Spread Account Supplement



 Exhibit 10.4 
  
 EXECUTION COPY 
  

  
 SPREAD ACCOUNT AGREEMENT 

 
 among 
  
 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-A-X, 
 as Issuer, 
  
 XL CAPITAL ASSURANCE INC., 
 as Insurer, 
  
 and 
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Trustee, as Trust Collateral Agent and as
Collateral Agent 
  
 Dated as of January 27, 2005 
  








 TABLE OF CONTENTS 
  


					
	 	    	 	  	Page


	 	    	ARTICLE I	  	 
			
	 	    	DEFINITIONS	  	 
			
	Section 1.01.	    	Definitions	  	1
	Section 1.02.	    	Other Definitional Provisions.	  	9
	 	    	ARTICLE II	  	 
			
	 	    	THE SPREAD ACCOUNT AGREEMENT COLLATERAL	  	 
			
	Section 2.01.	    	Grant of Security Interest by the Issuer	  	9
	Section 2.02.	    	Priority	  	10
	Section 2.03.	    	Issuer Remains Liable	  	10
	Section 2.04.	    	Delivery and Maintenance of Spread Account Agreement Collateral.	  	10
	Section 2.05.	    	Termination and Release of Rights.	  	12
	Section 2.06.	    	Non-Recourse Obligations of Issuer	  	13
	 	    	ARTICLE III	  	 
			
	 	    	SPREAD ACCOUNT	  	 
			
	Section 3.01.	    	Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account.	  	13
	Section 3.02.	    	Investments.	  	14
	Section 3.03.	    	Payments; Priority of Payments.	  	15
	Section 3.04.	    	General Provisions Regarding Spread Account.	  	18
	Section 3.05.	    	Reports by the Collateral Agent	  	19
	Section 3.06.	    	Cash Collateralized Receivables.	  	19
	Section 3.07.	    	Cross-collateralization Provisions.	  	20
	 	    	ARTICLE IV	  	 
			
	 	    	THE COLLATERAL AGENT	  	 
			
	Section 4.01.	    	Appointment and Powers	  	21
	Section 4.02.	    	Performance of Duties	  	21
	Section 4.03.	    	Limitation on Liability	  	21
	Section 4.04.	    	Reliance upon Documents	  	22
	Section 4.05.	    	Successor Collateral Agent.	  	22
	Section 4.06.	    	Indemnification	  	24

  

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	 Section 4.07.
	    	Compensation and Reimbursement	  	25
	Section 4.08.	    	Representations and Warranties of the Collateral Agent	  	25
	Section 4.09.	    	Waiver of Setoffs	  	25
	Section 4.10.	    	Control by the Controlling Party	  	26
			
	 	    	ARTICLE V	  	 
			
	 	    	COVENANTS OF THE ISSUER	  	 
			
	Section 5.01.	    	Preservation of Spread Account Agreement Collateral	  	26
	Section 5.02.	    	Notices	  	26
	Section 5.03.	    	Waiver of Stay or Extension Laws; Marshalling of Assets	  	26
	Section 5.04.	    	Noninterference, etc	  	27
	Section 5.05.	    	Issuer Changes.	  	27
			
	 	    	ARTICLE VI	  	 
			
	 	    	CONTROLLING PARTY; INTERCREDITOR PROVISIONS	  	 
			
	Section 6.01.	    	Appointment of Controlling Party	  	28
	Section 6.02.	    	Controlling Party’s Authority.	  	28
	Section 6.03.	    	Rights of Issuer Secured Parties	  	29
	Section 6.04.	    	Degree of Care.	  	29
	 	    	ARTICLE VII	  	 
			
	 	    	REMEDIES UPON DEFAULT	  	 
			
	Section 7.01.	    	Remedies upon a Default	  	30
	Section 7.02.	    	Waiver of Default	  	30
	Section 7.03.	    	Restoration of Rights and Remedies	  	30
	Section 7.04.	    	No Remedy Exclusive	  	30
			
	 	    	ARTICLE VIII	  	 
			
	 	    	MISCELLANEOUS	  	 
			
	Section 8.01.	    	Further Assurances	  	31
	Section 8.02.	    	Waiver	  	31
	Section 8.03.	    	Amendments; Waivers	  	31
	Section 8.04.	    	Severability	  	31
	Section 8.05.	    	Nonpetition Covenant	  	32
	Section 8.06.	    	Notices	  	32
	Section 8.07.	    	Term of this Agreement	  	34
	Section 8.08.	    	Assignments; Third-Party Rights; Reinsurance.	  	34
	Section 8.09.	    	Consent of Controlling Party	  	35
	Section 8.10.	    	Consents to Jurisdiction	  	35
	Section 8.11.	    	Determination of Adverse Effect	  	36

  

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	Section 8.12.	    	Headings	  	36
	Section 8.13.	    	TRIAL BY JURY WAIVED	  	36
	Section 8.14.	    	GOVERNING LAW	  	36
	Section 8.15.	    	Counterparts	  	36
	Section 8.16.	    	Limitation of Liability.	  	36

  

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 SPREAD ACCOUNT AGREEMENT 
  
 This SPREAD ACCOUNT AGREEMENT, dated as of January 27, 2005 (this “Agreement”), is among AMERICREDIT AUTOMOBILE
RECEIVABLES TRUST 2005-A-X, as issuer (the “Issuer”), XL CAPITAL ASSURANCE INC., as insurer (the “Insurer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION as trustee (in such capacity, the “Trustee” ), as trust collateral
agent (in such capacity the “Trust Collateral Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). 
  
 RECITALS 
  
 WHEREAS, the Issuer was formed pursuant to the trust agreement dated as of January 6, 2005 as amended and restated as of January 27, 2005 (as amended from
time to time, the “Trust Agreement”), between AFS SenSub Corp., as seller, (the ”Seller”) and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 
  
 WHEREAS, pursuant to a sale and servicing agreement, dated as of January 27,
2005 (the “Sale and Servicing Agreement”) among the Issuer, the Seller, the Servicer, the Trust Collateral Agent and the Backup Servicer, the Seller sold to the Issuer all of its right, title and interest in and to the Receivables and
Other Conveyed Property. 
  
 WHEREAS, pursuant to the indenture,
dated as of January 27, 2005 (the ”Indenture”), among the Issuer, the Trustee and the Trust Collateral Agent, the Issuer pledged all of its right, title and interest in and to the Collateral to the Trust Collateral Agent on behalf of the
Issuer Secured Parties. 
  
 WHEREAS, the Issuer requested that the
Insurer issue the Note Policy to the Trustee to guarantee payment of the Insured Payments on each Distribution Date, in respect of the Notes. 
  
 WHEREAS, in consideration of the issuance of the Note Policy, the Issuer and the Servicer have agreed that the Insurer shall have certain rights as
Controlling Party to the extent set forth in the Basic Documents, with respect to the Collateral. 
  
 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. Unless otherwise defined in this Agreement,
the following terms shall have the following meanings: 
  
 “Accelerated Payment Amount Shortfall” has the meaning set forth in Section 1.1 of the Sale and Servicing Agreement. 







 “AmeriCredit” means AmeriCredit Financial Services, Inc. 
  
 “Cash Collateral Deposit” has the meaning set forth in
Section 3.06(a). 
  
 “Cash Collateralized
Receivable” means a Delinquent Receivable for which a deposit has been made to the Spread Account by the Servicer pursuant to Section 3.06(a). 
  
 “Collateral Agent” means, initially Wells Fargo Bank, National Association, in its capacity as collateral agent on behalf of the Issuer
Secured Parties, including its successors in interest, until a successor Person shall have become the Collateral Agent pursuant to Section 4.05 and thereafter “Collateral Agent” shall mean such successor Person. 
  
 “Collateral Agent Fee” means as designated in the fee letter
between Collateral Agent and AmeriCredit. 
  
 “Controlling
Party” means the Person designated as the Controlling Party at such time pursuant to Section 6.01. 
  
 “Cumulative Net Loss” means the positive difference between (i) the sum of (A) the aggregate Principal Balance of all Liquidated
Receivables plus (B) aggregate Cram Down Losses minus (ii) Liquidation Proceeds received with respect to the Receivables described in clause (i). 
  
