exv10w5







Exhibit 10.5


Execution Version



SPREAD ACCOUNT AGREEMENT,




dated as of May 21, 2008




among




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F




FINANCIAL SECURITY ASSURANCE INC.




and




WELLS FARGO BANK, NATIONAL ASSOCIATION




 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Article I DEFINITIONS
	 	 	1	 
	 
	Section 1.01 Definitions
	 	 	1	 
	 
	Section 1.02 Rules of Interpretation
	 	 	18	 
	 
	Article II SECURITY INTERESTS; THE COLLATERAL
	 	 	18	 
	 
	Section 2.01 Grant of Security Interest by the Trust
	 	 	18	 
	 
	Section 2.02 Perfection and Profit
	 	 	19	 
	 
	Section 2.03 Reserved
	 	 	19	 
	 
	Section 2.04 The Trust Remains Liable
	 	 	19	 
	 
	Section 2.05 Maintenance of Collateral
	 	 	19	 
	 
	Section 2.06 Termination and Release of Rights
	 	 	20	 
	 
	Section 2.07 Non-Recourse Obligations of Trust
	 	 	21	 
	 
	Article III SPREAD ACCOUNT
	 	 	22	 
	 
	Section 3.01 Establishment of Spread Account, Initial Deposits into Spread Account
	 	 	22	 
	 
	Section 3.02 Investments
	 	 	22	 
	 
	Section 3.03 Distributions: Priority of Payments
	 	 	24	 
	 
	Section 3.04 General Provisions Regarding Spread Account
	 	 	25	 
	 
	Section 3.05 Reports by the Collateral Agent
	 	 	26	 
	 
	Article IV THE COLLATERAL AGENT
	 	 	26	 
	 
	Section 4.01 Appointment and Powers
	 	 	26	 
	 
	Section 4.02 Performance of Duties
	 	 	27	 
	 
	Section 4.03 Limitation on Liability
	 	 	27	 
	 
	Section 4.04 Reliance upon Documents
	 	 	28	 
	 
	Section 4.05 Successor Collateral Agent
	 	 	28	 
	 
	Section 4.06 Indemnification
	 	 	30	 
	 
	Section 4.07 Compensation and Reimbursement
	 	 	30	 
	 
	Section 4.08 Representations and Warranties of Wells Fargo
	 	 	30	 
	 
	Section 4.09 Waiver of Setoffs
	 	 	31	 
	 
	Section 4.10 Control by the Controlling Party
	 	 	31	 
	 
	Article V COVENANTS OF THE TRUST
	 	 	31	 
	 
	Section 5.01 Preservation of Collateral
	 	 	31	 
	 






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TABLE OF CONTENTS
(Continued)





	 	 	 	 	 
	 	 	Page	 
	Section 5.02 Opinions as to Collateral
	 	 	32	 
	 
	Section 5.03 Notices
	 	 	32	 
	 
	Section 5.04 Waiver of Stay or Extension Laws; Marshaling of Assets
	 	 	32	 
	 
	Section 5.05 Noninterference, etc.
	 	 	33	 
	 
	Section 5.06 Trust Changes
	 	 	33	 
	 
	Article VI CONTROLLING PARTY; INTERCREDITOR PROVISIONS
	 	 	33	 
	 
	Section 6.01 Appointment of Controlling Party
	 	 	33	 
	 
	Section 6.02 Controlling Party’s Authority
	 	 	34	 
	 
	Section 6.03 Rights of Secured Parties
	 	 	34	 
	 
	Section 6.04 Degree of Care
	 	 	35	 
	 
	Article VII REMEDIES UPON DEFAULT
	 	 	35	 
	 
	Section 7.01 Remedies upon a Default
	 	 	35	 
	 
	Section 7.02 Waiver of Default
	 	 	35	 
	 
	Section 7.03 Restoration of Rights and Remedies
	 	 	36	 
	 
	Section 7.04 No Remedy Exclusive
	 	 	36	 
	 
	Article VIII MISCELLANEOUS
	 	 	36	 
	 
	Section 8.01 Further Assurances
	 	 	36	 
	 
	Section 8.02 Waiver
	 	 	36	 
	 
	Section 8.03 Amendments; Waivers
	 	 	36	 
	 
	Section 8.04 Severability
	 	 	37	 
	 
	Section 8.05 Nonpetition Covenant
	 	 	37	 
	 
	Section 8.06 Notices
	 	 	37	 
	 
	Section 8.07 Term of this Agreement
	 	 	39	 
	 
	Section 8.08 Assignments:Third-Party Rights; Reinsurance
	 	 	39	 
	 
	Section 8.09 Consent of Controlling Party
	 	 	40	 
	 
	Section 8.10 Trial by Jury Waived
	 	 	40	 
	 
	Section 8.11 Governing Law
	 	 	40	 
	 
	Section 8.12 Consents to Jurisdiction
	 	 	40	 
	 
	Section 8.13 Determination of Adverse Effect
	 	 	41	 
	 
	Section 8.14 Counterparts
	 	 	41	 
	 






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TABLE OF CONTENTS
(Continued)





	 	 	 	 	 
	 	 	Page	 
	Section 8.15 Headings
	 	 	41	 
	 
	Section 8.16 No Recourse
	 	 	41	 






Exhibits

Exhibit A Letter of Instruction Regarding Spread Account Monies





iii











 







     SPREAD ACCOUNT AGREEMENT, dated as of May 21, 2008 (the “Agreement”), by and among FINANCIAL
SECURITY ASSURANCE INC., a New York stock insurance company (“Financial Security”), AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2008-A-F (the “Trust”) and WELLS FARGO BANK, NATIONAL ASSOCIATION
(“Wells Fargo”), in its capacity as Trustee with respect to the Notes (in such capacity, the
“Trustee”) and as Collateral Agent (as defined below).



RECITALS




     1. The Trust has requested that Financial Security issue the Notes Policy (as defined herein)
with respect to the Notes (as defined herein) to the Trustee to guarantee payment of the Scheduled
Payments (as defined in the Notes Policy) with respect to the Notes.



     2. In order to secure the performance of the Secured Obligations (as defined herein), the
Trust has agreed to pledge the Collateral to Wells Fargo, acting as the Collateral Agent for the
benefit of Financial Security and for the benefit of the Trustee with respect to the Notes.



A G R E E M E N T S




     In consideration of the premises, and for other good and valuable consideration, the adequacy,
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.01 Definitions. All terms defined in the Sale and Servicing Agreement or
the Indenture shall have the same meanings provided in the Sale and Servicing Agreement or the
Indenture, respectively, unless otherwise specified. The following terms shall have the following
respective meanings:



     “Accelerated Payment Termination Date” means the earlier of the Distribution Date on
which (A) the principal balance of the Class A-1 Notes is reduced to zero or (B) the Accelerated
Payment Amount Shortfall equals zero.



     “Additional Securitizations” means any securitization of automobile loans or
installment sale contracts sponsored by AmeriCredit Corp. or any affiliate thereof that is insured
by Financial Security and (i) is issued in 2008 as part of AmeriCredit Corp.’s “AmeriCredit
Automobile Receivables Trust” program (also known as AmeriCredit



 









 







Corp.’s “AMCAR” program) or any successor to such program, including, without limitation, any
securitization insured by Financial Security that is issued under the registration statement
bearing file number 333-146701 or under any successor to such registration statement or (ii) is
identified as an “Additional Securitization” in the spread account agreement for such
securitization. For the avoidance of doubt, the AmeriCredit Automobile Receivables Trust 2008-A-F
is considered an Additional Securitization.



     “Agreement” means this Spread Account Agreement, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the terms hereof.



     “AmeriCredit Securitizations” means the Additional Securitizations and the Existing
AmeriCredit Securitizations.



     “Authorized Officer” means, (i) with respect to Financial Security, the Chairman of
the Board, the President, the Executive Vice President, the Chief Operating Officer, the Chief
Executive Officer or any Managing Director of Financial Security, (ii) with respect to each Trustee
or each Collateral Agent, any Vice President, Authorized Signer or Trust Officer thereof, and (iii)
with respect to the Trust, any Responsible Officer of the Owner Trustee.



     “Collateral” means collectively all collateral pledged hereunder.



     “Collateral Agent” means Wells Fargo, in its capacity as collateral agent on behalf of
the Secured Parties, including its successors in interest, until a successor Person shall have
become a Collateral Agent pursuant to Section 4.05 hereof, and thereafter “Collateral Agent” shall
also mean such successor Person.



     “Controlling Party” means, at any time, the Person designated as the Controlling Party
at such time pursuant to Section 6.01 hereof.



     “Cumulative Default Rate” shall mean, with respect to any Determination Date, the
fraction, expressed as a percentage, the numerator of which is equal to the Principal Balance of
all Receivables which became Defaulted Receivables since the Initial Cutoff Date as of the related
Accounting Date and the denominator of which is equal to the Original Pool Balance.



     “Cumulative Default Test Failure” shall mean, the Cumulative Default Rate shall be
equal to or greater than: (A) 3.31%, with respect to any Determination Date occurring prior to or
during the 3rd calendar month succeeding the Closing Date, (B) 5.75%, with respect to any
Determination Date occurring after the 3rd, and prior to or during the 6th, calendar month
succeeding the Closing Date, (C) 8.25%, with respect to any Determination Date occurring after the
6th, and prior to or during the 9th, calendar month succeeding the Closing Date, (D) 10.00%, with
respect to any Determination Date occurring after the 9th, and prior to or during the 12th,
calendar month succeeding the Closing Date, (E) 12.25%, with respect to any Determination Date
occurring after the



2









 




12th, and prior to or during the 15th, calendar month succeeding the Closing Date, (F) 15.00%,
with respect to any Determination Date occurring after the 15th, and prior to or during the 18th,
calendar month succeeding the Closing Date, (G) 17.82%, with respect to any Determination Date
occurring after the 18th, and prior to or during the 21st, calendar month succeeding the Closing
Date, (H) 19.39%, with respect to any Determination Date occurring after the 21st, and prior to or
during the 24th, calendar month succeeding the Closing Date, (I) 21.49%, with respect to any
Determination Date occurring after the 24th, and prior to or during the 27th, calendar month
succeeding the Closing Date, (J) 23.06%, with respect to any Determination Date occurring after the
27th, and prior to or during the 30th, calendar month succeeding the Closing Date, (K) 24.89%, with
respect to any Determination Date occurring after the 30th, and prior to or during the 33rd,
calendar month succeeding the Closing Date, (L) 26.20%, with respect to any Determination Date
occurring after the 33rd, and prior to or during the 36th, calendar month succeeding the Closing
Date, (M) 27.51%, with respect to any Determination Date occurring after the 36th, and prior to or
during the 39th, calendar month succeeding the Closing Date, (N) 28.30%, with respect to any
Determination Date occurring after the 39th, and prior to or during the 42nd, calendar month
succeeding the Closing Date and (O) 29.08%, with respect to any Determination Date occurring after
the 42nd calendar month succeeding the Closing Date.




     “Cumulative Net Loss Rate” shall mean, with respect to any Determination Date, the
fraction, expressed as a percentage, the numerator of which is equal to the sum of (a) Net Losses
for such Determination Date plus (b) 50% of the Principal Balance of all Receivables with respect
to which 10% or more of a Scheduled Payment has become 91 or more days delinquent (not including
Receivables included under the definition of Net Losses in clause (a) above) as of the related
Accounting Date and the denominator of which is equal to the Original Pool Balance.



     “Cumulative Net Loss Test Failure” shall mean, the Cumulative Net Loss Rate shall be
equal to or greater than: (A) 1.99%, with respect to any Determination Date occurring prior to or
during the 3rd calendar month succeeding the Closing Date, (B) 3.50%, with respect to any
Determination Date occurring after the 3rd, and prior to or during the 6th, calendar month
succeeding the Closing Date, (C) 5.00%, with respect to any Determination Date occurring after the
6th, and prior to or during the 9th, calendar month succeeding the Closing Date, (D) 6.25%, with
respect to any Determination Date occurring after the 9th, and prior to or during the 12th,
calendar month succeeding the Closing Date, (E) 8.00%, with respect to any Determination Date
occurring after the 12th, and prior to or during the 15th, calendar month succeeding the Closing
Date, (F) 10.00%, with respect to any Determination Date occurring after the 15th, and prior to or
during the 18th, calendar month succeeding the Closing Date, (G) 11.52%, with respect to any
Determination Date occurring after the 18th, and prior to or during the 21st, calendar month
succeeding the Closing Date, (H) 12.57%, with respect to any Determination Date occurring after the
21st, and prior to or during the 24th, calendar month succeeding the Closing Date, (I) 13.36%, with
respect to any Determination Date occurring after the 24th, and prior to or during the 27th,
calendar month succeeding the



3









 







Closing Date, (J) 14.40%, with respect to any Determination Date occurring after the 27th, and
prior to or during the 30th, calendar month succeeding the Closing Date, (K) 15.45%, with respect
to any Determination Date occurring after the 30th, and prior to or during the 33rd, calendar month
succeeding the Closing Date, (L) 15.98%, with respect to any Determination Date occurring after the
33rd, and prior to or during the 36th, calendar month succeeding the Closing Date and (M) 16.50%,
with respect to any Determination Date occurring after the 36th calendar month succeeding the
Closing Date.



