Common use of Derivative Contracts Clause in Contracts

Derivative Contracts. (a) The Trustee shall, at the written direction of the Servicer, enter into Derivative Contracts on behalf of the Trust solely for the benefit of the Holder of the Class R Certificate. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.13. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (B) the consent of each Holder of a Certificate to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel to the effect that entering into the Derivative Contract will not adversely affect the income tax treatment of the Trust or any interest in the Trust. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“Derivative Contract Reserve Fund”) especially created for such collections, proceeds and other amounts, and thereafter distributed to the Holder of the Class R Certificate on the Distribution Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust shall be deemed to be divided into two separate and discrete sub-trusts. The assets of one such sub-trust shall consist of all the assets of the Trust other than such Derivative Contract and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve Fund.

Derivative Contracts. (a) The Trustee shall, at At the written direction of the Servicerholder of a majority of the most subordinate class of Subordinate Certificates then outstanding (the “Controlling Class Holder”), the Securities Administrator shall, on behalf of the Trust Fund, enter into Derivative Contracts on behalf of the Trust solely for the benefit of the Holder most subordinate class of the Class R Certificate. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.13REMIC regular certificates then outstanding. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to Counsel, (iii) Written confirmation by each of the Trustee to the effect Rating Agencies that the existence of the Derivative Contract will not adversely affect result in the availability downgrade, withdrawal or suspension of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee rating on behalf of the Trust; or any certificate and (Biv) the consent of each Controlling Class Holder of a Certificate to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel to the effect that entering into the Derivative Contract will not adversely affect the income tax treatment of the Trust or any interest in the Trust. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“Derivative Contract Reserve Fund”) especially created for such collections, proceeds and other amounts, and thereafter distributed to the Holder most subordinate class of the Class R Certificate REMIC regular certificates then outstanding on the Distribution Payment Date following receipt and deposit thereof by the AdministratorSecurities Administrator on behalf of the Trustee. The Any Derivative Contract Reserve Fund shall be created, and funded with no less than $1,000, before that provides for any payment obligation on the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, part of the Trust shall Estate must (i) be deemed without recourse to be divided into two separate and discrete sub-trusts. The assets of one such sub-trust shall consist of all the assets of the Trust other than Estate, (ii) contain a nonpetition covenant provision from the Derivative Counterparty, (iii) limit payment dates thereunder to Payment Dates and (iv) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract and solely to funds available therefore in the assets Payment Account available to make payments to the holder of the other sub-trust shall consist solely most subordinate class of REMIC regular certificates then outstanding on such Payment Date. Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Payment Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust Estate’s rights (but none of its obligations) under such Derivative Contract to the Trustee on behalf the holder of the most subordinate class of REMIC regular certificates then outstanding and shall include an express consent to the funds held Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an event of default under the indenture, such Derivative Contract Reserve Fundshall terminate upon the direction of the Controlling Class Holder and (iv) prohibit the Derivative Counterparty from “settingoff’ or “netting” other obligations of the Trust Estate and its Affiliates against such Derivative Counterparty’s payment obligations thereunder.

Derivative Contracts. (a) The Trustee shallOwner Trustee, at the written direction of the Servicer, enter into Derivative Contracts on behalf of the Trust Trust, and at the direction of the Seller, shall execute and deliver Derivative Contracts in such form as the Seller and the Insurer shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof, such Derivative Contracts being solely for the benefit of the Holder Transferor. Such Derivative Contracts need not be a replacement of a derivative contract that was entered into when the Class R CertificateTransferor Interest was issued by the Trust. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer agreement and shall determine, in its sole discretion, whether any Derivative Contract conforms to not be prepaid with the requirements assets of clauses (b) and (c) of this Section 3.13the Trust. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee and the Insurer provided by, and at the expense of, the Seller to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by the Underwriter Prohibited Transaction Class Exemption to the holders (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or a similar U.S. Department of the Offered CertificatesLabor class exemption, in either case as of the date the Derivative Contract is acquired by the Trustee on behalf Trust and (ii) the prior written consent of the Trust; or (B) the consent of each Holder of a Certificate Insurer to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel . Prior to the effect that entering into acquisition of any Derivative Contracts by the Derivative Contract will not adversely affect Trust, the income tax treatment Owner Trustee, on behalf of the Trust or any interest and at the direction and expense of the Seller, shall establish and maintain in its own name an Eligible Account (the Trust“Derivative Contract Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Owner Trustee on behalf of the Transferor. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“the Derivative Contract Reserve Fund”) especially created Collection Account for such collections, proceeds and other amounts, and thereafter distributed distribution to the Holder of the Class R Certificate Transferor on the Distribution Payment Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded with no less than $1,000, before the Trustee enters into such Derivative ContractOwner Trustee. In addition, in the event any Derivative Contract such instrument is entered intoacquired, the parties hereto agree to treat the Trust shall be deemed to be as though it were divided into two separate and discrete sub-trusts. The assets of one such sub-trust shall consist of all the assets of the Trust other than such Derivative Contract instrument and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve Fundsuch instrument.