 “Cumulative Net Loss Ratio” means the ratio, expressed as a percentage, computed by dividing: (a) the sum (without duplication) of (i)
Cumulative Net Losses and (ii) the product of (x) 0.50 and (y) the aggregate Principal Balance of all Receivables which are more than ninety (90) days past due as of the end of the related Collection Period; by (b) the Initial Pool Balance.

  
 “Default” means, (i) if the Insurer is then
the Controlling Party, any Insurance Agreement Event of Default and (ii) if the Trustee is then the Controlling Party, any Event of Default under Section 5.1 of the Indenture. 
  
 “Defaulted Receivable” means a Receivable (i) with respect to which (A) 10% or more of a Scheduled
Receivables Payment is more than ninety (90) days past due, (B) the Servicer has repossessed the related Financed Vehicle (and any applicable redemption period has expired), or (C) such Receivable is in default and the Servicer has charged-off such
Receivable in accordance with the credit and collection policy attached as Schedule C to the Sale and Servicing Agreement or otherwise has determined in good faith that payment thereunder are not likely to be resumed, or (ii) which is a Sold
Receivable. 
  
 “Delinquency Ratio” means, the
ratio (expressed as a percentage) computed by dividing: (a) the aggregate Principal Balance of all Receivables which were Delinquent Receivables as of the close of business on the last day of the related Collection Period minus the aggregate
Principal Balance of all Cash Collateralized Receivables by (b) the sum of the aggregate Principal Balance of all Receivables as of the close of business on the first day of the related Collection Period. 
  

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 “Delinquent Receivable” means a Receivable with respect to which 10% or more of a
Scheduled Receivables Payment is more than sixty (60) days past due (excluding (i) Receivables which the Servicer has repossessed the related Financed Vehicle and (ii) Receivables which have become Liquidated Receivables). 
  
 “Final Termination Date” means the date that is the later of
(i) the Insurer Termination Date and (ii) the Trustee Termination Date. 
  
 “Gross Default Ratio” means, the ratio expressed as a percentage, the numerator of which is the aggregate Principal Balance of all Defaulted Receivables since the Closing Date and the denominator of which is the Initial
Pool Balance. 
  
 “Initial Pool Balance” means
the Pool Balance as of the Cutoff Date. 
  
 “Insured
Payments” has the meaning set forth in the Note Policy. 
  
 “Insurer Termination Date” means the date which is the latest of (i) the date of the expiration of the Note Policy and the cancellation and return thereof to the Insurer, (ii) the date on which the Insurer shall have
received payment and performance in full of all Insurer Issuer 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, the Insurer and the Trustee. 
  
 “Issuer” means AmeriCredit Automobile Receivables Trust
2005-A-X. 
  
 “Issuer Secured Obligations” means
the Issuer Secured Obligations under the Indenture and the “Issuer Insured Obligations” under any Related Series Spread Account Agreement. 
  
 “Issuer Secured Parties” means the Issuer Secured Parties under the Indenture and the “Issuer Secured Parties” under any
Related Series Spread Account Agreement. 
  

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 “Level 1 Cumulative Net Loss Test” means, for any Distribution Date specified below, the
Cumulative Net Loss Ratio for the related Collection Period is greater than the percentage set forth opposite such Distribution Date: 
  

				
	 Distribution Date occurring in:

	  	Percentage

	 
	 March 2005 through May 2005
	  	2.13	%
	 June 2005 through August 2005
	  	3.44	%
	 September 2005 through November 2005
	  	4.80	%
	 December 2005 through February 2006
	  	6.17	%
	 March 2006 through May 2006
	  	8.00	%
	 June 2006 through August 2006
	  	9.25	%
	 September 2006 through November 2006
	  	11.00	%
	 December 2006 through February 2007
	  	12.00	%
	 March 2007 through May 2007
	  	12.75	%
	 June 2007 through August 2007
	  	13.75	%
	 September 2007 through November 2007
	  	14.75	%
	 December 2007 through February 2008
	  	15.25	%
	 March 2008 and thereafter
	  	15.75	%

  
 “Level 1
Delinquency Test” means, for any Distribution Date, the arithmetic average of the monthly Delinquency Ratios for the three immediately preceding Collection Periods is greater than the percentage set forth opposite such Distribution Date
plus 0.25% for each November through April Distribution Dates: 
  

				
	 Distribution Date occurring in:

	  	Percentage

	 
	 March 2005 through August 2005
	  	4.00	%
	 September 2005 through February 2006
	  	4.50	%
	 March, 2006 through February 2007
	  	5.50	%
	 March 2007 through August 2007
	  	6.00	%
	 September 2007 through February 2008
	  	6.50	%
	 March 2008 through November 2008
	  	7.00	%
	 December 2008 and thereafter
	  	7.50	%

  

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 “Level 1 Gross Default Test” means, for any Distribution Date specified below, the Gross
Default Ratio for the related Collection Period is greater than the percentage set forth opposite such Distribution Date: 
  

				
	 Distribution Date occurring in:

	  	Percentage

	 
	 March 2005 through May 2005
	  	3.53	%
	 June 2005 through August 2005
	  	5.82	%
	 September 2005 through November 2005
	  	8.24	%
	 December 2005 through February 2006
	  	10.00	%
	 March 2006 through May 2006
	  	12.00	%
	 June 2006 through August 2006
	  	14.50	%
	 September 2006 through November 2006
	  	17.00	%
	 December 2006 through February 2007
	  	18.50	%
	 March 2007 through May 2007
	  	20.50	%
	 June 2007 through August 2007
	  	22.00	%
	 September 2007 through November 2007
	  	23.75	%
	 December 2007 through February 2008
	  	25.00	%
	 March 2008 through May 2008
	  	26.25	%
	 June 2008 through August 2008
	  	27.00	%
	 September 2008 and thereafter
	  	27.75	%

  
 “Level 1
Trigger Event” means any violation of the Level 1 Cumulative Net Loss Test, the Level 1 Delinquency Test (unless amounts are deposited to the Spread Account with respect to the Cash Collateral Deposit pursuant to Section 3.06) or the Level
1 Gross Default Test. 
  
 “Level 2 Cumulative Net Loss
Test” means, for any Distribution Date specified below, the Cumulative Net Loss Ratio for the related Collection Period is greater than the percentage set forth in the section of the AmeriCredit 2005-A-X Letter Agreement entitled
“Level 2 Trigger Event: Level 2 Cumulative Net Loss Test.” 
  
 “Level 2 Delinquency Test” means, for any Distribution Date, the arithmetic average of the monthly Delinquency Ratios for the three immediately preceding Collection Periods is greater than the percentage set forth in the
section of the AmeriCredit 2005-A-X Letter Agreement entitled “Level 2 Trigger Event: Level 2 Delinquency Test.” 
  
 “Level 2 Gross Default Test” means, for any Distribution Date specified below, the Gross Default Ratio for the related Collection Period
is greater than the percentage set forth in the section of the AmeriCredit 2005-A-X Letter Agreement entitled “Level 2 Trigger Event: Level 2 Gross Default Test.” 
  
 “Level 2 Trigger Event” means the occurrence of any of the following (A) a Servicer Termination Event, (B)
violation of the Level 2 Cumulative Net Loss Test, (C) violation of the Level 2 Delinquency Test (D) violation of the Level 2 Gross Default Test or (E) an Insurance Agreement Event of Default. 
  
 “Liquidation Proceeds” has the meaning set forth in Section
1.1 of the Sale and Servicing Agreement. 
  

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 “Non Controlling Party” means, at any time, the Issuer Secured Party that is not the
Controlling Party at such time. 
  
 “Outstanding Pool
Balance” means the sum of the Pool Balance as of the end of the related Collection Period. 
  