     “Deemed Cured” means, as of a Determination Date, (a) with respect to a Trigger Event
that has occurred pursuant to clause (ii) of the definition thereof, that no such clause (ii)
Trigger Event shall have occurred as of such Determination Date or as of either of the two
consecutively preceding Determination Dates, and (b) with respect to a Trigger Event that has
occurred pursuant to clause (i) or clause (iii) of the definition thereof, as of a Determination
Date which occurs in a calendar month which is a multiple of three months succeeding the Closing
Date, that no such clause (i) or clause (iii) Trigger Event shall have occurred as of such
Determination Date, it being understood that a Trigger Event that has occurred pursuant to clause
(i) or clause (iii) of the definition thereof, may not be cured on a Determination Date which
occurs in a calendar month which is not a multiple of three months succeeding the Closing Date.



     “Default” means, at any time, (i) if Financial Security is then the Controlling Party,
any Insurance Agreement Event of Default or any default in the satisfaction of Insurer Secured
Obligations, and (ii) if the Trustee is then the Controlling Party, any Event of Default under the
Indenture.



     “Defaulted Receivable” means any Receivable with respect to which (i) 10% or more of a
Scheduled Payment has become more than 90 days delinquent, (ii) the Servicer has repossessed the
Financed Vehicle (and any applicable redemption period has expired), (iii) the Servicer has
determined in good faith that payments under the Receivable are not likely to be resumed, or (iv)
without duplication, such Receivable is a Sold Receivable.



     “Delinquency Ratio” means, with respect to any Determination Date, the fraction,
expressed as a percentage, the numerator of which is equal to the sum of the Principal Balances (as
of the related Accounting Date) of all Receivables that were delinquent with respect to 10% or more
of a Scheduled Payment more than 60 days (excluding those Receivables for which the Financed
Vehicle has been repossessed and is in inventory) as of the related Accounting Date or that became
a Purchased Receivable as of the related Accounting Date and that were delinquent with respect to
10% or more of a Scheduled Payment more than 60 days (excluding those Receivables for which the
Financed Vehicle has been repossessed and is in inventory) as of such Accounting Date and the
denominator of which is equal to the Aggregate Principal Balance as of the second preceding
Accounting Date.



     “Delinquency Test Failure” shall mean, (A) with respect to any May-October
Determination Date, the arithmetic average of the Delinquency Ratio for such



4









 







Determination Date and the two immediately preceding Determination Dates is equal to or
greater than 4.0%; provided, however, in the event that the OC Percentage is equal
to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the
twelfth Determination Date after the Closing Date, the percentage referred to in the previous
clause for such May-October Determination Date and each Determination Date thereafter shall be
deemed to be 5.0%; provided, further, in the event that the OC Percentage is equal
to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the
twenty-fourth Determination Date after the Closing Date, the percentage referred to in the previous
clause for such May-October Determination Date and each Determination Date thereafter shall be
deemed to be 5.50%; provided, further, in the event that the OC Percentage is equal
to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the
thirtieth Determination Date after the Closing Date, the percentage referred to in the previous
clause for such May-October Determination Date and each Determination Date thereafter shall be
deemed to be 6.0%; and provided, further, in the event that the OC Percentage is
equal to or greater than the Target OC Percentage on any Determination Date occurring subsequent to
the thirty-sixth Determination Date after the Closing Date, the percentage referred to in the
previous clause for such May-October Determination Date and each Determination Date thereafter
shall be deemed to be 6.75%; or (B) with respect to any November-April Determination Date, the
arithmetic average of the Delinquency Ratio for such Determination Date and the two immediately
preceding Determination Dates is equal to or greater than 4.25%; provided, however,
in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any
Determination Date occurring subsequent to the twelfth Determination Date after the Closing Date,
the percentage referred to in the previous clause for such November-April Determination Date and
each Determination Date thereafter shall be deemed to be 5.25%; provided, further,
in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any
Determination Date occurring subsequent to the twenty-fourth Determination Date after the Closing
Date, the percentage referred to in the previous clause for such November-April Determination Date
and each Determination Date thereafter shall be deemed to be 5.75%; provided,
further, in the event that the OC Percentage is equal to or greater than the Target OC
Percentage on any Determination Date occurring subsequent to the thirtieth Determination Date after
the Closing Date, the percentage referred to in the previous clause for such November-April
Determination Date and each Determination Date thereafter shall be deemed to be 6.25%; and
provided, further, in the event that the OC Percentage is equal to or greater than
the Target OC Percentage on any Determination Date occurring subsequent to the thirty-sixth
Determination Date after the Closing Date, the percentage referred to in the previous clause for
such November-April Determination Date and each Determination Date thereafter shall be deemed to be
7.00%.



     “Delivery”: means with respect to the Collateral:




	 	(1)	 	the perfection and priority of a security interest in which is governed by
the law of a jurisdiction which has adopted the 1978 Revision to Article 8 of the UCC:




5









 












	(a)	 	with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit
and other obligations that constitute “instruments” within the meaning of Section 9-105(l)(i)
of the UCC (other than certificated securities) and are susceptible of physical delivery,
transfer thereof to the Collateral Agent by physical delivery to the Collateral Agent,
indorsed to, or registered in the name of, the Collateral Agent or its nominee or indorsed in
blank and such additional or alternative procedures as may hereafter become appropriate to
effect the complete transfer of ownership of any such Collateral to the Collateral Agent free
and clear of any adverse claims, consistent with changes in applicable law or regulations or
the interpretation thereof;






	(b)	 	with respect to a “certificated security” (as defined in Section 8-102(1)(a) of the UCC),
transfer thereof:






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




     (ii) by physical delivery of such certificated security to a “financial
intermediary” (as defined in Section 8-313(4) of the UCC) of the Collateral Agent
specially indorsed to or issued in the name of the Collateral Agent;




     (iii) by the sending by a financial intermediary, not a “clearing corporation”
(as defined in Section 8-102(3) of the UCC), of a confirmation of the purchase and
the making by such financial intermediary of entries on its books and records
identifying as belonging to the Collateral Agent of (A) a specific certificated
security in the financial intermediary’s possession, (B) a quantity of securities
that constitute or are part of a fungible bulk of certificated securities in the
financial intermediary’s possession, or (C) a quantity of securities that
constitute or are part of a fungible bulk of securities shown on the account of the
financial intermediary on the books of another financial intermediary; or




     (iv) by the making by a clearing corporation of appropriate entries on its
books reducing the appropriate securities account of the transferor and increasing
the appropriate securities account of the Collateral Agent or a Person designated
by the Collateral Agent by the amount of such certificated security, provided that
in each case: (A) the clearing corporation identifies such certificated security
for the sole and exclusive account of the Collateral Agent or the Person designated
by the Collateral Agent, (B) such certificated security shall be subject to the
clearing corporation’s exclusive control, (C) such certificated security is in
bearer form or indorsed in blank or registered in the name of the clearing



6









 







corporation or custodian bank or a nominee or either of them, (D) custody of
such certificated security shall be maintained by such clearing corporation or a
“custodian bank” (as defined in Section 8-102(4) of the UCC) or the nominee of
either subject to the control of the clearing corporation and (E) such certificated
security is shown on the account of the transferor thereof on the books of the
clearing corporation prior to the making of such entries; and such additional or
alternative procedures as may hereafter become appropriate to effect the complete
transfer of ownership of any such Collateral to the Collateral Agent free and clear
of any adverse claims, consistent with changes in applicable law or regulations or
the interpretation thereof;




	(c)	 	with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage
Corporation or by 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: book-entry registration of such property to an appropriate
book-entry account maintained with a Federal Reserve Bank by a financial intermediary which is
also a “depositary” pursuant to applicable Federal regulations and issuance by such financial
intermediary of a deposit advice or other written confirmation of such book-entry registration
to the Collateral Agent of the purchase by the financial intermediary on behalf of the
Collateral Agent of such book-entry security; the making by such financial 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 Collateral Agent
and indicating that such financial intermediary holds such book-entry security solely as agent
for the Collateral Agent; and such additional or alternative procedures as may hereafter
become appropriate to effect complete transfer of ownership of any such Collateral to the
Collateral Agent free and clear of any adverse claims, consistent with changes in applicable
law or regulations or the interpretation thereof;






	(d)	 	with respect to any item of Collateral that is an “uncertificated security” (as defined in
Section 8-102(1)(b) of the UCC) and that is not governed by clause (c) above, transfer
thereof:






     (i) by registration of the transfer thereof to the Collateral Agent, on the
books and records of the issuer thereof;




     (ii) by the sending of a confirmation by a financial intermediary of the
purchase, and the making by such financial intermediary of entries on its books and
records identifying as belonging to the Collateral Agent (A) a quantity of
securities which constitute or are part of a fungible bulk of uncertificated
securities registered in the name of the financial intermediary or (B) a quantity
of securities which constitute



7









 







or are part of a fungible bulk of securities shown on the account of the
financial intermediary on the books of another financial intermediary; or




     (iii) by the making by a clearing corporation of appropriate entries on its
books reducing the appropriate account of the transferor and increasing the account
of the Collateral Agent or a Person designated by the Collateral Agent by the
amount of such uncertificated security, provided that in each case: (A) the
clearing corporation identifies such uncertificated security for the sole and
exclusive use of the Collateral Agent or the Person designated by the Collateral
Agent, (B) such uncertificated security is registered in the name of the clearing
corporation or a custodian bank or a nominee of either, and (C) such uncertificated
security is shown on the account of the transferor on the books of the clearing
corporation prior to the making of such entries; and




     (iv) in each case of delivery contemplated herein, the Collateral Agent shall
make appropriate notations on its records, and shall cause same to be made on the
records of its nominees, indicating that such securities are held in trust pursuant
to and as provided in this Agreement.



          (2) the perfection and priority of a security interest in which is governed by the law of a
jurisdiction which has adopted the 1994 Revision to Article 8 of the UCC:





     (i) with respect to bankers’ acceptances, commercial paper, negotiable
certificates of deposit and other obligations that constitute “instruments” within
the meaning of Section 9-105(1)(i) of the UCC (other than certificated securities)
and are susceptible of physical delivery, transfer thereof to the Collateral Agent
by physical delivery to the Collateral Agent, indorsed to, or registered in the
name of, the Collateral Agent or its nominee or indorsed in blank and such
additional or alternative procedures as may hereafter become appropriate to effect
the complete transfer of ownership of any such Collateral to the Collateral Agent
free and clear of any adverse claims, consistent with changes in applicable law or
regulations or the interpretation thereof;




	(e)	 	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 Collateral
Agent, provided that if the certificated security is in registered form, it shall
be indorsed to, or registered in the name of, the Collateral Agent or indorsed in
blank;




     (ii) by physical delivery of such certificated security in registered form to
a “securities intermediary” (as defined in Section 8-



8









 







102(a)(14) of the UCC) acting on behalf of the Collateral Agent if the
certificated security has been specially endorsed to the Collateral Agent by an
effective endorsement.




	(f)	 	with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage
Corporation or by 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: 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 Collateral Agent of the purchase by the securities intermediary on behalf
of the Collateral Agent 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 Collateral Agent and indicating that such securities intermediary holds such book-entry
security solely as agent for the Collateral Agent; and such additional or alternative
procedures as may hereafter become appropriate to effect complete transfer of ownership of any
such Collateral to the Collateral Agent free of any adverse claims, consistent with changes in
applicable law or regulations or the interpretation thereof;






	(g)	 	with respect to any item of Collateral 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, transfer
thereof:






     (i) (A) by registration to the Collateral Agent as the registered owner
thereof, on the books and records of the issuer thereof.




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




     (ii) the issuer thereof has agreed that it will comply with instructions
originated by the Collateral Agent without further consent of the registered owner
thereof.




	(h)	 	in each case of delivery contemplated herein, the Collateral Agent shall make appropriate
notations on its records, and shall cause same to be made of the records of its nominees,
indicating that securities are held in trust pursuant to and as provided in this Agreement.




9









 











(i) with respect to a “security entitlement” (as defined in Section 8-102(a)(17) of the UCC)





     (i) if a securities intermediary (A) indicates by book entry that a “financial
asset” (as defined in Section 8-102(a)(9) of the UCC) has been credited to be the
Collateral Agent’s “securities account” (as defined in Section 8-501(a) of the
UCC), (B) receives a financial asset (as so defined) from the Collateral Agent or
acquires a financial asset for the Collateral Agent, and in either case, accepts it
for credit to the Collateral Agent’s securities account (as so defined), (C)
becomes obligated under other law, regulation or rule to credit a financial asset
to the Collateral Agent’s securities account, or (D) has agreed that it will comply
with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) originated
by the Collateral Agent without further consent by the “entitlement holder” (as
defined in Section 8-102(a)(7) of the UCC), of a confirmation of the purchase and
the making by such securities intermediary of entries on its books and records
identifying as belonging to the Collateral Agent of (I) a specific certificated
security in the securities intermediary’s possession, (II) a quantity of securities
that constitute or are part of a fungible bulk of certificated securities in the
securities intermediary’s possession, or (III) a quantity of securities that
constitute or are part of a fungible bulk of securities shown on the account of the
securities intermediary on the books of another securities intermediary.



