exv10w5



 





Exhibit 10.5

EXECUTION COPY




 





SPREAD ACCOUNT AGREEMENT




among




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M,

as Issuer,




MBIA INSURANCE CORPORATION,

as Insurer,




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee, as Trust Collateral Agent and as Collateral Agent




Dated as of July 18, 2007



 




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitional Provisions
	 	 	8	 
	 
	 	 	 	 
	ARTICLE II

THE SPREAD ACCOUNT AGREEMENT COLLATERAL
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Grant of Security Interest by the Issuer
	 	 	8	 
	Section 2.02. Priority
	 	 	9	 
	Section 2.03. Issuer Remains Liable
	 	 	9	 
	Section 2.04. Delivery and Maintenance of Spread Account Agreement Collateral
	 	 	9	 
	Section 2.05. Termination and Release of Rights
	 	 	11	 
	Section 2.06. Non-Recourse Obligations of Issuer
	 	 	11	 
	 
	 	 	 	 
	ARTICLE III

SPREAD ACCOUNT
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Establishment of Spread Account; Initial Deposit
into Spread Account; Maintenance of Spread Account
	 	 	12	 
	Section 3.02. Investments
	 	 	12	 
	Section 3.03. Payments; Priority of Payments
	 	 	14	 
	Section 3.04. General Provisions Regarding Spread Account
	 	 	15	 
	Section 3.05. Reports by the Collateral Agent
	 	 	16	 
	Section 3.06. Cash Collateralized Receivables
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV

THE COLLATERAL AGENT
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Appointment and Powers
	 	 	17	 
	Section 4.02. Performance of Duties
	 	 	17	 
	Section 4.03. Limitation on Liability
	 	 	17	 
	Section 4.04. Reliance upon Documents
	 	 	18	 
	Section 4.05. Successor Collateral Agent
	 	 	18	 
	Section 4.06. Indemnification
	 	 	20	 
	Section 4.07. Compensation and Reimbursement
	 	 	20	 
	Section 4.08. Representations and Warranties of the Collateral Agent
	 	 	20	 
	Section 4.09. Waiver of Setoffs
	 	 	21	 
	Section 4.10. Control by the Controlling Party
	 	 	21	 






 









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE V

COVENANTS OF THE ISSUER
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Preservation of Spread Account Agreement Collateral
	 	 	21	 
	Section 5.02. Notices
	 	 	22	 
	Section 5.03. Waiver of Stay or Extension Laws; Marshalling of Assets
	 	 	22	 
	Section 5.04. Noninterference, etc
	 	 	22	 
	Section 5.05. Issuer Changes
	 	 	22	 
	 
	 	 	 	 
	ARTICLE VI

CONTROLLING PARTY; INTERCREDITOR PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Appointment of Controlling Party
	 	 	23	 
	Section 6.02. Controlling Party’s Authority
	 	 	23	 
	Section 6.03. Rights of Issuer Secured Parties
	 	 	24	 
	Section 6.04. Degree of Care
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VII

REMEDIES UPON DEFAULT
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. Remedies upon a Default
	 	 	25	 
	Section 7.02. Waiver of Default
	 	 	25	 
	Section 7.03. Restoration of Rights and Remedies
	 	 	25	 
	Section 7.04. No Remedy Exclusive
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VIII

MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 8.01. Further Assurances
	 	 	26	 
	Section 8.02. Waiver
	 	 	26	 
	Section 8.03. Amendments; Waivers
	 	 	26	 
	Section 8.04. Severability
	 	 	27	 
	Section 8.05. Nonpetition Covenant
	 	 	27	 
	Section 8.06. Notices
	 	 	27	 
	Section 8.07. Term of this Agreement
	 	 	29	 
	Section 8.08. Assignments; Third-Party Rights; Reinsurance
	 	 	29	 
	Section 8.09. Consent of Controlling Party
	 	 	29	 
	Section 8.10. Consents to Jurisdiction
	 	 	30	 
	Section 8.11. Determination of Adverse Effect
	 	 	30	 
	Section 8.12. Headings
	 	 	30	 
	Section 8.13. Trial By Jury Waived
	 	 	30	 
	Section 8.14. Governing Law
	 	 	31	 
	Section 8.15. Counterparts
	 	 	31	 
	Section 8.16. Limitation of Liability
	 	 	31	 






ii 









 





SPREAD ACCOUNT AGREEMENT




     This SPREAD ACCOUNT AGREEMENT, dated as of July 18, 2007 (this “Agreement”), is among
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M, as issuer (the “Issuer”), MBIA INSURANCE
CORPORATION, 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 July 6, 2007 as
amended and restated as of July 18, 2007 (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 July 18, 2007, (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 July 18, 2007, (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 Original 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 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 payments 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.