 “Overcollateralization Amount” means 15%; provided, however, if each of the “Step-Down Conditions” set forth in
the AmeriCredit 2005-A-X Letter Agreement are satisfied on a Distribution Date set forth in the following table, the Overcollateralization Amount shall be reduced to the amount set forth with respect to such Distribution Date in the following table;
provided, further, however, if any of such “Step-Down Conditions” are not satisfied on any Distribution Date in the following table, the Overcollateralization Amount for such Distribution Date and each following Distribution Date
shall equal the Overcollateralization Amount immediately prior to the date that any such “Step-Down Condition” is not satisfied: 
  

				
	 Distribution Date occurring in:

	  	Overcollateralization Amount

	 
	 September 2006
	  	14	%
	 March 2007
	  	13	%
	 September 2007
	  	12	%

  
 “Premium
Letter” has the meaning set forth in the Insurance Agreement. 
  
 “Related Series” means each securitization transaction (a) relating to assets sold by AmeriCredit to the Seller or another seller, (b) pursuant to which notes or certificates were issued by an issuer and certain
distributions on such notes or certificates were insured by the Insurer and (c) of which the Collateral Agent has received notice in substantially the form attached hereto as Exhibit A. 
  
 “Related Series Accelerated Payment Amount Shortfall” means, with respect to each Related Series, after the
twelfth distribution date for such Related Series on any distribution date on which a Related Series Collateral Support Shortfall is greater than zero the shortfall in the amount available in the Related Series Spread Account to pay the
“Accelerated Payment Amount Shortfall” as defined in the Related Series Spread Account Agreement. 
  
 “Related Series Collateral Agent” means, with respect to each Related Series, the “Collateral Agent” as defined in the Related
Series Spread Account Agreement. 
  
 “Related Series
Collateral Support Shortfall” means on any distribution date with respect to a Related Series, the excess, if any, of (A) the sum of (1) the Requisite Amount (as defined in the Related Series Spread Account Agreement) on such 

  

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Distribution Date and (2) the product of (x) the Overcollateralization Amount (as defined in the Related Series Spread Account Agreement) on such
distribution date and (y) the Related Series Pool Balance on such distribution date over (B) the sum of (1) the amount in the Related Series Spread Account on such distribution date, if any, (2) the excess, if any, of the Related Series Pool Balance
over the Related Series Note Balance on such distribution date and (3) the Related Series Risk in Force Amount, if applicable. For purposes of the immediately preceding sentence, (a) the amount in the Related Series Spread Account and the Related
Series Note Balance on a distribution date will be calculated after giving effect to all deposits to, and withdrawals from, the Related Series Spread Account and payments of principal on the notes issued with respect to such Related Series,
respectively, on such distribution date and any adjustments to the Related Series Risk in Force Amount on such distribution date. 
  
 “Related Series Insurance Agreement” means, with respect to each Related Series, the “Insurance Agreement” as defined in the
Related Series Spread Account Agreement. 
  
 “Related
Series Insurer Payment Amounts” means, with respect to each Related Series, any amounts due and payable to the Insurer under the Related Series Insurance Agreement. 
  
 “Related Series Note Balance” means, with respect to each Related Series, the Outstanding Amount (as
defined in the Indenture) of the Notes issued in connection with such Related Series. 
  
 “Related Series Pool Balance” means, with respect to each Related Series, the “Pool Balance” as defined in the Related Series SSA. 
  
 “Related Series Requisite Amount Shortfall” means, with
respect to each Related Series, after the twelfth distribution date for such Related Series on any distribution date on which a Related Series Collateral Support Shortfall is greater than zero, the excess, if any, of (a) the “ Requisite
Amount” as defined in the Related Series Spread Account Agreement (without giving effect to any increase in such amount due to any “ Level 1 Trigger Event” or “ Level 2 Trigger Event” as such terms are defined in the Related
Series Spread Account Agreement) over (b) the amount on deposit in the Related Series Spread Account (after giving effect to any withdrawals therefrom or deposits therein, except for (i) deposits therein from the Spread Account or any other Related
Series Spread Account or (ii) any other amounts deposited therein that, under the terms of the Related Series Spread Account Agreement, are excluded for purposes of determining whether the amount therein equals the “ Requisite Amount” as
defined in Related Series Spread Account Agreement). 
  
 “Related Series Risk in Force Amount” means, with respect to each Related Series, the “Risk in Force Amount”, if applicable, as defined in the Related Series Spread Account Agreement. 
  

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 “Related Series SSA” means, with respect to each Related Series, the “Sale and
Servicing Agreement” as defined in the Related Series Spread Account Agreement. 
  
 “Related Series Spread Account” means, with respect to each Related Series, the “Spread Account” as defined in the Related Series Spread Account Agreement. 
  
 “Related Series Spread Account Agreement” means, with
respect to each Related Series, the spread account agreement among the Insurer, the collateral agent for such Related Series and any other parties that may be a party thereto, together with any amendments or supplements thereto. 
  
 “Related Series Spread Account Claim Amount” means, with
respect to each Related Series, the shortfall in the amount available in the Related Series Spread Account to pay the “Spread Account Claim Amount” as defined in the Related Series Spread Account Agreement. 
  
 “Requisite Amount” will equal the Spread Account Initial
Deposit on the Closing Date, and thereafter, on each Distribution Date, the Requisite Amount shall be equal to 2.0% of the Initial Pool Balance, provided, however, that (i) on each Distribution Date upon which a Level 1 Trigger Event
has occurred and is continuing, and upon each Distribution Date thereafter (unless such Level 1 Trigger Event has been cured for three consecutive months) the Requisite Amount shall be equal to the greater of (x) 5.0% of the Outstanding Pool Balance
or (y) 4.0% of the Initial Pool Balance; and (ii) on each Distribution Date upon which a Level 2 Trigger Event has occurred and upon each Distribution Date thereafter, the Requisite Amount shall be equal to 100% of the outstanding principal balance
of the Notes. 
  
 “Risk in Force Amount” has the
meaning set forth in the Premium Letter. 
  
 “Security
Interests” means the security interests and Liens in the Spread Account Agreement Collateral granted pursuant to Section 2.01. 
  
 “Seller” means AFS SenSub Corp. 
  
 “Spread Account” means the account designated as such, established and maintained pursuant to Article Three. 
  
 “Spread Account Agreement Collateral” has the meaning set
forth in Section 2.01. 
  
 “Spread Account Claim
Amount” has the meaning set forth in Section 1.1 of the Sale and Servicing Agreement. 
  
 “Step-Down Conditions” has the meaning set forth in the AmeriCredit 2005-A-X Letter Agreement. 
  

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 “Trigger Event” means a Level 1 Trigger Event or a Level 2 Trigger Event. 
  
 “Trustee Termination Date” means the date which is the
latest of the date on which (i) the Trustee shall have received, as Trustee for the holders of the Notes, payment and performance in full of all Trustee Issuer Secured Obligations and (ii) all payments in respect of the Notes shall have been made
and the Indenture shall have been satisfied and discharged pursuant to the terms of Article IV of the Indenture. 
  
 “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. 
  
 Section 1.02. Other
Definitional Provisions. 
  
 (a) Capitalized
terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement or the Indenture, as the case may be. 
  
 (b) The terms “ hereof,” “ herein” 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 
  
 THE SPREAD ACCOUNT AGREEMENT COLLATERAL 
  
 Section 2.01. Grant of Security Interest by the Issuer. In order to
secure the performance of Issuer Secured Obligations, to the extent provided herein, the Issuer hereby pledges, assigns, grants, transfers and conveys to the Collateral Agent, on behalf of and for the benefit of the Issuer Secured Parties, 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 being collectively referred to herein as the “ Spread Account Agreement
Collateral” and constituting Spread Account Agreement Collateral hereunder): 
  
 (a) the Spread Account established pursuant to Section 3.01, and each other account owned by the Issuer and maintained by the Collateral
Agent (including, without limitation, the Spread Account Initial Deposit related thereto and all additional monies, checks, securities, investments and other documents from time to time held in or evidencing any such accounts); 
  

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 (b) all of the Issuer’s right, title and interest in and to investments made with
proceeds of the property described in clause (a) above, or made with amounts on deposit in the Spread Account; and 
  
 (c) all distributions, revenues, products, substitutions, benefits, profits and proceeds, in whatever form, of any of the foregoing
whether now owned or hereafter acquired. 
  