     “Eligible Account” means a segregated trust account that (i) is either (x) maintained
with a depository institution or trust company the long-term unsecured debt obligations of which
are rated “AA” or higher by Standard & Poor’s and “Aa2” or higher by Moody’s, or (y) maintained
with a depository institution or trust company the commercial paper or other short-term unsecured
debt obligations of which are rated “A-1+” by Standard & Poor’s and “P-1” by Moody’s and (ii) in
either case, such depository institution or trust company shall have been specifically approved by
the Controlling Party, acting in its discretion, by written notice to the Collateral Agent.



     “Existing AmeriCredit Securitization” means any of AmeriCredit Automobile Receivables
Trust 2004-D-F, AmeriCredit Automobile Receivables Trust 2005-C-F, AmeriCredit Automobile
Receivables Trust 2006-A-F, AmeriCredit Automobile Receivables Trust 2007-B-F, and AmeriCredit
Automobile Receivables Trust 2007-D-F.



     “Final Termination Date” means the date that is the later of (i) the Insurer
Termination Date and (ii) the Trustee Termination Date.



     “Financial Security Default” means any one of the following events shall have occurred
and be continuing:



10









 






     (a) Financial Security shall have failed to make a payment required under the Notes
Policy in accordance with its terms;




     (b) Financial Security shall have (i) filed a petition or commenced any case or
proceeding under any provision or chapter of the United States Bankruptcy Code, the New
York State Insurance Law or any other similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization, (ii) made a general assignment
for the benefit of its creditors, or (iii) had an order for relief entered against it under
the United States Bankruptcy Code, the New York State Insurance Law, or any other similar
federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization which is final and nonappealable; or




     (c) a court of competent jurisdiction, the New York Department of Insurance or other
competent regulatory authority shall have entered a final and nonappealable order, judgment
or decree (i) appointing a custodian, trustee, agent or receiver for Financial Security or
for all or any material portion of its property or (ii) authorizing the taking of
possession by a custodian, trustee, agent or receiver of Financial Security (or the taking
of possession of all or any material portion of the property of Financial Security).



     “Floor Amount” shall mean, with respect to any Determination Date, the greater of
(A) $100,000 and (B) the lesser of (i) the Note Balance and (ii) 2.0% of the Original Pool Balance.



     “GIC” means one or more investment agreements approved by Financial Security entered
into from time to time by and among FSA Capital Management Services, LLC, the Collateral Agent and
AmeriCredit Financial Services, Inc., or any successor to any such party permitted pursuant to the
terms of such agreement, that is guaranteed under a financial guaranty policy issued by Financial
Security, or any successor to any such party permitted pursuant to the terms of such agreement, to
the Collateral Agent as holder of such policy.



     “Indenture” means the Indenture, dated as of May 21, 2008, between the Trust and Wells
Fargo, as amended from time to time with the consent of the Controlling Party.



     “Insurance Agreement” means the Insurance and Indemnity Agreement, dated as of May 21,
2008 among Financial Security, AmeriCredit Corp., AmeriCredit Financial Services, Inc., AFS SenSub
Corp. and the Trust, pursuant to which Financial Security issued the Notes Policy to the Trustee.



     “Insurer Secured Obligations” means all amounts and obligations which may at any time
be owed to or on behalf of Financial Security (or any agents, accountants or attorneys for
Financial Security) under the Insurance Agreement or under any Transaction Document, regardless of
whether such amounts are owed in the future, whether liquidated or unliquidated, contingent or
non-contingent.



11









 





     “Insurer Termination Date” means the date which is the latest of (i) the date of the
expiration of the Notes Policy, as specified in a written notice delivered by the Seller to the
Collateral Agent and the Trustee, (ii) the date on which Financial Security shall have received
payment and performance in full of all Insurer Secured Obligations and (iii) the latest date on
which any payment referred to above could be avoided as a preference or otherwise under the United
States Bankruptcy Code or any other similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization, as specified in an Opinion of Counsel
delivered to the Collateral Agent and the Trustee.



     “LBAC Securitization” means any of Long Beach Acceptance Auto Receivables Trust
2004-B, Long Beach Acceptance Auto Receivables Trust 2004-C, Long Beach Acceptance Auto Receivables
Trust 2005-A, Long Beach Acceptance Auto Receivables Trust 2005-B, Long Beach Acceptance Auto
Receivables Trust 2006-A, Long Beach Acceptance Auto Receivables Trust 2006-B and Long Beach
Acceptance Auto Receivables Trust 2007-A.



     “Lien” means, as applied to the property or assets (or the income, proceeds, products,
rents or profits therefrom) of any Person, in each case whether the same is consensual or
nonconsensual or arises by contract, operation of law, legal process or otherwise: (a) any
mortgage, lien, pledge, attachment, charge, lease, conditional sale or other title retention
agreement, or other security interest or encumbrance of any kind; or (b) any arrangement, express
or implied, under which such property or assets (and/or such income, proceeds, products, rents or
profits) are transferred, sequestered or otherwise identified for the purpose of subjecting or
making available the same for payment of debt or performance of any other obligation in priority to
the payment of the general, unsecured creditors of such Person.



     “May–October Determination Date” shall mean a Determination Date occurring during the
months of May, June, July, August, September or October.



     “Net Losses” means, with respect to any Determination Date, the positive difference of
(A) the sum of (i) the aggregate of the Principal Balances as of the related Accounting Date of all
Receivables that became Liquidated Receivables since the Initial Cutoff Date, plus (ii) the
Principal Balance of all Receivables that became Purchased Receivables since the Initial Cutoff
Date as of the related Accounting Date and that were delinquent with respect to 10% or more of a
Scheduled Payment more than 30 days as of such Accounting Date, plus (iii) the aggregate of all
Cram Down Losses as of the related Accounting Date that occurred since the Initial Cutoff Date,
over (B) the Liquidation Proceeds received by the Trust as of the related Accounting Date since the
Initial Cutoff Date



     “Non-Controlling Party” means, at any time, the Secured Party that is not the
Controlling Party at such time.



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     “Note Balance” shall mean, with respect to any Determination Date, the sum of the
aggregate principal balance of the Notes with respect to such Determination Date after giving
effect to all distributions on the Notes on the related Distribution Date.



     “Notes Policy” means the financial guaranty insurance policy, including any
endorsements thereto, issued by Financial Security with respect to the Securities, substantially in
the form attached as Annex I(A) to the Insurance Agreement.



     “November–April Determination Date” shall mean a Determination Date occurring during
the months of November, December, January, February, March or April.



     “Obligor” means, with respect to any Receivable, the purchaser or the co-purchasers of
the Financed Vehicle and any other Person or Persons who are primarily or secondarily obligated to
make payments under a Receivable.



     “OC Level” shall mean 22.5%; provided, however, if each of the
Step-Down Conditions are satisfied on a Determination Date preceding the Distribution Date set
forth in the following table, the OC Level shall be reduced to the amount set forth with respect to
such Distribution Date in the following table; provided, further, however,
that if any of such Step Down Conditions are not satisfied with respect to any Distribution Date in
the following table, the OC Level shall not be reduced on such Distribution Date and will not be
subject to reduction or further reduction, as applicable, until the next Distribution Date set
forth in the following table (if any):



	 	 	 	 	 
	Distribution Date occurring in:	 	OC Level
	18th calendar month
	 	 	22.0	%
	24th calendar month
	 	 	21.0	%
	30th calendar month
	 	 	20.0	%






     “OC Percentage” shall mean, with respect to any Determination Date, the sum of (i) the
percentage equivalent of a fraction the numerator of which is equal to the excess, if any, of
(A) the Aggregate Principal Balance as of such Determination Date over (B) the Note Balance as of
such Determination Date and the denominator of which is equal to the Aggregate Principal Balance as
of such Determination Date, and (ii) the percentage equivalent of a fraction the numerator of which
is equal to the amount on deposit in the Spread Account as of such Determination Date (after giving
effect to any withdrawals from the Spread Account to be made on the related Distribution Date) and
the denominator of which is equal to the Aggregate Principal Balance as of such Determination Date.



     “Opinion of Counsel” means a written opinion of counsel, acceptable as to form and
substance, and reasonably acceptable as to issuing counsel, to the Controlling Party.



13









 





     “Release Instruction Letter” means a letter of instruction from the Servicer addressed
to and acknowledged by the Collateral Agent and FSA, substantially in the form of Exhibit A hereto.



     “Requisite Amount” shall mean, as of any Determination Date, (A) if no Trigger Event
and no Insurance Agreement Event of Default shall exist as of such Determination Date, the Floor
Amount with respect to such Determination Date; (B) if a Trigger Event shall exist as of such
Determination Date and no Insurance Agreement Event of Default shall have occurred as of such
Determination Date, the sum of (x) 2.0% of the Original Pool Balance and (y) 6.0% of the Aggregate
Principal Balance with respect to such Determination Date; or (C) if an Insurance Agreement Event
of Default shall have occurred as of such Determination Date, the Pool Balance; provided,
however, that any amount determined in accordance with clause (A), (B) or (C) above shall be
reduced by the aggregate amount of any reductions in the amount then considered to be held in the
Spread Account that resulted from losses under any GIC (but only to the extent that such aggregate
amount has not been recovered and resulted in a corresponding replenishment of the amount then
considered to be held in the Spread Account).



     “Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of May
21, 2008 among the Trust, AmeriCredit Financial Services, Inc., as Servicer, the Seller and Wells
Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent.



     “Secured Obligations” means the Insurer Secured Obligations and the Trustee Secured
Obligations.



     “Secured Parties” means each of the Trustee, in respect of the Trustee Secured
Obligations, and Financial Security, in respect of the Insurer Secured Obligations.



     “Securitizations” means the AmeriCredit Securitizations and the LBAC Securitizations.



     “Security Interests” means the security interests and Liens in the Collateral granted
pursuant to Section 2.01 hereof.



     “Sharing-Eligible AmeriCredit Securitization” means any AmeriCredit Securitization (a)
from and after the first time at which both (i) the amount on deposit in the related spread
account has equaled or exceeded the “Requisite Amount” (as defined in the related spread account
agreement) and (ii) the “Pro Forma Note Balance” (as defined in the related spread account
agreement) has equaled or been less than the “Required Pro Forma Note Balance” (as defined in the
related spread account agreement), (b) from and after the Sharing-Eligible Distribution Date
specified for such AmeriCredit Securitization in the related spread account agreement or (c) with
respect to which an “Insurance Agreement Event of Default” (as defined in the related spread
account agreement) has occurred.



14









 





     “Sharing-Eligible Distribution Date” means, with respect to the AmeriCredit Automobile
Receivable Trust 2008-A-F, the 9th Distribution Date.



     “Sharing-Eligible LBAC Securitization” means (a) each of Long Beach Acceptance Auto
Receivables Trust 2006-A, Long Beach Acceptance Auto Receivables Trust 2006-B and Long Beach
Acceptance Auto Receivables Trust 2007-A transactions and (b) any other LBAC Securitization (x)
from and after the first time at which the “Total Enhancement Amount” (as defined in the related
spread account agreement) has equaled or exceeded the “Required Total Enhancement Amount” (as
defined in the related spread account agreement) or (y) with respect to which an “Insurance
Agreement Event of Default” (as defined in the related spread account agreement), other than an
“Excluded Insurance Agreement Event of Default” (as defined in the related spread account
agreement), has occurred.



     “Sharing-Eligible Securitization” means any Sharing-Eligible LBAC Securitization and
Sharing-Eligible AmeriCredit Securitization.



     “Spread Account” means the account established in accordance with Section 3.01(a)
hereof.



     “Spread Account Eligible Investments” means Eligible Investments held by the
Collateral Agent in the Spread Account and with respect to which the Collateral Agent has taken
Delivery. Any such Spread Account Eligible Investment may be purchased by or through the
Collateral Agent or any of its affiliates.



     “Spread Account Initial Deposit” shall have the meaning assigned in Section 3.01(c)
hereof.