     “Delinquent Receivable” means a Receivable with respect to which 10% or more of a scheduled
payment is more than sixty (60) days past due (excluding (i) Receivables which the



2









 







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 Original Pool Balance.



     “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 2007-C-M.



     “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 after the Closing Date:	 	Percentage
	1st through 3rd
	 	 	1.99	%
	4th through 6th
	 	 	3.22	%
	7th through 9th
	 	 	4.50	%
	10th through 12th
	 	 	5.78	%
	13th through 15th
	 	 	7.49	%
	16th through 18th
	 	 	8.66	%
	19th through 21st
	 	 	10.30	%
	22nd through 24th
	 	 	11.24	%
	25th through 27th
	 	 	11.94	%
	28th through 30th
	 	 	12.88	%
	31st through 33rd
	 	 	13.81	%
	34th through 36th
	 	 	14.28	%
	37th and thereafter
	 	 	14.75	%






3









 






     “Level 1 Delinquency Test” means, for any Distribution Date specified below, 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, provided however, that each
such percentage shall be increased by 0.25% with respect to each Distribution Date that occurs in
the months of November through April:



	 	 	 	 	 
	Distribution Date occurring after the Closing Date:	 	Percentage
	1st through 12th
	 	 	4.00	%
	13th through 24th
	 	 	5.00	%
	25th through 30th
	 	 	5.50	%
	31st through 36th
	 	 	6.00	%
	37th and thereafter
	 	 	6.75	%






     “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 after the Closing Date:	 	Percentage
	1st through 3rd
	 	 	3.31	%
	4th through 5th
	 	 	5.45	%
	6th
	 	 	5.74	%
	7th through 9th
	 	 	8.13	%
	10th through 12th
	 	 	9.86	%
	13th through 15th
	 	 	11.83	%
	16th through 18th
	 	 	14.31	%
	19th through 21st
	 	 	15.93	%
	22nd through 24th
	 	 	17.33	%
	25th through 27th
	 	 	19.21	%
	28th through 30th
	 	 	20.61	%
	31st through 33rd
	 	 	22.25	%
	34th through 36th
	 	 	23.42	%
	37th through 39th
	 	 	24.59	%
	40th through 42nd
	 	 	25.30	%
	43rd and thereafter
	 	 	26.00	%






4









 





     “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 opposite such Distribution Date:



	 	 	 	 	 
	Distribution Date occurring after the Closing Date:	 	Percentage
	1st through 3rd
	 	 	2.38	%
	4th through 6th
	 	 	3.85	%
	7th through 9th
	 	 	5.38	%
	10th through 12th
	 	 	6.90	%
	13th through 15th
	 	 	8.95	%
	16th through 18th
	 	 	10.34	%
	19th through 21st
	 	 	12.30	%
	22nd through 24th
	 	 	13.43	%
	25th through 27th
	 	 	14.26	%
	28th through 30th
	 	 	15.38	%
	31st through 33rd
	 	 	16.50	%
	34th through 36th
	 	 	17.06	%
	37th and thereafter
	 	 	17.62	%






     “Level 2 Delinquency Test” means, for any Distribution Date specified below, 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:



	 	 	 	 	 
	Distribution Date occurring after the Closing Date:	 	Percentage
	1st through12th
	 	 	6.00	%
	13th through 24th
	 	 	6.50	%
	25th and thereafter
	 	 	7.00	%






     “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 opposite
such Distribution Date:



5









 





	 	 	 	 	 
	Distribution Date occurring after the Closing Date:	 	Percentage
	1st through 3rd
	 	 	3.92	%
	4th through 5th
	 	 	6.45	%
	6th
	 	 	6.79	%
	7th through 9th
	 	 	9.62	%
	10th through 12th
	 	 	11.67	%
	13th through 15th
	 	 	14.00	%
	16th through 18th
	 	 	16.93	%
	19th through 21st
	 	 	18.85	%
	22nd through 24th
	 	 	20.51	%
	25th through 27th
	 	 	22.73	%
	28th through 30th
	 	 	24.39	%
	31st through 33rd
	 	 	26.33	%
	34th through 36th
	 	 	27.72	%
	37th through 39th
	 	 	29.10	%
	40th through 42nd
	 	 	29.94	%
	43rd and thereafter
	 	 	30.77	%