 Section 2.02.
Priority. The Issuer intends the security interests in favor of the Issuer Secured Parties to be prior to all other Liens in respect of the Spread Account Agreement Collateral, and the Issuer shall take all actions necessary to obtain and
maintain, in favor of the Collateral Agent, for the benefit of the Issuer Secured Parties, a first lien on and a first priority, perfected security interest in the Spread Account Agreement Collateral including, without limitation, the filing of a
UCC-1 financing statement relating to the Spread Account Agreement Collateral. Subject to the provisions hereof specifying the rights and powers of the Collateral Agent at the direction of the Controlling Party from time to time to control certain
specified matters relating to the Spread Account Agreement Collateral, each Issuer Secured Party shall have all of the rights, remedies and recourse with respect to the Spread Account Agreement 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 Issuer Secured Parties by this Agreement or any other law relating to the creation and perfection of
liens on, and security interests in, the Spread Account Agreement Collateral. 
  
 Section 2.03. Issuer Remains Liable. The Security Interests are granted as security only and shall not (i) transfer or in any way affect or modify, or relieve either the Issuer from, any obligation to perform
or satisfy, any term, covenant, condition or agreement to be performed or satisfied by the Issuer under or in connection with this Agreement, the Insurance Agreement or any other Basic Documents to which it is a party or (ii) impose any obligation
on any of the Issuer 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 Issuer 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 Basic Documents. 
  
 Section 2.04. Delivery and Maintenance of Spread Account Agreement
Collateral. 
  
 (a) The Collateral Agent
agrees to maintain the Spread Account Agreement Collateral received by it (or evidence thereof, in the case of book-entry securities in the name of the Collateral Agent) and all records and documents relating thereto at the office of the Collateral
Agent specified in Section 8.06 or such other address as may be approved by the Controlling Party. The Collateral Agent shall keep all Spread Account Agreement Collateral and related documentation in its possession 

  

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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 Eligible Investments and Spread Account included in the Spread Account Agreement Collateral in such a manner as shall enable the Collateral Agent and the Issuer Secured Parties to verify the accuracy of such recordkeeping. The
Collateral Agent’s books and records shall at all times show that the Spread Account Agreement Collateral is held by the Collateral Agent as agent of the Issuer Secured Parties and is not the property of the Collateral Agent. The Collateral
Agent will promptly report to each Issuer Secured Party and the Issuer any failure on its part to hold the Spread Account Agreement Collateral as provided in this Section 2.04(a) and will promptly take appropriate action to remedy any such failure.

  
 (b) The Collateral Agent shall permit each of
the Issuer Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Spread Account Agreement 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 Issuer Secured Party may reasonably request upon not less than two Business Day’s prior written notice. The costs and expenses associated with any such inspection
will be paid by the party making such inspection. 
  
 (c) All Spread Account Agreement Collateral shall be transferred to the Collateral Agent on behalf of the Issuer Secured Party in a manner consistent with the definition of “ Delivery” set forth in the Sale and Servicing
Agreement. 
  
 (d) Notwithstanding anything to
the contrary herein, the Collateral Agent: (i) is and will be acting on behalf of the Issuer Secured Parties as a securities intermediary under Article Eight of the UCC and acknowledges that it holds the Spread Account Agreement Collateral for the
benefit of the Issuer Secured Parties for purposes of Section 9-313 of the UCC (ii) shall establish and maintain the Spread Account for the benefit of the Issuer Secured Parties as a holder of a security interest in the Spread Account Agreement
Collateral and the Spread Account; (iii) shall treat all of the assets in the Spread Account (other than cash) as financial assets under Article Eight of the UCC; (iv) shall not hold, or exercise control (within the meaning of Article Eight or Nine
of the UCC) over, the Spread Account Agreement Collateral and/ or the Spread Account for the benefit of any person or entity other than the Issuer Secured Parties; (v) has received notice of the Issuer Secured Parties’ interest in the assets
contained and/or to be contained in the Spread Account; and (vi) shall take instructions only from the Issuer Secured Party constituting the Controlling Party hereunder (without any consent of and notwithstanding any alternate direction of the
Issuer) with respect to the Spread Account 
  

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and/or the Spread Account Agreement Collateral, including, without limitation, all instructions with respect to the acquisition, transfer and disposition of
assets in the Spread Account and the proceeds thereof. In accordance with the choice of law governing this Agreement set forth in Section 8.14 herein, for purposes of Article Eight of the UCC the jurisdiction of the Collateral Agent is deemed to be
New York. 
  
 Section 2.05. Termination and Release of Rights.

  
 (a) On the Insurer Termination Date, the
rights, remedies, powers, duties, authority and obligations conferred upon the Insurer pursuant to this Agreement in respect of the Spread Account Agreement Collateral shall terminate and be of no further force and effect and all rights, remedies,
powers, duties, authority and obligations of the Insurer with respect to such Spread Account Agreement Collateral shall be automatically released; provided that any indemnity provided to or by the Insurer herein shall survive such Insurer
Termination Date. If the Insurer is acting as Controlling Party on the related Insurer Termination Date, the Insurer agrees, at the expense of the Issuer, 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 the Insurer and any Person claiming by, through or under the Insurer. 
  
 (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 Spread Account Agreement 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 such Spread Account Agreement 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 related Trustee Termination Date, the Trustee agrees, at the expense of the Issuer, to execute and deliver such instruments as the Issuer 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 Issuer 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 Issuer Secured Party with respect to the Spread Account Agreement Collateral shall be automatically released. On the Final Termination Date, the Collateral
Agent agrees, and each Issuer Secured Party agrees, at the expense of the Issuer, to execute such instruments of release, in recordable 

  

 12 








 
form if necessary, in favor of the Issuer as the Issuer may reasonably request, to deliver any Spread Account Agreement Collateral in its possession to the
Issuer, and to otherwise release the lien of this Agreement and release and deliver to the Issuer the Spread Account Agreement Collateral. 
  
 Section 2.06. Non-Recourse Obligations of Issuer. Notwithstanding anything herein or in the other Basic Documents to the contrary, the parties
hereto agree that the obligations of the Issuer hereunder shall be recourse only to the extent of amounts released to the Issuer pursuant to Section 3.03(b)(ii) and retained by the Issuer in accordance with the next sentence. The Issuer agrees that
it shall not declare or make any payment to the Seller or AmeriCredit except in accordance with the Basic Documents. Nothing contained herein shall be deemed to limit the rights of the Noteholders under any other Basic Document. 
  
 ARTICLE III 
  
 SPREAD ACCOUNT 
  
 Section 3.01. Establishment of Spread Account; Initial Deposit into Spread
Account; Maintenance of 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 Deposit Account, designated, “ Spread Account—Wells Fargo Bank, National
Association, as Collateral Agent for XL Capital Assurance Inc. and Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent Re: AmeriCredit Automobile Receivables Trust 2005-A-X, Class A Asset-Backed Notes Series 2005-A-X”
(the “Spread Account”). The Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of AmeriCredit, the Seller, the Servicer or the Issuer. The Spread Account shall be maintained at
the same depository institution (which depository institution may be changed from time to time in accordance with this Agreement). If the Spread Account ceases to be an Eligible Deposit Account, the Collateral Agent shall notify the Controlling
Party of such fact and shall establish within five Business Days of such determination, in accordance with Section 3.04(a), a successor Spread Account thereto, which shall be an Eligible Deposit Account, at another depository institution acceptable
to the Controlling Party. 
  
 (b) No withdrawals
may be made of funds in the Spread Account except as provided in Section 3.03. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other moneys. All moneys deposited from time to time in
the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral. 
  

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 (c) On the Closing Date, Issuer shall provide or cause to be provided to the Collateral
Agent for deposit into the Spread Account an amount equal to the Spread Account Initial Deposit. 
  
