIBIT 10.26


SECURITY AND COLLATERAL AGENT AGREEMENT


among


CREDIT SUISSE FIRST BOSTON,


NEW YORK BRANCH,


as Agent,


BANK ONE, N.A.,


as Collateral Agent


AMERICREDIT FINANCIAL SERVICES, INC.,


individually and as Servicer


and


AMERICREDIT WAREHOUSE TRUST,


as Borrower


_____________________________________
Dated as of March 31, 1999
_____________________________________


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TABLE OF CONTENTS
-----------------


Section 1. Definitions 1


Section 3. Distributions 2


Section 4. The Reserve Account and the Collateral Account; Investments 4


Section 5. Expenses 6


Section 6. Representations And Warranties Of The Collateral Agent 7


Section 7. Resignation By And Removal Of The Collateral Agent;
Successor Collateral Agent 7


Section 8. Indemnity 8


Section 9. Limitations Of Liability 8


Section 10. Term Of Agreement 9


Section 11. Notices 9


Section 12. GOVERNING LAW; VENUE; CONSENT TO JURISDICTION 9


Section 13. Assignment 10


Section 14. Counterparts 10


Section 15. Headings 10


Section 16. Third Party Beneficiaries 10


Section 17. Certain Remedies 10


Section 18. Remedies 12


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SECURITY AND COLLATERAL AGENT AGREEMENT


SECURITY AND COLLATERAL AGENT AGREEMENT dated as of March 31, 1999 among CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as agent for the Lenders (in such capacity, the "Agent"), BANK ONE, N.A., a national banking association
----- (including any successor thereto, the "Collateral Agent"), AMERICREDIT WAREHOUSE
---------------- TRUST, a Delaware business trust (the "Borrower"), and AMERICREDIT FINANCIAL
-------- SERVICES, INC., a Delaware corporation ("AFS"), individually and as Servicer.
---


W I T N E S S E T H :
-------------------


WHEREAS, AFS and the other Sellers are the owners of certain Receivables;


WHEREAS, the Borrower desires to purchase certain of such Receivables;


WHEREAS, the Noncommitted Lenders may, or if any Noncommitted Lender elects not to, certain Committed Lenders shall, from time to time hereafter finance the purchase of such Receivables by making advances to the Borrower under the Receivables Financing Agreement (as hereinafter defined) secured, inter alia, by
----- ---- such Receivables; and


WHEREAS, AFS will service such Receivables.


NOW, THEREFORE, AFS, the Borrower, the Collateral Agent and the Agent, intending to be legally bound, hereby agree as follows:


Section 1. Definitions. For all purposes of this Agreement, the
----------- following terms shall have the meanings set forth below, unless the context clearly indicates otherwise. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Receivables Financing Agreement.


"Accrual Period" shall mean, with respect to any Distribution Date,
-------------- the period from and including the previous Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) through and including the day preceding such Distribution Date.


"AFS" has the meaning specified in the Preamble.
--- --------


"Agent" has the meaning specified in the Preamble.
----- --------


"Agreement" means this Security and Collateral Agent Agreement, as it
--------- may be amended, supplemented or otherwise modified from time to time.


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"Amount Available" means, with respect to any Distribution Date, the
---------------- sum of (a) the amount on deposit in the Collection Account as of the end of the preceding Collection Period and any amounts paid into the Collection Account under any Interest Rate Hedge with respect to the Accrual Period ending on the day preceding such Distribution Date plus (b) any investment income earned on amounts on deposit in the Collection Account, the Collateral Account and the Reserve Account since the prior Distribution Date (or the Closing Date in the case of the first Distribution Date).


"Borrower" has the meaning specified in the Preamble.
-------- --------


"Capped Expenses" means, at any time, costs and expenses due at such
--------------- time (if any) to the Backup Servicer and the Collateral Agent under the Transaction Documents not in excess of $7500 with respect to any Collection Period.


"Collateral Agent" has the meaning specified in the Preamble.
---------------- --------


"Increased Costs" means collectively, any increased cost, loss or
--------------- liability owing to the Agent and/or any other Affected Person under Article VI of the Receivables Financing Agreement.


"Indemnity Amounts" means, collectively, all indemnity obligations and
----------------- other amounts owing to the Agent, any Lender and/or any other Indemnified Party under Article XVII or Section 18.4 of the Receivables Financing Agreement (to the extent not paid by AFS) and the unreimbursed amount (if any) expended by the Lenders under Section 8.5(b) of the Receivables Financing Agreement.


"Receivables Financing Agreement" means the Receivables Financing
------------------------------- Agreement, dated as of March 31, 1999, among the Borrower, AFS, individually and as Servicer and Custodian, each Noncommitted Lender and Committed Lender party thereto, AmeriCredit Funding Corp., AmeriCredit Corporation of California, the Agent, and Bank One, N.A., as Backup Servicer and Collateral Agent, as amended, extended or otherwise modified from time to time.