     “Step-Down Conditions” shall be satisfied as of each Distribution Date in the
following table if each of the following conditions are met on such Distribution Date: (a) no
Insurance Agreement Event of Default shall have occurred; (b) all amounts owed to the Insurer under
the Basic Documents have been paid in full; (c) immediately before and after giving effect to any
reduction in the OC Level, (i) the Spread Account is at the Requisite Amount and (ii) the Pro Forma
Note Balance is less than or equal to the Required Pro Forma Note Balance; (d) the arithmetic
average of the monthly Delinquency Ratios for the three immediately preceding Collection Periods is
less than the percentage set forth opposite such Distribution Date, (e) the Cumulative Net Loss
Rate for the related Collection Period is less than the percentage set forth opposite such
Distribution Date, (f) the Cumulative Default Rate for the related Collection Period is less than
the percentage set forth opposite such Distribution Date and (g) the arithmetic average of the
Monthly Extension Rates for the three immediately preceding consecutive calendar months is less
than 3.00%:



15









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution	 	 	 	 	 	 	 	 	 	Cumulative
	Date occurring	 	Delinquency	 	Cumulative	 	Default
	in:	 	Ratio	 	Net Loss Rate	 	Rate
	October 2009
	 	 	4.00	%	 	 	5.70	%	 	 	9.70	%
	April 2010
	 	 	4.00	%	 	 	7.50	%	 	 	12.75	%
	October 2010
	 	 	4.75	%	 	 	9.00	%	 	 	15.00	%






     “Target OC Percentage” shall mean, with respect to any Determination Date, the sum of
(i) the percentage equivalent of a fraction the numerator of which is equal to the Floor Amount as
of such Determination Date and the denominator of which is equal to the Aggregate Principal Balance
as of such Determination Date, and (ii) the percentage equivalent of a fraction the numerator of
which is equal to the excess, if any, of (A) the Aggregate Principal Balance as of such
Determination Date over (B) the Required Pro Forma Note Balance as of such Determination Date and
the denominator of which is equal to the Aggregate Principal Balance as of such Determination Date.



     “Total Enhancement Shortfall” means (a) with respect to a Sharing-Eligible LBAC
Securitization (other than Long Beach Acceptance Auto Receivables Trust 2004-B, Long Beach
Acceptance Auto Receivables Trust 2005-A and Long Beach Acceptance Auto Receivables Trust 2006-B)
on any date of determination, (i) prior to the occurrence of an “Insurance Agreement Event of
Default” (as defined in the related spread account agreement), other than an “Excluded Insurance
Agreement Event of Default” (as defined in the related spread account agreement), the amount by
which the “Required Total Enhancement Amount” (as defined in the related spread account agreement
but calculated without regard to whether a “Trigger Event” (as defined in the related spread
account agreement) has occurred) for such Sharing-Eligible LBAC Securitization exceeds the “Total
Enhancement Amount” (as defined in the related spread account agreement) for such Sharing-Eligible
LBAC Securitization or (ii) after the occurrence of an “Insurance Agreement Event of Default” (as
defined in the related spread account agreement), other than an “Excluded Insurance Agreement Event
of Default” (as defined in the related spread account agreement), the amount by which the amount on
deposit in the spread account for such Sharing-Eligible LBAC Securitization is less than the
“Requisite Amount” (as defined in the related spread account agreement) for such Sharing-Eligible
LBAC Securitization, (b) with respect to a Sharing-Eligible LBAC Securitization that is any of Long
Beach Acceptance Auto Receivables Trust 2004-B, Long Beach Acceptance Auto Receivables Trust 2005-A
and Long Beach Acceptance Auto Receivables Trust 2006-B, the excess of the related “Requisite
Amount” (as defined in the related spread account agreement but calculated without regard to
whether a “Trigger Event” (as defined in the related spread account agreement) has occurred) over
the amount on deposit in the related spread account and (c) with respect to a Sharing-Eligible
AmeriCredit Securitization on any date of determination, (i) prior to the occurrence of an
“Insurance Agreement Event of Default” (as defined in the related spread account agreement), the
sum of (x) the amount by which the “Requisite



16









 







Amount” (as defined in the related spread account agreement but calculated without regard to
whether a “Trigger Event” (as defined in the related spread account agreement) has occurred) for
such Sharing-Eligible AmeriCredit Securitization exceeds the amount on deposit in the spread
account for such Sharing-Eligible AmeriCredit Securitization plus (y) the amount of any
“Accelerated Payment Amount Shortfall” (as defined in the related spread account agreement)
remaining after application of funds available in the related spread account for such
Sharing-Eligible AmeriCredit Securitization or (ii) after the occurrence of an “Insurance Agreement
Event of Default” (as defined in the related spread account agreement), the amount by which the
amount on deposit in the spread account for such Sharing-Eligible AmeriCredit Securitization is
less than the “Requisite Amount” (as defined in the related spread account agreement) for such
Sharing-Eligible AmeriCredit Securitization.



     “Transaction Documents” has the meaning provided in the Insurance Agreement.



     “Trigger Date” means a Determination Date which occurs (i) on or after the date of
occurrence of a Trigger Event and prior to the date, if any, on which such Trigger Event is Deemed
Cured or (ii) on or after the date of occurrence of an Insurance Agreement Event of Default.



     “Trigger Event” shall mean, as of a Determination Date, the occurrence of any of the
following:



     (i) the occurrence of a Cumulative Net Loss Test Failure;



     (ii) the occurrence of a Delinquency Test Failure; or



     (iii) the occurrence of a Cumulative Default Test Failure.



     “Trustee” means the Trust Collateral Agent named in the Indenture.



     “Trustee Secured Obligations” means all amounts and obligations which the Trust may at
any time owe to or on behalf of the Trustee, Collateral Agent, Trust Collateral Agent (without
regard to any limitations on the amounts payable to the Trustee, the Collateral Agent or the Trust
Collateral Agent specified in such Transaction Documents), or the Noteholders under the Indenture
or other Transaction Documents.



     “Trustee Termination Date” means the date on which the Trustee shall have received, as
Trustee on behalf of (and as agent for) the Noteholders, payment and performance in full of all
Trustee Secured Obligations.



     “Underwriting Agreement” means the underwriting agreement dated as of May 20, 2008
among AmeriCredit Financial Services, Inc., AFS SenSub Corp. and Deutsche Bank Securities Inc., as
representative of the Underwriters.



     “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code in effect
in the relevant jurisdiction, as the same may be amended from time to time.



17









 





     “Wells Fargo” means Wells Fargo Bank, National Association, a national banking
association and its successors.



     Section 1.02 Rules of Interpretation. The terms “hereof,” “herein,” “hereby” or
“hereunder,” unless otherwise modified by more specific reference, shall refer to this Agreement in
its entirety. Unless otherwise indicated in context, the terms “Article,” “Section,” “Appendix,”
“Exhibit” or “Annex” shall refer to an Article or Section of, or Appendix, Exhibit or Annex to,
this Agreement. The definition of a term shall include the singular, the plural, the past, the
present, the future, the active and the passive forms of such term.



ARTICLE II




SECURITY INTERESTS; THE COLLATERAL




     Section 2.01 Grant of Security Interest by the Trust.



     (a) In order to secure the performance of the Secured Obligations, the Trust hereby pledges,
assigns, grants, transfers and conveys to Wells Fargo, as Collateral Agent, on behalf of and for
the benefit of the Secured Parties to secure such Secured Obligations, a Lien on and security
interest in (which Lien and security interest is intended to be prior to all other Liens), all of
its right, title and interest in and to the following (all constituting Collateral hereunder):




     (i) the Spread Account as established pursuant to Section 3.01 of this Agreement
(including, without limitation, the Spread Account Initial Deposit and all additional
monies, checks, securities, investments and other items or documents at any time held in or
evidencing any such accounts);




     (ii) all of the Trust’s right, title and interest in and to investments made with
proceeds of the property described in clause (i) above, including each GIC and all other
investments made with amounts on deposit in the Spread Account; and




     (iii) all distributions, revenues, products, substitutions, benefits, profits and
proceeds, in whatever form, of any of the foregoing.



     (b) In order to effectuate the provisions and purposes of this Agreement, including for the
purpose of perfecting the security interests granted hereunder, the Trust represents and warrants
that it has, prior to the execution of this Agreement, executed and filed an appropriate Uniform
Commercial Code financing statement in Delaware sufficient to assure that the Collateral Agent, as
agent for the Secured Parties, has a first priority perfected security interest in all Collateral
which can be perfected by the filing of a financing statement or has delivered to Financial
Security a legal opinion acceptable to



18









 







Financial Security to the effect that no filings are required to perfect the security
interests granted hereunder.



     Section 2.02 Perfection and Profit. The Trust intends the security interests in favor
of the Secured Parties to be prior to all other Liens in respect of the Collateral, and the Trust
shall take all actions necessary to obtain and maintain, in favor of the Collateral Agent, for the
benefit of the Secured Parties, a first lien on and a first priority, perfected security interest
in the Collateral granted to the Collateral Agent. Subject to the provisions hereof specifying the
rights and powers of the Controlling Party from time to time to control certain specified matters
relating to the Collateral, each Secured Party shall have all of the rights, remedies and recourse
with respect to the Collateral afforded a secured party under the Uniform Commercial Code and all
other applicable law in addition to, and not in limitation of, the other rights, remedies and
recourse granted to such Secured Parties by this Agreement or any other law relating to the
creation and perfection of liens on, and security interests in, the Collateral.



     Section 2.03 Reserved.



     Section 2.04 The Trust Remains Liable. The Security Interests are granted as security
only and shall not (i) transfer or in any way affect or modify, or relieve the Trust from, any
obligation to perform or satisfy, any term, covenant, condition or agreement to be performed or
satisfied by the Trust under or in connection with this Agreement, the Insurance Agreement or any
other Transaction Document to which it is a party or (ii) impose any obligation on any of the
Secured Parties or the Collateral Agent to perform or observe any such term, covenant, condition or
agreement or impose any liability on any of the Secured Parties or the Collateral Agent for any act
or omission on its part relative thereto or for any breach of any representation or warranty on its
part contained therein or made in connection therewith, except, in each case, to the extent
provided herein and in the other Transaction Documents.



     Section 2.05 Maintenance of Collateral.



     (a) Safekeeping. The Collateral Agent agrees to maintain the Collateral received by
it and all records and documents relating thereto at the office of the Collateral Agent specified
in Section 8.06 hereof or such other address (unless all filings have been made to continue the
perfection of the security interest in the Collateral to the extent such security interest can be
perfected by filing a financing statement, as evidenced by an Opinion of Counsel delivered to the
Controlling Party), as may be approved by the Controlling Party. The Collateral Agent shall keep
all Collateral and related documentation in its possession separate and apart from all other
property that it is holding in its possession and from its own general assets and shall maintain
accurate records pertaining to the Spread Account Eligible Investments and Spread Account included
in the Collateral in such a manner as shall enable the Collateral Agent and the Secured Parties to
verify the accuracy of such record-keeping. The Collateral Agent’s books and records shall at all
times show that the Collateral is held by the Collateral Agent as agent of the Secured Parties and
is not the property of the Collateral Agent. The



19









 







Collateral Agent will promptly report to each Secured Party and the Trust any failure on its
part to hold the Collateral as provided in this Section 2.05(a) and will promptly take appropriate
action to remedy any such failure.



     (b) Access. The Collateral Agent shall permit each of the Secured Parties, or their
respective duly authorized representatives, attorneys, auditors or designees, to inspect the
Collateral or the records relating to the Collateral in the possession of or otherwise under the
control of the Collateral Agent pursuant hereto at such reasonable times during normal business
hours as any such Secured Party may reasonably request upon not less than one Business Day’s prior
written notice. The costs and expenses associated with any such inspection will be paid by the
party making such inspection.



     Section 2.06 Termination and Release of Rights.



     (a) On the Insurer Termination Date, the rights, remedies, powers, duties, authority and
obligations conferred upon Financial Security pursuant to this Agreement in respect of the
Collateral shall terminate and be of no further force and effect and all rights, remedies, powers,
duties, authority and obligations of Financial Security with respect to the Collateral shall be
automatically released; provided that any indemnity provided to or by Financial Security
herein shall survive such Insurer Termination Date. If Financial Security is acting as Controlling
Party on the Insurer Termination Date, Financial Security agrees, at the expense of the Trust, to
execute and deliver such instruments as the successor Controlling Party may reasonably request to
effectuate such release, and any such instruments so executed and delivered shall be fully binding
on Financial Security and any Person claiming by, through or under Financial Security.



     (b) On the Trustee Termination Date, the rights, remedies, powers, duties, authority and
obligations, if any, conferred upon the Trustee pursuant to this Agreement in respect of the
Collateral shall terminate and be of no further force and effect and all such rights, remedies,
powers, duties, authority and obligations of the Trustee with respect to the Collateral shall be
automatically released; provided that any indemnity provided to the Trustee herein shall
survive such Trustee Termination Date. If the Trustee is acting as Controlling Party on the
Trustee Termination Date, the Trustee agrees, at the expense of the Trust, to execute and deliver
such instruments as the Trust may reasonably request to effectuate such release, and any such
instruments so executed and delivered shall be fully binding on the Trustee.



     (c) On the Final Termination Date, the rights, remedies, powers, duties, authority and
obligations conferred upon the Collateral Agent and each Secured Party pursuant to this Agreement
shall terminate and be of no further force and effect and all rights, remedies, powers, duties,
authority and obligations of the Collateral Agent and each Secured Party with respect to the
Collateral shall be released in accordance with the provisions of Section 3.03(b). On the Final
Termination Date, the Collateral Agent agrees, and each Secured Party agrees, at the expense of the
Trust, to execute such instruments of release, in recordable form if necessary, in favor of the
Trust as the Trust may reasonably request, to deliver the Collateral, if any, in its possession to
the Trust,



20









 







and to otherwise release the lien of this Agreement and release and deliver to the Trust the
Collateral.