 (d) On each Distribution Date, after giving effect to all payments to be made on the related Distribution Date, the Collateral Agent shall
cause to be maintained in the Spread Account an amount equal to the Requisite Amount in accordance with Article V of the Sale and Servicing Agreement. Any amounts deposited with respect to the Cash Collateral Deposit shall not be included for the
purposes of determining whether the amount maintained in the Spread Account equals the Requisite Amount 
  
 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 Issuer (unless a Default shall have occurred and be continuing, in which case at the written direction of the Controlling Party if it so elects) or
its designee received by the 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 Eligible Investments in the manner specified in Section 3.02(b) and (c). If
no written direction with respect to any portion of such Spread Account is received by the Collateral Agent, the Spread Account Agreement Collateral Agent shall invest such funds overnight in money market mutual funds described in paragraph (d) of
the definition of the term “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 on any date shall mature not later than the Business Day
immediately preceding the Distribution Date next succeeding the day such investment is made or payable on demand, 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 

  

 14 








 
to such investment to the Collateral Agent in a manner which complies with Section 2.04 and the requirements of the definition of “Eligible
Investments.” 
  
 (d) If amounts on deposit
in the Spread Account are at any time invested in an 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 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 an Eligible
Investment. 
  
 (e) All moneys on deposit in the
Spread Account, together with any deposits or securities in which such moneys may be invested or reinvested, and any gains from such investments, shall constitute Spread Account Agreement Collateral hereunder subject to the Security Interests of the
Issuer Secured Parties. 
  
 (f) Subject to
Section 4.03, the Collateral Agent shall not be liable by reason of any insufficiency in amounts on deposit in the Spread Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Collateral
Agent’s failure to make payments on Eligible Investments as to which the Collateral Agent, in its commercial capacity, is obligated. All income or loss on investments of funds in the Spread Account shall be reported by AmeriCredit as taxable
income or loss. 
  
 Section 3.03. Payments; Priority of
Payments. 
  
 (a) On or before the second
Business Day prior to each Distribution Date, the Collateral Agent will make the following determinations on the basis of information (including, without limitation, the amount of any Spread Account Claim Amount and the amount of any Accelerated
Payment Amount Shortfall) received pursuant to Article IV of the Sale and Servicing Agreement from the Servicer; provided, however, that if the Collateral Agent receives written notice from the Insurer, the Trustee, the Issuer or the Servicer of the
occurrence of an Insurance Agreement Event of Default, such notice shall be determinative for the purposes of determining the Requisite Amount: 
  
 (i) determine the amounts to be on deposit in the Spread Account on such Distribution Date which will be available to satisfy any Spread
Account Claim Amount (prior to any deposit in accordance with Section 3.07); 
  

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 (ii) determine (A) the amounts, if any, to be paid from the Spread Account with respect
to the Spread Account Claim Amount and (B) whether, following payment from the Spread Account to the Trust Collateral Agent for deposit into the Collection Account, a Spread Account Claim Amount will continue to exist; 
  
 (iii) if a Spread Account Claim Amount will continue to
exist following the payment from the Spread Account contemplated by clause (ii) above, determine the amount to be claimed from each Related Series Spread Account in accordance with Section 3.07; 
  
 (iv) determine the amounts to be on deposit in the Spread
Account on that Distribution Date which will be available to satisfy any Accelerated Payment Amount Shortfall (prior to any deposit in accordance with Section 3.07); 
  
 (v) determine (A) the amounts, if any, to be paid from the Spread Account with respect to the Accelerated
Payment Amount Shortfall and (B) whether, following payment from the Spread Account to the Trust Collateral Agent for deposit into the Collection Account, an Accelerated Payment Amount Shortfall will continue to exist; 
  
 (vi) if an Accelerated Payment Amount Shortfall will
continue to exist following the payment from the Spread Account contemplated by clause (v) above, determine the amount to be claimed from each Related Series Spread Account in accordance with Section 3.07; 
  
 (vii) determine the excess, if any, of (A) the Requisite
Amount over (b) the amounts to be on deposit in the Spread Account on such Distribution Date (after giving effect to any withdrawals pursuant to subsection (b) but prior to any deposit in accordance with Section 3.07), and if such excess exists,
determine the amount to be claimed from each Related Series Spread Account in accordance with Section 3.07; and 
  
 (viii) determine the amounts to be on deposit in the Spread Account on such Distribution Date which will be available to satisfy any
Related Series Spread Account Claim Amount, any Related Series Accelerated Payment Amount Shortfall, any Related Series Requisite Amount Shortfall and any Related Series Insurer Payment Amounts. 
  

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 On such Distribution Date (and after giving effect to any deposits into the Spread Account in accordance
with Section 3.07), the Collateral Agent shall deliver a certificate to the Trust Collateral Agent and the Insurer with respect to any Deficiency Notice and any Accelerated Payment Shortfall Notice, stating the amount, if any, to be distributed to
the Trust Collateral Agent on that Distribution Date in respect of such Accelerated Payment Shortfall Amount and in respect of such Spread Account Claim Amount. 
  
 (b) On each Distribution Date, the Collateral Agent shall make the following payments from the Spread
Account (to the extent of funds available in the Spread Account, including, without limitation, amounts deposited therein pursuant to Section 3.07) in the following order of priority: 
  
 (i) if the Trust Collateral Agent has delivered a Deficiency Notice and if there exists a Spread Account
Claim Amount, to the Trust Collateral Agent for deposit in the Collection Account the amount of such Spread Account Claim Amount; and 
  
 (ii) any funds in the Spread Account (net of any amounts deposited with respect to the Cash Collateral Deposit) in excess of the Requisite
Amount, after making the withdrawals therefrom required by clause (i) of this Section 3.03(b) (to the extent of funds available in excess of the Requisite Amount) and any funds remaining in the Spread Account as of the Distribution Date immediately
following the Final Termination Date will be applied by the Collateral Agent in the following order of priority: 
  
 (A) 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; 
  
 (B) 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; 
  
 (C) to the Trust Collateral Agent
for payment to any replacement servicer any accrued and unpaid replacement servicer fees, transition costs or additional compensation to the extent not paid by AmeriCredit or pursuant to the Sale and Servicing Agreement; 
  
 (D) to the Trust Collateral Agent for payment to the
Insurer, any amounts due and owing to the Insurer that were not paid under clause (ix) of Section 5.7(a) of the Sale and Servicing Agreement; 
  

 17 








 (E) to each Related Series Collateral Agent for deposit in the applicable Related Series
Spread Account, the amount necessary to pay in full any Related Series Spread Account Claim Amount for such Related Series; 
  
 (F) to each Related Series Collateral Agent for deposit in the applicable Related Series Spread Account, the amount necessary to pay in
full any Related Series Requisite Amount Shortfall for such Related Series; 
  
 (G) to each Related Series Collateral Agent for deposit in the applicable Related Series Spread Account, the amount necessary to pay in full the Related Series Accelerated Payment Amount Shortfall for such Related
Series; 
  
 (H) if the Collateral Agent has
received notice from the Insurer of Related Series Insurer Payment Amounts, to the Insurer for the payment of the Related Series Insurer Payment Amounts set forth on such notice; 
  
 (I) to the Backup Servicer, any indemnification amounts payable by the Servicer to the Backup Servicer to
the extent not paid by the Servicer; and 
  
 (J)
to the holder(s) of the Certificates, any remaining funds in the Spread Account in excess of the Requisite Amount. 
  
 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 Issuer and each Issuer 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 at Wells Fargo Bank, National Association
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 Issuer shall cause each such depository institution or trust company to execute a written agreement, in form and substance reasonably satisfactory to the Controlling Party, waiving, and the Collateral
Agent by its execution of this Agreement hereby waives (except to the extent expressly provided herein), in each case to the extent 

  

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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 Issuer and each Issuer Secured Party of any charge or claim against or with respect to such
Spread Account. The Collateral Agent shall give the Issuer and each Issuer 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 Issuer, the Collateral Agent shall cause, at
the expense of the Issuer, 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) 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 Issuer, the Insurer, the Trustee (unless the Trustee is the same party as the Collateral Agent), the Trust Collateral Agent 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 Collection Period, and shall provide accountings of deposits into and withdrawals from the Spread Account, and of the investments
made therein, upon the request of the Issuer, the Insurer or the Servicer. 
  