     “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” means, with respect to a Liquidated Receivable, all amounts realized
with respect to such Receivable including (1) proceeds from the disposition of the underlying
financed vehicles; (2) any related insurance proceeds; (3) other monies received from the obligor
that are allocable to principal and interest due under the automobile loan, and (4) with respect to
a Sold Receivable, the related Sale Amount.



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



     “Original Pool Balance” means the Pool Balance as of the Cutoff Date.



     “Outstanding Pool Balance” means the Pool Balance as of the end of the related Collection
Period.



     “Overcollateralization Amount” means 11.00%; provided, however, if each of the Step-Down
Conditions are satisfied on any of the Distribution Dates set forth in the following table, the
Overcollateralization Amount for such Distribution Date shall equal the amount in the



6









 







following table, and shall apply until all Step-Down Conditions are met on a subsequent
Distribution Date set forth in the following table:



	 	 	 	 	 
	Distribution Date occurring in:	 	Overcollateralization Amount
	January 2009
	 	 	10.50	%
	July 2009
	 	 	9.50	%
	January 2010 and thereafter
	 	 	8.50	%






     “Requisite Amount” means an amount equal to 2.0% of the Original 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 no Level 1 Trigger Event has
occurred for three consecutive months) the Requisite Amount shall be equal to the greater of (x)
6.0% of the Outstanding Pool Balance or (y) 4.0% of the Aggregate Principal Balance as of the
Cutoff Date; 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 Pool Balance.



     “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” shall be satisfied as of each Distribution Date if each of the
following conditions are met on such Distribution Date: (a) no Insurance Agreement Event of
Default shall have occurred; (b) all amounts owed to the Insurer under the Basic Documents have
been paid in full; (c) immediately prior to and after giving effect to any reduction in the
Overcollateralization Amount, (i) the Spread Account is at the Requisite Amount and (ii) the Pro
Forma Note Balance is less than or equal to the Required Pro Forma Note Balance; (d) with respect
any Distribution Date in the table below, (i) MBIA, upon its request to the Rating Agencies, shall
have received adequate evidence that the initial underlying credit rating and capital charge with
respect to the notes has not decreased since the Closing Date and will not decrease upon giving
effect to such reduction in the Overcollateralization Amount, (ii) the arithmetic average of the
monthly Delinquency Ratios for the three immediately preceding Collection Periods is less than the
percentage set forth opposite such Distribution Date, (iii) the Cumulative Net Loss Ratio for the
related Collection Period is less than the percentage set forth opposite such Distribution Date,
and (iv) the Gross Default Ratio for the related Collection Period is less than the percentage set
forth opposite such Distribution Date; and (e) the arithmetic



7









 







average of the Monthly Extension Rates for the three immediately preceding consecutive
calendar months is less than 3.00%:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution Date 	 	Three-Month Average	 	Cumulative	 	 
	occurring in:	 	Delinquency Ratio	 	Net Loss Ratio	 	Gross Default Ratio
	January 2009
	 	 	3.50	%	 	 	4.70	%	 	 	8.25	%
	July 2009
	 	 	4.00	%	 	 	6.40	%	 	 	11.15	%
	January 2010
	 	 	4.50	%	 	 	7.70	%	 	 	13.35	%






     “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):



8









 






     (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);




     (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



9









 







Agreement Collateral and related documentation in its possession separate and apart
from all other property that it is holding in its possession and from its own general assets
and shall maintain accurate records pertaining to the 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
record-keeping. 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 one Business
Day’s prior written notice. The costs and expenses associated with any such inspection will
be paid by the party making such inspection.




     (c) All Spread Account Agreement Collateral shall be transferred to the Collateral
Agent on behalf of the Issuer Secured Parties 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 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.



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     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 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.



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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
MBIA Insurance Corporation and Wells Fargo Bank, National Association, as Trustee and Trust
Collateral Agent Re: AmeriCredit Automobile Receivables Trust 2007-C-M, Class A Asset-Backed
Notes Series 2007-C-M” (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.