     Section 2.07 Non-Recourse Obligations of Trust. Notwithstanding anything herein or in
the other Transaction Documents to the contrary, the parties hereto agree that the obligations of
the Trust hereunder (without limiting the obligation to make distributions in accordance with
Section 3.03(b)) shall be recourse only to the extent of amounts released to the Trust pursuant to
priority SECOND, fifth of Section 3.03(b).



     Section 2.08 Securities Intermediary. Wells Fargo, hereby undertakes and agrees to
act as “securities intermediary” (as such term is defined in Section 8-102 (a)(14) of the Uniform
Commercial Code as in effect in the State of New York (the “New York UCC”)). In such capacity
(Wells Fargo, in such capacity being herein sometimes referred to as the “Securities Intermediary”)
and in accordance with Section 3.01 of this Agreement, the Securities Intermediary has established
the Spread Account. The Securities Intermediary represents, warrants, acknowledges and agrees
that:



     (1) It shall not change the name or account number of the Spread Account without the prior
written consent of the Collateral Agent;



     (2) All securities or other property underlying any financial assets deposited in or credited
to the Spread Account shall be registered in the name of the Securities Intermediary or the
Collateral Agent or in blank or credited to another securities account or accounts maintained in
the name of the Securities Intermediary, and in no case shall any financial asset deposited in or
credited to the Spread Account be registered in the name of Seller except to the extent the
foregoing have been specially indorsed to the Securities Intermediary in blank;



     (3) All property delivered to the Securities Intermediary pursuant to this Agreement for
deposit in or credit to the Spread Account shall be promptly credited to the Spread Account;



     (4) The Spread Account is a “securities account” as such term is defined in Section 8-501(a)
of the New York UCC, and the Securities Intermediary agrees that each item of property (whether
investment property, financial asset, security, instrument, a GIC or cash) deposited in or credited
to the Spread Account shall be treated as a “financial asset” within the meaning of Section
8-102(a)(9) of the New York UCC and that, subject to the terms of this Agreement, the Securities
Intermediary will treat the Collateral Agent as entitled to exercise the rights that comprise any
financial asset deposited in or credited to such Account; and



     (5) If at any time the Securities Intermediary shall receive any order from the Collateral
Agent directing transfer or redemption of any financial asset relating to the Spread Account, the
Securities Intermediary shall comply with such entitlement order without further consent by Seller
or any other person.



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     Without limiting the generality of Section 8.11 of this Agreement, the parties agree that both
this Agreement and the Spread Account shall be governed by the laws of the State of New York.
Regardless of any provision in any other agreement, for purposes of the New York UCC, New York
shall be deemed to be the Securities Intermediary’s jurisdiction and the Spread Account (as well as
all of the securities entitlements related thereto) shall be governed by the laws of the State of
New York.



ARTICLE III




SPREAD ACCOUNT




     Section 3.01 Establishment of Spread Account, Initial Deposits into Spread Account.



     (a) On or prior to the Closing Date, the Collateral Agent shall establish at its office or at
another depository institution or trust company an Eligible Account, designated, “Spread Account –
Series 2008-A-F – Wells Fargo, as Collateral Agent for Financial Security Assurance Inc. and Well
Fargo, as Trustee” (the “Spread Account”).



     (b) No withdrawals may be made of funds in the Spread Account except as provided in Section
3.03 of this Agreement. Except as specifically provided in this Agreement, funds in the Spread
Account shall not be commingled with any other monies. All monies deposited from time to time in
the Spread Account and all investments made with such monies shall be held by the Collateral Agent
as part of the Collateral.



     (c) The parties hereto acknowledge and agree that the initial amount deposited into the Spread
Account comprising part of the Collateral shall be in the amount of $18,404,997.33 (the “Spread
Account Initial Deposit”). The Trust and the Collateral Agent confirm that concurrently with the
execution and delivery of this Agreement such amount has been deposited by the Trust with the
Collateral Agent for deposit into the Spread Account. The Collateral Agent shall deposit all cash
distributions with respect to the Collateral into the Spread Account.



     (d) Except as specifically provided herein, the Spread Account shall be maintained by the
Collateral Agent at all times separate and apart from any other account of the Trust or the
Servicer. All income or loss on investments of funds in the Spread Account shall be reported by
AmeriCredit as taxable income or loss of AmeriCredit.



     Section 3.02 Investments.



     (a) Funds which may at any time be held in the Spread Account shall be invested and reinvested
by the Collateral Agent, at the written direction (which may include, subject to the provisions
hereof, general standing instructions) of the Servicer (unless a Servicer Termination Event shall
have occurred and be continuing, in which case at the written direction of the Controlling Party)
or its designee received by the



22









 







Collateral Agent by 1:00 P.M., New York City time, on the Business Day prior to the date on
which such investment shall be made, in one or more Spread Account Eligible Investments in the
manner specified in Section 3.02(c). If no written direction with respect to any portion of the
Spread Account is received by the Collateral Agent, the Collateral Agent shall invest such funds
overnight in investments described in paragraph (g) of Eligible Investments, provided that the
Collateral Agent shall not be liable for any loss or absence of income resulting from such
investments.



     (b) Each investment made pursuant to this Section 3.02 on any date shall mature not later than
the Business Day immediately preceding the Distribution Date next succeeding the day such
investment is made, provided that any investment of funds in the Spread Account maintained with the
Collateral Agent in any investment as to which the Collateral Agent is the obligor, if otherwise
qualified as an Eligible Investment may mature on the Distribution Date next succeeding the date of
such investment.



     (c) Subject to the other provisions hereof, the Collateral Agent shall have sole control over
each such investment and the income thereon, and any certificate or other instrument evidencing any
such investment, if any, shall be delivered directly to the Collateral Agent or its agent, together
with each document of transfer, if any, necessary to transfer title to such investment to the
Collateral Agent in a manner which complies with Section 2.04 and the requirements of the
definition of “Spread Account Eligible Investments.”



     (d) If amounts on deposit in the Spread Account are at any time invested in a Spread Account
Eligible Investment payable on demand, the Collateral Agent shall (i) consistent with any notice
required to be given thereunder, demand that payment thereon be made on the last day such Spread
Account Eligible Investment is permitted to mature under the provisions hereof and (ii) demand
payment of all amounts due thereunder promptly upon receipt of written notice from the Controlling
Party to the effect that such investment does not constitute a Spread Account Eligible Investment.



     (e) All monies on deposit in the Spread Account, together with any deposits or securities in
which such monies may be invested or reinvested, and any gains from such investments, shall
constitute Collateral hereunder subject to the Security Interest of the Secured Parties.



     (f) Subject to Section 4.03 hereof, the Collateral Agent shall not be liable by reason of any
insufficiency in the Spread Account resulting from any loss on any Spread Account Eligible
Investment included therein.



     (g) For avoidance of doubt, any amounts that are invested by the Collateral Agent in Spread
Account Eligible Investments (including any amounts invested in a GIC) shall constitute “funds” or
“amounts” “in the Spread Account,” “held in the Spread Account,” or “on deposit in the Spread
Account” and any such investments shall be considered to “mature” on or by a given day to the
extent that such invested amounts will



23









 







be available either by payment at maturity on such day or pursuant to a right to payment or
withdrawal on such day after applicable prior demand or notice is made.



     (h) The Servicer hereby directs, as standing instructions, that all amounts held in the Spread
Account be invested in one or more GICs. The Servicer shall not change or revoke these standing
instructions without the consent of Financial Security; provided that Financial Security
may not withhold consent to a change to or the revocation of these standing instructions with
respect to any GIC that is not then a Spread Account Eligible Investment; provided
further that any amount returned by a GIC provider to the Collateral Agent in accordance
with the terms of a GIC (not amounts withdrawn under the GIC, but rather amounts returned at the
initiative of the GIC provider) shall no longer be subject to these standing instructions and shall
be invested pursuant to Section 3.02(a) without regard to these standing instructions.



     Section 3.03 Distributions: Priority of Payments.



     (a) Prior to each Distribution Date, the Controlling Party will direct the Collateral Agent
with respect to the amounts to be distributed pursuant to Section 3.03(b) on such Distribution Date
and the Collateral Agent shall notify the Trustee of such determination. Additionally, on each
Determination Date on which the amount in the Spread Account is less than the Requisite Amount with
respect to such Determination Date, the Collateral Agent shall notify the Trust Collateral Agent of
the amount of such shortfall, and on the next succeeding Distribution Date, the Trust Collateral
Agent shall be required pursuant to Section 5.7(a) of the Sale and Servicing Agreement to deliver
such amount, to the extent available in accordance with the Sale and Servicing Agreement, to the
Collateral Agent for deposit into the Spread Account subject to Section 3.03(b) hereof.



     (b) On each Distribution Date, following delivery by the Trustee to the Collateral Agent of
the amounts required under the Sale and Servicing Agreement to be delivered to the Collateral Agent
for deposit in the Spread Account, and upon receipt of a Deficiency Notice, or notice with respect
to an Accelerated Payment Amount Shortfall or notice with respect to other amounts referred to in
priority SECOND being due and owing, the Collateral Agent shall make the following distributions
from the Spread Account in the following order of priority and, in each case, to the extent of the
amount specified:




     FIRST , if there exists a Deficiency Claim Amount, to the Trust Collateral
Agent for deposit in the Collection Account the amount of such Deficiency Claim Amount; and




     SECOND , to the extent that the funds in the Spread Account are in excess of
the Requisite Amount or, following the Final Termination Date, to the extent of any funds
remaining in the Spread Account:



24









 






first, if the Trust Collateral Agent has delivered an Accelerated Payment Shortfall
Notice and if there exists an Accelerated Payment Amount Shortfall, to the Trust
Collateral Agent for deposit in the Collection Account the amount of such
Accelerated Payment Amount Shortfall;




second, amounts in respect of indemnity payments to the Trustee, Lockbox Bank,
Owner Trustee, Custodian, Backup Servicer, Collateral Agent, Trust Collateral
Agent, or other service provider that have not been reimbursed by the Servicer, to
such Persons pro rata in accordance with amounts due to such Persons;




third, to the payment of any expenses payable pursuant to Section 4.5 of the Sale
and Servicing Agreement to the extent not paid by the Servicer;




fourth, pari passu and pro rata (on the basis of the Total Enhancement Shortfall)
to the spread account for each Sharing-Eligible Securitization with respect to
which there exists on such day a Total Enhancement Shortfall (based on the amount
then on deposit in the spread account for each such Sharing-Eligible Securitization
and the most recently available Servicer Report for each such Sharing-Eligible
Securitization), an amount up to the amount of such Total Enhancement Shortfall in
accordance with a Release Instruction Letter, free and clear of the Lien
established hereunder; and




fifth, to the Certificateholder free and clear of the Lien established hereunder.



     (c) On any date on which the Notes have been redeemed in full pursuant to Section 10.1 of the
Indenture and all amounts due and payable to Financial Security under the Insurance Agreement have
been paid in full, the Collateral Agent shall release all amounts remaining on deposit in the
Spread Account (following any distributions required to have been made on such date pursuant to
Section 3.03(b)) to the Certificateholder free and clear of the Lien established hereunder.



     Section 3.04 General Provisions Regarding Spread Account.



     (a) Promptly upon the establishment (initially or upon any relocation) of the Spread Account
hereunder, the Collateral Agent shall advise the Trust and each Secured Party in writing of the
name and address of the depository institution or trust company where the Spread Account has been
established (if not Wells Fargo or any successor Collateral Agent in its commercial banking
capacity), the name of the officer of the depository institution who is responsible for overseeing
the Spread Account, the account number and the individuals whose names appear on the signature
cards for the Spread Account. The Trust shall cause each such depository institution or trust
company to execute a written agreement, in form and substance satisfactory to the Controlling
Party, waiving, and the Collateral Agent by its execution of this Agreement hereby waives



25









 




(except to the extent expressly provided herein), in each case to the extent permitted under
applicable law, (i) any banker’s or other statutory or similar Lien, and (ii) any right of set-off
or other similar right under applicable law with respect to the Spread Account and agreeing, and
the Collateral Agent by its execution of this Agreement hereby agrees, to notify the Trust, the
Collateral Agent, and each Secured Party of any charge or claim against or with respect to the
Spread Account. The Collateral Agent shall give the Trust and each Secured Party at least ten
Business Days’ prior written notice of any change in the location of the Spread Account or in any
related account information. Anything herein to the contrary notwithstanding, unless otherwise
consented to by the Controlling Party in writing, the Collateral Agent shall have no right to
change the location of the Spread Account.




     (b) Upon the written request of the Controlling Party or the Trust, the Collateral Agent shall
cause, at the expense of the Trust, the depository institution at which the Spread Account is
located to forward to the requesting party copies of all monthly account statements for the Spread
Account.



     (c) If at any time the Spread Account ceases to be an Eligible Account, the Collateral Agent
shall notify the Controlling Party of such fact and shall establish within 5 Business Days of such
determination, in accordance with paragraph (a) of this Section, a successor Spread Account
thereto, which shall be an Eligible Account, at another depository institution acceptable to the
Controlling Party.



     (d) No passbook, certificate of deposit or other similar instrument evidencing the Spread
Account shall be issued, and all contracts, receipts and other papers, if any, governing or
evidencing the Spread Account shall be held by the Collateral Agent.