 Section 3.06. Cash Collateralized Receivables. 
  
 (a) On any date after the Outstanding Pool Balance has declined to 33% of the Initial Pool Balance, if (i) the Delinquency Ratio violates
the Level 1 Delinquency Test, (ii) the amount on deposit in the Spread Account equals or exceeds the Requisite Amount and (iii) the Pro Forma Note Balance equaled the Required Pro Forma Note Balance on the immediately preceding Distribution Date,
then the Servicer shall have the option of making a deposit into the Spread Account to prevent the occurrence of a Level 1 Trigger. If the Servicer elects to exercise such option, then on each Distribution Date the Servicer shall deposit into the
Spread Account the amount necessary to maintain the Cash Collateral Deposit until such time as the Delinquency Ratio (without taking into account any reduction for Cash Collateralized Receivables) is at a level 

  

 19 








 
that does not violate the Level 1 Delinquency Test or Level 2 Delinquency Test. As of any date of determination, the “Cash Collateral Deposit”
shall equal to the greater of (x) the aggregate Principal Balance of 100% of the Receivables that are ninety (90) or more days past due or (y) the aggregate Principal Balance of the minimum amount of Delinquent Receivables necessary to reduce the
Delinquency Ratio to a level that does not violate the Level 1 Delinquency Test. 
  
 (b) On each Distribution Date, upon which (i) the Delinquency Ratio (without taking into account any reduction for Cash Collateralized
Receivables) is at a level that does not violate the Level 1 Delinquency Test or Level 2 Delinquency Test, (ii) no Trigger Event is in effect and (iii) the amount on deposit in the Spread Account (net of the Cash Collateral Deposit) is equal to or
exceeds the Requisite Amount, then the Collateral Agent shall distribute the Cash Collateral Deposit in accordance with the priorities set forth in Section 3.03(b)(ii). 
  
 Section 3.07. Cross-collateralization Provisions. 
  
 (a) Subject to the priorities in Section 3.03(b), the Collateral Agent shall make distributions to the
Related Series Collateral Agents in accordance with information received by the Collateral Agent from such Related Series Collateral Agents, and the Collateral Agent shall be entitled to rely on a written certification from a Related Series
Collateral Agent of the amounts of any Related Series Spread Account Claim Amounts, Related Series Accelerated Payment Amount Shortfalls and Related Series Requisite Amount Shortfalls for the applicable Related Series for such Distribution Date. If
the Spread Account and one or more Related Series Spread Accounts (collectively, the “ Funding Spread Accounts” ) have funds available to pay any Related Series Spread Account Claim Amount, Related Series Accelerated Payment Amount
Shortfall, Related Series Requisite Amount Shortfall or Related Series Insurer Payment Amounts, amounts to be transferred to the Related Series Spread Account containing the shortfall shall be allocated among the Funding Spread Accounts pro rata
based upon the funds available in the Funding Spread Accounts for such transfers. 
  
 (b) On or prior to the first Business Day prior to each Distribution Date, the Collateral Agent shall make the determinations contained in
subsections (iii), (vi) and (vii) of Section 3.03(a) and provide sufficient information to each Related Series Collateral Agent in order to effectuate the transfer of any amounts available in the Related Series Spread Accounts to the Spread Account.
If two or more Related Series Spread Accounts have funds available for transfer to the Spread Account pursuant to the Related Series Spread Account Agreements, amounts to be transferred to the Spread Account shall be allocated among such Related
Series Spread Accounts pro rata based upon the funds available in such 

  

 20 








 
Related Series Spread Accounts for such transfers. Amounts received by the Collateral Agent from any Related Series Spread Account shall be deposited in the
Spread Account and distributed in accordance with Section 3.03(b) or retained in the Spread Account, as applicable. 
  
 ARTICLE IV 
  
 THE COLLATERAL AGENT 
  
 Section 4.01.
Appointment and Powers. Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoints Wells Fargo Bank, National Association as the Collateral Agent with respect to the Spread Account Agreement Collateral, and
Wells Fargo Bank, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Spread Account Agreement Collateral, for the Issuer Secured Parties, to maintain custody and possession of such Spread
Account Agreement Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the express provisions of this Agreement. Each Issuer 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 (and shall be completely protected in so acting) 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, (ii) which are in violation of any applicable law, rule or regulation or (iii) 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 have
no duties or responsibilities except those expressly set forth in this Agreement and the other Basic 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, employees or agents 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 Issuer of this Agreement or any of the Spread Account Agreement Collateral (or any part
thereof). Notwithstanding any term or provision of this Agreement, the Collateral Agent shall incur no liability to the Issuer or the Issuer Secured Parties for any action taken or omitted by the Collateral Agent in 

  

 21 








 
connection with the Spread Account Agreement Collateral, except for the gross negligence or willful misconduct on the part of the Collateral Agent, and,
further, shall incur no liability to the Issuer Secured Parties except for gross negligence or willful misconduct in carrying out its duties to the Issuer Secured Parties. Subject to Section 4.04, the Collateral Agent shall be completely 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) 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 Basic Documents. The Collateral Agent may consult with counsel selected by it with due care, and shall not be liable for any action taken or omitted to be taken by it hereunder in good faith and in
accordance with the written advice of such counsel. The Collateral Agent shall not be under any obligation 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. 
  
 Section 4.04. Reliance upon Documents. In the absence of bad faith or gross negligence on its part, the Collateral
Agent shall be entitled to conclusively 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) 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 Spread Account Agreement 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 Issuer Secured Parties in the Spread Account Agreement Collateral. 
  

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 (b) 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 as evidenced by an Opinion of Counsel delivered to the Insurer, 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. 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 Issuer Secured Party and the Issuer; provided, that such resignation shall take effect only upon the date which is the latest of (A) the effective date of the appointment of a successor Collateral Agent acceptable to the Insurer
(provided that an Insurer Default has not occurred and is continuing) 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, (B) delivery of the Collateral to such successor to be held in accordance with the procedures specified in Article Two, and (C) receipt by the Controlling Party of an Opinion of Counsel to the effect described in Section 5.05.
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 or becomes the Collateral Agent pursuant to Section 4.05(d), the resigning Collateral Agent may petition a court of competent jurisdiction in New York, New York for the appointment of a successor acceptable to the Insurer (provided
that an Insurer Default has not occurred and is continuing). Notwithstanding anything herein to the contrary, if the Trustee, the Trust Collateral Agent and Collateral Agent are the same party and the Trustee or the Trust Collateral Agent resigns
under the Indenture, the Collateral Agent may resign in accordance with the procedures for resignation of the Trustee and the Trust Collateral Agent under the Indenture. 
  
 (c) 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 Issuer 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
Section 4.05(d). 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 acceptable to the Insurer (provided
that an Insurer Default has not occurred and is continuing) and the acceptance in writing by such successor Collateral Agent of such appointment and of its obligation to 

  

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perform its duties hereunder in accordance with the provisions hereof, (ii) delivery of the Spread Account Agreement Collateral to such successor to be held
in accordance with the procedures specified in Article Two and (iii) receipt by the Controlling Party of an Opinion of Counsel to the effect described in Section 5.05. 
  
 (d) 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 Issuer Secured Party and the Issuer 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 Spread Account Agreement Collateral to the successor Collateral Agent to be held in accordance with the
procedures specified in Article Two, 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 Issuer Secured Party or the Issuer, 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 Issuer or a Issuer 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 the 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 Spread Account Agreement 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 transfer of the Spread
Account Agreement Collateral to the successor Collateral Agent or to protect or continue the perfection of the security interests granted hereunder. 
  
 Section 4.06. Indemnification. The Servicer 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 fees and expenses of counsel and 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. The obligation of the
Servicer under this Section 4.06 shall survive the termination of this Agreement and the resignation or removal of the Collateral Agent or the Servicer. 
  

 24 








 Section 4.07. Compensation and Reimbursement. The Servicer agrees for the benefit of the Issuer
Secured Parties to pay to the Collateral Agent, the Collateral Agent Fee 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 to
reimburse the Collateral Agent for any reasonable and out of pocket expenses (including reasonable legal fees and expenses but excluding any expenses resulting from the gross negligence, bad faith, or willful misconduct of the Collateral Agent)
incurred in connection with the duties contemplated herein. 
  