     (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



12









 







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 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.



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     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 calculations 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;




     (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) [Reserved];




     (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;




     (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;



     On such Distribution Date, 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) 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



14









 






     (ii) any funds in the Spread Account (excluding 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 Note
Distribution 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 (x) of
Section 5.7(a) of the Sale and Servicing Agreement;




     (E) to the Backup Servicer, any indemnification amounts payable by the
Servicer to the Backup Servicer to the extent not paid by the Servicer; and




     (F) 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
permitted under applicable law, (i) any



15









 







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, 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 Original
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 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.



16









 






     (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).



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 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. The Collateral Agent shall not be required to take any discretionary actions
hereunder except at the written direction and with indemnification satisfactory to it from the
Controlling Party.



     Section 4.03. Limitation on Liability. Neither the Collateral Agent nor any of its directors,
officers or employees shall be liable for any action taken or omitted to be taken by it or them
hereunder, or in connection herewith, except that the Collateral Agent shall be liable for its
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



17









 







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
connection with the Spread Account Agreement Collateral, except for the negligence or willful
misconduct on the part of the Collateral Agent, and, further, shall incur no liability to the
Issuer Secured Parties except for 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 negligence on its part,
the Collateral Agent shall be entitled to rely on any communication, instrument, paper or other
document reasonably believed by it to be genuine and correct and to have been signed or sent by the
proper Person or Persons and shall have no liability in acting, or omitting to act, where such
action or omission to act is in reasonable reliance upon any statement or opinion contained in any
such document or instrument.



     Section 4.05. Successor Collateral Agent.




     (a) 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
and is acceptable to the Insurer) 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.




     (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



18









 







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 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



19









 







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
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 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.



     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.



20









 






     (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 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-1s 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



21









 




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 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 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,



22









 







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.



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
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 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



23









 







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 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 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 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 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.




     (b) Controlling Party. Notwithstanding any term or provision of this Agreement, the
Controlling Party shall incur no liability to the Issuer, Seller, Servicer or



24









 







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




     (c) 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



25









 







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.



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



26









 







affect the Collateral Agent) but shall in no circumstances require the consent of the Trustee
or the Noteholders.



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



     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 2007-C-M

c/o Wilmington Trust Company

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration






27









 






	 	 	 
	(b)

	 	If to the Insurer:
	 
	 	 
	 

	 	MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: Insured Portfolio Management — Structured Finance

(AmeriCredit Automobile Receivables Trust 2007-C-M)
	 
	 	 
	 

	 	(in each case in which notice or other communication to the Insurer
refers to a Default or a claim on the Policy or in which failure on the part
of the Insurer to respond shall be deemed to constitute consent or
acceptance, then with a copy to the attention of the General Counsel marked
to reflect “Urgent Materials Enclosed”)
	 
	 	 
	(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

Facsimile number: (612) 667-3464

Attention: AmeriCredit Automobile Receivables Trust 2007-C-M
	 
	 	 
	(d)

	 	If to the Collateral Agent:
	 
	 	 
	 

	 	Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

Facsimile number: (612) 667-3464

Attention: AmeriCredit Automobile Receivables Trust 2007-C-M
	 
	 	 
	(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:
	 
	 	 
	 

	 	Standard & Poor’s Ratings Services, a division of

The McGraw Hill Companies, Inc.

55 Water Street, 40th Floor

New York, New York 10041

Attention: Asset-Backed Surveillance Department






28









 






     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.




     (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.



29









 





     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, National
Association, as its true and lawful attorney and duly authorized agent for acceptance of service of
legal process relating hereto. 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.



30









 





     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 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]




31









 








     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 2007-C-M,
as Issuer



By: WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee on behalf of the
Trust.

 	 
	 	By:  	/s/ Jennifer A. Luce
 	 
	 	Title:      Sr. Financial Services Officer 	 
	 	 	 	 
	 
	 	MBIA INSURANCE CORPORATION, as Insurer

 	 
	 	By:  	/s/ Stephanie Taylor Ciavarello
 	 
	 	Title: Assistant Secretary 	 
	 	 	 	 
	 
	 	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: 

Title:

	 	/s/ Sheli D. Fitzgerald
 

Vice-President, Structured Finance
	 	 






AmeriCredit 2007-C-M

Spread Account Agreement Signature Page