Derivative Contracts. (a) The Trustee shallTrust, at the written direction of the ServicerSeller, enter into shall execute and deliver Derivative Contracts on behalf of in such form as the Trust Seller shall approve, as evidenced conclusively by the Trust’s execution thereof, such Derivative Contracts being solely for the benefit of the Holder Certificateholder; provided, however, that neither the execution and delivery of any such Derivative Contract nor the consummation of any transaction contemplated thereunder shall give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or 4975(c)(1) of the Class R CertificateCode. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.13. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee Insurer provided by, and at the expense of, the Seller to the effect that the existence of the Derivative Contract will not adversely affect cause the availability Trust to be characterized as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (ii) the prior written consent of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (B) the consent of each Holder of a Certificate Insurer to the acquisition of such Derivative Contract, such consent not to be unreasonably withheld; provided that such consent shall not be deemed to be unreasonably withheld if the proposed Derivative Contract does not satisfy the requirements set forth in clauses (b) and (c) below and (iii) an Opinion confirmation from the Rating Agencies that the then-current rating of Counsel the Notes, and the rating of the Notes without taking into account the existence of the Policy, will not be qualified, reduced or withdrawn as a result of the acquisition of such Derivative Contract. Prior to the effect that entering into acquisition of any Derivative Contracts by the Trust, the Trust at the direction and expense of the Seller, shall establish and maintain in its own name an Eligible Deposit Account (the “Derivative Contract will not adversely affect Collection Account”), bearing a designation clearly indicating that the income tax treatment funds deposited therein are held for the benefit of the Trust or any interest in on behalf of the TrustCertificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“the Derivative Contract Reserve Fund”) especially created Collection Account for such collections, proceeds and other amounts, and thereafter distributed distribution to the Holder of the Class R Certificate Certificateholder on the Distribution Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded Trust in accordance with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust shall be deemed to be divided into two separate and discrete sub-trusts. The assets of one such sub-trust shall consist of all the assets Section 5.7(a) of the Trust other than such Derivative Contract Sale and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve FundServicing Agreement.

Derivative Contracts. (a) The Trustee shallTrust, at the written direction of the ServicerAmeriCredit, enter into shall execute and deliver Derivative Contracts on behalf of in such form as AmeriCredit shall approve, as evidenced conclusively by the Trust Trust’s execution thereof, such Derivative Contracts being solely for the benefit of the Holder Certificateholder; provided, however, that neither the execution and delivery of any such Derivative Contract nor the consummation of any transaction contemplated thereunder shall give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or 4975(c)(1) of the Class R CertificateCode. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.13. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee Derivative Counterparty provided by, and at the expense of, AmeriCredit to the effect that the existence of the Derivative Contract will not adversely affect cause the availability Trust to be characterized as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes and (ii) the prior written consent of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (B) the consent of each Holder of a Certificate Insurer to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel such consent not to be unreasonably withheld;. Prior to the effect that entering into acquisition of any Derivative Contracts by the Trust, the Trust at the direction and expense of AmeriCredit, shall establish and maintain in its own name an Eligible Deposit Account (the “Derivative Contract will not adversely affect Collection Account”), bearing a designation clearly indicating that the income tax treatment funds deposited therein are held for the benefit of the Trust or any interest in on behalf of the TrustCertificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“the Derivative Contract Reserve Fund”) especially created Collection Account for such collections, proceeds and other amounts, and thereafter distributed distribution to the Holder of the Class R Certificate Certificateholder on the Distribution Remittance Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded Trust in accordance with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust shall be deemed to be divided into two separate and discrete sub-trusts. The assets of one such sub-trust shall consist of all the assets Section 2.3(a) of the Trust other than such Derivative Contract and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve FundSecurity Agreement.