 Section 4.08. Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to the Issuer and to each Issuer Secured Party as follows: 
  
 (a) Due Organization. The Collateral Agent 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. The Collateral Agent 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 the Collateral Agent of this Agreement and the other Basic Documents to
which it is a party, and the performance by the Collateral Agent 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 the Collateral Agent, or the performance by the Collateral Agent, of this Agreement and such other Basic Documents. 
  
 (d) Valid and Binding Agreement. The Collateral Agent has duly executed and delivered this
Agreement and each other Basic Document to which it is a party, and each of this Agreement and each such other Basic Document constitutes the legal, valid and binding obligation of the Collateral Agent, enforceable against the Collateral Agent 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 set off that the Collateral Agent may otherwise at any time 

  

 25 








 
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 Issuer 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 Issuer. 
  
 ARTICLE V 
  
 COVENANTS OF THE ISSUER 
  
 Section 5.01. Preservation of Spread Account Agreement Collateral. Subject to the rights, powers and authorities granted to the Collateral Agent
and the Controlling Party in this Agreement, the Issuer shall take such action as is necessary and proper with respect to the Spread Account Agreement Collateral in order to preserve and maintain such Spread Account Agreement Collateral and to cause
(subject to the rights of the Issuer Secured Parties) the Collateral Agent to perform its obligations with respect to such Spread Account Agreement Collateral as provided herein including, without limitation, filing UCC-1’s on the Spread
Account and investments therein. The Issuer 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 Spread Account Agreement 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. 
  
 Section 5.02.
Notices. In the event that the Issuer acquires knowledge of the occurrence and continuance of any Insurance Agreement Event of Default or Event of Default under the Indenture or of any event of default or like event, howsoever described or
called, under any of the Basic Documents, the Issuer shall immediately give written notice thereof to the Collateral Agent and each Issuer Secured Party. 
  
 Section 5.03. Waiver of Stay or Extension Laws; Marshalling of Assets. The Issuer 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 Spread Account Agreement Collateral or any part thereof, or the possession thereof by any purchaser at any sale under Article Seven; and the Issuer, 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 Issuer, for itself and all who may 

  

 26 








 
claim under it, waives, to the fullest extent permitted by applicable law, all right to have the Spread Account Agreement Collateral marshaled upon any
foreclosure or other disposition thereof. 
  
 Section 5.04.
Noninterference, etc. The Issuer shall not (i) waive or alter any of its rights under the Spread Account Agreement Collateral (or any agreement or instrument relating thereto) without the prior written consent of the Controlling Party, (ii) fail
to pay any tax, assessment, charge or fee levied or assessed against the Spread Account Agreement Collateral, or to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the Issuer’s right,
title or interest in and to the Spread Account Agreement Collateral or the Collateral Agent’s lien on, and security interest in, the Spread Account Agreement Collateral for the benefit of the Issuer 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 Basic Documents. 
  
 Section 5.05. Issuer Changes. 
  
 (a) Change in Name, Structure, etc. The Issuer shall not change its name, identity or corporate structure unless it shall
have given each Issuer 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. 
  
 (b) Relocation of the
Issuer. The Issuer shall not change its principal executive office or jurisdiction of organization unless it gives each Issuer Secured Party and the Collateral Agent at least 30 days’ prior written notice of any relocation of its
principal executive office. If the Issuer relocates its principal executive office, jurisdiction of organization or principal place of business from Delaware, the Issuer 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 an Opinion of Counsel to the Controlling Party and the Collateral Agent, 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 Spread Account Agreement Collateral shall remain, after such relocation, valid and perfected. 
  

 27 








 ARTICLE VI 
  
 CONTROLLING PARTY; INTERCREDITOR PROVISIONS 
  
 Section 6.01. Appointment of Controlling Party. From and after the Closing Date until the Insurer Termination Date,
the Insurer 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 until the Trustee Termination Date, the Trustee shall be the Controlling
Party. Notwithstanding the foregoing, in the event that an Insurer 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 an Insurer Default and either such Insurer 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, the Insurer shall, upon written notice thereof being duly given to the Collateral Agent, again be the Controlling Party. 
  
 Section 6.02. Controlling Party’s Authority. 
  
 (a) The Issuer hereby irrevocably appoints the Collateral Agent, and any successor to the Collateral Agent
appointed pursuant to Section 4.05, its true and lawful attorney, with full power of substitution, in the name of the Issuer, the Issuer Secured Parties or otherwise, but (subject to Section 2.06) at the expense of the Issuer, 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 but at all such times at the written direction of the Controlling Party, any or all of the following powers with respect to
all or any of the Spread Account Agreement 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) With respect to the Notes and the related Spread Account Agreement Collateral, each Issuer Secured Party hereby irrevocably and
unconditionally constitutes and appoints the Collateral Agent, and any successor to such Collateral Agent appointed pursuant to Section 4.05 from time to time, as the true and lawful attorney-in-fact of the Issuer Secured Parties, 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 Collateral Agent as well as in the name, place and stead of such Issuer Secured Party such acts, things
and 

  

 28 








 
deeds for and on behalf of and in the name of the Issuer Secured Parties under this Agreement which the Issuer Secured Parties could or might do or which may
be necessary, desirable or convenient in the Collateral Agent’s sole discretion with the prior written consent of the Controlling Party or at the written direction of the Controlling Party 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 Spread Account Agreement Collateral, and the enforcement of the rights of the Issuer Secured
Parties hereunder, on behalf of and for the benefit of the Issuer Secured Parties, as their interests may appear. 
  
 Section 6.03. Rights of Issuer Secured Parties. With respect to the Notes and the related Spread Account Agreement Collateral, the Non-Controlling
Party at any time expressly agrees that it shall not assert any rights that it may otherwise have, as an Issuer Secured Party with respect to the Spread Account Agreement Collateral, to direct the maintenance, sale or other disposition of the Spread
Account Agreement Collateral or any portion thereof, notwithstanding the occurrence and continuance of any Default or any non-performance by the Issuer of any obligation owed to such Issuer Secured Party hereunder or under any other Basic Document,
and each party hereto agrees that the Collateral Agent, at the direction of the Controlling Party shall be the only Person entitled to assert and exercise such rights. 
  
 Section 6.04. Degree of Care. 
  
 (a) Collateral Agent. Notwithstanding any term or provision of this Agreement, the Collateral
Agent shall incur no liability to the Issuer for any action taken or omitted by the Collateral Agent in connection with the Spread Account Agreement Collateral, except for any gross negligence, bad faith or willful misconduct on the part of the
Collateral Agent and, further, shall incur no liability to the Non-Controlling Party except for the gross negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The
Collateral Agent shall be completely 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 Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) 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 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 Basic Documents. 
  

 29 








 (b) The Non- Controlling Party. The Non-Controlling Party shall not be
liable to the Issuer 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, the Collateral Agent shall, at the written 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 Issuer Secured Obligations, including, but not limited to, foreclosure upon the Spread Account
Agreement 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 Basic 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 Issuer 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. 
  
 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 Issuer, the Collateral Agent and each of the Issuer 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 Issuer 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 either of the Issuer 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. 
  

 30 








 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 stop 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 the Rating Agency Condition shall have been
satisfied; provided, however, that, notwithstanding the foregoing, for so long as the Insurer shall be the Controlling Party, any amendments, modifications, waivers or supplements hereto, or to the Spread Account Agreement Collateral or Spread
Account or to 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 the Insurer, the Issuer 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 

  

 31 








 
the Collateral Agent, or any of the Issuer Secured Parties, hereunder is unavailable or unenforceable shall not affect in any way the ability of the
Collateral Agent or any of the Issuer 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 Final Scheduled Distribution Date of the Class A-4 and payment of all amounts due to the Insurer under the Insurance Agreement, acquiesce, petition or otherwise invoke or cause
the Issuer or the Seller 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 Issuer or the Seller 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 Issuer or the Seller or all or any part of its respective property or assets or ordering the winding up or liquidation of the affairs of the Issuer or the Seller. The parties agree that damages will be an inadequate
remedy for breach of this covenant and that this covenant may be specifically enforced. 
  