Section 2. Appointment of Collateral Agent. Subject to the terms and
------------------------------- conditions hereof, the Agent, on behalf of the Lenders and other Investors, hereby appoints Bank One, N.A., as Collateral Agent hereunder and under the Receivables Financing Agreement, and Bank One, N.A. hereby accepts such appointment.


Section 3. Distributions.
-------------


(a) On each Distribution Date prior to the Facility Termination Date, the Collateral Agent shall distribute, in


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accordance with the applicable Servicer's Certificate, the Amount Available for such Distribution Date in the following order of priority:


(i) FIRST, to the extent not previously paid by AFS or otherwise by
or on behalf of the Borrower (A) to the Servicer, the Servicing Fee
(computed at a Servicing Fee Rate not in excess of 2.00% per annum) for the
related Collection Period; (B) to the Backup Servicer and the Collateral
Agent, the Backup Servicer Fee for the related Collection Period; (C) to
the Backup Servicer and the Collateral Agent, the Capped Expenses; (D) to
the Backup Servicer, Transition Costs (if any) due to the Backup Servicer
under the Transaction Documents; and (E) to the Agent, on behalf of itself
and the Lenders and Liquidity Providers, the Fees payable on such
Distribution Date pursuant to the Fee Letter (and any Fees due and not paid
on a prior Distribution Date);


(ii) SECOND, to the Agent, on behalf of the Lenders, an amount equal
to Yield on the Advances accrued during the Accrual Period with respect to
such Distribution Date (and any Yield with respect to any prior Accrual
Period to the extent not paid pursuant to this Section 2(a)(ii) on a prior
Distribution Date);


(iii) THIRD, to the Agent, on behalf of the Lenders, the principal
amount of Advances which are to be paid or prepaid to the extent then due
and owing including, without limitation, any amount of such principal
required to prevent the existence of a Borrowing Base Deficiency;


(iv) FOURTH, to the Reserve Account, until the amount on deposit
therein is equal to the Required Reserve Account Amount;


(v) FIFTH, to the Agent, for the benefit of the Affected Persons,
any Increased Costs then due and owing, and, to the extent not previously
paid by or on behalf of the Borrower, to each Indemnified Party, any
Indemnity Amounts then due and owing to each such Indemnified Party;


(vi) SIXTH, to the extent not previously paid pursuant to clause
FIRST above, (A) to the Agent, any costs and expenses due to the Agent
under the Transaction Documents; and (B) to the Backup Servicer and
Collateral Agent, any costs and expenses due to the Backup Servicer and
Collateral Agent under the Transaction Documents; and


(vii) SEVENTH, to the Borrower, the remaining portion of the Amount
Available.


(b) On each Distribution Date on or after the Facility


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Termination Date, the Collateral Agent shall distribute, in accordance with the applicable Servicer's Certificate, or, if not delivered, upon the Agent's direction, the Amount Available for such Distribution Date and all amounts, if any, on deposit in the Reserve Account and the Collateral Account in the following order of priority:


(i) FIRST, to the extent not previously paid by AFS or otherwise by
or on behalf of the Borrower (A) to the Servicer, the Servicing Fee
(computed at a Servicing Fee Rate not in excess of 2.00% per annum) for the
related Collection Period; (B) to the Backup Servicer and the Collateral
Agent, the Backup Servicer Fee for the related Collection Period; (C) to
the Backup Servicer and the Collateral Agent, the Capped Expenses; (D) to
the Backup Servicer, Transition Costs (if any) due to the Backup Servicer
under the Transaction Documents; and (E) to the Agent, on behalf of itself,
the Lenders and the Liquidity Providers, any Fees payable on such
Distribution Date pursuant to the Fee Letter (and any Fees due and not paid
on a prior Distribution Date);


(ii) SECOND, to the Agent on behalf of the Lenders, an amount equal
to Yield on the Advances accrued during the Accrual Period with respect to
such Distribution Date (and any Yield with respect to any prior Accrual
Period to the extent not paid on a prior Distribution Date);


(iii) THIRD, to the Agent, on behalf of the Lenders, the principal
amount of all outstanding Advances;


(iv) FOURTH, to the Agent, for the benefit of the Affected Persons,
any Increased Costs then due and owing, and, to the extent not previously
paid by or on behalf of the Borrower, to each Indemnified Party, any
Indemnity Amounts then due and owing to each such Indemnified Party;


(v) FIFTH, to the extent not previously paid pursuant to clause
FIRST above, (A) to the Agent, any costs and expenses due to the Agent
under the Transaction Documents; and (B) to the Backup Servicer and
Collateral Agent, any costs and expenses due to the Backup Servicer and
Collateral Agent under the Transaction Documents; and


(vi) SIXTH, to the Borrower, the remaining portion of the amount to
be distributed.


(c) On each Interim Distribution Date, the Collateral Agent shall, at the direction of the Servicer or the Agent, withdraw from the Collection Account and distribute the following amounts in the following order of priority:


(i) FIRST, to the Agent, on behalf of the Lenders,


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