     Section 3.05 Reports by the Collateral Agent. The Collateral Agent shall report to
the Trustee, Financial Security, the Trust and the Servicer on a monthly basis no later than each
Distribution Date with respect to the amount on deposit in the Spread Account and the identity of
the investments included therein as of the last day of the related Monthly Period, and shall
provide accounts of deposits into and withdrawals from the Spread Account, and of the investments
made therein, to the independent accountants upon their request for purposes of their reports
pursuant to Section 4.11 of the Sale and Servicing Agreement.



ARTICLE IV




THE COLLATERAL AGENT




     Section 4.01 Appointment and Powers. Subject to the terms and conditions hereof, each
of the Secured Parties hereby appoints Wells Fargo, as Collateral Agent with respect to the
Collateral, and Wells Fargo hereby accepts such appointment and agrees to act as Collateral Agent
with respect to the Collateral for the Secured Parties, to maintain custody and possession of the
Collateral (except as otherwise provided hereunder) and to



26









 




perform the other duties of the Collateral Agent in accordance with
the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to
take such action on its behalf, and to exercise such rights, remedies, powers and privileges
hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised
by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers
and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in
compliance with the written instructions of the Controlling Party delivered pursuant to this
Agreement promptly following receipt of such written instructions; provided that the Collateral
Agent shall not act in accordance with any instructions (i) which are not authorized by, or in
violation of the provisions of, this Agreement or (ii) for which the Collateral Agent has not
received reasonable indemnity. Receipt of such instructions shall not be a condition to the
exercise by the Collateral Agent of its express duties hereunder, except where this Agreement
provides that the Collateral Agent is permitted to act only following and in accordance with such
instructions.




     Section 4.02 Performance of Duties. The Collateral Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement and the other Transaction
Documents to which the Collateral Agent is a party or as directed by the Controlling Party in
accordance with this Agreement.



     Section 4.03 Limitation on Liability. Neither the Collateral Agent nor any of its
directors, officers or employees, shall be liable for any action taken or omitted to be taken by it
or them hereunder, or in connection herewith, except that the Collateral Agent shall be liable for
its gross negligence, bad faith or willful misconduct; nor shall the Collateral Agent be
responsible for the validity, effectiveness, value, sufficiency or enforceability against the Trust
of this Agreement or any of the Collateral (or any part thereof) or perfection thereof.
Notwithstanding any term or provision of this Agreement, the Collateral Agent shall not incur any
liability to the Trust or the Secured Parties for any action taken or omitted by the Collateral
Agent in connection with the Collateral, except for gross negligence or willful misconduct on the
part of the Collateral Agent, and, further, the Collateral Agent shall not incur any liability to
the Secured Parties except for gross negligence or willful misconduct in carrying out its duties to
the Secured Parties. Subject to Section 4.04, the Collateral Agent shall be protected and shall
incur no liability to any such party in relying upon the accuracy, acting in reliance upon the
contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or
other document reasonably believed by the Collateral Agent to be genuine and to have been duly
executed by the appropriate signatory, and (absent actual knowledge to the contrary by a
Responsible Officer of the Collateral Agent) the Collateral Agent shall not be required to make any
independent investigation with respect thereto. The Collateral Agent shall at all times be free
independently to establish to its reasonable satisfaction, but shall have no duty to independently
verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement
of any right or remedy hereunder or under any of the Transaction Documents. The Collateral Agent
may consult with counsel, and shall not be liable for any action taken or omitted to be taken by it
hereunder in good faith



27









 







and in accordance with the written advice of such counsel. The Collateral Agent shall not be
under any obligation to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder, or to exercise any of the remedial rights or powers
vested in it by this Agreement or to follow any direction from the Controlling Party unless it
shall have received reasonable security or indemnity satisfactory to the Collateral Agent against
the costs, expenses and liabilities which might be incurred by it in connection therewith.



     Section 4.04 Reliance upon Documents. In the absence of bad faith or negligence on
its part, the Collateral Agent shall be entitled to rely on any communication, instrument, paper or
other document reasonably believed by it to be genuine and correct and to have been signed or sent
by the proper Person or Persons and shall have no liability in acting, or omitting to act, where
such action or omission to act is in reasonable reliance upon any statement or opinion contained in
any such document or instrument.



     Section 4.05 Successor Collateral Agent.



     (a) Merger. Any Person into which the Collateral Agent may be converted or merged, or
with which it may be consolidated, or to which it may sell or transfer its trust business and
assets as a whole or substantially as a whole, or any Person resulting from any such conversion,
merger, consolidation, sale or transfer to which the Collateral Agent is a party, shall (provided
it is otherwise qualified to serve as the Collateral Agent hereunder) be and become a successor
Collateral Agent hereunder and be vested with all of the title to and interest in the Collateral
and all of the trusts, powers, discretions, immunities, privileges and other matters as was its
predecessor without the execution or filing of any instrument or any further act, deed or
conveyance on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, except to the extent, if any, that any such action is necessary to perfect, or
continue the perfection of, the security interest of the Secured Parties in the Collateral.



     (b) Resignation. The Collateral Agent and any successor Collateral Agent may resign
only (i) 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 Collateral Agent, and the Controlling
Party does not elect to waive the Collateral Agent’s obligation to perform those duties which
render it legally unable to act or elect to delegate those duties to another Person, or (ii) with
the prior written consent of the Controlling Party, such consent not to be unreasonably withheld.
The Collateral Agent shall give not less than 60 days’ prior written notice of any such permitted
resignation by registered or certified mail to the other Secured Party and the Trust;
provided, that such resignation shall take effect only upon the date which is the latest of
(i) the effective date of the appointment of a successor Collateral Agent and the acceptance in
writing by such successor Collateral Agent of such appointment and of its obligation to perform its
duties hereunder in accordance with the provisions hereof, (ii) delivery of the Collateral to such
successor to be held in accordance with the procedures specified in Article II hereof, and



28









 




(iii) receipt by the Controlling Party of an Opinion of Counsel to the effect described in
Section 5.02. Notwithstanding the preceding sentence, if by the contemplated date of resignation
specified in the written notice of resignation delivered as described above no successor Collateral
Agent or temporary successor Collateral Agent has been appointed Collateral Agent and accepted such
appointment or becomes the Collateral Agent pursuant to subsection (d) hereof, the resigning
Collateral Agent may petition a court of competent jurisdiction in New York, New York for the
appointment of a successor.




     (c) Removal. The Collateral Agent may be removed by the Controlling Party at any
time, with or without cause, by an instrument or concurrent instruments in writing delivered to the
Collateral Agent, the other Secured Party and the Issuer. A temporary successor may be removed at
any time to allow a successor Collateral Agent to be appointed pursuant to subsection (d) below.
Any removal pursuant to the provisions of this subsection (c) shall take effect only upon the date
which is the latest of (i) the effective date of the appointment of a successor Collateral Agent
and the acceptance in writing by the successor Collateral Agent of such appointment and of its
obligation to perform its duties hereunder in accordance with the provisions hereof, (ii) delivery
of the Collateral to such successor to be held in accordance with the procedures specified in
Article II hereof and (iii) receipt by the Controlling Party of an Opinion of Counsel to the effect
described in Section 5.02.



     (d) Acceptance by Successor. The Controlling Party shall have the sole right to
appoint each successor Collateral Agent. Every temporary or permanent successor Collateral Agent
appointed hereunder shall execute, acknowledge and deliver to its predecessor and to each Secured
Party and the Trust an instrument in writing accepting such appointment hereunder and the relevant
predecessor shall execute, acknowledge and deliver such other documents and instruments as will
effectuate the delivery of all Collateral to the successor Collateral Agent to be held in
accordance with the procedures specified in Article II hereof, whereupon such successor, without
any further act, deed or conveyance, shall become fully vested with all the estates, properties,
rights, powers, duties and obligations of its predecessor. Such predecessor shall, nevertheless,
on the written request of either Secured Party or the Trust, execute and deliver an instrument
transferring to such successor all the estates, properties, rights and powers of such predecessor
hereunder. In the event that any instrument in writing from the Trust or a Secured Party is
reasonably required by a successor Collateral Agent to more fully and certainly vest in such
successor the estates, properties, rights, powers, duties and obligations vested or intended to be
vested hereunder in such Collateral Agent, any and all such written instruments shall, at the
request of the temporary or permanent successor Collateral Agent, be forthwith executed,
acknowledged and delivered by the Issuer. The designation of any successor Collateral Agent and
the instrument or instruments removing any Collateral Agent and appointing a successor hereunder,
together with all other instruments provided for herein, shall be maintained with the records
relating to the Collateral and, to the extent required by applicable law, filed or recorded by the
successor Collateral Agent in each place where such filing or recording is necessary to effect the



29









 







transfer of the Collateral to the successor Collateral Agent or to protect or continue the
perfection of the security interests granted hereunder.



     Section 4.06 Indemnification. The Trust shall indemnify the Collateral Agent, its
directors, officers, employees and agents for, and hold the Collateral Agent, its directors,
officers, employees and agents harmless against, any loss, liability or expense (including the
costs and expenses of defending against any claim of liability) arising out of or in connection
with the Collateral Agent’s acting as Collateral Agent hereunder, except such loss, liability or
expense as shall result from the gross negligence, bad faith or willful misconduct of the
Collateral Agent or its officers, employees, directors or agents. The obligation of the Trust
under this Section shall survive the termination of this Agreement and the resignation or removal
of any Collateral Agent. The Collateral Agent covenants and agrees that the obligations of the
Trust hereunder and under Section 4.07 shall be limited to the amounts distributed pursuant to
Section 5.7(a)(iii) of the Sale and Servicing Agreement and Section 3.03(b) of this Agreement, and
further covenants not to take any action to enforce its rights to indemnification hereunder with
respect to the Trust and to payment under Section 4.07, or otherwise to assert any Lien or take any
other action in respect of the Collateral, until the Final Termination Date.



     Section 4.07 Compensation and Reimbursement. The Trust agrees for the benefit of the
Secured Parties and as part of the Secured Obligations (a) to pay to the Collateral Agent, from
time to time, reasonable compensation for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a collateral
trustee); and (b) to reimburse the Collateral Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Collateral Agent in accordance with any
provision of, or carrying out its duties and obligations under, this Agreement (including the
reasonable compensation and fees and the expenses and disbursements of its agents, any independent
certified public accountants and independent counsel), except any expense, disbursement or advances
as may be attributable to gross negligence, bad faith or willful misconduct on the part of the
Collateral Agent.



     Section 4.08 Representations and Warranties of Wells Fargo. Wells Fargo represents
and warrants to the Trust and to each Secured Party as follows:



     (a) Due Organization. Wells Fargo is a national banking association, duly organized,
validly existing and in good standing under the laws of the United States and is duly authorized
and licensed under applicable law to conduct its business as presently conducted.



     (b) Corporate Power. Wells Fargo has all requisite right, power and authority to
execute and deliver this Agreement and to perform all of its duties as Collateral Agent hereunder.



     (c) Due Authorization. The execution and delivery by Wells Fargo of this Agreement
and the other Transaction Documents to which it is a party, and the



30









 







performance by Wells Fargo of its duties hereunder and thereunder, have been duly authorized
by all necessary corporate proceedings and no further approvals or filings, including any
governmental approvals, are required for the valid execution and delivery by Wells Fargo, or the
performance by Wells Fargo, of this Agreement and such other Transaction Documents.



     (d) Valid and Binding Agreement. Wells Fargo has duly executed and delivered this
Agreement and each other Transaction Document to which it is a party, and each of this Agreement
and each such other Transaction Document constitutes the legal, valid and binding obligation of
Wells Fargo, enforceable against Wells Fargo, in accordance with its terms, except as (i) such
enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws relating
to or affecting the enforcement of creditors’ rights generally and (ii) the availability of
equitable remedies may be limited by equitable principles of general applicability.



     Section 4.09 Waiver of Setoffs. The Collateral Agent hereby expressly waives any and
all rights of setoff that the Collateral Agent may otherwise at any time have under applicable law
with respect to the Spread Account and agrees that amounts in the Spread Account shall at all times
be held and applied solely in accordance with the provisions hereof.



     Section 4.10 Control by the Controlling Party. The Collateral Agent shall comply with
notices and instructions given by the Trust only if accompanied by the written consent of the
Controlling Party, except that if any Default shall have occurred and be continuing, the Collateral
Agent shall act upon and comply with notices and instructions given by the Controlling Party alone
in the place and stead of the Trust.



