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Indemnification Agreement

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Title:

Indemnification Agreement

Entities:

AmeriCredit Corp.; Americredit Financial Services Inc; Deutsche Bank Trust Company Americas; Financial Security Assurance Inc.; J.P. Morgan Securities Inc.; Wachovia Securities Inc.

Date:

2002

Size:

Preview shows 13KB of 33KB total

Price:

$46

ID:

#1480178

► Legal ► Indemnification Agreements
► Financial
► Financial ► Consumer Financial Services

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INDEMNIFICATION AGREEMENT

among

FINANCIAL SECURITY ASSURANCE INC.,

AFS FUNDING TRUST

and

J.P. MORGAN SECURITIES INC.

Dated as of September 5, 2002

$111,000,000 Class A-1 1.755% Asset Backed Notes

$153,000,000 Class A-2 2.04% Asset Backed Notes

$194,000,000 Class A-3 2.72% Asset Backed Notes

$142,000,000 Class A-4 3.40% Asset Backed Notes

TABLE OF CONTENTS

		Page
Section 1.	Definitions	1
Section 2.	Representations, Warranties and Agreements of Financial Security	3
Section 3.	Representations, Warranties and Agreements of the Underwriters	5
Section 4.	Indemnification	6
Section 5.	Indemnification Procedures	6
Section 6.	Contribution	7
Section 7.	Miscellaneous	8

EXHIBIT AOpinion of Assistant General Counsel

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT dated as of September 5, 2002, among FINANCIAL SECURITY ASSURANCE INC. (Financial Security), AFS FUNDING TRUST, (the Seller) and J.P. MORGAN SECURITIES INC., as the Representative (as defined below):

Section 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings provided below:

Agreement means this Indemnification Agreement, as amended from time to time.

Federal Securities Laws means the Securities Act, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940 and the Public Utility Holding Company Act of 1935, each as amended from time to time, and the rules and regulations in effect from time to time under such Acts.

Financial Security Agreements means this Agreement, the Spread Account Agreement, the Spread Account Agreement Supplement and the Insurance Agreement.

Financial Security Information has the meaning provided in Section 2(g) hereof.

Financial Security Party means any of Financial Security, its parent, subsidiaries and affiliates, and any shareholder, director, officer, employee, agent or controlling person (as such term is used in the Securities Act) of any of the foregoing.

Indemnified Party means any party entitled to any indemnification pursuant to Section 4 hereof.

Indemnifying Party means any party required to provide indemnification pursuant to Section 4 hereof.

Insurance Agreement means the Insurance and Indemnity Agreement, dated as of September 5, 2002 among Financial Security, the Trust, AmeriCredit Financial Services, Inc., AmeriCredit Corp. and AFS Funding Trust.

Losses means (a) any actual out-of-pocket damages incurred by the party entitled to indemnification or contribution hereunder, (b) any actual out-of-pocket costs or expenses incurred by such party, including reasonable fees or expenses of its counsel and other expenses incurred in connection with investigating or defending any claim, action or other proceeding which entitle such party to be indemnified hereunder (subject to the limitations set forth in Section 5 hereof), to the extent not paid, satisfied or reimbursed from funds provided by any other Person other than an affiliate of such party (provided that the foregoing shall not create or imply any obligation to pursue recourse against any such other Person), plus (c) interest on the amount paid by the party entitled to indemnification or contribution from the date of such payment to the date of payment by the party who is obligated to indemnify or contribute hereunder at the statutory rate applicable to judgments for breach of contract.

Offering Document means the Prospectus and any other material or documents delivered by the Underwriters to any Person in connection with the offer or sale of the Securities.

Person means any individual, partnership, joint venture, corporation, trust, unincorporated organization or other organization or entity (whether governmental or private).

Policy means the financial guaranty insurance policy delivered by Financial Security with respect to the Securities.

Prospectus means, collectively, the Prospectus relating to the Securities dated January 25, 2002 and the Prospectus Supplement dated September 6, 2002 (the Prospectus Supplement) relating to the Securities.

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Table of Contents

Table of Contents