 32 








 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, (b) one Business Day after delivery to an overnight courier, (c) on the date personally delivered to an Authorized Officer of the party to which sent, or (d) on the date transmitted by legible telecopier transmission
with a confirmation of receipt, in all cases addressed to the recipient as follows: 
  

			
	 (a)
	  	 If to the Issuer:

		
	 	  	 AmeriCredit Automobile Receivables Trust 2005-A-X

	 	  	 c/o Wilmington Trust Company

	 	  	 Rodney Square North

	 	  	 1100 North Market Street

	 	  	 Wilmington Delaware 19890-001

	 	  	 Attention: Corporate Trust Administration

		
	 	  	 with a copy to:

		
	 	  	 AmeriCredit Corp.

	 	  	 801 Cherry Street

	 	  	 Suite 3900

	 	  	 Fort Worth, TX 76102

	 	  	 Attention: Chief Financial Officer

		
	 (b)
	  	 If to the Insurer:

		
	 	  	 XL Capital Assurance Inc.

	 	  	 1221 Avenue of the Americas

	 	  	 New York, New York 10020-1001

	 	  	 Re: Policy No. CA 00550A

	 	  	 Attention: Surveillance

	 	  	 Telephone: (212) 478-3400

	 	  	 Facsimile: (212) 478-3597

	 	  	 E-mail: XLCASurveillance@xlgroup.com

		
	 (c)
	  	 If to the Trustee and the Trust Collateral Agent:

		
	 	  	 Wells Fargo Bank, National Association

	 	  	 Sixth Street and Marquette Avenue

	 	  	 MAC N9311-161

	 	  	 Minneapolis, Minnesota 55479

	 	  	 Attention: Corporate Trust Office

	 	  	 Facsimile: (612) 667-3464

		
	 (d)
	  	 If to the Collateral Agent:

		
	 	  	 Wells Fargo Bank, National Association

	 	  	 Sixth Street and Marquette Avenue

	 	  	 MAC N9311-161

	 	  	 Minneapolis, Minnesota 55479

	 	  	 Attention: Corporate Trust Office

	 	  	 Facsimile: (612) 667-3464


  

 33 









			
	 (e)
	  	 If to Moody’s:

		
	 	  	 Moody’s Investors Service, Inc.

	 	  	 ABS Monitoring Department

	 	  	 99 Church Street

	 	  	 New York, New York 10007

		
	 (f)
	  	 If to Standard & Poor’s:

		
	 	  	 via electronic delivery to Servicer_reports@sandp.com.

		
	 	  	 For any information not available in electronic format, send hard copies to:

		
	 	  	 Standard & Poor’s Ratings Services

	 	  	 55 Water Street, 41st floor,

	 	  	 New York, New York 10041-0003

	 	  	 Attention: ABS Surveillance Group


  
 A copy of each notice
given hereunder to any party hereto shall also be given to (without duplication) the Insurer, the Issuer, the Trustee, the Trust Collateral Agent 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 take effect on the Closing Date and shall continue in effect until the Distribution Date
occurring immediately following the Final Termination Date. On the Distribution Date occurring immediately following the Final Termination Date and after giving effect to any withdrawals pursuant to Section 3.03, this Agreement shall terminate, all
obligations of the parties hereunder shall cease and terminate and the Spread Account Agreement Collateral, if any, held hereunder and not to be used or applied in discharge of any obligations of the Issuer in respect of the Issuer Secured
Obligations or otherwise under this Agreement, shall be released to and in favor of the Issuer; 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 Spread Account
Agreement 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 Issuer Secured
Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. 

  

 34 








 (b) The Insurer shall have the right to give participations in its rights under this
Agreement and to enter into contracts of reinsurance with respect to the Note Policy issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be
entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the Insurer) hereunder 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 the Insurer of its obligations
hereunder, under the Basic Documents to which it is a party or under the Note Policy. In addition, nothing contained herein shall restrict the Insurer from assigning to any Person pursuant to any liquidity facility or credit facility any rights of
the Insurer under this Agreement or with respect to any real or personal property or other interests pledged to the Insurer, or in which the Insurer has a security interest, in connection with the transactions contemplated hereby. 
  
 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 Basic 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. Consents to Jurisdiction. Each of the parties hereto irrevocably submits to the non-exclusive 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 Basic 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 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 Basic Documents or the subject matter hereof or thereof may not be litigated in or by such courts. The Issuer hereby irrevocably appoints and designates Wells Fargo Bank, 

  

 35 








 
National Association, as its true and lawful attorney and duly authorized agent for acceptance of service of legal process. The Issuer agrees that service of
such process upon such Person shall constitute personal service of such process upon it. Subject to Section 8.05, 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 Basic Documents against the Issuer or its property in the courts of any jurisdiction. 
  
 Section 8.11. Determination of Adverse Effect. Any determination of an adverse effect on the interest of the Issuer Secured Parties or the
Noteholders shall be made without consideration of the availability of funds under the Note Policy. 
  
 Section 8.12. Headings. The headings of articles, 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 8.13. 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 BASIC 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 BASIC DOCUMENTS TO WHICH IT IS A PARTY, BY AMONG OTHER THINGS, THIS WAIVER. 
  
 Section 8.14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  
 Section 8.15. 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 8.16. Limitation of Liability. 
  
 (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by
Wilmington Trust Company 

  

 36 








 
not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Company in its individual
capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles V, VI and VII of the Trust Agreement. 
  
 (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and
delivered by Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacities as Collateral Agent, Trustee and Trust Collateral Agent and in no event shall Wells Fargo Bank, National Association, have any liability
for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of
the Issuer. 
  
 [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]

  

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

			
	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-A-X, as Issuer
	
	By:  WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust.
		
	 By:
	 	 /s/ Heather L. Williamson


	 Title:
	 	 Financial Services Officer

	
	XL CAPITAL ASSURANCE INC., as Insurer
		
	 By:
	 	 /s/ Linda Kobrin


	 Title:
	 	 Managing Director

	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, as Trust Collateral Agent and as Collateral Agent
		
	 By:
	 	 /s/ Marianna C. Stershic


	 Title:
	 	 Vice President



  
 Accepted and Agreed with respect
to Sections 3.06, 4.06 and 4.07: 
  

			
	 AMERICREDIT FINANCIAL SERVICES, INC.

		
	 By:
	 	 /s/ Susan B. Sheffield


	 Title:
	 	 Senior Vice President, Structured Finance


  
 AmeriCredit Automobile Receivables
Trust 2005-A-X 
 Spread Account Agreement Signature Page 







 EXHIBIT A 
  

NOTICE OF RELATED SERIES 
  
 Wells Fargo Bank, National Association 
 Sixth Street and Marquette Avenue

 MAC N9311-161 
 Minneapolis, Minnesota 55479 
 Attention: Corporate Trust Office 
 Facsimile: (612) 667-3464 
  
 Ladies and Gentlemen: 
  
 For purposes of the Spread Account Agreement dated as of January 27, 2005 (as amended, the “Agreement”) among
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-A-X, as issuer, XL CAPITAL ASSURANCE INC., as insurer (the “ Insurer” ), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee, as trust collateral agent and as collateral agent (in such
capacity, the “ Collateral Agent” ), the Insurer hereby notifies the Collateral Agent that the transaction described below is a Related Series (as defined in the Agreement). 
  
 Related Series: [DESCRIBE TRANSACTION] 
  
 Related Series Collateral Agent: [INSERT NAME AND NOTICE ADDRESS OF RELATED SERIES COLLATERAL AGENT]. 
  
 Related Series Spread Account Agreement: [Spread Account Agreement dated as
of                     , 20     among the Insurer,
                        , as issuer, and
                        , as trustee, trust collateral agent and collateral agent]. 
  
 This notice is dated as of
                    , 20    . 
  

			
	XL CAPITAL ASSURANCE INC.
		
	 By
	 	  


	 Title