ARTICLE V




COVENANTS OF THE TRUST




     Section 5.01 Preservation of Collateral. Subject to the rights, powers and
authorities granted to the Collateral Agent and the Controlling Party in this Agreement, the Trust
shall take such action as is necessary and proper with respect to the Collateral in order to
preserve and maintain the Collateral and to cause (subject to the rights of the Secured Parties)
the Collateral Agent to perform its obligations with respect to the Collateral as provided herein.
The Trust will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged
and delivered, such instruments of transfer or take such other steps or actions as may be
necessary, or required by the Controlling Party, to perfect the Security Interests granted
hereunder in the Collateral, to ensure that such Security Interests rank prior to all other Liens
and to preserve the priority of such Security Interests and the validity and enforceability
thereof. Upon any delivery or substitution of Collateral, the Trust shall be obligated to execute
such documents and perform such actions as are necessary to create in the Collateral Agent for the
benefit of the Secured Parties a valid first Lien on, and valid and perfected, first priority
security



31









 




interest in, the Collateral so delivered and to deliver the Collateral to the Collateral
Agent, free and clear of any other Lien together with satisfactory assurances thereof, and to pay
any reasonable costs incurred by any of the Secured Parties or the Collateral Agent (including its
respective agents) or otherwise in connection with such delivery.




     Section 5.02 Opinions as to Collateral. Not more than 90 days nor less than 30 days
prior to (i) each May 1, during the term of this Agreement, beginning in 2009 and (ii) each date on
which the Trust proposes to take any action contemplated by Section 5.06, the Trust shall, at its
own cost and expense, furnish to each Secured Party, the Collateral Agent and each Rating Agency an
Opinion of Counsel either (a) stating that, in the opinion of such counsel, such action has been
taken with respect to the execution and filing of any financing statements and continuation
statements and other actions as are necessary to perfect, maintain and protect the lien and
security interest of the Collateral Agent (and the priority thereof), on behalf of the Secured
Parties, with respect to the Collateral against all creditors of and purchasers from the Trust and
reciting the details of such action, or (b) stating that, in the opinion of such counsel, no such
action is necessary to maintain such perfected lien and security interest. Such Opinion of Counsel
shall further describe each execution and filing of any financing statements and continuation
statements and such other actions as will, in the opinion of such counsel, be required to perfect,
maintain and protect the lien and security interest of the Collateral Agent, on behalf of the
Secured Parties, with respect to the Collateral against all creditors of and purchasers from the
Trust for a period, specified in such Opinion, continuing until a date not earlier than eighteen
months from the date of such Opinion.



     Section 5.03 Notices. In the event that the Trust acquires knowledge of the
occurrence and continuance of any Insurance Agreement Event of Default or Event of Default or of
any event of default or like event, howsoever described or called, under any of the Transaction
Documents, the Trust shall immediately give written notice thereof to the Collateral Agent and each
Secured Party.



     Section 5.04 Waiver of Stay or Extension Laws; Marshaling of Assets. The Trust
covenants, to the fullest extent permitted by applicable law, that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
appraisement, valuation, stay, extension or redemption law wherever enacted, now or at any time
hereafter in force, in order to prevent or hinder the enforcement of this Agreement or any
absolute sale of the Collateral or any part thereof, or the possession thereof by any purchaser at
any sale under Article VII of this Agreement; and the Trust, to the fullest extent permitted by
applicable law, for itself and all who may claim under it, hereby waives the benefit of all such
laws, and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Collateral Agent, but will suffer and permit the execution of every such power as
though no such law had been enacted. The Trust, for itself and all who may claim under it, waives,
to the fullest extent permitted by applicable law, all right to have the Collateral marshaled upon
any foreclosure or other disposition thereof.



32









 





     Section 5.05 Noninterference, etc. The Trust shall not (i) waive or alter any of its
rights under the Collateral (or any agreement or instrument relating thereto) without the prior
written consent of the Controlling Party; or (ii) fail to pay any tax, assessment, charge or fee
levied or assessed against the Collateral, or to defend any action, if such failure to pay or
defend may adversely affect the priority or enforceability of the Trust’s right, title or interest
in and to the Collateral or the Collateral Agent’s lien on, and security interest in, the
Collateral for the benefit of the Secured Parties; or (iii) take any action, or fail to take any
action, if such action or failure to take action, will interfere with the enforcement of any rights
under the Transaction Documents.



     Section 5.06 Trust Changes.



     (a) Change in Name, Structure, etc. The Trust shall not change its name, identity or
structure unless it shall have given each Secured Party and the Collateral Agent at least 30 days’
prior written notice thereof, shall have effected any necessary or appropriate assignments or
amendments thereto and filings of financing statements or amendments thereto, and shall have
delivered to the Collateral Agent and each Secured Party an Opinion of Counsel of the type
described in Section 5.02.



     (b) Relocation of the Trust. The Trust shall not change its principal office unless
it gives each Secured Party and the Collateral Agent at least 30 days’ prior written notice of any
relocation of its principal office. If the Trust relocates its principal office or principal place
of business from Delaware, the Trust shall give prior notice thereof to the Controlling Party and
the Collateral Agent and shall effect whatever appropriate recordations and filings are necessary
and shall provide to the Controlling Party and the Collateral Agent an Opinion of Counsel, to the
effect that, upon the recording of any necessary assignments or amendments to previously-recorded
assignments and filing of any necessary amendments to the previously filed financing or
continuation statements or upon the filing of one or more specified new financing statements, and
the taking of such other actions as may be specified in such opinion, the security interests in the
Collateral shall remain, after such relocation, valid and perfected.



ARTICLE VI




CONTROLLING PARTY; INTERCREDITOR PROVISIONS




     Section 6.01 Appointment of Controlling Party. From and after the Closing Date until
the Insurer Termination Date, Financial Security shall be the Controlling Party and shall be
entitled to exercise all the rights given the Controlling Party hereunder. From and after the
Insurer Termination Date, the Trustee shall be the Controlling Party hereunder until the Trustee
Termination Date. Notwithstanding the foregoing, in the event that a Financial Security Default
shall have occurred and be continuing, the Trustee shall be the Controlling Party until the
applicable Trustee Termination Date. If prior to an Insurer Termination Date the Trustee shall
have become the Controlling Party as a result of the occurrence of a Financial Security Default and
either such Financial Security



33









 




Default is cured or for any other reason ceases to exist or the
Trustee Termination Date occurs, then upon such cure or other cessation or on such Trustee
Termination Date, as the case may be, Financial Security shall, upon notice thereof being duly
given to the Collateral Agent, again be the Controlling Party.




     Section 6.02 Controlling Party’s Authority.



     (a) The Trust hereby irrevocably appoints the Controlling Party, and any successor to the
Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power
of substitution, in the name of the Trust, the Secured Parties or otherwise, but at the expense of
the Trust, to the extent permitted by law to exercise, at any time and from time to time while any
Insurance Agreement Event of Default has occurred and is continuing, any or all of the following
powers with respect to the Collateral: (i) to demand, sue for, collect, receive and give
acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle,
compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to
sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and
effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time
of payment of any or all thereof and to make any allowance or other adjustments with respect
thereto.



     (b) Each Secured Party hereby irrevocably and unconditionally constitutes and appoints the
Controlling Party, and any successor to such Controlling Party appointed pursuant to Section 6.01
from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as
such Secured Party is the Non-Controlling Party, with full power of substitution, to execute,
acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do
in the name of the Controlling Party as well as in the name, place and stead of such Secured Party
such acts, things and deeds for and on behalf of and in the name of such Secured Party under this
Agreement which such Secured Party could or might do or which may be necessary, desirable or
convenient in such Controlling Party’s sole discretion to effect the purposes contemplated
hereunder and, without limitation, exercise full right, power and authority to take, or defer from
taking, any and all acts with respect to the administration of the Collateral, and the enforcement
of the rights of the Secured Parties hereunder, on behalf of and for the benefit of such
Controlling Party and such Non-Controlling Party, as their interests may appear.



     Section 6.03 Rights of Secured Parties. The Non-Controlling Party at any time
expressly agrees that it shall not assert any rights that it may otherwise have, as a Secured Party
with respect to the Collateral, to direct the maintenance, sale or other disposition of the
Collateral or any portion thereof, notwithstanding the occurrence and continuance of any Default or
any nonperformance by the Trust of any obligation owed to such Secured Party hereunder or under any
other Transaction Document, and each party hereto agrees that the Controlling Party shall be the
only Person entitled to assert and exercise such rights.



34









 





     Section 6.04 Degree of Care.



     (a) Controlling Party. Notwithstanding any term or provision of this Agreement, the
Controlling Party shall incur no liability to the Trust for any action taken or omitted by the
Controlling Party in connection with the Collateral, except for any gross negligence, bad faith or
willful misconduct on the part of the Controlling Party and, further, shall incur no liability to
the Non-Controlling Party except for a breach of the terms of this Agreement or for gross
negligence, bad faith or willful misconduct in carrying out its duties, if any, to the
Non-Controlling Party. The Controlling Party shall be protected and shall incur no liability to
any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the
genuineness of any notice, demand, certificate, signature, instrument or other document believed by
the Controlling Party to be genuine and to have been duly executed by the appropriate signatory,
and (absent manifest error or actual knowledge to the contrary) the Controlling Party shall not be
required to make any independent investigation with respect thereto. The Controlling Party shall,
at all times, be free independently to establish to its reasonable satisfaction the existence or
nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a
condition to the exercise or enforcement of any right or remedy under this Agreement or any of the
Transaction Documents.



     (b) The Non-Controlling Party. The Non-Controlling Party shall not be liable to the
Trust for any action or failure to act by the Controlling Party or the Collateral Agent in
exercising, or failing to exercise, any rights or remedies hereunder.



ARTICLE VII




REMEDIES UPON DEFAULT




     Section 7.01 Remedies upon a Default. If a Default has occurred and is continuing,
the Collateral Agent shall, at the direction of the Controlling Party, take whatever action at law
or in equity as may appear necessary or desirable in the judgment of the Controlling Party to
collect and satisfy all Secured Obligations (including, but not limited to, foreclosure upon the
related Collateral and all other rights available to secured parties under applicable law) or to
enforce performance and observance of any obligation, agreement or covenant under any of the
Transaction Documents.



     Section 7.02 Waiver of Default. The Controlling Party shall have the sole right, to
be exercised in its complete discretion, to waive any Default by a writing setting forth the terms,
conditions and extent of such waiver signed by the Controlling Party and delivered to the
Collateral Agent, the other Secured Party and the Issuer. Any such waiver shall be binding upon
the Non-Controlling Party and the Collateral Agent. Unless such writing expressly provides to the
contrary, any waiver so granted shall extend only to the specific event or occurrence which gave
rise to the Default so waived and not to any other similar event or occurrence which occurs
subsequent to the date of such waiver.



35









 





     Section 7.03 Restoration of Rights and Remedies. If the Collateral Agent has
instituted any proceeding to enforce any right or remedy under this Agreement, and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the
Collateral Agent, then and in every such case the Trust, the Collateral Agent and each of the
Secured Parties 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
Secured Parties shall continue as though no such proceeding had been instituted.



     Section 7.04 No Remedy Exclusive. No right or remedy herein conferred upon or
reserved to the Collateral Agent, the Controlling Party or any of the Secured Parties is intended
to be exclusive of any other right or remedy, and every right or 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, in equity or otherwise (but, in each case, shall be subject to
the provisions of this Agreement limiting such remedies), and each and every right, power and
remedy whether specifically herein given or otherwise existing may be exercised from time to time
and as often and in such order as may be deemed expedient by the Controlling Party, and the
exercise of or the beginning of the exercise of any right or power or remedy shall not be construed
to be a waiver of the right to exercise at the same time or thereafter any other right, power or
remedy.



ARTICLE VIII




MISCELLANEOUS




     Section 8.01 Further Assurances. Each party hereto shall take such action and deliver
such instruments to any other party hereto, in addition to the actions and instruments specifically
provided for herein, as may be reasonably requested or required to effectuate the purpose or
provisions of this Agreement or to confirm or perfect any transaction described or contemplated
herein.



     Section 8.02 Waiver. Any waiver by any party of any provision of this Agreement or
any right, remedy or option hereunder shall only prevent and estop such party from thereafter
enforcing such provision, right, remedy or option if such waiver is given in writing and only as to
the specific instance and for the specific purpose for which such waiver was given. The failure or
refusal of any party hereto to insist in any one or more instances, or in a course of dealing, upon
the strict performance of any of the terms or provisions of this Agreement by any party hereto or
the partial exercise of any right, remedy or option hereunder shall not be construed as a waiver or
relinquishment of any such term or provision, but the same shall continue in full force and effect.



     Section 8.03 Amendments; Waivers. No amendment, modification, waiver or supplement to
this Agreement or any provision of this Agreement shall in any event be effective unless the same
shall have been made or consented to in writing by
each of the parties hereto and each Rating Agency shall have received prior written notice
with



36









 







respect to such amendment, modification, waiver or supplement; notwithstanding the foregoing,
for so long as Financial Security shall be the Controlling Party, amendments, modifications,
waivers or supplements hereto, the Collateral or the Spread Account or any requirement hereunder to
deposit or retain any amounts in such Spread Account or to distribute any amounts therein as
provided in Section 3.03 shall be effective if made or consented to in writing by Financial
Security, the Trust and the Collateral Agent (the consent of which shall not be withheld or delayed
with respect to any amendment that does not adversely affect the Collateral Agent), but shall in no
circumstances require the consent of the Trustee or the Noteholders.



     Section 8.04 Severability. In the event that any provision of this Agreement or the
application thereof to any party hereto or to any circumstance or in any jurisdiction governing
this Agreement shall, to any extent, be invalid or unenforceable under any applicable statute,
regulation or rule of law, then such provision shall be deemed inoperative to the extent that it is
invalid or unenforceable and the remainder of this Agreement, and the application of any such
invalid or unenforceable provision to the parties, jurisdictions or circumstances other than to
whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall the
same affect the validity or enforceability of any other provision of this Agreement. The parties
hereto further agree that the holding by any court of competent jurisdiction that any remedy
pursued by the Collateral Agent, or any of the Secured Parties, hereunder is unavailable or
unenforceable shall not affect in any way the ability of the Collateral Agent or any of the Secured
Parties to pursue any other remedy available to it or them (subject, however, to the provisions of
this Agreement limiting such remedies).



     Section 8.05 Nonpetition Covenant. Notwithstanding any prior termination of this
Agreement, each of the parties hereto agrees that it shall not, prior to one year and one day after
the payment in full of all the Notes and all Insurer Secured Obligations, acquiesce, petition or
otherwise invoke or cause the Trust to invoke the process of the United States of America, any
State or other political subdivision thereof or any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government for the purpose of
commencing or sustaining a case by or against the Trust under a Federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust or all or any part of its property or assets or
ordering the winding up or liquidation of the affairs of the Trust. The parties agree that damages
will be an inadequate remedy for breach of this covenant and that this covenant may be specifically
enforced.



     Section 8.06 Notices. All notices, demands, certificates, requests and communications
hereunder (“notices”) shall be in writing and shall be effective (a) upon receipt when sent through
the U.S. mails, registered or certified mail, return receipt requested, postage prepaid, with such
receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business
Day after delivery to an overnight courier, or (c) on the date personally delivered to an
Authorized Officer of the party to which sent, or



37









 




(d) on the date transmitted by legible telecopier transmission with a confirmation of receipt,
in all cases addressed to the recipient as follows:




	 	 	 	 	 
	 

	 	(i)
	 	If to the Trust:
	 
	 	 	 	 
	 

	 	 	 	AmeriCredit Automobile Receivables Trust 2008-A-F
	 

	 	 	 	c/o Wilmington Trust Company
	 

	 	 	 	1100 North Market Street
	 

	 	 	 	Wilmington, Delaware 19890-0001
	 

	 	 	 	Attention: Corporate Trust Administration, as owner trustee
	 
	 	 	 	 
	 

	 	(ii)
	 	If to Financial Security:
	 
	 	 	 	 
	 

	 	 	 	Financial Security Assurance Inc.
	 

	 	 	 	31 West 52nd Street
	 

	 	 	 	New York, New York 10019
	 

	 	 	 	Attention: Senior Vice President, Surveillance
	 

	 	 	 	Re: Policy Number 51899-N
	 

	 	 	 	AmeriCredit Automobile Receivables Trust 2008-A-F

	 
	 	 	 	 
	 

	 	 	 	Telecopier No.: (212) 339-3518
	 

	 	 	 	 (212) 339-3529

	 

	 	 	 	Confirmation:    (212) 826-0100
	 
	 	 	 	 
	 	 	(in each case in which notice or other communication to Financial Security refers
to a Default or a claim on a Policy or in which failure on the part of Financial
Security to respond shall be deemed to constitute consent or acceptance, then with
a copy to the attention of the Senior Vice President Surveillance)
	 
	 	 	 	 
	 

	 	(iii)
	 	If to Wells Fargo as Trustee or Collateral Agent:
	 
	 	 	 	 
	 

	 	 	 	Wells Fargo Bank, National Association
	 

	 	 	 	MAC N9311-161
	 

	 	 	 	Sixth and Marquette Avenue
	 

	 	 	 	Minneapolis, Minnesota 55479
	 

	 	 	 	Attention: Corporate Trust Services -
	 

	 	 	 	Asset Backed Administration

	 

	 	 	 	Telecopy No.: (612) 667-3464
	 

	 	 	 	Confirmation: (612) 667-8058
	 
	 	 	 	 
	 

	 	(iv)
	 	If to Moody’s:
	 
	 	 	 	 
	 

	 	 	 	Moody’s Investors Service, Inc.
	 

	 	 	 	7 World Trade Center at 250 Greenwich Street, Asset Finance






38









 






	 	 	 	 	 
	 

	 	 	 	Group, 24th Floor
	 

	 	 	 	New York, New York 10007
	 

	 	 	 	Attention: ABS Monitoring Department
	 
	 	 	 	 
	 

	 	 	 	Telecopier No.: (212) 553-0344
	 
	 	 	 	 
	 

	 	(v)
	 	If to Standard & Poor’s:
	 
	 	 	 	 
	 

	 	 	 	Standard & Poor’s Rating Group
	 

	 	 	 	55 Water Street
	 

	 	 	 	New York, New York 10041
	 
	 	 	 	 
	 

	 	 	 	Telecopier No.: (212) 483-2664
	 
	 	 	 	 
	 

	 	(vi)
	 	If to Fitch:
	 
	 	 	 	 
	 

	 	 	 	One State Street Plaza
	 

	 	 	 	New York, New York 10004





A copy of each notice given hereunder to any party hereto shall also be given to (without
duplication) Financial Security, the Trustee, the Trust and the Collateral Agent. Each party
hereto may, by notice given in accordance herewith to each of the other parties hereto, designate
any further or different address to which subsequent notices shall be sent.




     Section 8.07 Term of this Agreement. This Agreement shall continue in effect until
the Final Termination Date. On such Final Termination Date, this Agreement shall terminate, all
obligations of the parties hereunder shall cease and terminate and the Collateral, if any, held
hereunder and not to be used or applied in discharge of any obligations of the Trust in respect of
the Secured Obligations or otherwise under this Agreement, shall be released to and in favor of
Trust, provided that the provisions of Sections 4.06, 4.07 and 8.05 shall survive any
termination of this Agreement and the release of any Collateral upon such termination.



     Section 8.08 Assignments:  Third-Party Rights; Reinsurance.



     (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be
binding upon the parties and their respective successors and assigns, and (ii) inure to the benefit
of and be enforceable by each Secured Party and the Collateral Agent, and by their respective
successors, transferees and assigns. The Trust may not assign this Agreement, or delegate any of
its duties hereunder, without the prior written consent of the Controlling Party.



     (b) Financial Security shall have the right (unless a Financial Security Default shall have
occurred and be continuing) to give participations in its rights under this Agreement and to enter
into contracts of reinsurance with respect to the Notes Policy and each such participant or
reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation
of each party (other than Financial Security) hereunder



39









 







as if such participant or reinsurer was a party hereto and, subject only to such agreement
regarding such reinsurance or participation, shall have the right to enforce the obligations of
each such other party directly hereunder; provided, however, that no such
reinsurance or participation agreement or arrangement shall relieve Financial Security of its
obligations hereunder, under the Transaction Documents to which it is a party or under such Policy.
In addition, nothing contained herein shall restrict Financial Security from assigning to any
Person pursuant to any liquidity facility or credit facility any rights of Financial Security under
this Agreement or with respect to any real or personal property or other interests pledged to
Financial Security, or in which Financial Security has a security interest, in connection with the
transactions contemplated hereby. The terms of any such assignment or participation shall contain
an express acknowledgment by such Person of the condition of this Section and the limitations of
the rights of Financial Security hereunder.



     Section 8.09 Consent of Controlling Party. In the event that the Controlling Party’s
consent is required under the terms hereof or under the terms of any Transaction Document, it is
understood and agreed that, except as otherwise provided expressly herein, the determination
whether to grant or withhold such consent shall be made solely by the Controlling Party in its sole
discretion.



     Section 8.10 Trial by Jury Waived. Each of the parties hereto waives, to the fullest
extent permitted by law, any right it may 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 8.11 Governing Law. This Agreement shall be construed in accordance with, and
this Agreement and all matters arising out of or relating in any way to this Agreement shall be
governed by the law of the State of New York.



     Section 8.12 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 State 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



40









 







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
is 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 Trust hereby irrevocably appoints and
designates The Prentice-Hall Corporation System, Inc., as its true and lawful attorney and duly
authorized agent for acceptance of service of legal process. The Trust agrees that service of such
process upon such Person shall constitute personal service of such process upon it. Nothing
contained in this Agreement shall limit or affect the rights of any party hereto to serve process
in any other manner permitted by law or to start legal proceedings relating to any of the
Transaction Documents against the Trust or its property in the courts of any jurisdiction.



     Section 8.13 Determination of Adverse Effect. Any determination of an adverse effect
on the interest of the Secured Parties or the Noteholders shall be made without consideration of
the availability of funds under the Notes Policy.



     Section 8.14 Counterparts. This Agreement may be executed in two or more counterparts
by the parties hereto, and each such counterpart shall be considered an original and all such
counterparts shall constitute one and the same instrument.



     Section 8.15 Headings. The headings of sections and paragraphs and the Table of
Contents contained in this Agreement are provided for convenience only. They form no part of this
Agreement and shall not affect its construction or interpretation.



     Section 8.16 No Recourse. It is expressly understood and agreed by the parties hereto
that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or
personally but solely as trustee of the Trust, in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, undertakings and agreements herein
made on the part of the Trust is made and intended not as personal representations, undertakings
and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only
the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the parties hereto and by
any Person claiming by, through or under the parties hereto and (d) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of
the Trust or be liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Trust under this Agreement or any other related documents.



41









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as amended and restated,
as of the date set forth on the first page hereof.



	 	 	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2008-A-F	 	 
	 
	 	 	 	 	 	 
	 	 	By: WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee on behalf of the
Trust	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erik E. Overcash	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Erik E. Overcash	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	FINANCIAL SECURITY ASSURANCE INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ravi Gandhi	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ravi Gandhi	 	 
	 

	 	 	 	Title: Authorized Officer	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marianna C. Stershic	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Marianna C. Stershic	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 
	 	 	as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marianna C. Stershic	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Marianna C. Stershic	 	 
	 

	 	 	 	Title: Vice President	 	 






42









 






SECTION 3.02(h) ACKNOWLEDGED AND AGREED TO:




AMERICREDIT FINANCIAL SERVICES, INC.




	 	 	 	 	 
	By:

	 	/s/ Susan B. Sheffield
 

Name: Susan B. Sheffield
	 	 
	 

	 	Title: Senior Vice President, Structured Finance	 	 






 









 






EXHIBIT A




LETTER OF INSTRUCTION REGARDING SPREAD ACCOUNT MONIES




Financial Security Assurance Inc.

31 West 52nd Street

New York, New York 10019




Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

MAC N9311-161,

Minneapolis, Minnesota 55479

Attention: Corporate Trust Office




     All capitalized terms used but not otherwise defined herein shall have the meanings assigned
thereto in the Spread Account Agreement, dated as of May 21, 2008 (the “Spread Account Agreement”),
by and among AmeriCredit Automobile Receivables Trust 2008-A-F (“Trust”), Financial Security
Assurance Inc. (“FSA”) and Wells Fargo Bank, National Association (“Wells Fargo”).



     AmeriCredit Financial Services, Inc. is the servicer (the “Servicer”), under the Series
2008-A-F Sale and Servicing Agreement. The Servicer has determined that (i) the aggregate amount
of all Total Enhancement Shortfalls is $[      ], (ii) the amount that will be on deposit
in the Series 2008-A-F Spread Account following all withdrawals required to be made from the Series
2008-A-F Spread Account pursuant to priorities FIRST and SECOND, clause first through third of
Section 3.03(b) of the Spread Account Agreement on [                            ], 200[_]
(the “Distribution Date”) exceeds the Requisite Amount by $[       ] and (iii) the amounts to be
released to certain other Sharing-Eligible Securitizations (each, a “Release Amount”) are set forth
in the table below. The Servicer requests that, FSA, as Controlling Party, hereby direct the
Collateral Agent to release the Release Amounts from the Series 2008-A-F Spread Account on the
Distribution Date pursuant to clause fourth of priority SECOND of Section 3.03(b) of the Spread
Account Agreement and that the Collateral Agent release the Release Amounts to the spread account
for each of the following Sharing-Eligible Securitizations with respect to which there exists on
such day a Total Enhancement Shortfall (based on the amount then on deposit in the spread account
for each such Sharing-Eligible Securitization and the most recently available Servicer Report for
each such Sharing-Eligible Securitization), an amount up to the amount of such Total Enhancement
Shortfall as follows:



	 	 	 	 	 
	Securitization	 	Release Amount	 	Wiring Instructions
	 
	 	 	 	 





 









 






     [The amount to be released to the AmeriCredit Automobile Receivables Trust 2008-A-F
Certificateholder is $[                                   ]].



[Remainder of page intentionally left blank]




 









 








          This letter shall be governed by and construed in accordance with the laws of the State of New
York without regard to its choice of law rules. This letter may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken together shall
constitute but one letter.




	 	 	 	 	 
	 	AMERICREDIT FINANCIAL SERVICES, INC.,

as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:	 	 
	 
	 	 	 	 
	FINANCIAL SECURITY ASSURANCE INC.,	 	 
	as Controlling Party	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 	 
	as Trustee, Trust Collateral Agent and Collateral Agent	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title: