exv4w3



 





Exhibit 4.3

EXECUTION COPY




 





SALE AND SERVICING

AGREEMENT




among




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M,




Issuer,




AFS SENSUB CORP.,




Seller,




AMERICREDIT FINANCIAL SERVICES, INC.,




Servicer,




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,




Backup Servicer and Trust Collateral Agent




Dated as of July 18, 2007




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I Definitions
	 	 	1	 
	SECTION 1.1. Definitions
	 	 	1	 
	SECTION 1.2. Other Definitional Provisions
	 	 	21	 
	 
	 	 	 	 
	ARTICLE II Conveyance of Receivables
	 	 	22	 
	SECTION 2.1. Conveyance of Receivables
	 	 	22	 
	SECTION 2.2. [Reserved]
	 	 	23	 
	SECTION 2.3. Further Encumbrance of Trust Property
	 	 	23	 
	SECTION 2.4. Intention of the Parties
	 	 	24	 
	 
	 	 	 	 
	ARTICLE III The Receivables
	 	 	25	 
	SECTION 3.1. Representations and Warranties of Seller
	 	 	25	 
	SECTION 3.2. Repurchase upon Breach
	 	 	25	 
	SECTION 3.3. Custody of Receivable Files
	 	 	26	 
	 
	 	 	 	 
	ARTICLE IV Administration and Servicing of Receivables
	 	 	27	 
	SECTION 4.1. Duties of the Servicer
	 	 	27	 
	SECTION 4.2. Collection of Receivable Payments; Modifications of Receivables; Lockbox Agreements
	 	 	28	 
	SECTION 4.3. Realization upon Receivables
	 	 	31	 
	SECTION 4.4. Insurance
	 	 	33	 
	SECTION 4.5. Maintenance of Security Interests in Vehicles
	 	 	34	 
	SECTION 4.6. Covenants, Representations, and Warranties of Servicer
	 	 	35	 
	SECTION 4.7. Purchase of Receivables Upon Breach of Covenant
	 	 	36	 
	SECTION 4.8. Total Servicing Fee; Payment of Certain Expenses by Servicer
	 	 	37	 
	SECTION 4.9. Preliminary Servicer’s Certificate and Servicer’s Certificate
	 	 	37	 
	SECTION 4.10. Annual Statement as to Compliance, Notice of Servicer Termination Event
	 	 	38	 
	SECTION 4.11. Annual Independent Public Accountants’ Reports
	 	 	39	 
	SECTION 4.12. Access to Certain Documentation and Information Regarding Receivables
	 	 	40	 
	SECTION 4.13. Monthly Tape
	 	 	40	 
	SECTION 4.14. [Reserved]
	 	 	41	 
	 
	 	 	 	 
	ARTICLE V Trust Accounts; Distributions; Statements to Noteholders
	 	 	41	 
	SECTION 5.1. Establishment of Trust Accounts
	 	 	41	 
	SECTION 5.2. [Reserved]
	 	 	44	 
	SECTION 5.3. Certain Reimbursements to the Servicer
	 	 	44	 
	SECTION 5.4. Application of Collections
	 	 	45	 
	SECTION 5.5. Withdrawals from Spread Account
	 	 	45	 
	SECTION 5.6. Additional Deposits
	 	 	46	 
	SECTION 5.7. Distributions
	 	 	46	 
	SECTION 5.8. Note Distribution Account
	 	 	48	 






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	 	 	Page	 
	SECTION 5.9. [Reserved]
	 	 	50	 
	SECTION 5.10. Statements to Noteholders
	 	 	50	 
	SECTION 5.11. Optional Deposits by the Insurer
	 	 	51	 
	SECTION 5.12. Determination of LIBOR
	 	 	51	 
	 
	 	 	 	 
	ARTICLE VI The Note Policy
	 	 	52	 
	SECTION 6.1. Claims Under Note Policy
	 	 	52	 
	SECTION 6.2. Preference Claims Under Note Policy
	 	 	53	 
	SECTION 6.3. Surrender of Note Policy
	 	 	54	 
	 
	 	 	 	 
	ARTICLE VII The Seller
	 	 	54	 
	SECTION 7.1. Representations of Seller
	 	 	54	 
	SECTION 7.2. Corporate Existence
	 	 	56	 
	SECTION 7.3. Liability of Seller; Indemnities
	 	 	56	 
	SECTION 7.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller
	 	 	57	 
	SECTION 7.5. Limitation on Liability of Seller and Others
	 	 	58	 
	SECTION 7.6. Ownership of the Certificates or Notes
	 	 	58	 
	 
	 	 	 	 
	ARTICLE VIII The Servicer
	 	 	58	 
	SECTION 8.1. Representations of Servicer
	 	 	58	 
	SECTION 8.2. Liability of Servicer; Indemnities
	 	 	60	 
	SECTION 8.3. Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer
	 	 	62	 
	SECTION 8.4. Limitation on Liability of Servicer, Backup Servicer and Others
	 	 	63	 
	SECTION 8.5. Delegation of Duties
	 	 	64	 
	SECTION 8.6. Servicer and Backup Servicer Not to Resign
	 	 	64	 
	 
	 	 	 	 
	ARTICLE IX Default
	 	 	65	 
	SECTION 9.1. Servicer Termination Event
	 	 	65	 
	SECTION 9.2. Consequences of a Servicer Termination Event
	 	 	66	 
	SECTION 9.3. Appointment of Successor
	 	 	67	 
	SECTION 9.4. Notification to Noteholders
	 	 	68	 
	SECTION 9.5. Waiver of Past Defaults
	 	 	68	 
	 
	 	 	 	 
	ARTICLE X Termination
	 	 	69	 
	SECTION 10.1. Optional Purchase of All Receivables
	 	 	69	 
	 
	 	 	 	 
	ARTICLE XI Administrative Duties of the Servicer
	 	 	70	 
	SECTION 11.1. Administrative Duties
	 	 	70	 
	SECTION 11.2. Records
	 	 	72	 
	SECTION 11.3. Additional Information to be Furnished to the Issuer
	 	 	72	 
	 
	 	 	 	 
	ARTICLE XII Miscellaneous Provisions
	 	 	72	 
	SECTION 12.1. Amendment
	 	 	72	 
	SECTION 12.2. Protection of Title to Trust
	 	 	74	 
	SECTION 12.3. Notices
	 	 	75	 






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	 	 	Page	 
	SECTION 12.4. Assignment
	 	 	76	 
	SECTION 12.5. Limitations on Rights of Others
	 	 	76	 
	SECTION 12.6. Severability
	 	 	77	 
	SECTION 12.7. Separate Counterparts
	 	 	77	 
	SECTION 12.8. Headings
	 	 	77	 
	SECTION 12.9. Governing Law
	 	 	77	 
	SECTION 12.10. Assignment to Trustee
	 	 	77	 
	SECTION 12.11. Nonpetition Covenants
	 	 	77	 
	SECTION 12.12. Limitation of Liability of Owner Trustee and Trustee
	 	 	78	 
	SECTION 12.13. Independence of the Servicer
	 	 	78	 
	SECTION 12.14. No Joint Venture
	 	 	78	 
	SECTION 12.15. Replacement Swap Agreement
	 	 	78	 
	SECTION 12.16. State Business Licenses
	 	 	79	 






	 	 	 
	SCHEDULES
	 	 
	Schedule A

	 	Schedule of Receivables
	Schedule B

	 	Representations and Warranties of the Seller and the Servicer
	Schedule C

	 	Servicing Policies and Procedures
	 
	 	 
	EXHIBITS
	 	 
	Exhibit A

	 	Form of Servicer’s Certificate
	Exhibit B

	 	Form of Preliminary Servicer’s Certificate






iii









 






          SALE AND SERVICING AGREEMENT dated as of July 18, 2007, among AMERICREDIT AUTOMOBILE
RECEIVABLES TRUST 2007-C-M, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a
Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware
corporation (the “Servicer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, in its capacity as Backup Servicer and Trust Collateral Agent.




          WHEREAS the Issuer desires to purchase a portfolio of receivables arising in connection with
motor vehicle retail installment sale contracts made by AmeriCredit Financial Services, Inc. or
acquired by AmeriCredit Financial Services, Inc. through motor vehicle dealers and third party
lenders;




          WHEREAS the Seller has purchased such receivables from AmeriCredit Financial Services, Inc.
and is willing to sell such receivables to the Issuer;




          WHEREAS the Servicer is willing to service all such receivables;




          WHEREAS the Backup Servicer is willing to provide backup servicing for all such receivables;




          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto agree as follows:




ARTICLE I




Definitions




          SECTION 1.1. Definitions. Whenever used in this Agreement, the following words and phrases shall have
the following meanings:




          “Accelerated Payment Amount Shortfall” means, with respect to any Distribution Date,
the excess, if any, of (i) the excess, if any, on such Distribution Date of the Pro Forma Note
Balance for such Distribution Date over the Required Pro Forma Note Balance for such Distribution
Date over (ii) the excess of the amount of Available Funds on such Distribution Date over the
amounts payable on such Distribution Date pursuant to Section 5.7(a)(i) through (a)(vii).




          “Accelerated Payment Amount Shortfall Deposit” means, with respect to any Distribution
Date, any amount withdrawn from the Spread Account as an Accelerated Payment Amount Shortfall and
deposited to the Collection Account pursuant to Sections 5.5(b) and 5.6.




          “Accelerated Payment Shortfall Notice” means, with respect to any Distribution Date, a
written notice specifying the Accelerated Payment Amount Shortfall for such Distribution Date.




 









 








          “Accelerated Principal Amount” for a Distribution Date will equal the lesser of:





     (x) the sum of (i) the excess, if any, of the amount of the total Available Funds on
such Distribution Date over the amounts payable on such Distribution Date pursuant to
clauses (i) through (vii) of Section 5.7(a) hereof plus (ii) amounts, if any, available in
accordance with the terms of the Spread Account Agreement; and




     (y) the excess, if any, on such Distribution Date of (i) the Pro Forma Note Balance
for such Distribution Date over (ii) the Required Pro Forma Note Balance for such
Distribution Date.



          “Accountants’ Report” means the report of a firm of nationally recognized Independent
Accountants described in Section 4.11.




          “Accounting Date” means, with respect to any Collection Period the last day of such
Collection Period.




          “Additional Funds Available” means, with respect to any Distribution Date, the sum of
(i) the Spread Account Claim Amount, if any, received by the Trust Collateral Agent with respect to
such Distribution Date plus (ii) the Insurer Optional Deposit, if any, received by the Trust
Collateral Agent with respect to such Distribution Date.




          “Affiliate” means, with respect to any specified Person, any other Person controlling
or controlled by or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.




          “Aggregate Principal Balance” means, with respect to any date of determination, the
sum of the Principal Balances for all Receivables (other than (i) any Receivable that became a
Liquidated Receivable prior to the end of the related Collection Period and (ii) any Receivable
that became a Purchased Receivable prior to the end of the related Collection Period) as of the
date of determination.




          “Agreement” means this Sale and Servicing Agreement, as the same may be amended and
supplemented from time to time.




          “AmeriCredit” means AmeriCredit Financial Services, Inc.




          “Amount Financed” means, with respect to a Receivable, the aggregate amount advanced
under such Receivable toward the purchase price of the Financed Vehicle and any related costs,
including amounts advanced in respect of accessories, insurance premiums, service contracts, car
club and warranty contracts, other items customarily financed as part of motor vehicle retail
installment sale contracts or promissory notes, and related costs.




          “Annual Percentage Rate” or “APR” of a Receivable means the annual percentage
rate of finance charges or service charges, as stated in the related Contract.




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          “Auto Loan Purchase and Sale Agreement” means any agreement between a Third-Party
Lender and AmeriCredit relating to the acquisition of Receivables from a Third Party Lender by
AmeriCredit.




          “Available Funds” means, with respect to any Distribution Date, the sum of (i) the
Collected Funds for the related Collection Period, (ii) all Purchase Amounts deposited in the
Collection Account during the related Collection Period, plus Investment Earnings with respect to
the Trust Accounts for the related Collection Period, (iii) following the acceleration of the Notes
pursuant to Section 5.2 of the Indenture, the amount of money or property collected pursuant to
Section 5.3 of the Indenture since the preceding Distribution Date by the Trust Collateral Agent or
Controlling Party for distribution pursuant to Section 5.6 and Section 5.8 of the Indenture, (iv)
the proceeds of any purchase or sale of the assets of the Trust described in Section 10.1 hereof,
and (v) any amounts received by the Trust Collateral Agent pursuant to the Swap Agreement with
respect to the Class A-3-B Notes or the Class A-4-B Notes (less any amounts to be used to enter
into a replacement swap agreement and included in Available Funds pursuant to Section 5.1(i) of
this Agreement).




          “Backup Servicer” means Wells Fargo Bank, National Association.




          “Base Servicing Fee” means, with respect to any Collection Period, the fee payable to
the Servicer for services rendered during such Collection Period, which shall be equal to the the
product of (i) the Servicing Fee Rate times (ii) the aggregate Principal Balance of the Receivables
as of the opening of business on the first day of such Collection Period (or in the case of the
first Distribution Date, July 19, 2007) multiplied by (iii) one twelfth (or in the case of the
first Distribution Date, the actual number of days during the Collection Period divided by 360).




          “Basic Documents” means this Agreement, the Certificate of Trust, the Trust Agreement,
the Indenture, the Spread Account Agreement, the Underwriting Agreement, the Lockbox Agreement, the
Insurance Agreement, the Swap Agreement, the Indemnification Agreement, the Custodian Agreement and
other documents and certificates delivered in connection therewith.




          “Business Day” means any day other than a Saturday, a Sunday, legal holiday or other
day on which commercial banking institutions located in Wilmington, Delaware, Fort Worth, Texas,
New York, New York, Minneapolis, Minnesota or any other location of any successor Servicer,
successor Owner Trustee or successor Trust Collateral Agent are authorized or obligated by law,
executive order or governmental decree to be closed.




          “Certificate” means the trust certificate evidencing the beneficial interest of the
Certificateholder in the Trust.




          “Certificateholder” means the Person in whose name the Certificate is registered.




          “Class” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3-A Notes, the
Class A-3-B Notes, the Class A-4-A Notes or the Class A-4-B Notes, as the context requires.




          “Class A-1 Notes” has the meaning assigned to such term in the Indenture.




3









 








          “Class A-2 Notes” has the meaning assigned to such term in the Indenture.




          “Class A-3-A Notes” has the meaning assigned to such term in the Indenture.




          “Class A-3-B Notes” has the meaning assigned to such term in the Indenture.




          “Class A-4-A Notes” has the meaning assigned to such term in the Indenture.




          “Class A-4-B Notes” has the meaning assigned to such term in the Indenture.




          “Closing Date” means July 26, 2007.




          “Collateral Agent” means Wells Fargo Bank, National Association, in its capacity as
Collateral Agent under the Spread Account Agreement.




          “Collateral Insurance” shall have the meaning set forth in Section 4.4(a).




          “Collected Funds” means, with respect to any Collection Period, the amount of funds in
the Collection Account representing collections on the Receivables during such Collection Period,
including all Net Liquidation Proceeds collected during such Collection Period (but excluding any
Purchase Amounts).




          “Collection Account” means the account designated as such, established and maintained
pursuant to Section 5.1.




          “Collection Period” means, with respect to the first Distribution Date, the period
beginning on the close of business on July 18, 2007 and ending on the close of business on July 31,
2007. With respect to each subsequent Distribution Date, “Collection Period” means the period
beginning on the close of business on the last day of the second preceding calendar month and
ending on the close of business on the last day of the immediately preceding calendar month. Any
amount stated “as of the close of business of the last day of a Collection Period” shall give
effect to the following calculations as determined as of the end of the day on such last day: (i)
all applications of collections and (ii) all distributions.




          “Collection Records” means all manually prepared or computer generated records
relating to collection efforts or payment histories with respect to the Receivables.




          “Commission” means the United States Securities and Exchange Commission.




          “Computer Tape” means the computer tapes or other electronic media furnished by the
Servicer to the Issuer and the Insurer and its assigns describing certain characteristics of the
Receivables as of the Cutoff Date.




          “Contract” means a motor vehicle retail installment sale contract or promissory note.




4









 








          “Controlling Party” means the Insurer, so long as no Insurer Default shall have
occurred and be continuing and the Trust Collateral Agent for the benefit of the Noteholders, in
the event an Insurer Default shall have occurred and be continuing.




          “Corporate Trust Office” means (i) with respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee, which at the time of execution of this agreement is
1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration, and (ii) with respect to the Trustee, the Trust Collateral Agent, the Backup
Servicer and the Collateral Agent, the principal office thereof at which at any particular time its
corporate trust business shall be administered, which at the time of execution of this agreement is
Sixth Street and Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479, Attention:
Corporate Trust Office.




          “Cram Down Loss” means, with respect to a Receivable that has not become a Liquidated
Receivable, if a court of appropriate jurisdiction in a proceeding related to an Insolvency Event
shall have issued an order reducing the amount owed on a Receivable or otherwise modifying or
restructuring the Scheduled Receivables Payments to be made on a Receivable, an amount equal to (i)
the excess of the Principal Balance of such Receivable immediately prior to such order over the
Principal Balance of such Receivable as so reduced and/or (ii) if such court shall have issued an
order reducing the effective rate of interest on such Receivable, the excess of the Principal
Balance of such Receivable immediately prior to such order over the net present value (using as the
discount rate the higher of the APR on such Receivable or the rate of interest, if any, specified
by the court in such order) of the Scheduled Receivables Payments as so modified or restructured.
A Cram Down Loss shall be deemed to have occurred on the date of issuance of such order.




          “Custodian” means AmeriCredit and any other Person named from time to time as
custodian in any Custodian Agreement acting as agent for the Trust Collateral Agent, which Person
must be acceptable to the Controlling Party (the Custodian as of the Closing Date is acceptable to
the Insurer as of the Closing Date).




          “Custodian Agreement” means any Custodian Agreement from time to time in effect
between the Custodian named therein, the Insurer and the Trust Collateral Agent, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with the terms thereof,
which Custodian Agreement and any amendments, supplements or modifications thereto shall be
acceptable to the Controlling Party (the Custodian Agreement which is effective on the Closing Date
is acceptable to the Controlling Party).




          “Cutoff Date” means July 18, 2007.




          “Dealer” means a dealer who sold a Financed Vehicle and who originated and assigned
the respective Receivable to AmeriCredit under a Dealer Agreement or pursuant to a Dealer
Assignment.




          “Dealer Agreement” means any agreement between a Dealer and AmeriCredit relating to
the acquisition of Receivables from a Dealer by AmeriCredit.




5









 








          “Dealer Assignment” means, with respect to a Receivable, the executed assignment
executed by a Dealer conveying such Receivable to AmeriCredit.




          “Deficiency Amount” means, for any Distribution Date, an amount equal to the excess,
if any of (a) the sum, without duplication, of (i) the Noteholders’ Interest Distributable Amount,
(ii) the Noteholders’ Parity Deficit Amount for the related Distribution Date and (iii), if such
Distribution Date is the Final Scheduled Distribution Date for any Class, the unpaid principal
amount of such Class over (b) the sum, without duplication, of (i) the amount actually deposited
into the Note Distribution Account on such related Distribution Date (excluding amounts to be drawn
under the Note Policy) and (ii) the Additional Funds Available, if any, for such Distribution Date.




          “Deficiency Notice” shall have the meaning set forth in Section 5.5.




          “Delivery” when used with respect to Trust Account Property means:





     (a) with respect to bankers’ acceptances, commercial paper, negotiable certificates of
deposit and other obligations that constitute “instruments” within the meaning of Section
9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof to the
Trust Collateral Agent by physical delivery to the Trust Collateral Agent endorsed to, or
registered in the name of, the Trust Collateral Agent or endorsed in blank, and, with
respect to a certificated security (as defined in Section 8-102(a)(4) of the UCC), transfer
thereof (i) by delivery thereof to the Trust Collateral Agent of such certificated security
endorsed to, or registered in the name of, the Trust Collateral Agent or (ii) by delivery
thereof to a “clearing corporation” (as defined in Section 8-102(a)(5) of the UCC) and the
making by such clearing corporation of appropriate entries on its books reducing the
appropriate securities account of the transferor and increasing the appropriate securities
account of the Trust Collateral Agent by the amount of such certificated security and the
identification by the clearing corporation of the certificated securities for the sole and
exclusive account of the Trust Collateral Agent (all of the foregoing, “Physical
Property”), and, in any event, any such Physical Property in registered form shall be in
the name of the Trust Collateral Agent or its nominee; and such additional or alternative
procedures as may hereafter become appropriate to effect the complete transfer of ownership
of any such Trust Account Property to the Trust Collateral Agent or its nominee or
custodian, consistent with changes in applicable law or regulations or the interpretation
thereof;




     (b) with respect to any security issued by the U.S. Treasury, the Federal Home Loan
Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry
security held through the Federal Reserve System pursuant to federal book-entry regulations,
the following procedures, all in accordance with applicable law, including applicable
Federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such Trust
Account Property to an appropriate book-entry account maintained with a Federal Reserve Bank
by a securities intermediary that is also a “depository” pursuant to applicable federal
regulations; the making by such securities intermediary of entries in its books and records
crediting such Trust Account Property to the Trust Collateral Agent’s securities account at
the securities intermediary and



6









 







identifying such book-entry security held through the Federal Reserve System pursuant
to federal book-entry regulations as belonging to the Trust Collateral Agent; and such
additional or alternative procedures as may hereafter become appropriate to effect complete
transfer of ownership of any such Trust Account Property to the Trust Collateral Agent,
consistent with changes in applicable law or regulations or the interpretation thereof;




     (c) with respect to any item of Trust Account Property that is an uncertificated
security under Article 8 of the UCC and that is not governed by clause (b) above,
registration on the books and records of the issuer thereof in the name of the Trust
Collateral Agent or its nominee or custodian who either (i) becomes the registered owner on
behalf of the Trust Collateral Agent or (ii) having previously become the registered owner,
acknowledges that it holds for the Trust Collateral Agent; and




     (d) with respect to any item of Trust Account Property that is a financial asset under
Article 8 of the UCC and that is not governed by clause (b) above, causing the securities
intermediary to indicate on its books and records that such financial asset has been
credited to a securities account of the Trust Collateral Agent.



          “Determination Date” means, with respect to any Collection Period the second Business
Day preceding the Distribution Date in the next calendar month, and with respect to the first
Distribution Date, August 2, 2007.




          “Distribution Date” means, with respect to each Collection Period, the sixth day of
the following calendar month, or, if such day is not a Business Day, the immediately following
Business Day, commencing August 6, 2007. If AmeriCredit is no longer acting as Servicer, the
distribution date may be a different day of the month.




          “Draw Date” means, with respect to any Distribution Date, the second Business Day
immediately preceding such Distribution Date.




          “Electronic Ledger” means the electronic master record of the retail installment sales
contracts or installment loans of the Servicer.




          “Eligible Deposit Account” means a segregated trust account with the corporate trust
department of a depository institution acceptable to the Insurer organized under the laws of the
United States of America or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds
deposited in such account, so long as (i) any of the securities of such depository institution have
a credit rating from each Rating Agency in one of its generic rating categories which signifies
investment grade and (ii) such depository institutions’ deposits are insured by the FDIC.




          “Eligible Investments” mean book-entry securities, negotiable instruments or
securities represented by instruments in bearer or registered form which evidence:





     (a) direct obligations of, and obligations fully guaranteed as to timely payment by,
the United States of America;



7









 






     (b) demand deposits, time deposits or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States of America or
any state thereof or the District of Columbia (or any domestic branch of a foreign bank) and
subject to supervision and examination by federal or state banking or depository institution
authorities (including depository receipts issued by any such institution or trust company
as custodian with respect to any obligation referred to in clause (a) above or portion of
such obligation for the benefit of the holders of such depository receipts);
provided, however, that at the time of the investment or contractual
commitment to invest therein (which shall be deemed to be made again each time funds are
reinvested following each Distribution Date), the commercial paper or other short-term
senior unsecured debt obligations (other than such obligations the rating of which is based
on the credit of a Person other than such depository institution or trust company) of such
depository institution or trust company shall have a credit rating from Standard & Poor’s of
A-1+ and from Moody’s of Prime-1;




     (c) commercial paper and demand notes investing solely in commercial paper having, at
the time of the investment or contractual commitment to invest therein, a rating from
Standard & Poor’s of A-1+ and from Moody’s of Prime-1;




     (d) investments in money market funds (including funds for which the Trust Collateral
Agent or the Owner Trustee in each of their individual capacities or any of their respective
Affiliates is investment manager, controlling party or advisor) having a rating from
Standard & Poor’s of AAA-m or AAAm-G and from Moody’s of Aaa and having been approved by the
Insurer;




     (e) bankers’ acceptances issued by any depository institution or trust company referred
to in clause (b) above;




     (f) repurchase obligations with respect to any security that is a direct obligation of,
or fully guaranteed by, the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the United
States of America, in either case entered into with a depository institution or trust
company (acting as principal) referred to in clause (b) above;




     (g) any other investment which would satisfy the Rating Agency Condition and is
consistent with the ratings of the Securities and which, so long as no Insurer Default shall
have occurred and be continuing, has been approved by the Insurer, or any other investment
that by its terms converts to cash within a finite period, if the Rating Agency Condition is
satisfied with respect thereto; and




     (h) cash denominated in United States dollars.



          Any of the foregoing Eligible Investments may be purchased by or through the Owner Trustee or
the Trust Collateral Agent or any of their respective Affiliates.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “FDIC” means the Federal Deposit Insurance Corporation.




          “Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the
August 6, 2008 Distribution Date, (ii) the Class A-2 Notes, the November 8, 2010




8









 







Distribution Date, (iii) the Class A-3-A Notes, the May 7, 2012 Distribution Date, (iv) the
Class A-3-B Notes, the May 7, 2012 Distribution Date, (v) the Class A-4-A Notes, the April 7, 2014
Distribution Date and (vi) the Class A-4-B Notes, the April 7, 2014 Distribution Date.




          “Financed Vehicle” means an automobile or light-duty truck, van or minivan, together
with all accessions thereto, securing an Obligor’s indebtedness under the respective Receivable.




          “Fitch” means Fitch, Inc., or its successor.




          “Force-Placed Insurance” has the meaning ascribed thereto in Section 4.4 hereof.




          “Indemnification Agreement” means the Indemnification Agreement dated as of July 17,
2007, among the Insurer, AmeriCredit and Credit Suisse Securities (USA) LLC, as the Representative
of the Underwriters.




          “Indenture” means the Indenture dated as of July 18, 2007, between the Issuer and
Wells Fargo Bank, National Association, as Trust Collateral Agent and Trustee, as the same may be
amended and supplemented from time to time.




          “Independent Accountants” shall have the meaning set forth in Section 4.11(a).




          “Insolvency Event” means, with respect to a specified Person, (a) the filing of a
petition against such Person or the entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of such Person or any substantial part of its property in
an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator, or similar official for such Person or for any substantial part of its property, or
ordering the winding-up or liquidation or such Person’s affairs, and such petition, decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by
such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by such Person to the entry of an
order for relief in an involuntary case under any such law, or the consent by such Person to the
appointment of or taking possession by, a receiver, liquidator, assignee, custodian, trustee,
sequestrator, or similar official for such Person or for any substantial part of its property, or
the making by such Person of any general assignment for the benefit of creditors, or the failure by
such Person generally to pay its debts as such debts become due, or the taking of action by such
Person in furtherance of any of the foregoing.




          “Insurance Add-On Amount” means the premium charged to the Obligor in the event that
the Servicer obtains Force-Placed Insurance pursuant to Section 4.4.




          “Insurance Agreement” means the Insurance Agreement, dated as of July 18, 2007, among
the Insurer, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Trust, the Seller,
the Servicer, the Custodian, the Backup Servicer and AmeriCredit, as the same may be amended or
supplemented from time to time.




9









 








          “Insurance Agreement Event of Default” means an “Insurance Agreement Event of
Default” as defined in the Insurance Agreement.




          “Insurance Policy” means, with respect to a Receivable, any insurance policy
(including the insurance policies described in Section 4.4 hereof) benefiting the holder of the
Receivable providing loss or physical damage, credit life, credit disability, theft, mechanical
breakdown or similar coverage with respect to the Financed Vehicle or the Obligor.




          “Insurer” means MBIA Insurance Corporation, a New York stock insurance company, or any
successor thereto, as issuer of the Note Policy and the Swap Policy.




          “Insurer Default” means the occurrence and continuance of any of the following events:





     (a) the Insurer shall have failed to make a payment required under the Note Policy in
accordance with its terms;




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




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



          “Insurer Optional Deposit” means, with respect to any Distribution Date, an amount
delivered by the Insurer pursuant to Section 5.11, at its sole option, other than amounts in
respect of an Insured Payment (as defined in the Note Policy), to the Trust Collateral Agent for
deposit into the Collection Account for any of the following purposes: (i) to provide funds in
respect of the payment of fees or expenses of any provider of services to the Trust with respect to
such Distribution Date; or (ii) to include such amount as part of the Additional Funds Available
for such Distribution Date to the extent that without such amount a draw would be required to be
made on the Note Policy or the Swap Policy.




          “Interest Period” means, with respect to any Distribution Date, the period from and
including the most recent Distribution Date on which interest has been paid (or in the case of the
first Distribution Date, from and including the Closing Date) to, but excluding, the following
Distribution Date. In the case of the first Distribution Date, the Interest Period shall be 11
days for the Class A-1 Notes, the Class A-3-B Notes and the Class A-4-B Notes and 10 days for the
Class A-2 Notes, Class A-3-A Notes and Class A-4-A Notes.




10









 








          “Interest Rate” means, with respect to (i) the Class A-1 Notes, 5.3180% per annum
(computed on the basis of a 360-day year and the actual number of days elapsed in the applicable
Interest Period), (ii) the Class A-2 Notes, 5.43% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months), (iii) the Class A-3-A Notes, 5.42% per annum (computed on
the basis of a 360-day year consisting of twelve 30-day months), (iv) the Class A-3-B Notes, LIBOR
plus 0.03% per annum (computed on the basis of a 360-day year and the actual number of days elapsed
in the applicable Interest Period), (v) the Class A-4-A Notes, 5.55% per annum (computed on the
basis of a 360-day year consisting of twelve 30-day months), and (vi) the Class A-4-B Notes, LIBOR
plus 0.08% per annum (computed on the basis of a 360-day year and the actual number of days elapsed
in the applicable Interest Period).




          “Investment Earnings” means, with respect to any date of determination and Trust
Account, the investment earnings on amounts on deposit in such Trust Account on such date.




          “Issuer” means AmeriCredit Automobile Receivables Trust 2007-C-M.




          “Issuer Secured Parties” means each of the Trustee in respect of the Trustee Issuer
Secured Obligations, the Insurer in respect of the Insurer Issuer Secured Obligations and the Swap
Provider in respect of the Swap Provider Issuer Secured Obligations.




          “LIBOR” has the meaning set forth in Section 5.12 hereof.




          “Lien” means a security interest, lien, charge, pledge, equity, or encumbrance of any
kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Receivable
by operation of law as a result of any act or omission by the related Obligor.




          “Lien Certificate” means, with respect to a Financed Vehicle, an original certificate
of title, certificate of lien or other notification issued by the Registrar of Titles of the
applicable state to a secured party which indicates that the lien of the secured party on the
Financed Vehicle is recorded on the original certificate of title. In any jurisdiction in which
the original certificate of title is required to be given to the Obligor, the term “Lien
Certificate” shall mean only a certificate or notification issued to a secured party. For Financed
Vehicles registered in states which issue confirmation of the lienholder’s interest electronically,
the “Lien Certificate” may consist of notification of an electronic recordation by either a third
party service provider or the relevant Registrar of Titles of the applicable state which indicates
that the lien of the secured party on the Financed Vehicle is recorded on the original certificate
of title on the electronic lien and title system of the applicable state.




          “Liquidated Receivable” means, with respect to any Collection Period, a Receivable for
which, as of the last day of the Collection Period (i) 90 days have elapsed since the Servicer
repossessed the Financed Vehicle; provided, however, that in no case shall 10% or
more of a Scheduled Receivables Payment have become 210 or more days delinquent in the case of a
repossessed Financed Vehicle, (ii) the Servicer has determined in good faith that all amounts it
expects to recover have been received, (iii) 10% or more of a Scheduled Receivables Payment shall
have become 120 or more days delinquent, except in the case of a repossessed Financed Vehicle, or
(iv) that is, without duplication, a Sold Receivable.




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          “Liquidation Proceeds” means, with respect to a Liquidated Receivable, all amounts
realized with respect to such Receivable (other than amounts withdrawn from the Spread Account and
drawings under the Note Policy or the Swap Policy), and, with respect to a Sold Receivable, the
related Sale Amount.




          “Lockbox Account” means an account maintained on behalf of the Trust Collateral Agent
by the Lockbox Bank pursuant to Section 4.2(d).




          “Lockbox Agreement” means the Tri-Party Remittance Processing Agreement, dated as of
July 18, 2007, by and among AmeriCredit, JPMorgan Chase Bank, N.A. and the Trust Collateral Agent,
as such agreement may be amended or supplemented from time to time, unless the Trust Collateral
Agent shall cease to be a party thereunder, or such agreement shall be terminated in accordance
with its terms, in which event “Lockbox Agreement” shall mean such other agreement, in form and
substance acceptable to the Controlling Party, among the Servicer, the Trust Collateral Agent and
the Lockbox Bank.




          “Lockbox Bank” means a depository institution named by the Servicer and acceptable to
the Controlling Party.




          “Minimum Sale Price” means (i) with respect to a Receivable (x) that has become 60 to
210 days delinquent or (y) that has become greater than 210 days delinquent and with respect to
which the related Financed Vehicle has been repossessed by the Servicer and has not yet been sold
at auction, the greater of (A) 55% multiplied by the Principal Balance of such Receivable and (B)
the product of the three month rolling average recovery rate (expressed as a percentage) for the
Servicer in its liquidation of all receivables for which it acts as servicer, either pursuant to
this Agreement or otherwise, multiplied by the Principal Balance of such Receivable or (ii) with
respect to a Receivable (x) with respect to which the related Financed Vehicle has been repossessed
by the Servicer and has been sold at auction and the Net Liquidation Proceeds for which have been
deposited in the Collection Account, or (y) that has become greater than 210 days delinquent and
with respect to which the related Financed Vehicle has not been repossessed by the Servicer despite
the Servicer’s diligent efforts, consistent with its servicing obligations, to repossess the
Financed Vehicle, $1.




          “Monthly Extension Rate” means, with respect to any Accounting Date, the fraction,
expressed as a percentage, the numerator of which is the aggregate Principal Balance of Receivables
whose payments are extended during the related Collection Period and the denominator of which is
the aggregate Principal Balance of Receivables as of the immediately preceding Accounting Date.




          “Monthly Records” means all records and data maintained by the Servicer with respect
to the Receivables, including the following with respect to each Receivable: the account number;
the originating Dealer; Obligor name; Obligor address; Obligor home phone number; Obligor business
phone number; original Principal Balance; original term; Annual Percentage Rate; current Principal
Balance; current remaining term; origination date; first payment date; final scheduled payment
date; next payment due date; date of most recent payment; new/used classification; collateral
description; days currently delinquent; number of contract extensions




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(months) to date; amount of Scheduled Receivables Payment; current Insurance Policy expiration
date; and past due late charges.




          “Moody’s” means Moody’s Investors Service, or its successor.




          “Net Liquidation Proceeds” means, with respect to a Liquidated Receivable, Liquidation
Proceeds net of (i) reasonable expenses incurred by the Servicer in connection with the collection
of such Receivable and the repossession and disposition of the Financed Vehicle and (ii) amounts
that are required to be refunded to the Obligor on such Receivable; provided, however, that
the Net Liquidation Proceeds with respect to any Receivable shall in no event be less than zero.




          “Note Distribution Account” means the account designated as such, established and
maintained pursuant to Section 5.1.




          “Note Majority” means a majority by principal amount of the Noteholders.




          “Note Policy” means the financial guaranty insurance policy issued by the Insurer to
the Trust Collateral Agent, as agent for the Trustee, for the benefit of the Noteholders.




          “Note Pool Factor” for each Class of Notes as of the close of business on any date of
determination means a seven-digit decimal figure equal to the outstanding principal amount of such
Class of Notes divided by the original outstanding principal amount of such Class of Notes.




          “Noteholders’ Accelerated Principal Amount” means, with respect to any Distribution
Date, the Noteholders’ Percentage of the Accelerated Principal Amount on such Distribution Date, if
any.




          “Noteholders’ Interest Carryover Amount” means, with respect to any Class of Notes and
any date of determination, all or any portion of the Noteholders’ Interest Distributable Amount for
the Class of Notes for the immediately preceding Distribution Date, which remains unpaid as of such
date of determination, plus interest on such unpaid amount, to the extent permitted by law, at the
respective Interest Rate borne by the applicable Class of Notes from such immediately preceding
Distribution Date to but excluding such date of determination.




          “Noteholders’ Interest Distributable Amount” means, with respect to any Distribution
Date and Class of Notes, the sum of the Noteholders’ Monthly Interest Distributable Amount for such
Distribution Date and each Class of Notes and the Noteholders’ Interest Carryover Amount, if any,
for such Distribution Date and each such Class. Interest on the Class A-1 Notes, Class A-3-B Notes
and Class A-4-B Notes shall be computed on the basis of a 360-day year and the actual number of
days elapsed in the applicable Interest Period. Interest on the Class A-2 Notes, Class A-3-A Notes
and the Class A-4-A Notes shall be computed on the basis of a 360-day year consisting of twelve
30-day months, except with respect to the first Interest Period when it will be calculated on the
basis of a 360-day year and the actual number of days elapsed in the first Interest Period.




          “Noteholders’ Monthly Interest Distributable Amount” means, with respect to any
Distribution Date and any Class of Notes, interest accrued at the respective Interest Rate during




13









 







the applicable Interest Period which interest shall accrue (i) on the principal amount of the
Notes of such Class outstanding as of the end of the prior Distribution Date (or, in the case of
the first Distribution Date, as of the Closing Date) and (ii) calculated (x) for the Class A-1
Notes, Class A-3-B Notes and Class A-4-B Notes on the basis of a 360-day year and the actual number
of days elapsed in the applicable Interest Period and (y) for the Class A-2 Notes, the Class A-3-A
Notes and the Class A-4-A Notes, on the basis of a 360-day year consisting of twelve 30-day months
(without adjustment for the actual number of business days elapsed in the applicable Interest
Period), except with respect to the first Interest Period.




          “Noteholders’ Monthly Principal Distributable Amount” means, with respect to any
Distribution Date, the Noteholders’ Percentage of the Principal Distributable Amount.




          “Noteholders’ Parity Deficit Amount” means, with respect to any Distribution Date, the
excess, if any, of (x) the aggregate remaining principal balance of the Notes outstanding on such
Distribution Date, after giving effect to all reductions in such aggregate principal balance from
sources other than (i) the Additional Funds Available and (ii) the Note Policy over (y) the Pool
Balance at the end of the prior calendar month.




          “Noteholders’ Percentage” means with respect to any Determination Date (i) relating to
a Distribution Date prior to the Distribution Date on which the combined principal amount of the
Class A-4-A Notes and Class A-4-B Notes is reduced to zero, 100%; (ii) relating to the Distribution
Date on which the combined principal amount of the Class A-4-A Notes and Class A-4-B Notes is
scheduled to be reduced to zero, the percentage equivalent of a fraction, the numerator of which is
the outstanding combined principal balance of the Class A-4-A Notes and Class A-4-B Notes that
remain unpaid immediately prior to such Distribution Date, and the denominator of which is the
Principal Distributable Amount for such Distribution Date; and (iii) relating to any other
Distribution Date, 0%.




          “Noteholders’ Principal Carryover Amount” means, as of any date of determination, all
or any portion of the Noteholders’ Principal Distributable Amount from the preceding Distribution
Date which remains unpaid as of such date of determination.




          “Noteholders’ Principal Distributable Amount” means, with respect to any Distribution
Date, (other than the Final Scheduled Distribution Date for any Class of Notes), the sum of the
Noteholders’ Monthly Principal Distributable Amount for such Distribution Date and the Noteholders’
Principal Carryover Amount, if any, as of the close of the preceding Distribution Date. The
Noteholders’ Principal Distributable Amount on the Final Scheduled Distribution Date for any Class
of Notes will equal the sum of (i) the Noteholders’ Monthly Principal Distributable Amount for such
Distribution Date, (ii) the Noteholders’ Principal Carryover Amount as of such Distribution Date,
and (iii) the excess of the outstanding principal amount of such Class of Notes, if any, over the
amounts described in clauses (i) and (ii).




          “Obligor” on a Receivable means the purchaser or co-purchasers of the Financed Vehicle
and any other Person who owes payments under the Receivable.




          “Officers’ Certificate” means a certificate signed by the chief executive officer, the
president, any executive vice president, any senior vice president, any vice president, any




14









 







assistant vice president, any treasurer, any assistant treasurer, any secretary or any
assistant secretary of the Seller or the Servicer, as appropriate.




          “Opinion of Counsel” means a written opinion of counsel reasonably acceptable to the
Insurer, which opinion is satisfactory in form and substance to the Trust Collateral Agent and, if
such opinion or a copy thereof is required by the provisions of this Agreement to be delivered to
the Insurer, to the Insurer.




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




          “Originating Affiliate” means an Affiliate of AmeriCredit that has originated
Receivables and assigned its full interest therein to AmeriCredit.




          “Other Conveyed Property” means all property conveyed by the Seller to the Trust
pursuant to Section 2.1(b) through (i) of this Agreement.




          “Owner Trust Estate” has the meaning assigned to such term in the Trust Agreement.




          “Owner Trustee” means Wilmington Trust Company, not in its individual capacity but
solely as Owner Trustee under the Trust Agreement, its successors in interest or any successor
Owner Trustee under the Trust Agreement.




          “Person” means any individual, corporation, estate, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.




          “Physical Property” has the meaning assigned to such term in the definition of
“Delivery” above.




          “Pool Balance” means, as of any date of determination, the aggregate Principal Balance
of the Receivables (excluding Purchased Receivables and Liquidated Receivables) at the end of the
preceding calendar month.




          “Preliminary Servicer’s Certificate” means an Officers’ Certificate of the Servicer
delivered pursuant to Section 4.9(a), substantially in the form of Exhibit B.




          “Principal Balance” means, with respect to any Receivable, as of any date, the sum of
(x) the Amount Financed minus (i) that portion of all amounts received on or prior to such date and
allocable to principal in accordance with the terms of the Receivable and (ii) any Cram Down Loss
in respect of such Receivable plus (y) the accrued and unpaid interest on such Receivable.




          “Principal Distributable Amount” means, with respect to any Distribution Date, the
amount equal to the excess, if any, of (x) the sum of (i) the principal portion of all Collected
Funds received during the immediately preceding Collection Period (other than Liquidated
Receivables and Purchased Receivables), (ii) the Principal Balance of all Receivables that became
Liquidated Receivables during the related Collection Period (other than Purchased




15









 







Receivables), (iii) the principal portion of the Purchase Amounts received with respect to all
Receivables that became Purchased Receivables during the related Collection Period, (iv) in the
sole discretion of the Insurer, the Principal Balance of all the Receivables that were required to
be purchased pursuant to Sections 3.2 and 4.7, during such Collection Period but were not
purchased, (v) the aggregate amount of Cram Down Losses that shall have occurred during the related
Collection Period; and (vi) following the acceleration of the Notes pursuant to Section 5.2 of the
Indenture, the amount of money or property collected pursuant to Section 5.4 of the Indenture since
the preceding Determination Date by the Trust Collateral Agent or Controlling Party for
distribution pursuant to Section 5.7 hereof over (y) the Step-Down Amount, if any, for such
Distribution Date.




          “Pro Forma Note Balance” means, with respect to any Distribution Date, the aggregate
remaining principal amount of the Notes outstanding on such Distribution Date, after giving effect
to distributions pursuant to clauses (i) through (vi) of Section 5.7(a) hereof.




          “Prospectus Supplement” means the prospectus supplement, dated July 17, 2007,
relating to the offering of the Notes, as filed with the Commission.




          “Purchase Agreement” means the Purchase Agreement between the Seller and AmeriCredit,
dated as of July 18, 2007, pursuant to which the Seller acquires the Receivables, as such Agreement
may be amended from time to time.




          “Purchase Amount” means, with respect to a Purchased Receivable, the Principal Balance
and all accrued and unpaid interest on the Receivable, after giving effect to the receipt of any
moneys collected (from whatever source) on such Receivable, if any.




          “Purchased Receivable” means a Receivable purchased as of the close of business on the
last day of a Collection Period by the Servicer pursuant to Sections 4.2, 4.4(c), or 4.7 or
repurchased by the Seller or the Servicer pursuant to Section 3.2 or Section 10.1(a).




          “Rating Agency” means Moody’s, Standard & Poor’s and Fitch. If no such organization
or successor maintains a rating on the Securities, “Rating Agency” shall be a nationally
recognized statistical rating organization or other comparable Person designated by the Seller and
acceptable to the Insurer (so long as an Insurer Default shall not have occurred and be
continuing), notice of which designation shall be given to the Trust Collateral Agent, the Owner
Trustee and the Servicer.




          “Rating Agency Condition” means, with respect to any action, that each of Moody’s and
Standard & Poor’s shall have been given 10 days’ (or such shorter period as shall be acceptable to
each of Moody’s and Standard & Poor’s) prior notice thereof and that each of Moody’s and Standard
& Poor’s shall have notified the Seller, the Servicer, the Insurer, the Owner Trustee and the
Trust Collateral Agent in writing that such action will not result in a reduction or withdrawal of
the then current rating of any Class of Notes, without taking into account the presence of the Note
Policy.




          “Realized Losses” means, with respect to any Receivable that becomes a Liquidated
Receivable, the excess of the Principal Balance of such Liquidated Receivable over Net Liquidation
Proceeds to the extent allocable to principal.




16









 








          “Receivables” means any Contract listed on Schedule A attached hereto (which Schedule
may be in the form of microfiche or a disk).




          “Receivable Files” means the documents specified in Section 3.3.




          “Record Date” means, with respect to each Distribution Date, the Business Day
immediately preceding such Distribution Date, unless otherwise specified in the Indenture.




          “Registrar of Titles” means, with respect to any state, the governmental agency or
body responsible for the registration of, and the issuance of certificates of title relating to,
motor vehicles and liens thereon.




          “Regulation AB” means Subpart 229.1100—Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518.70 Fed. Reg. 1,506,1,531 (January 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.




          “Required Pro Forma Note Balance” means, with respect to any Distribution Date, a
dollar amount equal to the product of (x) the difference between (i) 100% and (ii) the
“Overcollateralization Amount” (as defined in the Spread Account Agreement), which may step down
over time in accordance with the terms of the Spread Account Agreement (which difference will
initially equal 89%) and (y) the Pool Balance as of the end of the prior calendar month.




          “Requisite Amount” has the meaning given to it in the Spread Account Agreement.




          “Responsible Officer” means, with respect to any Person, any Executive Vice President,
Senior Vice President, Vice President, Assistant Vice President, Treasurer, Assistant Treasurer,
Secretary, Assistant Secretary, or any other officer of such Person customarily performing
functions similar to those performed by any of the above designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.




          “Sale Amount” means, with respect to any Sold Receivable, the amount received from the
related third-party purchaser as payment for such Sold Receivable.




          “Sale and Servicing Agreement Collateral” has the meaning specified in Section 2.4
hereof.




          “Schedule of Receivables” means the schedule of all motor vehicle retail installment
sales contracts and promissory notes originally held as part of the Trust which is attached as
Schedule A (which Schedule may be in the form of microfiche or a disk).




          “Schedule of Representations” means the Schedule of Representations and Warranties
attached hereto as Schedule B.




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          “Scheduled Receivables Payment” means, with respect to any Collection Period for any
Receivable, the amount set forth in such Receivable as required to be paid by the Obligor in such
Collection Period. If after the Closing Date, the Obligor’s obligation under a Receivable with
respect to a Collection Period has been modified so as to differ from the amount specified in such
Receivable as a result of (i) the order of a court in an insolvency proceeding involving the
Obligor, (ii) pursuant to the Servicemembers Civil Relief Act or (iii) modifications or extensions
of the Receivable permitted by Section 4.2(b), the Scheduled Receivables Payment with respect to
such Collection Period shall refer to the Obligor’s payment obligation with respect to such
Collection Period as so modified.




          “Seller” means AFS SenSub Corp., a Nevada corporation, and its successors in interest
to the extent permitted hereunder.




          “Service Contract” means, with respect to a Financed Vehicle, the agreement, if any,
financed under the related Receivable that provides for the repair of such Financed Vehicle.




          “Servicer” means AmeriCredit Financial Services, Inc., as the servicer of the
Receivables, and each successor servicer pursuant to Section 9.3.




          “Servicer Termination Event” means an event specified in Section 9.1.




          “Servicer’s Certificate” means an Officers’ Certificate of the Servicer delivered
pursuant to Section 4.9(b), substantially in the form of Exhibit A.




          “Servicing Fee” has the meaning specified in Section 4.8.




          “Servicing Fee Rate” means 2.25% per annum.




          “Simple Interest Method” means the method of allocating a fixed level payment on an
obligation between principal and interest, pursuant to which the portion of such payment that is
allocated to interest is equal to the product of the fixed rate of interest on such obligation
multiplied by the period of time (expressed as a fraction of a year, based on the actual number of
days in the calendar month and 365 days in the calendar year) elapsed since the preceding payment
under the obligation was made.




          “Sold Receivable” means a Receivable that was more than 60 days delinquent and was
sold to an unaffiliated third party by the Issuer, at the Servicer’s direction, as of the close of
business on the last day of a Collection Period and in accordance with the provisions of Section
4.3(c) hereof.




          “Spread Account” means the account designated as such, established and maintained
pursuant to the Spread Account Agreement.




          “Spread Account Agreement” means the Spread Account Agreement dated as of July 18,
2007, among the Insurer, the Issuer, the Trustee, the Trust Collateral Agent and the Collateral
Agent, as the same may be modified, supplemented or otherwise amended in accordance with the terms
thereof.




18









 








          “Spread Account Claim Amount” means with respect to any Determination Date, after
taking into account the application on the related Distribution Date of the Available Funds for the
related Collection Period, an amount equal to the sum of, without duplication, (i) any shortfall in
the payment of the full amounts described in clauses (i) through (v) of Section 5.7(a) herein, (ii)
the Noteholders’ Parity Deficit Amount, if any, for such Distribution Date and (iii) if the related
Distribution Date is the Final Scheduled Distribution Date of any Class, any remaining outstanding
principal balance of such Class, to the extent that such amount is available on the related
Distribution Date in accordance with the terms of the Spread Account Agreement, provided, however,
that following an acceleration of the Notes pursuant to Section 5.2 of the Indenture, the Spread
Account Claim Amount shall equal the excess, if any, of (A) the sum of the amounts payable pursuant
to priorities (i) through (vi) and (x) of Section 5.7(a) of the Sale and Servicing Agreement on the
Distribution Date, over (B) Available Funds for the related Distribution Date, to the extent such
amounts are available on such Distribution Date in accordance with the provisions of the Spread
Account Agreement.




          “Spread Account Claim Amount Deposits” means with respect to any Distribution Date,
any amount withdrawn from the Spread Account as a Spread Account Claim Amount and deposited to the
Collection Account pursuant to Sections 5.5(a) and 5.6.




          “Spread Account Initial Deposit” means an amount equal to 2.0% of the aggregate
Principal Balance of the Receivables on the Cutoff Date (which is equal to $32,258,199.90).




          “Standard & Poor’s” means Standard & Poor’s, a Division of The McGraw-Hill Companies,
Inc., or its successor.




          “Step-Down Amount” means, with respect to any Distribution Date, the excess, if any,
of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution
Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming
that the entire amount described in clause (x) of the definition of “Principal Distributable
Amount” is distributed as principal on the Notes).




          “Substitution of Collateral Criteria” means AmeriCredit’s written criteria for
substitution of collateral as delivered by AmeriCredit to the Insurer on or before the Closing
Date, as amended by revisions to such criteria as may be delivered by AmeriCredit to the Insurer
upon request.




          “Supplemental Servicing Fee” means, with respect to any Collection Period, all
administrative fees, expenses and charges paid by or on behalf of Obligors, including late fees,
prepayment fees and liquidation fees collected on the Receivables during such Collection Period but
excluding any fees or expenses related to extensions.




          “Swap Account” has the meaning specified in Section 5.1(h).




          “Swap Agreement” means the ISDA Master Agreement, dated July 26, 2007, between the
Issuer and the Swap Provider, including the Schedule thereto, the Credit Support Annex thereto, the
Confirmation relating to the Class A-3-B Notes and the Confirmation relating to the Class A-4-B
Notes, together with any replacement swap agreement (which replacement swap agreement has been
approved by the Insurer, so long as no Insurer Default has occurred




19









 







and is continuing); provided, that no additional swap agreement shall be a “Swap
Agreement” under the Basic Documents for so long as the Swap Agreement is outstanding without the
prior, written consent of the Swap Provider, unless the Swap Agreement has terminated.




          “Swap Policy” means the interest rate swap insurance policy issued by the Insurer to
the Swap Provider with respect to the Swap Agreement, including any endorsements thereto.




          “Swap Provider” means Credit Suisse International, together with any replacement Swap
Provider (which must be approved by the Insurer so long as no Insurer Default has occurred and is
continuing).




          “Swap Termination Account” has the meaning specified in Section 5.1(a)(iii).




          “Swap Termination Payment” means payments due to the applicable Swap Provider by the
Issuer, including interest that may accrue thereon, under the applicable Swap Agreement due to a
termination of the applicable Swap Agreement due to the occurrence of an “event of default” or a
“termination event” under the applicable Swap Agreement.




          “Third-Party Lender” means an entity that originated a loan to a consumer for the
purchase of a motor vehicle and sold the loan to AmeriCredit pursuant to an Auto Loan Purchase and
Sale Agreement.




          “Third-Party Lender Assignment” means, with respect to a Receivable, the executed
assignment executed by a Third-Party Lender conveying such Receivable to AmeriCredit.




          “Titled Third-Party Lender” means a Third-Party Lender that has agreed to assist
AmeriCredit or any successor servicer, to the extent necessary, with any repossession or legal
action in respect of Financed Vehicles with respect to which such Third-Party Lender has assigned
its full interest therein to AmeriCredit and is listed as first lienholder or secured party on the
Lien Certificate relating to such Financed Vehicle.




          “Trigger Event” has the meaning assigned thereto in the Spread Account Agreement.




          “Trust” means the Issuer.




          “Trust Account Property” means the Trust Accounts, all amounts and investments held
from time to time in any Trust Account (whether in the form of deposit accounts, Physical Property,
book-entry securities, uncertificated securities or otherwise), and all proceeds of the foregoing.




          “Trust Accounts” has the meaning assigned thereto in Section 5.1.




          “Trust Agreement” means the Trust Agreement dated as of July 6, 2007, between the
Seller and the Owner Trustee, as amended and restated as of July 18, 2007, as the same may be
amended and supplemented from time to time.




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          “Trust Collateral Agent” means the Person acting as Trust Collateral Agent hereunder,
its successors in interest and any successor Trust Collateral Agent hereunder.




          “Trust Officer” means, (i) in the case of the Trust Collateral Agent, the chairman or
vice-chairman of the board of directors, any managing director, the chairman or vice-chairman of
the executive committee of the board of directors, the president, any vice president, assistant
vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and
any assistant controller or any other officer of the Trust Collateral Agent customarily performing
functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject, and (ii) in the
case of the Owner Trustee, any officer in the corporate trust office of the Owner Trustee or any
agent of the Owner Trustee under a power of attorney with direct responsibility for the
administration of this Agreement or any of the Basic Documents on behalf of the Owner Trustee.




          “Trust Property” means the property and proceeds conveyed pursuant to Section 2.1,
together with certain monies paid on or after the Cutoff Date, the Note Policy, the Swap Agreement,
the Collection Account (including all Eligible Investments therein and all proceeds therefrom), the
Spread Account, the Lockbox Account, the Note Distribution Account (including all Eligible
Investments therein and all proceeds therefrom) and certain other rights under this Agreement.




          “Trustee” means the Person acting as Trustee under the Indenture, its successors in
interest and any successor trustee under the Indenture.




          “UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction on
the date of the Agreement.




          SECTION 1.2. Other Definitional Provisions.




          (a) Capitalized terms used herein and not otherwise defined herein have meanings assigned to
them in the Indenture, or, if not defined therein, in the Trust Agreement.




          (b) All terms defined in this Agreement shall have the defined meanings when used in any
instrument governed hereby and in any certificate or other document made or delivered pursuant
hereto unless otherwise defined therein.




          (c) As used in this Agreement, in any instrument governed hereby and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms not defined in this
Agreement or in any such instrument, certificate or other document, and accounting terms partly
defined in this Agreement or in any such instrument, certificate or other document to the extent
not defined, shall have the respective meanings given to them under generally accepted accounting
principles as in effect on the date of this Agreement or any such instrument, certificate or other
document, as applicable. To the extent that the definitions of




21









 







definitions contained in this Agreement or in any such instrument, certificate or other
document shall control.




          (d) The words “hereof,” “herein,” “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement; Section, Schedule and Exhibit references contained in this
Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless
otherwise specified; and the term “including” shall mean “including without limitation.”




          (e) The definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter genders of
such terms.




          (f) Any agreement, instrument or statute defined or referred to herein or in any instrument or
certificate delivered in connection herewith means such agreement, instrument or statute as from
time to time amended, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated therein; references
to a Person are also to its permitted successors and assigns.




ARTICLE II




Conveyance of Receivables




          SECTION 2.1. Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order
of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the other
amounts to be distributed from time to time to the Seller in accordance with the terms of this
Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the
Issuer, without recourse (subject to the Seller’s obligations set forth herein) and the Issuer
hereby purchases, all right, title and interest of the Seller in and to the following property,
whether now owned or existing or hereafter acquired or arising:




          (a) the Receivables and all moneys received thereon after the Cutoff Date;




          (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Seller in such Financed Vehicles;




          (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims
on any physical damage, credit life or disability insurance policies covering Financed Vehicles or
Obligors and any proceeds from the liquidation of the Receivables;




          (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or
a Third-Party Lender pursuant to an Auto Loan Purchase and Sale
Agreement as a result of a breach of representation or warranty in the related Dealer
Agreement or Auto Loan Purchase and Sale Agreement;




          (e) all
rights under any Service Contracts on the related Financed Vehicles;





22









 





          (f) the related Receivable Files;




          (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its
obligations or burdens, under the Purchase Agreement, and the delivery requirements,
representations and warranties and the cure and repurchase obligations of AmeriCredit under the
Purchase Agreement;




          (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments
and (v) General Intangibles (as such terms are defined in the UCC) relating to the property
described in (a) through (g); and




          (i) all proceeds and investments with respect to items (a) through (h).




     SECTION 2.2. [Reserved].



     SECTION 2.3. Further Encumbrance of Trust Property.



          (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust
Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item
of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust,
in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute
(as defined in the Trust Agreement).




          (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the
sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the
Trust shall grant a security interest in the Trust Property (other than the Spread Account) to the
Trust Collateral Agent and pursuant to the Spread Account Agreement, the Trust shall grant a
security interest in the Spread Account to the Collateral Agent, in each case securing the
repayment of the Notes. The Certificates shall represent the beneficial ownership interest in the
Trust Property, and the Certificateholders shall be entitled to receive distributions with respect
thereto as set forth herein.




          (c) Following the payment in full of the Notes and the release and discharge of the Indenture,
all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the
Certificates, remain as covenants of the Issuer for the benefit of the Certificateholders,
enforceable by the Certificateholders to the same extent as such covenants were enforceable by the
Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III
of the Indenture, following the discharge of the Indenture, shall vest in Certificateholders.




          (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificates
outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer
pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to this
Agreement, have been paid, release any remaining portion of the Trust Property to the Seller.




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     SECTION 2.4. Intention of the Parties.



     The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller
and the Issuer that they intend that the assignment and transfer herein or therein contemplated
constitute a sale and assignment outright, and not for security, of the Receivables and Other
Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens,
from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not
be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or
similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the
event that such conveyance is determined to be made as security for a loan made by the Issuer, the
Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a
security interest in all of the Seller’s right, title and interest in and to the following
property, whether now owned or existing or hereafter acquired or arising, and this Agreement shall
constitute a security agreement under applicable law (collectively, the “Sale and Servicing
Agreement Collateral”):




     (i) the Receivables and all moneys received thereon after the Cutoff Date;




     (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to
the Receivables and any other interest of the Seller in such Financed Vehicles;




     (iii) any proceeds and the right to receive proceeds with respect to the Receivables
from claims on any physical damage, credit life or disability insurance policies covering
Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables;




     (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer
Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a
result of a breach of representation or warranty in the related Dealer Agreement or Auto
Loan Purchase and Sale Agreement;




     (v) all rights under any Service Contracts on the related Financed Vehicles;




     (vi) the related Receivable Files;




     (vii) all of the Seller’s right, title and interest in its rights and benefits, but
none of its obligations or burdens, under the Purchase Agreement, and the delivery
requirements, representations and warranties and the cure and repurchase obligations of
AmeriCredit under the Purchase Agreement;




     (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d)
Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to
the property described in (i) through (vii); and



24









 






     (ix) all proceeds and investments with respect to items (i) through (viii).



ARTICLE III




The Receivables




     SECTION 3.1. Representations and Warranties of Seller.



     The Seller hereby represents and warrants that each of the representations and warranties set
forth on the Schedule of Representations attached hereto as Schedule B is true and correct on which
the Issuer is deemed to have relied in acquiring the Receivables and upon which the Insurer shall
be deemed to rely in issuing the Note Policy. Such representations and warranties speak as of the
execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale,
transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trust
Collateral Agent pursuant to the Indenture and shall not be waived.



     SECTION 3.2. Repurchase upon Breach. (a) The Seller, the Servicer, the Backup Servicer, the Insurer, the Trust Collateral
Agent or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement
promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations
and warranties made pursuant to Section 3.1. As of the last day of the second (or, if the Seller
so elects, the first) month following the discovery by the Seller or receipt by the Seller of
notice of such breach, unless such breach is cured by such date, the Seller shall have an
obligation to repurchase any Receivable in which the interests of the Noteholders or the Insurer
are materially and adversely affected by any such breach as of such date. The “second month” shall
mean the month following the month in which discovery occurs or notice is given, and the “first
month” shall mean the month in which discovery occurs or notice is given. In consideration of and
simultaneously with the repurchase of the Receivable, the Seller shall remit, or cause AmeriCredit
to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.6 and
the Issuer shall execute such assignments and other documents reasonably requested by such person
in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust
Collateral Agent, the Trustee, the Backup Servicer or the Noteholders with respect to a breach of
representations and warranties pursuant to Section 3.1 and the agreement contained in this Section
shall be the repurchase of Receivables pursuant to this Section, subject to the conditions
contained herein or to enforce the obligation of AmeriCredit to the Seller to repurchase such
Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral
Agent nor the Trustee shall have a duty to conduct any affirmative investigation as to the
occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section.



     In addition to the foregoing and notwithstanding whether the related Receivable shall have
been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Backup
Servicer, the Trust Collateral Agent, Collateral Agent and the officers, directors, agents and
employees thereof, the Insurer, and the Noteholders against all costs, expenses, losses,
damages, claims and liabilities, including reasonable fees and expenses of counsel, which may
be asserted against or incurred by any of them as a result of third party claims arising out of the
events or facts giving rise to such breach.



25









 





     (b) Pursuant to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the
Seller’s right, title and interest in its rights and benefits, but none of its obligations or
burdens, under the Purchase Agreement including the Seller’s rights under the Purchase Agreement
and the delivery requirements, representations and warranties and the cure or repurchase
obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that
such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations
of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase
Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition
of Purchased Receivable.



     SECTION 3.3. Custody of Receivable Files.



     (a) In connection with the sale, transfer and assignment of the Receivables and the Other
Conveyed Property to the Trust pursuant to this Agreement and simultaneously with the execution and
delivery of this Agreement, the Trust Collateral Agent shall enter into the Custodian Agreement
with the Custodian, dated as of July 18, 2007, pursuant to which the Trust Collateral Agent shall
revocably appoint the Custodian, and the Custodian shall accept such appointment, to act as the
agent of the Trust Collateral Agent as custodian of the following documents or instruments in its
possession or control (the “Receivable Files”) which shall be delivered to the Custodian as
agent of the Trust Collateral Agent on or before the Closing Date (with respect to each
Receivable):




     (i) The fully executed original (or with respect to “electronic chattel paper”, the
authoritative copy) of the Contract; and




     (ii) The Lien Certificate (when received), and otherwise such documents, if any, that
AmeriCredit keeps on file in accordance with its customary procedures indicating that the
Financed Vehicle is owned by the Obligor and subject to the interest of AmeriCredit (or an
Originating Affiliate or a Titled Third-Party Lender) as first lienholder or secured party
(including any Lien Certificate received by AmeriCredit), or, if such Lien Certificate has
not yet been received, a copy of the application therefor, showing AmeriCredit (or an
Originating Affiliate or a Titled Third-Party Lender) as secured party.



     (b) If the Trust Collateral Agent is acting as the Custodian pursuant to Section 8 of the
Custodian Agreement, the Trust Collateral Agent shall be deemed to have assumed the obligations of
the Custodian (except for any liabilities incurred by the predecessor Custodian) specified in the
Custodian Agreement until such time as a successor Custodian has been appointed. Upon payment in
full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate of an
officer of the Servicer (which certificate shall include a statement to the effect that all amounts
received in connection with such payments which are required to be
deposited in the Collection Account pursuant to Section 4.1 have been so deposited) and shall
request delivery



26









 







of the Receivable and Receivable File to the Servicer. Upon the sale of any
Receivable pursuant to Section 4.3(c) hereof, the Servicer will notify the Custodian pursuant to a
certificate of an officer of the Servicer (which certificate shall include a statement to the
effect that all amounts received in connection with such sale which are required to be deposited in
the Collection Account pursuant to Section 4.3(c) have been so deposited) and shall request
delivery of the Receivable and Receivable File to the purchaser of such Receivable. From time to
time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written
request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such
officer, cause the original Receivable and the related Receivable File to be released to the
Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall obligate the
Servicer to return the original Receivable and the related Receivable File to the Custodian when
its need by the Servicer has ceased unless the Receivable is repurchased as described in Section
3.2, 4.2 or 4.7.



ARTICLE IV




Administration and Servicing of Receivables




     SECTION 4.1. Duties of the Servicer.



     The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall
manage, service, administer and make collections on the Receivables, and perform the other actions
required by the Servicer under this Agreement. The Servicer agrees that its servicing of the
Receivables shall be carried out in accordance with customary and usual procedures of institutions
which service motor vehicle retail installment sales contracts and, to the extent more exacting,
the degree of skill and attention that the Servicer exercises from time to time with respect to all
comparable motor vehicle receivables that it services for itself or others. In performing such
duties, so long as AmeriCredit is the Servicer, it shall substantially comply with the policies and
procedures described on Schedule C, as such policies and procedures may be updated from time to
time. The Servicer’s duties shall include, without limitation, collection and posting of all
payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies,
sending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring
the collateral, complying with the terms of the Lockbox Agreement, accounting for collections and
furnishing monthly and annual statements to the Trust Collateral Agent, the Trustee and the Insurer
with respect to distributions, monitoring the status of Insurance Policies with respect to the
Financed Vehicles and performing the other duties specified herein.



     The Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit, at the request of the
Servicer, shall also administer and enforce all rights and responsibilities of the holder of the
Receivables provided for in the Dealer Agreements and Auto Loan Purchase and Sale Agreements (and
shall maintain possession of the Dealer Agreements and Auto Loan Purchase and Sale Agreements, to
the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments
and the Insurance Policies, to the extent that such Dealer
Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender
Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the
Obligors. To the extent consistent with the standards, policies and procedures otherwise required
hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have
full power and authority, acting alone, to do any and all things in connection with such managing,
servicing, administration and collection that it may deem necessary or desirable. Without limiting
the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to
execute and deliver, on behalf of the Trust, any and all instruments of



27









 







satisfaction or
cancellation, or of partial or full release or discharge, and all other comparable instruments,
with respect to the Receivables and with respect to the Financed Vehicles; provided,
however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an
order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount
under any Receivable or waive the right to collect the unpaid balance of any Receivable from the
Obligor, except in accordance with the Servicer’s customary practices as reflected in the Servicing
Policies and Procedures attached hereto as Schedule C.



     The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a
legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in
any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or
involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or
participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to
have automatically assigned such Receivable to the Servicer solely for purposes of commencing or
participating in any such proceeding as a party or claimant, and the Servicer is authorized and
empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims,
complaints, responses, affidavits or other documents or instruments in connection with any such
proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any
limited powers of attorney and other documents which the Servicer may reasonably request and which
the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem
necessary or appropriate to enable the Servicer to carry out its servicing and administrative
duties under this Agreement.



     SECTION 4.2. Collection of Receivable Payments; Modifications of Receivables; Lockbox
Agreements.



     (a) Consistent with the standards, policies and procedures required by this Agreement, the
Servicer shall make reasonable efforts to collect all payments called for under the terms and
provisions of the Receivables as and when the same shall become due, and shall follow such
collection procedures as it follows with respect to all comparable automobile receivables that it
services for itself or others and otherwise act with respect to the Receivables, the Dealer
Agreements, the Dealer Assignments, the Auto Loan Purchase and Sale Agreements, the Third-Party
Lender Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will,
in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with
respect thereto, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c)
hereof. The Servicer is authorized in its discretion to waive any prepayment charge, late payment
charge or any other similar fees that may be collected in the ordinary course of servicing any
Receivable.



     (b) The Servicer may (A) at any time agree to a modification or amendment of a Receivable in
order to (i) not more than once per year, change the Obligor’s regular monthly due date to a date
that shall in no event be later than 30 days after the original monthly due date of that Receivable
or (ii) re-amortize the Scheduled Receivables Payments on the Receivable (x) following a partial
prepayment of principal, in accordance with its customary procedures or (y) following the Obligor’s
reinstatement based on local laws or (B) may direct the Issuer to sell the Receivables pursuant to
Section 4.3 hereof, if the Servicer believes in good faith that such extension, modification,
amendment or sale is necessary to avoid a default on such Receivable,



28









 







will maximize the amount to
be received by the Trust with respect to such Receivable, and is otherwise in the best interests of
the Trust.



     (c) The Servicer may grant payment extensions on, or other modifications or amendments to, a
receivable (in addition to those modifications permitted by Section 4.2(b) hereof), in accordance
with its customary procedures if the Servicer believes in good faith that such extension,
modification or amendment is necessary to avoid a default on such Receivable, will maximize the
amount to be received by the Trust with respect to such Receivable, and is otherwise in the best
interests of the Trust; provided, however, that:




     (i) The aggregate period of all extensions on a Receivable shall not exceed eight
months;




     (ii) In no event may a Receivable be extended beyond the Collection Period immediately
preceding the latest Final Scheduled Distribution Date;




     (iii) The average Monthly Extension Rate for any three consecutive calendar months
shall not exceed 4%; and




     (iv) So long as an Insurer Default shall not have occurred and be continuing, the
Servicer shall not amend or modify a Receivable (except as provided in Section 4.2(b) and
this Section 4.2(c)) without the consent of the Insurer or a Note Majority (if an Insurer
Default shall have occurred and be continuing).



     With respect to clause (iii) of this Section 4.2(c), in the event the average of the Monthly
Extension Rates calculated with respect to three consecutive calendar months exceeds 4% (which
information shall be set forth in the related Servicer’s Certificate), the Servicer shall, on the
third such Accounting Date, purchase from the Trust the Receivables with respect to which payment
had been extended (starting with the Receivables most recently so extended) in an aggregate
Principal Balance equal to the product of (i) the difference between such average of Monthly
Extension Rates and 4% and (ii) the Aggregate Principal Balance, and pay the related Purchase
Amount on the related Determination Date; provided, however, that in the event the
Backup Servicer shall be acting as Servicer hereunder, the foregoing sentence shall apply only in
respect of Receivables as to which payments had been extended by such Backup Servicer.



     (d) The Servicer shall use its best efforts to notify or direct Obligors to make all payments
on the Receivables, whether by check or by direct debit of the Obligor’s bank account, to be made
directly to one or more Lockbox Banks, acting as agent for the Trust pursuant to a Lockbox
Agreement. The Servicer shall use its best efforts to notify or direct any
Lockbox Bank to deposit all payments on the Receivables in the Lockbox Account no later than
the Business Day after receipt, and to cause all amounts credited to the Lockbox Account on account
of such payments to be transferred to the Collection Account no later than the second Business Day
after receipt of such payments. The Lockbox Account shall be a demand deposit account held by the
Lockbox Bank, or at the request of the Controlling Party, an Eligible Deposit Account.



     Prior to the Closing Date, the Servicer shall have notified each Obligor that makes its
payments on the Receivables by check to make such payments thereafter directly to the



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Lockbox Bank
(except in the case of Obligors that have already been making such payments to the Lockbox Bank),
and shall have provided each such Obligor with remittance invoices in order to enable such Obligors
to make such payments directly to the Lockbox Bank for deposit into the Lockbox Account, and the
Servicer will continue, not less often than every three months, to so notify those Obligors who
have failed to make payments to the Lockbox Bank. If and to the extent requested by the
Controlling Party, the Servicer shall request each Obligor that makes payment on the Receivables by
direct debit of such Obligor’s bank account, to execute a new authorization for automatic payment
which in the judgment of the Controlling Party is sufficient to authorize direct debit by the
Lockbox Bank on behalf of the Trust. If at any time, the Lockbox Bank is unable to directly debit
an Obligor’s bank account that makes payment on the Receivables by direct debit and if such
inability is not cured within 15 days or cannot be cured by execution by the Obligor of a new
authorization for automatic payment, the Servicer shall notify such Obligor that it cannot make
payment by direct debit and must thereafter make payment by check.



     Notwithstanding any Lockbox Agreement, or any of the provisions of this Agreement relating to
the Lockbox Agreement, the Servicer shall remain obligated and liable to the Trust, the Trust
Collateral Agent, the Insurer and Noteholders for servicing and administering the Receivables and
the Other Conveyed Property in accordance with the provisions of this Agreement without diminution
of such obligation or liability by virtue thereof; provided, however, that the
foregoing shall not apply to any Backup Servicer for so long as a Lockbox Bank is performing its
obligations pursuant to the terms of a Lockbox Agreement.



     In the event of a termination of the Servicer, the successor Servicer shall assume all of the
rights and obligations of the outgoing Servicer under the Lockbox Agreement subject to the terms
hereof. In such event, the successor Servicer shall be deemed to have assumed all of the outgoing
Servicer’s interest therein and to have replaced the outgoing Servicer as a party to each such
Lockbox Agreement to the same extent as if such Lockbox Agreement had been assigned to the
successor Servicer, except that the outgoing Servicer shall not thereby be relieved of any
liability or obligations on the part of the outgoing Servicer to the Lockbox Bank under such
Lockbox Agreement. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at
the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records
relating to each such Lockbox Agreement and an accounting of amounts collected and held by the
Lockbox Bank and otherwise use its best efforts to effect the orderly and efficient transfer of any
Lockbox Agreement to the successor Servicer. In the event that the Insurer (so long as an Insurer
Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default shall
have occurred and be continuing) elects to change the identity of the Lockbox Bank, the outgoing
Servicer, at its expense, shall cause the Lockbox
Bank to deliver, at the direction of the Insurer (so long as an Insurer Default shall not have
occurred and be continuing) or a Note Majority (if an Insurer Default shall have occurred and be
continuing) to the Trust Collateral Agent or a successor Lockbox Bank, all documents and records
relating to the Receivables and all amounts held (or thereafter received) by the Lockbox Bank
(together with an accounting of such amounts) and shall otherwise use its best efforts to effect
the orderly and efficient transfer of the lockbox arrangements and the Servicer shall notify the
Obligors to make payments to the Lockbox established by the successor.



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     (e) The Servicer shall remit all payments by or on behalf of the Obligors received directly by
the Servicer to the Lockbox Bank as soon as practicable, but in no event later than the second
Business Day after receipt thereof, and such amounts shall be deposited into the Lockbox Account
and transferred from the Lockbox Account to the Collection Account in accordance with Section
4.2(d) hereof.



     (f) AmeriCredit shall not cause or permit the substitution of the Financed Vehicle relating to
a Receivable unless: (i) the substitution is a replacement of the Financed Vehicle originally
financed under the related Receivable; (ii) the Financed Vehicle originally financed under the
related Receivable was either (x) insured under an Insurance Policy as required under Section
4.4(a) at the time of a casualty loss that is treated as a total loss under such Insurance Policy,
(y) deemed to be a “lemon” pursuant to applicable state law and repurchased by the related Dealer
or (z) is the subject of an order by a court of competent jurisdiction directing AmeriCredit to
substitute another vehicle under the related Receivable; (iii) the related Receivable is not more
than 30 days delinquent; (iv) the Obligor is deemed to be in “good standing” by the Servicer and is
not in breach of any requirement under the related Receivable; (v) the replacement Financed Vehicle
has a book value (N.A.D.A.) at least equal to the book value (N.A.D.A.) of the Financed Vehicle
that is being replaced, measured immediately before the casualty loss or replacement by the Dealer;
(vi) as of the date of such substitution, the replacement Financed Vehicle’s mileage is no greater
than the mileage on the Financed Vehicle that is being replaced and (vii) the substitution complies
with the Substitution of Collateral Criteria; provided, however, that if the
substitution is made pursuant to clause (ii)(z), above, clauses (iii) through (vi) inclusive, shall
not be applicable. So long as the Note Policy is outstanding, AmeriCredit shall not cause or
permit the substitution of Financed Vehicles relating to Receivables having an original aggregate
Principal Balance greater than two percent (2%) of the Original Pool Balance, (the
“Substitution Limit”). In the event that the Substitution Limit is exceeded for any
reason, AmeriCredit shall, on or before the next following Accounting Date, repurchase a sufficient
number of such Receivables to cause the aggregate original Principal Balances of such Receivables
to be less than the Substitution Limit.



     SECTION 4.3. Realization upon Receivables.



     (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to
Section 4.3(c) hereof, and consistent with the standards, policies and procedures required by this
Agreement, the Servicer shall use its best efforts to repossess (or otherwise comparably convert
the ownership of) and liquidate any Financed Vehicle securing a Receivable with respect to which
the Servicer has determined that payments thereunder are not likely to be
resumed, as soon as is practicable; provided, however, that the Servicer may
elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the
proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance
or if it instead elects to direct the Issuer to sell the Receivables pursuant to Section 4.3(c).
The Servicer is authorized to follow such customary practices and procedures as it shall deem
necessary or advisable, consistent with the standard of care required by Section 4.1, which
practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and
Third-Party Lenders, the sale of the related Financed Vehicle at public or private sale, the
submission of claims under an Insurance Policy and other actions by the Servicer in order to
realize upon such a Receivable. The foregoing is subject to the provision that, in any case in
which the



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Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in
connection with any repair or towards the repossession of such Financed Vehicle unless it expects
in its sole discretion, that such repair and/or repossession shall increase the proceeds of
liquidation of the related Receivable by an amount greater than the amount of such expenses. All
amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer
to the Collection Account without deposit into any intervening account as soon as practicable, but
in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to
recover all reasonable expenses incurred by it in the course of repossessing and liquidating a
Financed Vehicle into cash proceeds, but only out of the cash proceeds of such Financed Vehicle,
any deficiency obtained from the Obligor or any amounts received from the related Dealer or
Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and shall not
be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The
Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed
Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net
Liquidation Proceeds with respect to such Receivable.



     (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request
of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan
Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the act of
commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to
AmeriCredit at the request of the Servicer, of the rights under such Dealer Agreement, Auto Loan
Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of
collection only. If, however, in any enforcement suit or legal proceeding it is held that the
Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement, Auto Loan Purchase and
Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a
real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and
Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the
Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall
take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto
Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including
bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or
the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be
remitted directly by the Servicer as provided in Section 4.2(e).



     (c) Consistent with the standards, policies and procedures required by this Agreement, the
Servicer may use its best efforts to locate a third party purchaser that is not
affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any
Receivable that has become more than 60 days delinquent, and shall have the right to direct the
Issuer to sell any such Receivable to the third-party purchaser; provided, that no more
than 20% of the sum of the number of Receivables in the pool as of the Cutoff Date may be sold by
the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that
the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than 60
days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately
recoverable with respect to such Receivable would be increased by forbearance. In selecting
Receivables to be sold to a third party purchaser pursuant to this Section 4.3(c), the Servicer



32









 







shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables
first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold
to third party purchasers which is materially adverse to the interest of the Noteholders or the
Insurer. The Issuer shall sell each Sold Receivable for the greatest market price possible;
provided, however, that aggregate Sale Amounts received by the Issuer for all
Receivables sold to a single third-party purchaser on a single date must be at least equal to the
sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the
third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection
Account without deposit into any intervening account as soon as practicable, but in no event later
than the Business Day after receipt thereof.



     SECTION 4.4. Insurance.



     (a) The Servicer shall require, in accordance with its customary servicing policies and
procedures, that each Financed Vehicle be insured by the related Obligor under the Insurance
Policies referred to in Paragraph 27 of the Schedule of Representations and Warranties and shall
monitor the status of such physical loss and damage insurance coverage thereafter, in accordance
with its customary servicing procedures. Each Receivable requires the Obligor to maintain such
physical loss and damage insurance, naming AmeriCredit (or an Originating Affiliate or a Titled
Third-Party Lender) and its successors and assigns as additional insureds, and permits the holder
of such Receivable to obtain physical loss and damage insurance at the expense of the Obligor if
the Obligor fails to maintain such insurance. If the Servicer shall determine that an Obligor has
failed to obtain or maintain a physical loss and damage Insurance Policy covering the related
Financed Vehicle which satisfies the conditions set forth in clause (i)(a) of such Paragraph 27
(including, without limitation, during the repossession of such Financed Vehicle) the Servicer may
enforce the rights of the holder of the Receivable under the Receivable to require the Obligor to
obtain such physical loss and damage insurance in accordance with its customary servicing policies
and procedures. The Servicer may maintain a vendor’s single interest or other collateral
protection insurance policy with respect to all Financed Vehicles (“Collateral Insurance”)
which policy shall by its terms insure against physical loss and damage in the event any Obligor
fails to maintain physical loss and damage insurance with respect to the related Financed Vehicle.
The Servicer will cause itself, an Originating Affiliate or a Titled Third-Party Lender, and may
cause the Trust Collateral Agent, to be named as named insured under all policies of Collateral
Insurance. Costs incurred by the Servicer in maintaining such Collateral Insurance shall be paid
by the Servicer.



     (b) The Servicer may, if an Obligor fails to obtain or maintain a physical loss and damage
Insurance Policy, obtain insurance with respect to the related Financed Vehicle and advance on
behalf of such Obligor, as required under the terms of the insurance policy, the premiums for such
insurance (such insurance being referred to herein as “Force-Placed Insurance”). All
policies of Force-Placed Insurance shall be endorsed with clauses providing for loss payable to the
Servicer. Any cost incurred by the Servicer in maintaining such Force-Placed Insurance shall only
be recoverable out of premiums paid by the Obligors or Net Liquidation Proceeds with respect to the
Receivable, as provided in Section 4.4(c).



     (c) In connection with any Force-Placed Insurance obtained hereunder, the Servicer may, in the
manner and to the extent permitted by applicable law, require the Obligors to repay the entire
premium to the Servicer. In no event shall the Servicer include the amount of



33









 







the premium in the
Amount Financed under the Receivable. For all purposes of this Agreement, the Insurance Add-On
Amount with respect to any Receivable having Force-Placed Insurance will be treated as a separate
obligation of the Obligor and will not be added to the Principal Balance of such Receivable, and
amounts allocable thereto will not be available for distribution on the Notes and the Certificates.
The Servicer shall retain and separately administer the right to receive payments from Obligors
with respect to Insurance Add-On Amounts or rebates of Forced-Placed Insurance premiums. If an
Obligor makes a payment with respect to a Receivable having Force-Placed Insurance, but the
Servicer is unable to determine whether the payment is allocable to the Receivable or to the
Insurance Add-On Amount, the payment shall be applied first to any unpaid Scheduled Receivables
Payments and then to the Insurance Add-On Amount. Net Liquidation Proceeds on any Receivable will
be used first to pay the Principal Balance and accrued interest on such Receivable and then to pay
the related Insurance Add-On Amount. If an Obligor under a Receivable with respect to which the
Servicer has placed Force-Placed Insurance fails to make scheduled payments of such Insurance
Add-On Amount as due, and the Servicer has determined that eventual payment of the Insurance Add-On
Amount is unlikely, the Servicer may, but shall not be required to, purchase such Receivable from
the Trust for the Purchase Amount on any subsequent Determination Date. Any such Receivable, and
any Receivable with respect to which the Servicer has placed Force-Placed Insurance which has been
paid in full (excluding any Insurance Add-On Amounts) will be assigned to the Servicer.



     (d) The Servicer may sue to enforce or collect upon the Insurance Policies, in its own name,
if possible, or as agent of the Trust. If the Servicer elects to commence a legal proceeding to
enforce an Insurance Policy, the act of commencement shall be deemed to be an automatic assignment
of the rights of the Trust under such Insurance Policy to the Servicer for purposes of collection
only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may
not enforce an Insurance Policy on the grounds that it is not a real party in interest or a holder
entitled to enforce the Insurance Policy, the Owner Trustee and/or the Trust Collateral Agent, at
the Servicer’s expense, or the Seller, at the Seller’s expense, shall take such steps as the
Servicer deems necessary to enforce such Insurance Policy, including bringing suit in its name or
the name of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of
the Noteholders.



     SECTION 4.5. Maintenance of Security Interests in Vehicles.



     (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall
take such steps on behalf of the Trust as are necessary to maintain perfection of the security
interest created by each Receivable in the related Financed Vehicle, including, but not limited to,
obtaining the execution by the Obligors and the recording, registering, filing, re-recording,
re-filing, and re-registering of all security agreements, financing statements and continuation
statements as are necessary to maintain the security interest granted by the Obligors under the
respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the
Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf
of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason.
In the event that the assignment of a Receivable to the Trust is insufficient, without a notation
on the related Financed Vehicle’s certificate of title, or without fulfilling any additional
administrative requirements under the laws of the state in which the Financed Vehicle is located,
to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer



34









 







hereby agrees that the designation of AmeriCredit (or an Originating Affiliate or a Titled
Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as
agent of the Trust.



     (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long
as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral
Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred
and is continuing, upon the occurrence of a Servicer Termination Event, the Trust Collateral Agent
and the Servicer shall take or cause to be taken such action as may, in the Opinion of Counsel to
the Controlling Party, be necessary to perfect or re-perfect the security interests in the Financed
Vehicles securing the Receivables in the name of the Trust by amending the title documents of such
Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the
Controlling Party, be necessary or prudent.



     AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and
to take all action necessary therefor. In addition, prior to the occurrence of an Insurance
Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the
Servicer to take or cause to be taken such action as may, in the opinion of counsel to the
Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed
Vehicles underlying the Receivables in the name of the Trust, including by amending the title
documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of
counsel to the Controlling Party, be necessary or prudent; provided, however, that
if the Controlling Party requests that the title documents be amended prior to the occurrence of an
Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust
Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust
Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust
Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by
AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust
Collateral Agent shall have no obligation to take such steps with respect to all perfection or
reperfection, except as pursuant to the Basic Documents to which it is a party and to which
AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents
in the name and stead of AmeriCredit and the Trust Collateral Agent hereby accepts such
appointment.



     SECTION 4.6. Covenants, Representations, and Warranties of Servicer. By its execution and delivery of this Agreement, the Servicer makes the following
representations, warranties and covenants on which the Trust Collateral Agent relies in accepting
the Receivables, on which the Trustee relies in authenticating the Notes and on which the Insurer
relies in issuing the Note Policy.



     (a) The Servicer covenants as follows:




     (i) Liens in Force. The Financed Vehicle securing each Receivable shall not be
released in whole or in part from the security interest granted by the Receivable, except
upon payment in full of the Receivable or as otherwise contemplated herein;



35









 






     (ii) No Impairment. The Servicer shall do nothing to impair the rights of the
Trust or the Noteholders in the Receivables, the Dealer Agreements, the Auto Loan Purchase
and Sale Agreements, the Dealer Assignments, the Third-Party Lender Assignments, the
Insurance Policies or the Other Conveyed Property except as otherwise expressly provided
herein;




     (iii) No Amendments. The Servicer shall not extend or otherwise amend the
terms of any Receivable, except in accordance with Section 4.2; and




     (iv) Restrictions on Liens. The Servicer shall not (i) create, incur or suffer
to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the
future (upon the happening of a contingency or otherwise) the creation, incurrence or
existence of any Lien or restriction on transferability of the Receivables except for the
Lien in favor of the Trust Collateral Agent for the benefit of the Noteholders and Insurer,
the Lien imposed by the Spread Account Agreement in favor of the Collateral Agent for the
benefit of the Trust Collateral Agent and Insurer, and the restrictions on transferability
imposed by this Agreement or (ii) sign or file under the Uniform Commercial Code of any
jurisdiction any financing statement which names AmeriCredit or the Servicer as a debtor, or
sign any security agreement authorizing any secured party thereunder to file such financing
statement, with respect to the Receivables, except in each case any such instrument solely
securing the rights and preserving the Lien of the Trust Collateral Agent, for the benefit
of the Noteholders and the Insurer.



     (b) The Servicer represents, warrants and covenants as of the Closing Date as to itself that
the representations and warranties set forth on the Schedule of Representations attached hereto as
Schedule B are true and correct, provided that such representations and warranties contained
therein and herein shall not apply to any entity other than AmeriCredit.



     SECTION 4.7. Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust
Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of
the covenants set forth in Sections 1, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or
4.6 hereof, the party discovering such breach shall give prompt written notice to the others;
provided, however, that the failure to give any such notice shall not affect any
obligation of AmeriCredit as Servicer under this Section. As of the second Accounting Date
following its discovery or receipt of notice of any breach of any covenant set forth in Sections
4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the
Insurer in any Receivable (including any Liquidated Receivable) (or, at AmeriCredit’s election, the
first Accounting Date so following) or the related Financed Vehicle, AmeriCredit shall, unless such
breach shall have been cured in all material respects, purchase from the Trust the Receivable
affected by such breach and, on the related Determination Date, AmeriCredit shall pay the related
Purchase Amount. It is understood and agreed that the obligation of AmeriCredit to purchase any
Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred
and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against
AmeriCredit for such breach available to the Insurer, the Noteholders, the Owner



36









 







Trustee, the
Backup Servicer or the Trust Collateral Agent; provided, however, that AmeriCredit
shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner
Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs,
expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of
counsel, which may be asserted against or incurred by any of them as a result of third party claims
arising out of the events or facts giving rise to such breach. Notwithstanding anything to the
contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to
the Servicer’s not having received Lien Certificates that have been properly applied for from the
Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates
shall not have been received with respect to Receivables with Principal Balances which total more
than 0.5% of the Aggregate Principal Balance as of the 180th day after the Closing Date in which
case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause
the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate
shall have been received to be no greater than 0.5% of the Aggregate Principal Balance as of such
date or (ii) such Lien Certificates shall not have been received as of the 240th day after the
Closing Date. This section shall survive the termination of this Agreement and the earlier removal
or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.



     SECTION 4.8. Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer shall be entitled to receive out of the Collection
Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period
(together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer shall be required to
pay all expenses incurred by it in connection with its activities under this Agreement (including
taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made
by the Servicer to the Noteholders or the Insurer and all other fees and expenses of the Owner
Trustee, the Collateral Agent, the Backup Servicer, the Trust Collateral Agent or the Trustee,
except taxes levied or assessed against the Trust, and claims against the Trust in respect of
indemnification, which taxes and claims in respect of indemnification against the Trust are
expressly stated to be for the account of AmeriCredit). The Servicer shall be liable for the fees
and expenses of the Owner Trustee, the Backup Servicer, the Trust Collateral Agent, the Trustee,
the Custodian, the Collateral Agent, the Lockbox Bank (and any fees under the Lockbox Agreement)
and the Independent Accountants. Notwithstanding the foregoing, if the Servicer shall not be
AmeriCredit, a successor to AmeriCredit as Servicer including the Backup Servicer
permitted by Section 9.3 shall not be liable for taxes levied or assessed against the Trust or
claims against the Trust in respect of indemnification, or the fees and expenses referred to above.



     SECTION 4.9. Preliminary Servicer’s Certificate and Servicer’s Certificate.



     (a) No later than noon Eastern time on each Determination Date, the Servicer shall deliver
(facsimile delivery being acceptable) to the Trustee, the Owner Trustee, the Trust Collateral
Agent, the Collateral Agent, the Backup Servicer, the Insurer, the Swap Provider and each Rating
Agency a Preliminary Servicer’s Certificate executed by a Responsible Officer of the Servicer
containing among other things, all information necessary to enable the Trust Collateral Agent to
give any notice required by Section 5.5(b) and to make the distributions required by Section
5.7(a).



     (b) No later than noon Eastern time on each Determination Date, the Servicer shall deliver
(facsimile delivery being acceptable) to the Trustee, the Owner Trustee, the Trust



37









 







Collateral
Agent, the Collateral Agent, the Backup Servicer, the Insurer, the Swap Provider and each Rating
Agency a Servicer’s Certificate executed by a Responsible Officer of the Servicer containing among
other things, (i) all information necessary to enable the Trust Collateral Agent to make any
withdrawal and deposit required by Section 5.5 and to make the distributions required by Section
5.7(a), (ii) a listing of all Purchased Receivables and Sold Receivables purchased by the Servicer
or sold by the Issuer as of the related Accounting Date, identifying the Receivables so purchased
by the Servicer or sold by the Issuer, (iii) all information necessary to enable the Trust
Collateral Agent to send the statements to Noteholders and the Insurer required by Section 5.10,
and (iv) all information necessary to enable the Trust Collateral Agent to reconcile the aggregate
cash flows, the Collection Account for the related Collection Period and Distribution Date,
including the accounting required by Section 5.10. Receivables purchased by the Servicer or by the
Seller on the related Accounting Date and each Receivable which became a Liquidated Receivable or
which was paid in full during the related Collection Period shall be identified by account number
(as set forth in the Schedule of Receivables). In addition to the information set forth in the
preceding sentence, the Servicer’s Certificate shall also contain the following information: (a)
the Delinquency Ratio, Monthly Extension Rate, Gross Default Ratio and Cumulative Net Loss Ratio
(as such terms are defined herein or in the Spread Account Agreement) for the related Collection
Period; (b) whether any Trigger Event has occurred as of such Determination Date; (c) whether any
Trigger Event that may have occurred as of a prior Determination Date is deemed cured as of such
Determination Date; and (d) whether to the knowledge of the Servicer an Insurance Agreement Event
of Default has occurred.



     SECTION 4.10. Annual Statement as to Compliance, Notice of Servicer Termination Event.



     (a) To the extent required by Section 1123 of Regulation AB, the Servicer shall deliver to the
Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each
Rating Agency, on or before March 31 of each year (regardless of whether
the Seller has ceased filing reports under the Exchange Act), beginning on March 31, 2008, an
officer’s certificate signed by any Responsible Officer of the Servicer, dated as of December 31 of
the previous calendar year, stating that (i) a review of the activities of the Servicer during the
preceding calendar year (or such other period as shall have elapsed from the Closing Date to the
date of the first such certificate) and of its performance under this Agreement has been made under
such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the
Servicer has fulfilled in all material respects all its obligations under this Agreement throughout
such period, or, if there has been a failure to fulfill any such obligation in any material
respect, identifying each such failure known to such officer and the nature and status of such
failure.



     (b) The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent,
the Backup Servicer, the Insurer, the Collateral Agent and each Rating Agency, promptly after
having obtained knowledge thereof, but in no event later than two (2) Business Days thereafter,
written notice in an officer’s
certificate of any event which with the giving of notice or lapse of
time, or both, would become a Servicer Termination Event under Section 9.1(a). The Seller or the
Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup
Servicer, the Insurer, the Collateral Agent, the Servicer or the Seller (as applicable) and each
Rating Agency promptly after having obtained knowledge thereof, but in no event later than two (2)
Business Days thereafter, written notice in an officer’s



38









 







certificate of any event which with the
giving of notice or lapse of time, or both, would become a Servicer Termination Event under any
other clause of Section 9.1.



     (c) The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on
March 31, 2008, a report regarding the Servicer’s assessment of compliance with certain minimum
servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.



     (d) To the extent required by Regulation AB, the Servicer will cause any affiliated servicer
or any other party deemed to be participating in the servicing function pursuant to Item 1122 of
Regulation AB to provide to the Issuer, on or before March 31 of each year, beginning on March 31,
2008, a report regarding such party’s assessment of compliance with certain minimum servicing
criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18
of the Exchange Act and Item 1122 of Regulation AB.



     (e) Wells Fargo Bank, National Association acknowledges, in its capacity as Backup Servicer
and Trust Collateral Agent under this Agreement and in its capacity as Indenture Trustee under the
Basic Documents, that to the extent it is deemed to be participating in the servicing function
pursuant to Item 1122 of Regulation AB, it will take any action reasonably requested by the
Servicer to ensure compliance with the requirements of Sections 4.10(d) and 4.11(b) hereof and with
Item 1122 of Regulation AB. Such required documentation will be delivered to the Servicer by
March 15 of each calendar year.



     SECTION 4.11. Annual Independent Public Accountants’ Reports.



     (a) The Servicer shall cause a firm of nationally recognized independent certified public
accountants (the “Independent Accountants”), who may also render other services to the
Servicer or its Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral
Agent, the Collateral Agent, the Insurer, the Backup Servicer, on or before March 31 (or 90 days
after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in
March 31, 2008, a report, dated as of December 31 of the preceding calendar year, addressed to the
board of directors of the Servicer, providing its attestation report on the servicing assessment
delivered pursuant to Section 4.10(c), including disclosure of any material instance of
non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of
Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act.



     (b) Each party required to deliver an assessment of compliance described in section 4.10(d)
shall cause Independent Accountants, who may also render other services to such party or its
Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the
Collateral Agent, the Insurer, the Backup Servicer and the Servicer, on or before March 31 (or 90
days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning
in March 31, 2008, a report, dated as of December 31 of the preceding calendar year, addressed to
the board of directors of such party, providing its attestation report on the servicing assessment
delivered pursuant to Section 4.10(d), including disclosure of any material instance of
non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item



39









 







1122(b) of
Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act.



     (c) The Servicer shall cause a firm of Independent Accountants, who may also render other
services to the Servicer or to the Seller, (1) to deliver to the Trustee, the Owner Trustee, the
Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before
October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each
year, beginning on October 31, 2008, with respect to the twelve months ended the immediately
preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the
Closing Date to the date of such certificate (which period shall not be less than six months)), a
copy of the Form 10-K filed with the United States Securities and Exchange Commission for
AmeriCredit Corp., which filing includes a statement that such audit was made in accordance with
generally accepted auditing standards, and accordingly included such tests of the accounting
records and such other auditing procedures as such firm considered necessary in the circumstances;
(2) upon request of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer
or the Insurer, to issue an acknowledgement to the effect that such firm has audited the books and
records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and
issued its report pursuant to item (1) of this section and that the accounting firm is independent
of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the
American Institute of Certified Public Accountants; and (3) to deliver to the Insurer, upon the
request of the Insurer, such request not being more often than annually, a report on the
application of agreed upon procedures to three randomly selected Servicer’s Certificates including
the delinquency, default and loss statistics required to be specified therein noting whether any
exceptions or errors in the Servicer’s Certificates were found.



     SECTION 4.12. Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to representatives of the Trustee, the Owner Trustee, the Trust
Collateral Agent, the Backup Servicer and the Insurer reasonable access to the documentation
regarding the Receivables. In each case, such access shall be afforded without charge but only
upon reasonable request and during normal business hours. Nothing in this Section shall affect the
obligation of the Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Servicer to provide access as provided in this
Section as a result of such obligation shall not constitute a breach of this Section.



     SECTION 4.13. Monthly Tape. No later than the second Business Day after each Distribution Date, the Servicer will deliver to
the Trust Collateral Agent, the Insurer and the Backup Servicer a computer tape and a diskette (or
any other electronic transmission acceptable to the Trust Collateral Agent, the Insurer and the
Backup Servicer) in a format acceptable to the Trust Collateral Agent, the Insurer and the Backup
Servicer containing the information with respect to the Receivables as of the preceding Accounting
Date necessary for preparation of the Servicer’s Certificate relating to the immediately preceding
Determination Date and necessary to review the application of collections as provided in Section
5.4 (the “Monthly Tape”). The Backup Servicer shall use such tape or diskette (or other
electronic transmission acceptable to the Trust Collateral Agent and the Backup Servicer) to
confirm that such tape, diskette or other electronic transmission is in readable form and confirm
the Pool Balance. In addition, upon the occurrence of a Servicer Termination Event the Servicer
shall, if so requested by the Controlling



40









 







Party, deliver to the Backup Servicer or any successor
Servicer its Collection Records and its Monthly Records within 15 days after demand therefor and a
computer tape containing as of the close of business on the date of demand all of the data
maintained by the Servicer in computer format in connection with servicing the Receivables. Other
than the duties specifically set forth in this Agreement, the Backup Servicer shall have no
obligations hereunder, including, without limitation, to supervise, verify, monitor or administer
the performance of the Servicer. The Backup Servicer shall have no liability for any actions taken
or omitted by the Servicer.



     SECTION 4.14. [Reserved].



ARTICLE V




Trust Accounts; Distributions;

Statements to Noteholders




     SECTION 5.1. Establishment of Trust Accounts.




     (a) (i) The Trust Collateral Agent, on behalf of the Noteholders and the Insurer, shall
establish and maintain in its own name an Eligible Deposit Account (the “Collection
Account”), bearing a designation clearly indicating that the funds deposited therein are held
for the benefit of the Trust Collateral Agent on behalf of the Noteholders and the Insurer. The
Collection Account shall initially be established with the Trust Collateral Agent.



          (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain
in its own name an Eligible Deposit Account (the “Note Distribution Account”), bearing a
designation clearly indicating that the funds deposited therein are held for the benefit of the
Trust Collateral Agent on behalf of the Noteholders and the Insurer. The Note Distribution Account
shall initially be established with the Trust Collateral Agent.




          (iii) Upon receipt by the Issuer of a Swap Termination Payment, the Trust Collateral Agent, on
behalf of the Noteholders and the Insurer, shall establish and maintain an Eligible Deposit Account
(the “Swap Termination Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the
Noteholders and the Insurer.




     (b) Funds on deposit in the Collection Account, the Note Distribution Account and the Swap
Termination Account (collectively, the “Trust Accounts”) and the Lockbox Accounts shall be
invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any
such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing
instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the
Trust Collateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other
than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account
shall be invested in Eligible Investments that will mature so that such funds will be available at
the close of business on the Business Day immediately preceding the following Distribution Date
(except that if such Eligible Investments are obligations of the institution that maintains such
Trust Account or a fund for which such institution or an Affiliate thereof serves as an investment
advisor, administrator, shareholder servicing agent, custodian



41









 







and/or sub-custodian, then such
Eligible Investment shall be permitted to mature on the Distribution Date). Funds deposited in a
Trust Account on the day immediately preceding a Distribution Date upon the maturity of any
Eligible Investments are required to be invested overnight. All Eligible Investments will be held
to maturity. Each institution at which the relevant Trust Account is maintained shall invest the
funds therein as directed in writing by the Servicer in Eligible Investments.



     (c) All investment earnings of moneys deposited in each Trust Account shall be deposited (or
caused to be deposited) on each Distribution Date by the Trust Collateral Agent in such Trust
Account, and any loss resulting from such investments shall be charged to such Trust Account. The
Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any
of the Trust Accounts unless the security interest granted and perfected in such account will
continue to be perfected in such investment, in either case without any further action by any
Person, and, in connection with any direction to the Trust Collateral Agent to make any such
investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust
Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect.



     (d) The Trust Collateral Agent shall not in any way be held liable by reason of any
insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment
included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad
faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral
Agent, in its commercial capacity as principal obligor and not as trustee, in accordance with their
terms.



     (e) If (i) the Servicer shall have failed to give investment directions in writing for any
funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or
such other time as may be agreed by the Issuer and Trust Collateral Agent) on any Business Day; or
(ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes
but the Notes shall not have been declared due and payable, or, if such Notes shall have been
declared due and payable following an Event of Default, amounts collected or receivable from the
Trust Property are being applied as if there had not been such a declaration; then the Trust
Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust
Accounts in the investment described in clause (d) of the definition of Eligible Investments.



     (f) (i) The Trust Collateral Agent shall possess all right, title and interest in all funds
on deposit from time to time in the Trust Accounts and in all proceeds thereof for the benefit of
the Noteholders and the Insurer and all such funds, investments, proceeds and income shall be part
of the Owner Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under
the sole dominion and control of the Trust Collateral Agent for the benefit of the Noteholders, as
the case may be, and the Insurer. If, at any time, any of the Trust Accounts ceases to be an
Eligible Deposit Account, the Trust Collateral Agent (or the Servicer on its behalf) shall within
five Business Days (or such longer period as to which each Rating Agency and the Insurer may
consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash
and/or any investments to such new Trust Account. In connection with the foregoing, the Servicer
agrees that, in the event that any of the Trust Accounts are not



42









 







accounts with the Trust Collateral
Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such
Trust Accounts ceasing to be an Eligible Deposit Account.



               (ii) With respect to the Trust Account Property, the Trust Collateral Agent agrees that:




     (A) any Trust Account Property that is held in deposit accounts shall
be held solely in the Eligible Deposit Accounts; and, except as otherwise
provided herein, each such Eligible Deposit Account shall be subject to the
exclusive custody and control of the Trust Collateral Agent, and the Trust
Collateral Agent shall have sole signature authority with respect thereto;




     (B) any Trust Account Property that constitutes Physical Property shall
be delivered to the Trust Collateral Agent in accordance with paragraph (a)
of the definition of “Delivery” and shall be held, pending maturity
or disposition, solely by the Trust Collateral Agent or a securities
intermediary (as such term is defined in Section 8-102(14) of the UCC)
acting solely for the Trust Collateral Agent;




     (C) the “securities intermediary’s jurisdiction” for purposes
of Section 8-110 of the UCC shall be the State of New York;




     (D) any Trust Account Property that is a book-entry security held
through the Federal Reserve System pursuant to Federal book-entry
regulations shall be delivered in accordance with paragraph (b) of the
definition of “Delivery” and shall be maintained by the Trust
Collateral Agent, pending maturity or disposition, through continued
book-entry registration of such Trust Account Property as described in such
paragraph;




     (E) any Trust Account Property that is an “uncertificated
security” or a “security entitlement” under Article 8 of the UCC
and that is not governed by clause (D) above shall be delivered to the Trust
Collateral Agent in accordance with paragraph (c) or (d), if applicable, of
the definition of “Delivery” and shall be maintained by the Trust
Collateral Agent, pending maturity or disposition, through continued
registration of the Trust Collateral Agent’s (or its nominee’s) ownership of
such security; and




     (F) any cash that is Trust Account Property shall be considered a
“financial asset” under Article 8 of the UCC.



     (g) The Servicer shall have the power, revocable by the Insurer or, with the consent of the
Insurer by the Trustee or by the Owner Trustee with the consent of the Trustee, to instruct the
Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of
permitting the Servicer and the Trust Collateral Agent to carry out its respective duties
hereunder.



43









 





     (h) The Trust Collateral Agent acknowledges that, pursuant to the provisions of the Swap
Agreement, the Swap Provider may be required to post collateral with the Trust Collateral Agent to
secure the Swap Provider’s obligations under the Swap Agreement. The Trust Collateral Agent agrees
to establish and maintain an Eligible Deposit Account (the “Swap
Account”) to hold such collateral, at the direction of the Servicer or the Controlling Party
if the Swap Provider is required to post Collateral to secure the obligations under the Swap
Agreement. The Trust Collateral Agent further agrees to follow such written instructions relating
to the administration of, and transfers from, such account, as may be delivered by (i) the Servicer
(with the consent of the Controlling Party) or (ii) the Controlling Party, in each case subject to
and in accordance with the terms of Swap Agreement.



     (i) To the extent that (i) the funds available in the Swap Termination Account exceed the
costs of entering into a Replacement Swap Agreement or (ii) the Issuer determines with the consent
of the Insurer (so long as the Insurer is the Controlling Party) not to replace the Swap Agreement
and the Rating Agency Condition is met with respect to such determination, the amounts in the Swap
Termination Account (other than funds used to pay the costs of entering into a Replacement Swap
Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the
priorities set forth in Section 5.7(a) on the following Distribution Date. In any other situation,
amounts on deposit in the Swap Termination Account at any time shall be invested pursuant to 5.1(b)
and on each Distribution Date after the creation of a Swap Termination Account, the funds therein
shall be used (i) as provided in Section 12.5 hereof and (ii) to cover any shortfalls in the
amounts payable under clauses (i) through (v) of Section 5.7(a) (prior to any withdrawal from the
Spread Account), provided that in no event will the amount withdrawn from the Swap Termination
Account on such Distribution Date exceed the amount of net swap payments that would have been
required to be paid on such Distribution Date under the terminated Swap Agreement had there been no
termination of such transaction. Any amounts remaining in the Swap Termination Account after
payment in full of the Class A-4-A Notes and Class A-4-B Notes shall be included in Available Funds
and allocated in accordance with the order of priority specified in Section 5.7(a) on the following
Distribution Date.



     SECTION 5.2. [Reserved].



     SECTION 5.3. Certain Reimbursements to the Servicer. The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account
with respect to a Collection Period for amounts previously deposited in the Collection Account but
later determined by the Servicer to have resulted from mistaken deposits or postings or checks
returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the
Servicer on the related Distribution Date pursuant to Section 5.7(a)(ii) upon certification by the
Servicer of such amounts and the provision of such information to the Trust Collateral Agent and
the Insurer as may be necessary in the opinion of the Insurer to verify the accuracy of such
certification; provided, however, that the Servicer must provide such clarification
within 12 months of such mistaken deposit, posting, or returned check. In the event that the
Insurer has not received evidence satisfactory to it of the Servicer’s entitlement to reimbursement
pursuant to this Section, the Insurer shall (unless an Insurer Default shall have occurred and be
continuing) give the Trust Collateral Agent notice in writing to such effect, following receipt of
which the Trust Collateral Agent shall not make a distribution to the Servicer in respect of such
amount



44









 







pursuant to Section 5.7, or if the Servicer prior thereto has been reimbursed pursuant to
Section
5.7, the Trust Collateral Agent shall withhold such amounts from amounts otherwise distributable to
the Servicer on the next succeeding Distribution Date. The Servicer will additionally be entitled
to receive from amounts on deposit in the Collection Account with respect to a Collection Period
any amounts paid by Obligors that were deposited in the Lockbox Account but that do not relate to
(i) principal and interest payments due on the Receivables and (ii) any fees or expenses related to
extensions due on the Receivables.



     SECTION 5.4. Application of Collections. All collections for the Collection Period shall be applied by the Servicer as follows:



     With respect to each Receivable (other than a Purchased Receivable or a Sold Receivable),
payments by or on behalf of the Obligor, (other than Supplemental Servicing Fees with respect to
such Receivable, to the extent collected) shall be applied to interest and principal in accordance
with the Simple Interest Method.



     All amounts collected that are payable to the Servicer as Supplemental Servicing Fees
hereunder shall be deposited in the Collection Account and paid to the Servicer in accordance with
Section 5.7(a).



     SECTION 5.5. Withdrawals from Spread Account.



     (a) In the event that the Preliminary Servicer’s Certificate with respect to any Determination
Date shall state that there is a Spread Account Claim Amount with respect to the related
Distribution Date, then the Trust Collateral Agent shall deliver to the Collateral Agent, the Owner
Trustee, the Trustee, the Insurer and the Servicer, by hand delivery or facsimile transmission, no
later than 12:00 noon, Eastern time, on the second Business Day preceding such Distribution Date, a
written notice (a “Deficiency Notice”) specifying the Spread Account Claim Amount for such
Distribution Date and the Deficiency Amount, if any. Such Deficiency Notice shall direct the
Collateral Agent to remit such Spread Account Claim Amount (to the extent of the funds available to
be distributed pursuant to the Spread Account Agreement) to the Trust Collateral Agent for deposit
in the Collection Account on the related Distribution Date.



     (b) In the event that the Preliminary Servicer’s Certificate with respect to any Determination
Date shall state that there shall be an Accelerated Payment Amount Shortfall with respect to the
related Distribution Date, then no later than 2:00 p.m. Eastern time on the Business Day preceding
such Distribution Date the Trust Collateral Agent shall deliver to the Collateral Agent, the Owner
Trustee, the Trustee, the Insurer and the Servicer, by hand delivery or facsimile transmission, an
Accelerated Payment Shortfall Notice. Such Accelerated Payment Shortfall Notice shall direct the
Collateral Agent to remit such Accelerated Payment Amount Shortfall (to the extent of funds
available to be distributed in the Spread Account) to the Trust Collateral Agent for deposit in the
Note Distribution Account on the related Distribution Date.



     (c) The amounts distributed by the Collateral Agent to the Trust Collateral Agent pursuant to
a Deficiency Notice or Accelerated Payment Shortfall Notice shall be
deposited by the Trust Collateral Agent into the Collection Account pursuant to Section 5.6
for application on the related Distribution Date pursuant to Section 5.7.



45









 





     SECTION 5.6. Additional Deposits.



     (a) The Servicer and the Seller, as applicable, shall deposit or cause to be deposited in the
Collection Account on the Determination Date on which such obligations are due the aggregate
Purchase Amount with respect to Purchased Receivables and the aggregate Sale Amounts with respect
to Sold Receivables. On or before each Distribution Date, the Trust Collateral Agent shall remit
to the Collection Account any amounts delivered to the Trust Collateral Agent by the Collateral
Agent.



     (b) The proceeds of any purchase or sale of the assets of the Trust described in Section 10.1
hereof shall be deposited in the Collection Account.



     (c) Net payments received from the Swap Provider, if any, shall be deposited by the Trust
Collateral Agent in the Collection Account.



     SECTION 5.7. Distributions



     (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the
information contained in the Preliminary Servicer’s Certificate delivered with respect to the
related Determination Date) distribute the following amounts from the Collection Account unless
otherwise specified, to the extent of the sources of funds stated to be available therefor, and in
the following order of priority:




     (i) from the Available Funds, amounts withdrawn from the Swap Termination Account (if
any) and any Spread Account Claim Amount Deposits, to the Swap Provider, net payments
(excluding Swap Termination Payments) due to it under the Swap Agreement;




     (ii) from the Available Funds, amounts withdrawn from the Swap Termination Account (if
any) and any Spread Account Claim Amount Deposits, to the Servicer, (1) the Base Servicing
Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related
Collection Period, (3) any amounts specified in Section 5.3, (4) to the extent the Servicer
has not reimbursed itself in respect of such amounts pursuant to Section 5.3 and to the
extent not retained by the Servicer and to pay to AmeriCredit any amounts paid by Obligors
during the preceding calendar month that did not relate to (x) principal and interest
payments due on the Receivables and (y) any fees or expenses related to extensions due on
the Receivables, and (5) to any successor Servicer, transition fees not to exceed $200,000
(including boarding fees) in the aggregate;




     (iii) from the Available Funds, amounts withdrawn from the Swap Termination Account (if
any) and any Spread Account Claim Amount Deposits, to each of the Lockbox Banks, the
Trustee, the Trust Collateral Agent, the Backup Servicer
(in its capacity as either Backup Servicer or successor Servicer) and the Owner
Trustee, their respective accrued and unpaid fees, expenses or indemnities (in each case, to
the extent such fees, expenses and indemnities have not been previously paid by the
Servicer, and provided that such fees, expenses and indemnities shall not exceed (x)
$100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $200,000 in the
aggregate in



46









 






any calendar year to the Lockbox Banks, the Trust Collateral Agent, the Backup
Servicer (in its capacity as either Backup Servicer or successor Servicer) and the Trustee;




     (iv) from the Available Funds, amounts withdrawn from the Swap Termination Account (if
any) and any Spread Account Claim Amount Deposits, to the Note Distribution Account, the
Noteholders’ Interest Distributable Amount;




     (v) from the Available Funds, amounts withdrawn from the Swap Termination Account (if
any) and any Spread Account Claim Amount Deposits, to the Insurer, the Premium (as defined
in the Insurance Agreement) and, so long as no Insurer Default has occurred and is
continuing, to the extent of any amounts owing to the Insurer under the Insurance Agreement
and not paid;




     (vi) from the Available Funds and any Spread Account Claim Amount Deposits (other than
amounts relating to Spread Account Claim Amounts described in clause (i) of the definition
thereof), to the Note Distribution Account, the Noteholders’ Principal Distributable Amount
and the Noteholders’ Parity Deficit Amount;




     (vii) from the Available Funds to the Spread Account, an amount, if necessary, required
to increase the amount therein to its then required level;




     (viii) from the Available Funds and other amounts, if any, received by the Trust
Collateral Agent in respect of the Accelerated Payment Amount Shortfall Deposits, to the
Note Distribution Account, the Noteholders’ Accelerated Principal Amount;




     (ix) from the Available Funds, to the Swap Provider, any Swap Termination Payments;




     (x) from the Available Funds, to the Insurer, so long as an Insurer Default has
occurred and is continuing, the amounts otherwise payable under clause (v) above in the
absence of such Insurer Default, excluding the Premium (as defined in the Insurance
Agreement); and




     (xi) from the Available Funds, any remaining Available Funds to the Collateral Agent
for deposit in the Spread Account;


provided, however, that, (A) following an acceleration of the Notes pursuant to the
Indenture or, (B) if an Insurer Default shall have occurred and be continuing and an Event of
Default pursuant to Section 5.1(i), 5.1(ii), 5.1(v), 5.1(vi) or 5.1(vii) of the Indenture shall
have occurred and be continuing, or (C) the receipt of Insolvency Proceeds pursuant to Section
10.1(b), amounts
deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid
to the Noteholders, pursuant to Section 5.6 of the Indenture.




     (b) On each Distribution Date, the Trust Collateral Agent shall (based solely on the
information contained in the Servicer’s Certificate delivered with respect to the related
Determination Date, unless the Insurer shall have notified the Trust Collateral Agent in writing of
any errors or deficiencies with respect thereto) distribute from the Collection Account the
Additional Funds Available in accordance with the priorities set forth in Section 5.7(a) or as may


47









 




be directed by the Insurer in writing with respect to that portion of the Additional Funds
Available constituting Insurer Optional Deposits and the Trust Collateral Agent shall deposit in
the Note Distribution Account any Insured Payments (as defined in the Note Policy) due on such
Distribution Date, which amount shall be applied solely to the payment of amounts then due and
unpaid on the Notes in accordance with the priorities set forth in Section 5.8(a) hereof or Section
5.6 of the Indenture, as applicable.



     (c) In the event that the Collection Account is maintained with an institution other than the
Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits
and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date.



     SECTION 5.8. Note Distribution Account.



     (a) On each Distribution Date (based solely on the information contained in the Preliminary
Servicer’s Certificate) the Trust Collateral Agent shall distribute all amounts on deposit in the
Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and
unpaid on the Notes for principal and interest in the following amounts and in the following order
of priority:




     (i) accrued and unpaid interest on the Notes; provided that if there are not
sufficient funds in the Note Distribution Account to pay the entire amount of accrued and
unpaid interest then due on each Class of Notes, the amount in the Note Distribution Account
shall be applied to the payment of such interest on each Class of Notes pro rata on the
basis of the amount of accrued and unpaid interest due on each Class of Notes;




     (ii) outstanding principal on the Notes, such amounts to be paid in accordance with the
following priority:




     (1) to the Holders of the Class A-1 Notes with the total amount paid out on
each Distribution Date until the outstanding principal balance of the Class A-1
Notes has been reduced to zero;




     (2) to the Holders of the Class A-2 Notes with the total amount paid out on
each Distribution Date until the outstanding principal balance of the Class A-2
Notes has been reduced to zero;




     (3) to the Holders of the Class A-3-A Notes and Class A-3-B Notes, pro rata,
with the total amount paid out on each Distribution Date until the outstanding
principal balance of the Class A-3-A Notes and Class A-3-B Notes have been
reduced to zero; and




     (4) to the Holders of the Class A-4-A Notes and Class A-4-B Notes, pro rata,
with the total amount paid out on each Distribution Date until the outstanding
principal balance of the Class A-4-A Notes and Class A-4-B Notes has been reduced
to zero.



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     (b) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the
statement provided to the Trust Collateral Agent by the Servicer pursuant to Section 5.10 hereof on
such Distribution Date.



     (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of
income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder
in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to
retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of
any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral
Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax,
if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax
imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the
time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a
possibility that withholding tax is payable with respect to a distribution (such as a distribution
to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such
amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a
refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such
Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral
Agent for any out-of-pocket expenses (including legal fees and expenses) incurred.



     (d) Distributions required to be made to Noteholders on any Distribution Date shall be made to
each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately
available funds, to the account of such Holder at a bank or other entity having appropriate
facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate
written instructions at least five Business Days prior to such Distribution Date and such Holder’s
Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed
to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding
the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled
Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note
at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4
of the Indenture.



     (e) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent
hereunder need not be segregated in any manner except to the extent required by law and may be
deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent
shall not be liable for any interest thereon.



49









 





     SECTION 5.9. [Reserved].



     SECTION 5.10. Statements to Noteholders.



     (a) On or prior to each Distribution Date, the Trust Collateral Agent shall provide each
Noteholder of record (with a copy to the Insurer and the Rating Agencies) a statement setting forth
at least the following information as to the Notes to the extent applicable:




     (i) the amount of such distribution allocable to principal of each Class of Notes;




     (ii) the amount of such distribution allocable to interest on or with respect to each
Class of Notes;




     (iii) the amount of such distribution payable out of amounts withdrawn from the Spread
Account or pursuant to a claim on the Note Policy;




     (iv) the Pool Balance as of the close of business on the last day of the preceding
Collection Period;




     (v) the aggregate outstanding principal amount of each Class of the Notes and the Note
Pool Factor for each such Class after giving effect to payments allocated to principal
reported under (i) above;




     (vi) the amount of the Servicing Fee paid to the Servicer with respect to the related
Collection Period and/or due but unpaid with respect to such Collection Period or prior
Collection Periods, as the case may be;




     (vii) the Noteholders’ Interest Carryover Amount and the Noteholders’ Principal
Carryover Amount, if any, and the change in those amounts from the preceding statement;




     (viii) the amount of the aggregate Realized Losses, if any, for the second preceding
Collection Period;




     (ix) the aggregate Purchase Amounts for Receivables, if any, that were repurchased by
the Servicer or the Seller in such period; and




     (x) the aggregate Sale Amounts for Sold Receivables, if any, that were sold by the
Issuer in such period.


Each amount set forth pursuant to paragraph (i), (ii), (iii) and (vii) above shall be expressed as
a dollar amount per $1,000 of the initial principal balance of the Notes (or Class thereof).




     (b) The Trust Collateral Agent will make available each month to each Noteholder the
statements referred to in Section 5.10(a) above (and certain other documents, reports and
information regarding the Receivables provided by the Servicer from time to time) via the Trust
Collateral Agent’s internet website with the use of a password provided by the Trust


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Collateral
Agent. The Trust Collateral Agent’s internet website will be located at www.CTSLink.com or at such
other address as the Trust Collateral Agent shall notify the Noteholders from time to time. For
assistance with regard to this service, Noteholders can call the Trust Collateral Agent’s Corporate
Trust Office at (866) 846-4526. The Trust Collateral Agent shall have the right to change the way
the statements referred to in Section 5.10(a) above are distributed in order to make such
distribution more convenient and/or more accessible to the parties entitled to receive such
statements. The Trust Collateral Agent shall provide notification of any such change to all
parties entitled to receive such statements in the manner described in Section 12.3 hereof, Section
11.4 of the Indenture or Section 11.5 of the Indenture, as appropriate.



     SECTION 5.11. Optional Deposits by the Insurer. The Insurer shall at any time, and from time to time, with respect to a Distribution Date, have
the option (but shall not be required, except in accordance with the terms of the Note Policy) to
deliver amounts to the Trust Collateral Agent for deposit into the Collection Account for any of
the following purposes: (i) to provide funds in respect of the payment of fees or expenses of any
provider of services to the Trust with respect to such Distribution Date, or (ii) to include such
amount to the extent that without such amount a draw would be required to be made on the Note
Policy.



     SECTION 5.12. Determination of LIBOR



     The Trust Collateral Agent will determine LIBOR for purposes of calculating the Interest Rate
for the Class A-3-B Notes and the Class A-4-B Notes on July 24, 2007 for the period from the
Closing Date to the first Distribution Date, and for each given Interest Period thereafter, on the
second London Business Day prior to the Distribution Date on which such Interest Period begins
(each, a “LIBOR Determination Date”). For purposes of calculating LIBOR, a “London
Business Day” means a day on which banking institutions in the City of London, England are not
required or authorized by law to be closed.



     “LIBOR” means, the rate for deposits in U.S. Dollars, for a period equal to one month,
which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the related
LIBOR Determination Date. If such rate does not appear on the Reuters Screen LIBOR01 Page, the rate
for that Interest Period will be determined on the basis of the rates at which deposits in U.S.
Dollars are offered by any four major banks in the London interbank market selected by the
calculation agent at approximately 11:00 a.m., London time, on the related LIBOR Determination Date
to prime banks in the London interbank market for a period of one month, commencing on the first
day of such Interest Period in the relevant market at the relevant time. The Trust Collateral
Agent, as calculation agent, will request the principal London office of each of those four banks
to provide a quotation of its rate. If at least two such quotations are provided, the rate for
that Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations
are provided as requested, the rate for that Interest
Period will be the arithmetic mean of the rates quoted by major banks in New York City
selected by the Trust Collateral Agent, as calculation agent, at approximately 11:00 a.m., New York
City time, on the LIBOR Determination Date with respect to such Interest Period for loans in U.S.
Dollars to leading European banks for a period equal to one month, commencing on the first day of
such Interest Period and in an amount that is representative for a single such transaction in the
relevant market at the relevant time.



51









 





     “Reuters Screen LIBOR01 Page” is the display designated on the Reuters Monitor Money
Rates Service (or any other page that replaces that page on that service for the purpose of
displaying comparable name or rates).



ARTICLE VI




The Note Policy 




     SECTION 6.1. Claims Under Note Policy.



     (a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with
respect to any Determination Date pursuant to Section 5.5 hereof, the Trust Collateral Agent shall
on the related Draw Date determine the Deficiency Amount for the related Distribution Date. If the
Deficiency Amount for such Distribution Date is greater than zero, the Trustee shall furnish to the
Insurer no later than 12:00 noon Eastern time on the related Draw Date a completed Notice (as
defined in (b) below) in the amount of the Deficiency Amount. Amounts paid by the Insurer pursuant
to a claim submitted under this Section shall be deposited by the Trustee into the Note
Distribution Account for payment to Noteholders on the related Distribution Date.



     (b) Any notice delivered by the Trustee to the Insurer in the form attached as Exhibit A to
the Note Policy pursuant to subsection 6.1(a) shall specify the Deficiency Amount claimed under the
Note Policy and shall constitute a “Notice” under the Note Policy. In accordance with the
provisions of the Note Policy, the Insurer is required to pay to the Trustee the Deficiency Amount
properly claimed thereunder by 12:00 noon, New York time, on the later of (i) the second Business
Day following receipt on a Business Day of the Notice, and (ii) the applicable Distribution Date.
Any payment made by the Insurer under the Note Policy shall be applied solely to the payment of the
Notes, and for no other purpose.



     (c) The Trustee shall (i) receive as attorney-in-fact of each Noteholder any Deficiency Amount
from the Insurer and (ii) deposit the same in the Note Distribution Account for distribution to
Noteholders. Any and all Deficiency Amounts disbursed by the Trustee or Trust Collateral Agent
from claims made under the Note Policy shall not be considered payment by the Trust or from the
Spread Account with respect to such Notes, and shall not discharge the obligations of the Trust
with respect thereto. The Insurer shall, to the extent it makes any payment with respect to the
Notes, become subrogated to the rights of the recipients of such payments to the extent of such
payments. Subject to and conditioned upon any payment with respect to the Notes by or on behalf of
the Insurer, the Trustee shall assign to the Insurer all rights to the payment of interest or
principal with respect to the Notes which are then due for
payment to the extent of all payments made by the Insurer, and the Insurer may exercise any
option, vote, right, power or the like with respect to the Notes to the extent that it has made
payment pursuant to the Note Policy. To evidence such subrogation, the Note Registrar shall note
the Insurer’s rights as subrogee upon the register of Noteholders upon receipt from the Insurer of
proof of payment by the Insurer of any Deficiency Amount. The foregoing subrogation shall in all
cases be subject to the rights of the Noteholders to receive all Insured Payments (as defined in
the Note Policy) in respect of the Notes.




52









 






     (d) The Trustee and the Trust Collateral Agent shall keep a complete and accurate record of
all funds deposited by the Trustee on behalf of the Insurer into the Note Distribution Account with
respect to the Note Policy and the allocation of such funds to payment of interest on and principal
paid in respect of any Note. The Insurer shall have the right to inspect such records at
reasonable times upon one Business Day’s prior notice to the Trust Collateral Agent or the Trustee.



     (e) The Trustee shall be entitled to enforce on behalf of the Noteholders the obligations of
the Insurer under the Note Policy. Notwithstanding any other provision of this Agreement or any
Basic Document, the Noteholders are not entitled to institute proceedings directly against the
Insurer.



     SECTION 6.2. Preference Claims Under Note Policy.



     (a) In the event that the Trustee has received a certified copy of an order of the appropriate
court that any payment paid on a Note has been avoided in whole or in part as a preference payment
under applicable bankruptcy law pursuant to a final nonappealable order of a court having competent
jurisdiction, the Trustee shall so notify the Insurer, shall comply with the provisions of the Note
Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides
notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder’s
payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the
Note Policy. The Trust Collateral Agent and the Trustee shall furnish to the Insurer its records
evidencing the payments of principal of and interest on Notes, if any, which have been made by the
Trust Collateral Agent or the Trustee and subsequently recovered from Noteholders, and the dates on
which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make
such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the order and not to the Trust Collateral Agent, the Trustee or any
Noteholder directly (unless a Noteholder has previously paid such payment to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make
such payment to the Trustee for distribution to such Noteholder upon proof of such payment
reasonably satisfactory to the Insurer).



     (b) The Trust Collateral Agent or the Trustee shall promptly notify the Insurer of any
proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral
Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law of any distribution
made with respect to the Notes (a “Note Preference Claim”). Each Noteholder, by its
purchase of Notes, the Trustee and the Trust Collateral Agent hereby agree that so long as an
Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the
continuation of any proceeding relating to a Note Preference Claim direct all matters relating to
such Note Preference Claim, including, without limitation, (i) the direction of any appeal of any
order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or
performance bond pending any such appeal at the expense of the Insurer, but subject to
reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the
foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder,
the Trustee and the Trust Collateral Agent hereby delegate and assign, to the fullest


53









 






extent
permitted by law, the rights of the Trustee and each Noteholder in the conduct of any proceeding
with respect to a Note Preference Claim, including, without limitation, all rights of any party to
an adversary proceeding action with respect to any court order issued in connection with any such
Note Preference Claim.



     SECTION 6.3. Surrender of Note Policy. The Trustee shall surrender the Note Policy to the Insurer for cancellation upon the expiration
of such policy in accordance with the terms thereof.



ARTICLE VII




The Seller




     SECTION 7.1. Representations of Seller. The Seller makes the following representations on which the Insurer shall be deemed to have
relied in executing and delivering the Note Policy and on which the Issuer is deemed to have relied
in acquiring the Receivables and on which the Trustee, Collateral Agent, Trust Collateral Agent and
Backup Servicer may rely. The representations speak as of the execution and delivery of this
Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer
and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.



     (a) Schedule of Representations. The representations and warranties set forth on the
Schedule of Representations attached hereto as Schedule B are true and correct.



     (b) Organization and Good Standing. The Seller has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of Nevada, with power and
authority to own its properties and to conduct its business as such properties are currently owned
and such business is currently conducted, and had at all relevant times, and now has, power,
authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property
transferred to the Trust.



     (c) Due Qualification. The Seller is duly qualified to do business as a foreign
corporation in good standing and has obtained all necessary licenses and approvals in all
jurisdictions where the failure to do so would materially and adversely affect Seller’s ability to
transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this
Agreement, or the validity or enforceability of the Receivables and the Other Conveyed
Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents.



     (d) Power and Authority. The Seller has the power and authority to execute and
deliver this Agreement and its Basic Documents and to carry out its terms and their terms,
respectively; the Seller has full power and authority to sell and assign the Receivables and the
Other Conveyed Property to be sold and assigned to and deposited with the Trust by it and has duly
authorized such sale and assignment to the Trust by all necessary corporate action; and the
execution, delivery and performance of this Agreement and the Seller’s Basic Documents have been
duly authorized by the Seller by all necessary corporate action.



54









 





     (e) Valid Sale, Binding Obligations. This Agreement effects a valid sale, transfer
and assignment of the Receivables and the Other Conveyed Property, enforceable against the Seller
and creditors of and purchasers from the Seller; and this Agreement and the Seller’s Basic
Documents, when duly executed and delivered, shall constitute legal, valid and binding obligations
of the Seller enforceable in accordance with their respective terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by equitable limitations on the availability of
specific remedies, regardless of whether such enforceability is considered in a proceeding in
equity or at law.



     (f) No Violation. The consummation of the transactions contemplated by this Agreement
and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents
shall not conflict with, result in any breach of any of the terms and provisions of or constitute
(with or without notice, lapse of time or both) a default under the certificate of incorporation or
by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to
which the Seller is a party or by which it is bound, or result in the creation or imposition of any
Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage,
deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or
regulation applicable to the Seller of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction over the Seller or
any of its properties.



     (g) No Proceedings. There are no proceedings or investigations pending or, to the
Seller’s knowledge, threatened against the Seller, before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having jurisdiction over
the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic
Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any
determination or ruling that might materially and adversely affect the performance by the Seller of
its obligations under, or the validity or enforceability of, this Agreement or any of the Basic
Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or
local tax attributes of the Notes.



     (h) No Consents. The Seller is not required to obtain the consent of any other party
or any consent, license, approval or authorization, or registration or declaration with, any
governmental authority, bureau or agency in connection with the execution, delivery,
performance, validity or enforceability of this Agreement which has not already been obtained.



     (i) True Sale. The Receivables are being transferred with the intention of removing
them from the Seller’s estate pursuant to Section 541 of the Bankruptcy Code, as the same may be
amended from time to time.



     (j) Chief Executive Office. The chief executive office of the Seller is at 2265 B
Renaissance Drive, Suite 17, Las Vegas, Nevada 89119.



55









 






     SECTION 7.2. Corporate Existence.



     (a) During the term of this Agreement, the Seller will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the jurisdiction of its
incorporation and will obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and enforceability of
this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate
to the proper administration of this Agreement and the transactions contemplated hereby.



     (b) During the term of this Agreement, the Seller shall observe the applicable legal
requirements for the recognition of the Seller as a legal entity separate and apart from its
Affiliates, including as follows:




     (i) the Seller shall maintain corporate records and books of account separate from
those of its Affiliates;




     (ii) except as otherwise provided in this Agreement, the Seller shall not commingle its
assets and funds with those of its Affiliates;




     (iii) the Seller shall hold such appropriate meetings of its board of directors, or
adopt resolutions pursuant to a unanimous written consent of the board of directors, as are
necessary to authorize all the Seller’s corporate actions required by law to be authorized
by the board of directors, shall keep minutes of such meetings and of meetings of its
stockholder(s) and observe all other customary corporate formalities (and any successor
Seller not a corporation shall observe similar procedures in accordance with its governing
documents and applicable law);




     (iv) the Seller shall at all times hold itself out to the public under the Seller’s own
name as a legal entity separate and distinct from its Affiliates;




     (v) all transactions and dealings between the Seller and its Affiliates will be
conducted on an arm’s-length basis; and




     (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind
incurred by the Seller.



     SECTION 7.3. Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Seller under this Agreement.



     (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the
Trust, the Insurer, the Trustee, Backup Servicer, the Collateral Agent and the Trust Collateral
Agent and its officers, directors, employees and agents from and against any taxes that may at any
time be asserted against any such Person with respect to the transactions or activities
contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out
of fees paid to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer and
except any taxes to which the Owner Trustee, the Trust Collateral Agent or the




56









 






Trustee may
otherwise be subject to, without regard to the transactions contemplated hereby), including any
sales, gross receipts, general corporation, tangible or intangible personal property, privilege or
license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to,
federal or other income taxes arising out of distributions on the Notes) and costs and expenses in
defending against the same.



     (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the
Trustee, Backup Servicer, the Collateral Agent, the Insurer and the Trust Collateral Agent and the
officers, directors, employees and agents thereof and the Noteholders from and against any loss,
liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or
negligence in the performance of its duties under this Agreement, or by reason of reckless
disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s
violation of federal or state securities laws in connection with the offering and sale of the
Notes.



     (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee,
Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer and the officers, directors,
employees and agents thereof from and against any and all costs, expenses, losses, claims, damages
and liabilities arising out of, or incurred in connection with the acceptance or performance of the
trusts and duties set forth herein and in the Basic Documents except to the extent that such cost,
expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or
negligence (except for errors in judgment) of the Owner Trustee, Trustee, Trust Collateral Agent,
Collateral Agent and Backup Servicer respectively.



     Indemnification under this Section shall survive the resignation or removal of the Owner
Trustee, the Trustee, the Backup Servicer, the Collateral Agent or the Trust Collateral Agent and
the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall
include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller
shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of
whom such payments are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to the Seller, without interest.



     SECTION 7.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from
any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the
properties and assets of the Seller substantially as a whole, which Person in any of the foregoing
cases executes an agreement of assumption to perform every obligation of the Seller under this
Agreement, shall be the successor to the Seller hereunder without the execution or filing of any
document or any further act by any of the parties to this Agreement; provided,
however, that (i) the Seller shall have received the written consent of the Insurer prior
to entering into any such transaction, (ii) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer
Termination Event, and no event which, after notice or lapse of time, or both, would become a
Servicer Termination Event shall have happened and be continuing, (iii) the Seller shall have
delivered to the Owner Trustee, the Trust Collateral Agent, the Collateral Agent, the Trustee and
the Insurer an Officers’ Certificate and an Opinion of Counsel each stating that such



57









 







consolidation, merger or succession and such agreement of assumption comply with this Section and
that all conditions precedent, if any, provided for in this Agreement relating to such transaction
have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to
such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral
Agent, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel stating that, in the
opinion of such counsel, either (A) all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary fully to preserve and protect
the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the
Receivables and reciting the details of such filings or (B) no such action shall be necessary to
preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution
of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v)
above shall be conditions to the consummation of the transactions referred to in clauses (a), (b)
or (c) above.



     SECTION 7.5. Limitation on Liability of Seller and Others. The Seller and any director, officer or employee or agent of the Seller may rely in good faith
on the advice of counsel or on any document of any kind, prima facie properly executed and
submitted by any Person respecting any matters arising under any Basic Document. The Seller shall
not be under any obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under this Agreement, and that in its opinion may involve it in any
expense or liability.



     SECTION 7.6. Ownership of the Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the
owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the
Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document.
Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and
proportionate benefit under the provisions of the Basic Documents, without preference, priority, or
distinction as among all of the Notes or Certificates; provided, however, that any
Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or
Certificates are owned by them, shall be without voting rights for any purpose set forth in the
Basic Documents and will not be entitled to the benefits of the Note Policy. The Seller shall





notify the Owner Trustee, the Trustee, the Trust Collateral Agent and the Insurer with respect to
any other transfer of any Certificate.



ARTICLE VIII




The Servicer 




     SECTION 8.1. Representations of Servicer. The Servicer makes the following representations on which the Insurer shall be deemed to have
relied in executing and delivering the Note Policy and on which the Issuer is deemed to have relied
in acquiring the Receivables. The representations speak as of the execution and delivery of this
Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer
and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.



58









 





     (a) Representations and Warranties. The representations and warranties set forth on
the Schedule of Representations attached hereto as Schedule B are true and correct, provided that
such representations and warranties contained therein and herein shall not apply to any entity
other than AmeriCredit;



     (b) Organization and Good Standing. The Servicer has been duly organized and is
validly existing and in good standing under the laws of its jurisdiction of organization, with
power, authority and legal right to own its properties and to conduct its business as such
properties are currently owned and such business is currently conducted, and had at all relevant
times, and now has, power, authority and legal right to enter into and perform its obligations
under this Agreement;



     (c) Due Qualification. The Servicer is duly qualified to do business as a foreign
corporation, is in good standing and has obtained all necessary licenses and approvals, in all
jurisdictions in which the ownership or lease of property or the conduct of its business (including
the servicing of the Receivables as required by this Agreement) requires or shall require such
qualification;



     (d) Power and Authority. The Servicer has the power and authority to execute and
deliver this Agreement and its Basic Documents and to carry out its terms and their terms,
respectively, and the execution, delivery and performance of this Agreement and the Servicer’s
Basic Documents have been duly authorized by the Servicer by all necessary corporate action;



     (e) Binding Obligation. This Agreement and the Servicer’s Basic Documents shall
constitute legal, valid and binding obligations of the Servicer enforceable in accordance with
their respective terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and
by equitable limitations on the availability of specific remedies, regardless of whether such
enforceability is considered in a proceeding in equity or at law;



     (f) No Violation. The consummation of the transactions contemplated by this Agreement
and the Servicer’s Basic Documents, and the fulfillment of the terms of this
Agreement and the Servicer’s Basic Documents, shall not conflict with, result in any breach of
any of the terms and provisions of, or constitute (with or without notice or lapse of time) a
default under, the articles of incorporation or bylaws of the Servicer, or any indenture,
agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which
it is bound, or result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other
instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to
the Servicer of any court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Servicer or any of its properties;



     (g) No Proceedings. There are no proceedings or investigations pending or, to the
Servicer’s knowledge, threatened against the Servicer, before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having jurisdiction over
the Servicer or its properties (A) asserting the invalidity of this Agreement or any of the Basic
Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the



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transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any
determination or ruling that might materially and adversely affect the performance by the Servicer
of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic
Documents or (D) seeking to adversely affect the federal income tax or other federal, state or
local tax attributes of the Notes;



     (h) No Consents. The Servicer is not required to obtain the consent of any other
party or any consent, license, approval or authorization, or registration or declaration with, any
governmental authority, bureau or agency in connection with the execution, delivery, performance,
validity or enforceability of this Agreement which has not already been obtained.



     SECTION 8.2. Liability of Servicer; Indemnities



     (a) . The Servicer (in its capacity as such) shall be liable hereunder only to the extent of
the obligations in this Agreement specifically undertaken by the Servicer and the representations
made by the Servicer.



     (a) The Servicer shall defend, indemnify and hold harmless the Trust, the Trustee, the Trust
Collateral Agent, the Owner Trustee, the Backup Servicer, the Collateral Agent, the Insurer, their
respective officers, directors, agents and employees, and the Noteholders from and against any and
all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and
expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership
or operation by the Servicer or any Affiliate thereof of any Financed Vehicle;



     (b) The Servicer (when the Servicer is AmeriCredit) shall indemnify, defend and hold harmless
the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Backup Servicer, the
Collateral Agent, the Insurer, their respective officers, directors, agents and employees and the
Noteholders from and against any taxes that may at any time be asserted against any of such parties
with respect to the transactions or activities contemplated in this Agreement, including, without
limitation, any sales, gross receipts, general corporation, tangible or intangible personal
property, privilege or license taxes (but not including any federal or other
income taxes, including franchise taxes asserted with respect to, and as of the date of, the
sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original
sale of the Notes) and costs and expenses in defending against the same;



     (c) The Servicer (when the Servicer is not AmeriCredit) shall indemnify, defend and hold
harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Backup
Servicer, the Collateral Agent, the Insurer, their respective officers, directors, agents and
employees and the Noteholders from and against any taxes with respect to the sale of Receivables in
connection with servicing hereunder that may at any time be asserted against any of such parties
with respect to the transactions or activities contemplated in this Agreement, including, without
limitation, any sales, gross receipts, general corporation, tangible or intangible personal
property, privilege or license taxes (but not including any federal or other income taxes,
including franchise taxes asserted with respect to, and as of the date of, the sale of the
Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the
Notes) and costs and expenses in defending against the same; and



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     (d) The Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust
Collateral Agent, the Owner Trustee, the Backup Servicer, the Collateral Agent, the Insurer, their
respective officers, directors, agents and employees and the Noteholders from and against any and
all costs, expenses, losses, claims, damages, and liabilities, including reasonable fees and
expenses of counsel and expenses of litigation, to the extent that such cost, expense, loss, claim,
damage, or liability arose out of, or was imposed upon the Trust, the Trustee, the Owner Trustee,
the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Insurer or the
Noteholders by reason of the breach of this Agreement by the Servicer, the negligence, misfeasance,
or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of
reckless disregard of its obligations and duties under this Agreement.



     (e) AmeriCredit shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust
Collateral Agent, the Owner Trustee, the Backup Servicer, the Collateral Agent, the Insurer, their
respective officers, directors, agents and employees and the Noteholders from and against any loss,
liability or expense incurred by reason of the violation by Servicer or Seller of federal or state
securities laws in connection with the registration or the sale of the Notes. This section shall
survive the termination of this Agreement, or the earlier removal or resignation of the Trustee,
the Trust Collateral Agent, the Backup Servicer or the Collateral Agent.



     (f) AmeriCredit shall indemnify the Trustee, the Owner Trustee, the Trust Collateral Agent,
the Backup Servicer and the Collateral Agent, and the respective officers, directors, agents and
employees thereof against any and all loss, liability or expense, (other than overhead and expenses
incurred in the normal course of business) incurred by each of them in connection with the
acceptance or administration of the Trust and the performance of their duties under the Basic
Documents other than if such loss, liability or expense was incurred by the Trustee, the Owner
Trustee or the Trust Collateral Agent or the Collateral Agent as a result of any such entity’s
willful misconduct, bad faith or negligence.



     (g) Indemnification under this Article shall include, without limitation, reasonable fees and
expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments
pursuant to this Article and the recipient thereafter collects any of such amounts from others, the
recipient shall promptly repay such amounts collected to the Servicer, without interest.
Notwithstanding anything contained herein to the contrary, any indemnification payable by the
Servicer to the Backup Servicer, to the extent not paid by the Servicer, shall be paid solely from
the Spread Account in accordance with the terms of the Spread Account Agreement.



     (h) When the Trustee, the Trust Collateral Agent, the Collateral Agent or the Backup Servicer
incurs expenses after the occurrence of a Servicer Termination Event specified in Section 9.1(d) or
(e) with respect to the Servicer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or similar law.



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     SECTION 8.3. Merger or Consolidation of, or Assumption of the Obligations of the Servicer
or Backup Servicer.



     (a) AmeriCredit shall not merge or consolidate with any other Person, convey, transfer or
lease substantially all its assets as an entirety to another Person, or permit any other Person to
become the successor to AmeriCredit’s business unless, after the merger, consolidation, conveyance,
transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the
duties of AmeriCredit contained in this Agreement and shall be acceptable to the Controlling Party,
and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicer.
Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any
merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance,
transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the
business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to
perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption
agreement is executed, shall be the successor to AmeriCredit under this Agreement without the
execution or filing of any paper or any further act on the part of any of the parties to this
Agreement, anything in this Agreement to the contrary notwithstanding; provided,
however, that nothing contained herein shall be deemed to release AmeriCredit from any
obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant
to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders, the Insurer and
each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with
any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless
(x) immediately after giving effect to such transaction, no representation or warranty made
pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and
warranties shall speak as of the date of the consummation of such transaction) and no event that,
after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall
have occurred and has not been waived, (y) AmeriCredit shall have delivered to the Owner Trustee,
the Trust Collateral Agent, Trustee, the Backup Servicer and the Collateral Agent, the Rating
Agencies and the Insurer an Officer’s Certificate and an Opinion of Counsel each stating that such
consolidation, merger or
succession and such agreement of assumption comply with this Section and that all conditions
precedent, if any, provided for in this Agreement relating to such transaction have been complied
with, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent,
the Trustee, the Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel,
stating in the opinion of such counsel, either (A) all financing statements and continuation
statements and amendments thereto have been executed and filed that are necessary to preserve and
protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting
the details of the filings or (B) no such action shall be necessary to preserve and protect such
interest.



     (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii)
resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii)
which acquires by conveyance, transfer or lease substantially all of the assets of the Backup
Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases
shall execute an agreement of assumption to perform every obligation of the Backup Servicer under
this Agreement and, whether or not such assumption agreement is executed, shall be the successor to
the Backup Servicer under this Agreement without the



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execution or filing of any paper or any
further act on the part of any of the parties to this Agreement, anything in this Agreement to the
contrary notwithstanding; provided, however, that nothing contained herein shall be
deemed to release the Backup Servicer from any obligation.



     SECTION 8.4. Limitation on Liability of Servicer, Backup Servicer and Others.



     (a) Neither AmeriCredit, the Backup Servicer nor any of the directors or officers or employees
or agents of AmeriCredit or Backup Servicer shall be under any liability to the Trust or the
Noteholders, except as provided in this Agreement, for any action taken or for refraining from the
taking of any action pursuant to this Agreement; provided, however, that this
provision shall not protect AmeriCredit, the Backup Servicer or any such person against any
liability that would otherwise be imposed by reason of a breach of this Agreement or willful
misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties;
provided further that this provision shall not affect any liability to indemnify the Trust
Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or
damages paid by the Trust Collateral Agent and the Owner Trustee, in their individual capacities.
AmeriCredit, the Backup Servicer and any director, officer, employee or agent of AmeriCredit or
Backup Servicer may rely in good faith on the written advice of counsel or on any document of any
kind prima facie properly executed and submitted by any Person respecting any matters arising under
this Agreement.



     (b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in
this Agreement or for any errors of the Servicer contained in any computer tape, certificate or
other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer
must rely in order to perform its obligations hereunder, and the Owner Trustee, the Trustee, the
Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller and the Insurer and
the Noteholders shall look only to the Servicer to perform such obligations. The
Backup Servicer, the Trust Collateral Agent, the Collateral Agent, the Trustee, the Owner
Trustee and the Custodian shall have no responsibility and shall not be in default hereunder or
incur any liability for any failure, error, malfunction or any delay in carrying out any of their
respective duties under this Agreement if such failure or delay results from the Backup Servicer
acting in accordance with information prepared or supplied by a Person other than the Backup
Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such
information. The Backup Servicer shall have no responsibility, shall not be in default and shall
incur no liability for (i) any act or failure to act of any third party (other than its contractual
agents), including the Servicer or the Controlling Party, (ii) any inaccuracy or omission in a
notice or communication received by the Backup Servicer from any third party (other than its
contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable
law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any
Receivable, or (v) the acts or omissions of any successor Backup Servicer.



     (c) The parties expressly acknowledge and consent to Wells Fargo Bank, National Association,
acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity
as Trust Collateral Agent. Wells Fargo Bank, National Association, may, in such dual or other
capacity, discharge its separate functions fully, without hindrance or regard to conflict of
interest principles, duty of loyalty principles or other breach of fiduciary



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duties to the extent
that any such conflict or breach arises from the performance by Wells Fargo Bank, National
Association, of express duties set forth in this Agreement in any of such capacities, all of which
defenses, claims or assertions are hereby expressly waived by the other parties hereto and the
Noteholders except in the case of gross negligence and willful misconduct by Wells Fargo Bank,
National Association.



SECTION 8.5. Delegation of Duties. The Servicer may delegate duties under this Agreement to an Affiliate of AmeriCredit with the
prior written consent of the Insurer (unless an Insurer Default shall have occurred and be
continuing), the Trust Collateral Agent, the Owner Trustee and the Backup Servicer. The Servicer
also may at any time perform through sub-contractors the specific duties of (i) repossession of
Financed Vehicles, (ii) tracking Financed Vehicles’ insurance and (iii) pursuing the collection of
deficiency balances on certain Liquidated Receivables, in each case, without the consent of the
Insurer and may perform other specific duties through such sub-contractors in accordance with
Servicer’s customary servicing policies and procedures, with the prior consent of the Insurer;
provided, however that no such delegation or sub-contracting duties by the Servicer shall
relieve the Servicer of its responsibility with respect to such duties. So long as no Insurer
Default shall have occurred and be continuing neither AmeriCredit or any party acting as Servicer
hereunder shall appoint any subservicer hereunder without the prior written consent of the Insurer
and the Trust Collateral Agent. Notwithstanding the foregoing, AmeriCredit, as Servicer, may
delegate its duties hereunder and under any other Basic Document with respect to the servicing of
and collections on certain Receivables to AmeriCredit Financial Services of Canada Ltd. without
first obtaining the consent of any person. No delegation or sub-contracting by the Servicer of its
duties herein in the manner described in this Section 8.5 shall relieve the Servicer of its
responsibility with respect to such duties.




     SECTION 8.6. Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.3, neither the Servicer nor the Backup Servicer shall
resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup
Servicer except upon a determination that by reason of a change in legal requirements the
performance of its duties under this Agreement would cause it to be in violation of such legal
requirements in a manner which would have a material adverse effect on the Servicer or the Backup
Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have
occurred and be continuing) or a Note Majority (if an Insurer Default shall have occurred and be
continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the
case may be, to perform the duties which render it legally unable to act or to delegate those
duties to another Person. Any such determination permitting the resignation of the Servicer or
Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable
to the Trust Collateral Agent, the Owner Trustee and the Insurer (unless an Insurer Default shall
have occurred and be continuing). No resignation of the Servicer shall become effective until, so
long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity
acceptable to the Insurer shall have assumed the responsibilities and obligations of the Servicer
or, if an



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Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor
Servicer that is an eligible servicer shall have assumed the responsibilities and obligations of
the Servicer. No resignation of the Backup Servicer shall become effective until, so long as no
Insurer Default shall have occurred and be continuing, an entity acceptable to the Insurer shall
have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default
shall have occurred and be continuing, a Person that is an eligible servicer shall have assumed the
responsibilities and obligations of the Backup Servicer; provided, however, that
(i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup
Servicer has given notice of its resignation and has provided the Opinion of Counsel required by
this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer
may resign with the written consent of the Insurer, and (iii) if Wells Fargo Bank, National
Association, resigns as Trustee under the Indenture it will no longer be the Backup Servicer.



ARTICLE IX




Default




     SECTION 9.1. Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer
Termination Event”:



     (a) Any failure by the Servicer to deliver to the Trust Collateral Agent for distribution to
Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement
that continues unremedied for a period of two Business Days (one Business Day with respect to
payment of Purchase Amounts) after written notice is received by the Servicer from the Trust
Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer
or after discovery of such failure by a Responsible Officer of the Servicer;



     (b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an
Insurer Default shall not have occurred and be continuing) the Insurer the Servicer’s Certificate
by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to
observe its covenants and agreements set forth in Section 8.3(a);



     (c) Failure on the part of the Servicer duly to observe or perform any other covenants or
agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely
affects the rights of Noteholders (determined without regard to the availability of funds under the
Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing),
and (ii) continues unremedied for a period of 30 days after knowledge thereof by the Servicer or
after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Trust Collateral Agent or the Insurer (or, if an Insurer
Default shall have occurred and be continuing by any Noteholder);



     (d) The entry of a decree or order for relief by a court or regulatory authority having
jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws,
as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or
similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Servicer, or of any substantial part of its property or ordering the
winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days or the commencement of an
involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another



65









 







present or future federal or state bankruptcy, insolvency or similar law and such case is not
dismissed within 60 days; or



     (e) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as
now or hereafter in effect, or any other present or future, federal or state, bankruptcy,
insolvency or similar law, or the consent by the Servicer to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Servicer or of any substantial part of its property or the making by the Servicer
of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its
debts as such debts become due or the taking of corporate action by the Servicer in furtherance of
any of the foregoing; or



     (f) Any representation, warranty or statement of the Servicer made in this Agreement or any
certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any
material respect as of the time when the same shall have been made, and the incorrectness of such
representation, warranty or statement has a material adverse effect on the Insurer, the Trust or
the Noteholders and, within 30 days after knowledge thereof by the Servicer or after written notice
thereof shall have been given to the Servicer by the Trust Collateral Agent or the Insurer (or, if
an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or
condition in respect of which such representation, warranty or statement was incorrect shall not
have been eliminated or otherwise cured; or



     (g) So long as an Insurer Default shall not have occurred and be continuing, an Insurance
Agreement Event of Default occurs; or



     (h) A claim is made under the Note Policy.



     SECTION 9.2. Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Insurer (or, if an Insurer
Default shall have occurred and be continuing either the Trust Collateral Agent, (to the extent it
has knowledge thereof) or a Note Majority), by notice given in writing to the Servicer (and to the
Trust Collateral Agent if given by the Insurer or the Noteholders) may terminate all of the rights
and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of
such written notice or upon termination of the term of the Servicer, all authority, power,
obligations and responsibilities of the Servicer under this Agreement, whether with respect to the
Notes, the Certificates or the Other Conveyed Property or otherwise, automatically shall pass to,
be vested in and become obligations and responsibilities of the Backup Servicer (or such other
successor Servicer appointed by the Controlling Party); provided, however, that
the successor Servicer shall have no liability with respect to any obligation which was required to
be performed by the terminated Servicer prior to the date that the successor Servicer becomes the
Servicer or any claim of a third party based on any alleged action or inaction of the terminated
Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and
deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer
and endorsement of the Receivables and the Other Conveyed Property and related documents to show
the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The



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terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of
the responsibilities and rights of the terminated Servicer under this Agreement, including, without
limitation, the transfer to the successor Servicer for administration by it of all cash amounts
that shall at the time be held by the terminated Servicer for deposit, or have been deposited by
the terminated Servicer, in the Collection Account or thereafter received with respect to the
Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and
Collection Records and a computer tape in readable form as of the most recent Business Day
containing all information necessary to enable the successor Servicer or a successor Servicer to
service the Receivables and the Other Conveyed Property. If requested by the Controlling Party,
the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all
payments under the Receivables directly to the successor Servicer (in which event the successor
Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox
established by the successor Servicer at the direction of the Controlling Party, at the successor
Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor
Servicer and the Controlling Party reasonable access to the terminated Servicer’s premises at the
terminated Servicer’s expense.



     SECTION 9.3. Appointment of Successor.



     (a) On and after the time the Servicer receives a notice of termination pursuant to Section
9.2, or upon the resignation of the Servicer pursuant to Section 8.6; (i) the Backup Servicer
(unless the Controlling Party shall have exercised its option pursuant to Section
9.3(b) to appoint an alternate successor Servicer) shall be the successor in all respects to
the Servicer, in its capacity as servicer under this Agreement and the transactions set forth or
provided for in this Agreement, and shall be subject to all the rights, responsibilities,
restrictions, duties, liabilities and termination provisions relating thereto placed on the
Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The
Trust Collateral Agent and such successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession. If a successor Servicer is acting as
Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any
Servicer Termination Event applicable to it as Servicer.



     (b) The Controlling Party may exercise at any time its right to appoint as Backup Servicer or
as successor to the Servicer a Person other than the Person serving as Backup Servicer at the time,
and (without limiting its obligations under the Note Policy) shall have no liability to the Trust
Collateral Agent, AmeriCredit, the Seller, the Person then serving as Backup Servicer, any
Noteholders or any other Person if it does so. Notwithstanding the above, if the Backup Servicer
shall be legally unable or unwilling to act as Servicer, and an Insurer Default shall have occurred
and be continuing, the Backup Servicer, the Trust Collateral Agent or a Note Majority may petition
a court of competent jurisdiction to appoint any eligible servicer as the successor to the
Servicer. Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as
successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall
continue to act as Servicer until a successor has been appointed and accepted such appointment.
Subject to Section 8.6, no provision of this Agreement shall be construed as relieving the Backup
Servicer of its obligation to succeed as successor Servicer upon the termination of the Servicer
pursuant to Section 9.2 or the



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resignation of the Servicer pursuant to Section 8.6. If upon the
termination of the Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to
Section 8.6, the Controlling Party appoints a successor Servicer other than the Backup Servicer,
the Backup Servicer shall not be relieved of its duties as Backup Servicer hereunder.



     (c) Any successor Servicer shall be entitled to such compensation (whether payable out of the
Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement
if the Servicer had not resigned or been terminated hereunder or such other compensation as agreed
to by the Insurer in writing, if no Insurer Default has occurred and is continuing, or if an
Insurer Default has occurred and is continuing, by a Note Majority, and the successor Servicer. If
any successor Servicer is appointed as a result of the Backup Servicer’s refusal (in breach of the
terms of this Agreement) to act as Servicer although it is legally able to do so, the Insurer and
such successor Servicer may agree on reasonable additional compensation to be paid to such
successor Servicer; provided, however, it being understood and agreed that the
Insurer shall give prior notice to the Backup Servicer with respect to the appointment of such
successor and the payment of additional compensation, if any. If, any successor Servicer is
appointed for any reason other than the Backup Servicer’s refusal to act as Servicer although
legally able to do so, the Backup Servicer shall not be liable for any Servicing Fee, additional
compensation or other amounts to be paid to such successor Servicer in connection with its
assumption and performance of the servicing duties described herein.



     (d) Notwithstanding anything contained in this Agreement to the contrary, the Backup Servicer
is authorized to accept and rely on all of the accounting records (including
computer records) and work of the prior Servicer relating to the Receivables (collectively,
the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the
Backup Servicer shall have no duty, responsibility, obligation or liability for the acts and
omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard
practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and
such Errors make it materially more difficult to service or should cause or materially contribute
to the Backup Servicer making or continuing any Errors (collectively, “Continuing Errors”), the
Backup Servicer shall have no duty, responsibility, obligation or liability for such Continuing
Errors; provided, however, that the Backup Servicer agrees to use its best efforts
to prevent further Continuing Errors. In the event that the Backup Servicer becomes aware of
Errors or Continuing Errors, it shall, with the prior consent of the Controlling Party use its best
efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors
and Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be
entitled to recover its costs thereby expended in accordance with Section 3.03 of the Spread
Account Agreement.



     SECTION 9.4. Notification to Noteholders. Upon any termination of, or appointment of a successor to, the Servicer, the Trust Collateral
Agent shall give prompt written notice thereof to each Noteholder, the Swap Provider and the
Insurer and to the Rating Agencies.



     SECTION 9.5. Waiver of Past Defaults. So long as no Insurer Default shall have occurred and be continuing, the Insurer (or, if an
Insurer Default shall have occurred and be continuing, the Note Majority) may, on behalf of all
Noteholders, waive any default by the Servicer in the performance of its obligations hereunder and
its consequences. Upon any such waiver of a past default, such default shall cease to exist, and
any Servicer Termination Event



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arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement and the Basic Documents. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereto.



ARTICLE X




Termination




     SECTION 10.1. Optional Purchase of All Receivables.



     (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as
of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the
Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than
the Trust Accounts (with the consent of the Insurer if such purchase would result in a claim on the
Note Policy, would result in any amount owing to the Swap Provider under the Swap Agreement or the
Swap Policy or to the Insurer under the Insurance Agreement remaining unpaid). To exercise such
option, the Servicer or the Seller, as the case may be, shall
deposit pursuant to Section 5.6 in the Collection Account an amount equal to the greater of
(i) the amounts due and unpaid to the Insurer under the Insurance Agreement, the amount necessary
to pay amounts due and unpaid to the Swap Provider under the Swap Agreement and the amount
necessary to pay the full amount of principal and interest then due and payable on the Notes and
(ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the
appraised value of any other property held by the Trust, such value to be determined by the
Servicer or, if the Insurer or the Trust Collateral Agent reasonably believe that there is a
material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer,
the Insurer and the Trust Collateral Agent. Upon its deposit of such amount in the Collection
Account, the Servicer or the Seller, as the case may be, shall succeed to all interests in and to
the Trust.



     (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement,
the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after
all payments and reserves therefrom (including the expenses of such sale) have been made (the
“Insolvency Proceeds”) in the Collection Account.



     (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner
Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent, the Collateral Agent, the
Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice
thereof.



     (d) Following the satisfaction and discharge of the Indenture and the payment in full of the
principal of and interest on the Notes, the Certificateholders will succeed to the rights of the
Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the
obligations of, the Trust Collateral Agent pursuant to this Agreement.



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ARTICLE XI




Administrative Duties of the Servicer




     SECTION 11.1. Administrative Duties.



     (a) Duties with Respect to the Indenture. The Servicer shall perform all its duties
and the duties of the Issuer under the Indenture. In addition, the Servicer shall consult with the
Owner Trustee as the Servicer deems appropriate regarding the duties of the Issuer under the
Indenture. The Servicer shall monitor the performance of the Issuer and shall advise the Owner
Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The
Servicer shall prepare for execution by the Issuer or shall cause the preparation by other
appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions
as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In
furtherance of the foregoing, the Servicer shall take all necessary action that is the duty of the
Issuer to take pursuant to the Indenture, including, without limitation, pursuant to Sections 2.7,
3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 7.3, 8.3, 9.2, 9.3, 11.1 and 11.15 of the Indenture.



     (b) Duties with Respect to the Issuer.




     (i) In addition to the duties of the Servicer set forth in this Agreement or any of the
Basic Documents, the Servicer shall perform such calculations and shall prepare for
execution by the Issuer or the Owner Trustee or shall cause the preparation by other
appropriate Persons of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or
deliver pursuant to this Agreement or any of the Basic Documents or under state and federal
tax and securities laws (including any filings required pursuant to the Sarbanes-Oxley Act
of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner
Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant
to this Agreement or any of the Basic Documents, including, without limitation, pursuant to
Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the
Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the
performance of such other activities in connection with the Collateral (including the Basic
Documents) as are not covered by any of the foregoing provisions and as are expressly
requested by the Issuer or the Owner Trustee and are reasonably within the capability of the
Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s
compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to
ensure that the Issuer is operated in accordance with the provisions of such section.




     (ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the
contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the
Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s
payments (or allocations of income) to an Owner (as defined in the Trust Agreement) as
contemplated by this Agreement. Any such notice shall be in writing and specify the amount
of any withholding tax required to be withheld by the Owner Trustee or the Trust Collateral
Agent pursuant to such provision.



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     (iii) Notwithstanding anything in this Agreement or the Basic Documents to the
contrary, the Servicer shall be responsible for performance of the duties of the Issuer set
forth in Section 5.1(a) and (b) of the Trust Agreement with respect to, among other things,
accounting and reports to Owners (as defined in the Trust Agreement); provided,
however, that once prepared by the Servicer, the Owner Trustee shall retain
responsibility for the distribution of any necessary Schedule K-1s, as applicable, to enable
the Certificateholder to prepare its federal and state income tax returns.




     (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of
the Trust Agreement required to be performed in connection with the resignation or removal
of the Owner Trustee, and any other duties expressly required to be performed by the
Servicer under this Agreement or any of the Basic Documents.




     (v) In carrying out the foregoing duties or any of its other obligations under this
Agreement, the Servicer may enter into transactions with or otherwise deal with any of its
Affiliates; provided, however, that the terms of any such transactions or
dealings shall be in accordance with any directions received from the Issuer and shall
be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.



     (c) Tax Matters. The Servicer shall prepare and file, on behalf of the Seller, all
tax returns, tax elections, financial statements and such annual or other reports attributable to
the activities engaged in by the Issuer as are necessary for preparation of tax reports, including
without limitation forms 1099. All tax returns will be signed by the Seller or the Servicer.



     (d) Non-Ministerial Matters. With respect to matters that in the reasonable judgment
of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this
Article unless within a reasonable time before the taking of such action, the Servicer shall have
notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee and, with
respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or
provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial
matters” shall include:




     (A) the amendment of or any supplement to the Indenture;




     (B) the initiation of any claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the Issuer
(other than in connection with the collection of the Receivables);




     (C) the amendment, change or modification of this Agreement or any of
the Basic Documents;




     (D) the appointment of successor Note Registrars, successor Paying
Agents and successor Trustees pursuant to the Indenture or the appointment
of successor Servicers or the consent to the assignment by the Note
Registrar, Paying Agent or Trustee of its obligations under the Indenture;
and




     (E) the removal of the Trustee or the Trust Collateral Agent.



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     (e) Exceptions. Notwithstanding anything to the contrary in this Agreement, except as
expressly provided herein or in the other Basic Documents, the Servicer, in its capacity hereunder,
shall not be obligated to, and shall not, (1) make any payments to the Noteholders or
Certificateholders under the Basic Documents, (2) sell the Trust Property pursuant to Section 5.5
of the Indenture, (3) take any other action that the Issuer directs the Servicer not to take on its
behalf or (4) in connection with its duties hereunder assume any indemnification obligation of any
other Person.



     (f) The Backup Servicer or any successor Servicer shall not be responsible for any obligations
or duties of the Servicer under this Section 11.1. Notwithstanding the foregoing or any other
provision of this Agreement, AmeriCredit shall continue to perform the obligations of the Servicer
under this Section 11.1.



     SECTION 11.2. Records. The Servicer shall maintain appropriate books of account and records relating to services
performed under this Agreement, which books of account and records shall be accessible for
inspection by the Issuer and the Insurer at any time during normal business hours.



     SECTION 11.3. Additional Information to be Furnished to the Issuer. The Servicer shall furnish to the Issuer and the Insurer from time to time such additional
information regarding the Collateral as the Issuer and the Insurer shall reasonably request.



ARTICLE XII




Miscellaneous Provisions




     SECTION 12.1. Amendment.



     (a) This Agreement may be amended from time to time by the parties hereto, with the consent of
the Trustee (which consent may not be unreasonably withheld), with the prior written consent of the
Insurer (so long as no Insurer Default has occurred and is continuing) and with the written consent
of the Swap Provider (unless such amendment could not reasonably be expected to have a material
adverse effect on the Swap Provider) but without the consent of any of the Noteholders, to cure any
ambiguity, to correct or supplement any provisions in this Agreement, to comply with any changes in
the Code, or to make any other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of this Agreement or the Insurance
Agreement; provided, however, that such action shall not, as evidenced by an
Opinion of Counsel delivered to Owner Trustee, the Insurer and the Trustee, adversely affect in any
material respect the interests of any Noteholder; provided further that if an Insurer Default has
occurred and is continuing, such action shall not materially adversely affect the interests of the
Insurer; provided, however, that with respect to tax matters, such action shall
not be deemed to adversely affect in any material respect the interests of any Noteholder if, for
federal income tax purposes, the action does not cause the issuing entity to be treated as an
association or publicly traded partnership taxable as a corporation, create a reissuance of the
Notes or cause the Notes that were characterized as debt at the time of issuance to fail to qualify
as debt.



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     This Agreement may also be amended from time to time by the parties hereto, with the consent
of the Insurer (so long as no Insurer Default has occurred and is continuing), the consent of the
Trustee and the consent of the Swap Provider (unless such amendment could not reasonably be
expected to have a material adverse effect on the Swap Provider), and with the consent of the
Holders of Notes evidencing not less than a majority of the outstanding principal amount of the
Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Agreement or of modifying in any manner the rights of the Noteholders;
provided, however, that no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables
or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce
the aforesaid percentage of the outstanding principal amount of the Notes, the
Holders of which are required to consent to any such amendment, without the consent of the
Holders of all the outstanding Notes of each class affected thereby; provided,
further, that (i) if an Insurer Default has occurred and is continuing, such action shall
not materially adversely affect the interest of the Insurer, and (ii) the consent of the Swap
Provider shall also be required if such action will adversely affect in any material respect the
interests of the Swap Provider.



     Promptly after the execution of any such amendment or consent, the Trust Collateral Agent
shall furnish written notification of the substance of such amendment or consent to each
Noteholder, the Swap Provider and the Rating Agencies.



     It shall not be necessary for the consent of the Noteholders pursuant to this Section to
approve the particular form of any proposed amendment or consent, but it shall be sufficient if
such consent shall approve the substance thereof. The manner of obtaining such consents (and any
other consents of Noteholders provided for in this Agreement) and of evidencing the authorization
of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the
Owner Trustee, as applicable, may prescribe.



     Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Trustee,
the Trust Collateral Agent, the Collateral Agent and the Backup Servicer shall be entitled to
receive and conclusively rely upon an Opinion of Counsel (which shall also be delivered to the
Insurer) stating that the execution of such amendment is authorized or permitted by this Agreement
and the Opinion of Counsel referred to in Section 12.2(h)(1) has been delivered. The Owner
Trustee, the Trust Collateral Agent, the Backup Servicer and the Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the
Trust Collateral Agent’s, the Backup Servicer’s or the Trustee’s, as applicable, own rights, duties
or immunities under this Agreement or otherwise.



     (b) Notwithstanding anything to the contrary contained in Section 12.1(a) above, the
provisions of the Agreement relating to (i) the Spread Account Agreement, the Spread Account, the
Requisite Amount, a Trigger Event or any component definition of a Trigger Event and (ii) any
additional sources of funds which may be added to the Spread Account or uses of funds on deposit in
the Spread Account may be amended in any respect by the Seller, the Servicer, the Insurer and the
Collateral Agent (the consent of which shall not be withheld or delayed with respect to any
amendment that does not adversely affect the Collateral Agent) without the consent of, or notice
to, the Noteholders.



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SECTION 12.2. Protection of Title to Trust.




     (a) The Seller shall execute and file such financing statements and cause to be executed and
filed such continuation statements, all in such manner and in such places as may be required by law
fully to preserve, maintain and protect the interest of the Issuer and the interests of the Trust
Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or
cause to be delivered) to the Insurer, the Owner Trustee and the Trust Collateral Agent
file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as
available following such filing.



     (b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure
in any manner that would, could or might make any financing statement or continuation statement
filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 of
the UCC, unless it shall have given the Insurer, the Owner Trustee, the Trust Collateral Agent, the
Backup Servicer and the Trustee at least five days’ prior written notice thereof and shall have
promptly filed appropriate amendments to all previously filed financing statements or continuation
statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall
deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Insurer, stating
either (A) all financing statements and continuation statements have been executed and filed that
are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral
Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions
of Counsel in which such details are given, or (B) no such action shall be necessary to preserve
and protect such interest.



     (c) Each of the Seller and the Servicer shall have an obligation to give the Insurer, the
Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the Trustee at least 60 days’
prior written notice of any relocation of its principal executive office or jurisdiction of
organization if, as a result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation statement or of any
new financing statement and shall promptly file any such amendment or new financing statement. The
Servicer shall at all times maintain (i) each office from which it shall service Receivables within
the United States of America or Canada, and (ii) its principal executive office within the United
States of America.



     (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in
sufficient detail to permit (i) the reader thereof to know at any time the status of such
Receivable, including payments and recoveries made and payments owing (and the nature of each) and
(ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the
amounts from time to time deposited in the Collection Account in respect of such Receivable.



     (e) The Servicer shall maintain its computer systems so that, from and after the time of sale
under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records
(including any backup archives) that refer to a Receivable shall indicate clearly the interest of
the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the
Trust’s interest in a Receivable shall be deleted from or modified on the



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Servicer’s computer
systems when, and only when, the related Receivable shall have been paid in full or repurchased or
sold pursuant to this Agreement.



     (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest
in or otherwise transfer any interest in automotive receivables to any prospective purchaser,
lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other
transferee computer tapes, records or printouts (including any restored from backup archives) that,
if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such
Receivable has been sold and is owned by the Trust.



     (g) Upon request, the Servicer shall furnish to the Insurer, the Owner Trustee, the Backup
Servicer or to the Trustee, within five Business Days, a list of all Receivables (by contract
number and name of Obligor) then held as part of the Trust, together with a reconciliation of such
list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished before
such request indicating removal of Receivables from the Trust.



     (h) The Servicer shall deliver to the Insurer, the Backup Servicer, the Owner Trustee and the
Trustee:




     (1) promptly after the execution and delivery of the Agreement and, if required
pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the
opinion of such Counsel, in form and substance reasonably satisfactory to the Insurer,
either (A) all financing statements and continuation statements have been executed and filed
that are necessary fully to preserve and protect the interest of the Trust and the Trust
Collateral Agent in the Receivables, and reciting the details of such filings or referring
to prior Opinions of Counsel in which such details are given, or (B) no such action shall be
necessary to preserve and protect such interest; and




     (2) within 90 days after the beginning of each calendar year beginning with the first
calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel,
dated as of a date during such 90-day period, stating that, in the opinion of such counsel,
either (A) all financing statements and continuation statements have been executed and filed
that are necessary fully to preserve and protect the interest of the Trust and the Trust
Collateral Agent in the Receivables, and reciting the details of such filings or referring
to prior Opinions of Counsel in which such details are given, or (B) no such action shall be
necessary to preserve and protect such interest.



     Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action
necessary (as of the date of such opinion) to be taken in the following year to preserve and
protect such interest.



     SECTION 12.3. Notices. All demands, notices and communications upon or to the Seller, the Servicer, the Owner Trustee,
the Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered,
electronically delivered or mailed by certified mail, return receipt requested, federal express or
similar overnight courier service, and shall be deemed to have been duly given upon receipt (a) in
the case of the Seller to AFS SenSub Corp., 2265 B Renaissance Drive, Suite 17, Las Vegas, Nevada,
89119, Attention: Chief Financial Officer, (b) in the case of the Servicer to AmeriCredit Financial
Services, Inc., 801



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Cherry Street, Suite 3900, Fort Worth, Texas 76102, Attention: Chief Financial
Officer, (c) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office of the
Owner Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration (d) in the case of the Trustee, the Collateral Agent or
the Trust Collateral Agent, at the Corporate Trust Office, (e) in the case of the Insurer, to MBIA
Insurance Corporation, 113 King Street, Armonk, New York 10504, Attention: Insured Portfolio
Management-Structured Finance (AmeriCredit 2007-C-M) (in each case in which notice or other
communication to the Insurer refers to a claim on the Note Policy, a claim on the Swap Policy, a
Deficiency Notice pursuant to Section 5.5 of
this Agreement or with respect to which failure on the part of the Insurer to respond shall be
deemed to constitute consent or acceptance, then a copy of such notice or other communication
should also be sent to the attention of each of the General Counsel and shall be marked to indicate
“URGENT MATERIAL ENCLOSED”); (f) in the case of the Swap Provider, to Credit Suisse International,
One Cabot Square, London E14 4QJ, England, Attention: Head of Credit Risk Management; (g) in the
case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 99 Church Street,
New York, New York 10007; (h) in the case of Standard & Poor’s, via electronic delivery to
Servicer—reports@sandp.com, or, for any information not available in electronic format, to Standard
& Poor’s Ratings Services, 55 Water Street, 41st Floor, New York, New York 10041-0003,
Attention: ABS Surveillance Group; and (i) in the case of Fitch, to One State Street Plaza, New
York, New York 10004. Any notice required or permitted to be mailed to a Noteholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in the Note Register.
Any notice so mailed within the time prescribed in the Agreement shall be conclusively presumed to
have been duly given, whether or not the Noteholder shall receive such notice.



     SECTION 12.4. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. Notwithstanding anything to the contrary contained
herein, except as provided in Sections 7.4 and 8.4 and as provided in the provisions of this
Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the
Seller or the Servicer without the prior written consent of the Owner Trustee, the Trust Collateral
Agent, the Backup Servicer, the Trustee and the Insurer (or if an Insurer Default shall have
occurred and be continuing the Holders of Notes evidencing not less than 66-2/3% of the principal
amount of the outstanding Notes).



     SECTION 12.5. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the parties hereto, the Trustee,
the Insurer, the Swap Provider and the Noteholders, as third-party beneficiaries. The Insurer and
its successors and assigns shall be a third-party beneficiary to the provisions of this Agreement,
and shall be entitled to rely upon and directly enforce such provisions of this Agreement so long
as no Insurer Default shall have occurred and be continuing. The Swap Provider shall be a
third-party beneficiary to the provisions of this Agreement. Except as expressly stated otherwise
herein, any right of the Insurer to direct, appoint, consent to, approve of, or take any action
under this Agreement, shall be a right exercised by the Insurer in its sole and absolute
discretion. The Insurer may disclaim any of its rights and powers under this Agreement (but not
its duties and obligations under the Note Policy or the Swap Policy) upon delivery of a written
notice to the Owner Trustee. Nothing in this Agreement, whether express or implied, shall be
construed to



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give to any other Person any legal or equitable right, remedy or claim in the Owner
Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions
contained herein.



     SECTION 12.6. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.



     SECTION 12.7. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.




     SECTION 12.8. Headings. The headings of the various Articles and Sections herein are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.



     SECTION 12.9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING
OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE, GOVERNED BY, THE LAW OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     SECTION 12.10. Assignment to Trustee. The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a
security interest by the Issuer to the Trust Collateral Agent pursuant to the Indenture for the
benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the
Receivables listed in Schedule A hereto and/or the assignment of any or all of the Issuer’s rights
and obligations hereunder to the Trust Collateral Agent.



     SECTION 12.11. Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Seller shall
not, prior to the date which is one year and one day after the termination of this Agreement with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the
process of any court or government authority for the purpose of commencing or sustaining a case
against the Issuer under any 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 any substantial part of its property, or ordering the winding up or liquidation of the
affairs of the Issuer.



     (b) Notwithstanding any prior termination of this Agreement, the Servicer shall not, prior to
the date that is one year and one day after the termination of this Agreement with respect to the
Seller, acquiesce to, petition or otherwise invoke or cause the Seller to invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Seller under any federal or state bankruptcy, insolvency or similar law,
appointing a



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receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar
official of the Seller or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Seller.



     SECTION 12.12. Limitation of Liability of Owner Trustee and Trustee.



     (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 as Trust Collateral Agent and Backup Servicer 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.



     (c) In no event shall Wells Fargo Bank, National Association, in any of its capacities
hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory
Trust Statute, common law, or the Trust Agreement.



     SECTION 12.13. Independence of the Servicer. For all purposes of this Agreement, the Servicer shall be an independent contractor and shall
not be subject to the supervision of the Issuer, the Trust Collateral Agent and Backup Servicer or
the Owner Trustee with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by this Agreement, the Servicer shall have no
authority to act for or represent the Issuer or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.



     SECTION 12.14. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Servicer and either of the Issuer
or the Owner Trustee as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to impose any liability
as
such on any of them or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.



     SECTION 12.15. Replacement Swap Agreement. Upon a request by the Insurer pursuant to Section 4.10 of the Insurance Agreement, the Issuer
shall enter into a Replacement



78









 







Swap Agreement (as such term is defined in Section 4.10 of the
Insurance Agreement) with a replacement Swap Provider or replacement Swap Providers in form and
substance satisfactory to the Insurer. With the consent of the Controlling Party, amounts may be
withdrawn first, from the Swap Termination Account to fund any up-front payments that are owed to a
replacement Swap Provider and second, if amounts in the Swap Termination Account are insufficient
to fund such payments, from the Collection Account.



     SECTION 12.16. State Business Licenses . The Servicer or the Certificateholder shall prepare and instruct the Trust to file each state
business license (and any renewal thereof) required to be filed under applicable state law without
further consent or instruction from the Instructing Party (as defined in the Trust Agreement),
including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania
Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal
thereof) with the Maryland Department of Labor, Licensing and Regulation.



[Remainder of Page Intentionally Left Blank]




79









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective duly authorized officers as of the day and the year first above
written.



	 	 	 	 	 
	 	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M
	 
	 	 	 	 
	 

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

	 	By:
	 	/s/ J. Christopher Murphy
	 

	 	 	 	 
	 

	 	 	 	Name: J. Christopher Murphy
	 

	 	 	 	Title: Financial Services Officer
	 
	 	 	 	 
	 	 	AFS SENSUB CORP., Seller,
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Sheli Fitzgerald
	 

	 	 	 	 
	 

	 	 	 	Name: Sheli Fitzgerald
	 

	 	 	 	Title: Vice President, Structured Finance
	 
	 	 	 	 
	 	 	AMERICREDIT FINANCIAL SERVICES, INC., Servicer,
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Susan B. Sheffield
	 

	 	 	 	 
	 

	 	 	 	Name: Susan B. Sheffield
	 

	 	 	 	Title: Senior Vice President, Structured Finance






[Sale and Servicing Agreement]




 









 






	 	 	 	 	 
	 

	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 

	 	not in its individual capacity but solely as Backup Servicer

	 

	 	By:
	 	/s/ Marianna C. Stershic
	 

	 	 	 	 
	 

	 	 	 	Name: Marianna C. Stershic
	 

	 	 	 	Title: Vice President






	 	 	 	 	 
	Acknowledged and accepted by	 	 
	 
	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely 

as Trust Collateral Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Marianna C. Stershic
	 	 
	 

	 	 	 	 
	 

	 	Name: Marianna C. Stershic	 	 
	 

	 	Title: Vice President	 	 






[Sale and Servicing Agreement]





81









 








SCHEDULE A




SCHEDULE OF RECEIVABLES




[On File with AmeriCredit, the Trustee and Dewey Ballantine LLP]






Sch-A-1









 








SCHEDULE B




REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER




     1. Characteristics of Receivables. Each Receivable (A) was originated (i) by
AmeriCredit, (ii) by an Originating Affiliate and was validly assigned by such Originating
Affiliate to AmeriCredit, (iii) by a Dealer and purchased by AmeriCredit from such Dealer under an
existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly
assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment or (iv) by a Third-Party
Lender and purchased by AmeriCredit from such Third-Party Lender under an existing Auto Loan
Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with AmeriCredit and was
validly assigned by such Third-Party Lender to AmeriCredit pursuant to a Third-Party Lender
Assignment (B) was originated by AmeriCredit, such Originating Affiliate, such Dealer or such
Third-Party Lender for the retail sale of a Financed Vehicle in the ordinary course of
AmeriCredit’s, such Originating Affiliate’s, the Dealer’s or the Third-Party Lender’s business, in
each case was originated in accordance with AmeriCredit’s credit policies and was fully and
properly executed by the parties thereto, and AmeriCredit, each Originating Affiliate, each Dealer
and each Third-Party Lender had all necessary licenses and permits to originate Receivables in the
state where AmeriCredit, each such Originating Affiliate, each such Dealer or each such Third-Party
Lender was located, (C) contains customary and enforceable provisions such as to render the rights
and remedies of the holder thereof adequate for realization against the collateral security, (D) is
a Receivable which provides for level monthly payments (provided that the period in the first
Collection Period and the payment in the final Collection Period of the Receivable may be minimally
different from the normal period and level payment) which, if made when due, shall fully amortize
the Amount Financed over the original term and (E) has not been amended or collections with respect
to which waived, other than as evidenced in the Receivable File or the Servicer’s electronic
records relating thereto.



     2. No Fraud or Misrepresentation. Each Receivable was originated (i) by AmeriCredit,
(ii) by an Originating Affiliate and was assigned by the Originating Affiliate to AmeriCredit,
(iii) by a Dealer and was sold by the Dealer to AmeriCredit or (iv) by a Third-Party Lender and was
sold by the Third-Party Lender to AmeriCredit, and was sold by AmeriCredit to the Seller without
any fraud or misrepresentation on the part of such Originating Affiliate, Dealer, Third-Party
Lender or AmeriCredit in any case.



     3. Compliance with Law. All requirements of applicable federal, state and local laws,
and regulations thereunder (including, without limitation, usury laws, the Federal Truth-in-Lending
Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act,
the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Moss-Magnuson
Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z” (including amendments to the
Federal Reserve’s Official Staff Commentary to Regulation Z, effective October 1, 1998, concerning
negative equity loans), the Servicemembers Civil Relief Act, each applicable state Motor Vehicle
Retail Installment Sales Act, and state adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code and other consumer credit laws and equal credit opportunity and disclosure
laws) in respect of the Receivables and the Financed Vehicles, have been complied with in all
material respects, and each Receivable and the sale of



Sch-B-1









 







the Financed Vehicle evidenced by each Receivable complied at the time it was originated or
made and now complies in all material respects with all applicable legal requirements.



     4. Origination. Each Receivable was originated in the United States.



     5. Binding Obligation. Each Receivable represents the genuine, legal, valid and
binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance
with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting the enforcement of creditors’ rights generally and by
equitable limitations on the availability of specific remedies, regardless of whether such
enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be
modified by the application after the Cutoff Date, of the Servicemembers Civil Relief Act, as
amended; and all parties to each Receivable had full legal capacity to execute and deliver such
Receivable and all other documents related thereto and to grant the security interest purported to
be granted thereby.



     6. No Government Obligor. No Obligor is the United States of America or any State or
any agency, department, subdivision or instrumentality thereof.



     7. Obligor Bankruptcy. At the Cutoff Date no Obligor had been identified on the
records of AmeriCredit as being the subject of a current bankruptcy proceeding.



     8. Schedule of Receivables. The information set forth in the Schedule of Receivables
has been produced from the Electronic Ledger and was true and correct in all material respects as
of the close of business on the Cutoff Date.



     9. Marking Records. Each of AmeriCredit and the Seller has indicated in its files
that the Receivables have been sold to the Trust pursuant to the Sale and Servicing Agreement and
Granted to the Trust Collateral Agent pursuant to the Indenture. Further, AmeriCredit has indicated
in its computer files that the Receivables are owned by the Trust.



     10. Computer Tape. The Computer Tape made available by the Seller to the Trust on the
Closing Date was complete and accurate as of the Cutoff Date and includes a description of the same
Receivables that are described in the Schedule of Receivables.



     11. Adverse Selection. No selection procedures adverse to the Noteholders or the
Insurer were utilized in selecting the Receivables from those receivables owned by the Seller which
met the selection criteria contained in the Sale and Servicing Agreement.



     12. Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic
chattel paper” within the meaning of the UCC as in effect in the States of Texas, New York,
Delaware and Nevada.



     13. One Original. There is only one original executed copy (or with respect to
“electronic chattel paper”, one authoritative copy) of each Contract. With respect to Contracts
that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and
unalterable (other than with the participation of the Trust Collateral Agent in the case of an
addition or amendment of an identified assignee and other than a revision that is readily



Sch-B-2









 







identifiable as an authorized or unauthorized revision), (b) has been marked with a legend to
the following effect: “Authoritative Copy” and (c) has been communicated to and is maintained by or
on behalf of the Custodian.



     14. Not an Authoritative Copy. With respect to Contracts that are “electronic chattel
paper”, the Seller has marked all copies of each such Contract other than an authoritative copy
with a legend to the following effect: “This is not an authoritative copy.”



     15. Revisions. With respect to Contracts that are “electronic chattel paper”, the
related Receivables have been established in a manner such that (a) all copies or revisions that
add or change an identified assignee of the authoritative copy of each such Contract must be made
with the participation of the Trust Collateral Agent and (b) all revisions of the authoritative
copy of each such Contract are readily identifiable as an authorized or unauthorized revision.



     16. Pledge or Assignment. With respect to Contracts that are “electronic chattel
paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or
notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other
than the Trust Collateral Agent.



     17. Receivable Files Complete. There exists a Receivable File pertaining to each
Receivable and such Receivable File contains the original Lien Certificate or a copy of the
application therefor. Related documentation concerning the Receivable, including any documentation
regarding modifications of the Contract, will be maintained electronically by the Servicer in
accordance with customary policies and procedures. Each of such documents which is required to be
signed by the Obligor has been signed by the Obligor in the appropriate spaces. All blanks on any
form have been properly filled in and each form has otherwise been correctly prepared. With
respect to any Receivables that are tangible chattel paper, the complete Receivable File, including
a fully executed original of the Contract, for each Receivable currently is in the possession of
the Custodian.



     18. Receivables in Force. No Receivable has been satisfied, subordinated or
rescinded, and the Financed Vehicle securing each such Receivable has not been released from the
lien of the related Receivable in whole or in part. No terms of any Receivable have been waived,
altered or modified in any respect since its origination, except by instruments or documents
identified in the Receivable File or the Servicer’s electronic records.



     19. Lawful Assignment. No Receivable was originated in, or is subject to the laws of,
any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and
assignment of such Receivable under this Agreement or pursuant to transfers of the Notes.



     20. Good Title. Immediately prior to the conveyance of the Receivables to the Trust
pursuant to this Agreement, the Seller was the sole owner thereof and had good and indefeasible
title thereto, free of any Lien and, upon execution and delivery of this Agreement by the Seller,
the Trust shall have good and indefeasible title to and will be the sole owner of such Receivables,
free of any Lien. No Dealer or Third-Party Lender has a participation in, or other right to
receive, proceeds of any Receivable. The Seller has not taken any action to convey any right to
any Person that would result in such Person having a right to payments received under the related



Sch-B-3









 







Insurance Policies or the related Dealer Agreements, Auto Loan Purchase and Sale Agreements,
Dealer Assignments or Third-Party Lender Assignments or to payments due under such Receivables.



     21. Security Interest in Financed Vehicle. Each Receivable created or shall create a
valid, binding and enforceable first priority security interest in favor of AmeriCredit (or an
Originating Affiliate or a Titled Third-Party Lender which first priority security interest has
been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate for each Financed
Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to
such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and
will show, AmeriCredit (or an Originating Affiliate or a Titled Third-Party Lender) named as the
original secured party under each Receivable as the holder of a first priority security interest in
such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet
been returned from the Registrar of Titles, AmeriCredit or the related Originating Affiliate has
applied for or received written evidence from the related Dealer or Third-Party Lender that such
Lien Certificate showing AmeriCredit, an Originating Affiliate, the Issuer or a Titled Third-Party
Lender, as applicable, as first lienholder has been applied for and the Originating Affiliate’s or
Titled Third-Party Lender’s security interest has been validly assigned by the Originating
Affiliate or Titled Third-Party Lender, as applicable, to AmeriCredit and AmeriCredit’s security
interest (assigned by AmeriCredit to the Seller pursuant to the Purchase Agreement) has been
validly assigned by the Seller to the Trust pursuant to this Agreement. This Agreement creates a
valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the
Trust, which security interest is prior to all other Liens, and is enforceable as such against
creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment
by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first
priority security interest in the Financed Vehicle in favor of the Trust Collateral Agent as
secured party, which security interest is prior to all other Liens upon and security interests in
such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority,
for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date,
there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle
which are or may be Liens prior or equal to the Liens of the related Receivable.



     22. All Filings Made. All filings (including, without limitation, UCC filings
(including, without limitation, the filing by the Seller of all appropriate financing statements in
the proper filing office in the State of Nevada under applicable law in order to perfect the
security interest in the Receivables granted to the Trust hereunder)) required to be made by any
Person and actions required to be taken or performed by any Person in any jurisdiction to give the
Trust and the Trust Collateral Agent a first priority perfected lien on, or ownership interest in,
the Receivables and the proceeds thereof and the Other Conveyed Property have been made, taken or
performed.



     23. No Impairment. The Seller has not done anything to convey any right to any Person
that would result in such Person having a right to payments due under the Receivables or otherwise
to impair the rights of the Trust, the Insurer, the Trustee, the Trust Collateral Agent and the
Noteholders in any Receivable or the proceeds thereof. Other than the security interest granted to
the Trust pursuant to this Agreement and except any other security interests that have



Sch-B-4









 







been fully released and discharged as of the Closing Date, the Seller has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The
Seller has not authorized the filing of and is not aware of any financing statements against the
Seller that include a description of collateral covering the Receivables other than any financing
statement relating to the security interest granted to the Trust hereunder or that has been
terminated. The Seller is not aware of any judgment or tax lien filings against it.



     24. Receivable Not Assumable. No Receivable is assumable by another Person in a
manner which would release the Obligor thereof from such Obligor’s obligations to AmeriCredit with
respect to such Receivable.



     25. No Defenses. No Receivable is subject to any right of rescission, setoff,
counterclaim or defense and no such right has been asserted or threatened with respect to any
Receivable.



     26. No Default. There has been no default, breach, violation or event permitting
acceleration under the terms of any Receivable (other than payment delinquencies of not more than
30 days), and no condition exists or event has occurred and is continuing that with notice, the
lapse of time or both would constitute a default, breach, violation or event permitting
acceleration under the terms of any Receivable, and there has been no waiver of any of the
foregoing. As of the Cutoff Date, no Financed Vehicle had been repossessed.



     27. Insurance. At the time of an origination of a Receivable by AmeriCredit, an
Originating Affiliate, a Dealer or Third-Party Lender, each Financed Vehicle is required to be
covered by a comprehensive and collision insurance policy (i) in an amount at least equal to the
lesser of (a) its maximum insurable value or (b) the principal amount due from the Obligor under
the related Receivable, (ii) naming AmeriCredit (or an Originating Affiliate or a Titled
Third-Party Lender) as loss payee and (iii) insuring against loss and damage due to fire, theft,
transportation, collision and other risks generally covered by comprehensive and collision
coverage. Each Receivable requires the Obligor to maintain physical loss and damage insurance,
naming AmeriCredit, an Originating Affiliate or a Titled Third-Party Lender and its successors and
assigns as additional insured parties, and each Receivable permits the holder thereof to obtain
physical loss and damage insurance at the expense of the Obligor if the Obligor fails to do so. No
Financed Vehicle is insured under a policy of Force-Placed Insurance on the Cutoff Date.



     28. Past Due. At the Cutoff Date, no Receivable was more than 30 days past due.



     29. Remaining Principal Balance. At the Cutoff Date, the Principal Balance of each
Receivable set forth in the Schedule of Receivables is true and accurate in all material respects.



     30. Certain Characteristics of the Receivables. 





     (A) Each Receivable had a remaining maturity as of the Cutoff Date, of not more than 72
months.




     (B) Each Receivable had an original maturity as of the Cutoff Date of not more than 72
months.



Sch-B-5









 






     (C) Each Receivable had a remaining Principal Balance as of the Cutoff Date of at least
$250 and not more than $80,000.




     (D) Each Receivable had an Annual Percentage Rate as of the Cutoff Date or of at least
1% and not more than 33%.




     (E) No Receivable was more than 30 days past due as of the Cutoff Date.




     (F) No funds had been advanced by AmeriCredit, any Originating Affiliate, any Dealer,
any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any
Receivable to qualify under clause (E) above.




     (G) Not more than 35% of the Obligors on the Receivables as of the Cutoff Date reside
in Texas and California (based on the Obligor’s mailing address as of the Cutoff Date).




     (H) Each Obligor had a billing address in the United States as of the date of
origination of the related Receivable, is a natural person and is not an Affiliate of any
party to the Basic Documents.




     (I) Each Receivable is denominated in, and each Contract provides for payment in,
United States dollars.




     (J) The weighted average Annual Percentage Rate of all Receivables which have been
transferred to the Issuer including the Receivables as of the Cutoff Date is not less than
16.50%.




     (K) Each Receivable is identified on the Servicer’s master servicing records as a
retail automobile installment sales contract.




     (L) Each Receivable arose under a Contract which is assignable without the consent of,
or notice to, the Obligor thereunder, and does not contain a confidentiality provision that
purports to restrict the ability of the Servicer to exercise its rights under the Sale and
Servicing Agreement, including, without limitation, its right to review the Contract.




     (M) Each Receivable arose under a Contract with respect to which AmeriCredit has
performed all obligations required to be performed by it thereunder, and, in the event such
Contract is an installment sales contract, delivery of the Financed Vehicle to the related
Obligor has occurred.




     (N) Not more than 2% of all Receivables (calculated by Aggregate Principal Balance)
which have been transferred to the Issuer shall be “electronic chattel paper”, as such term
is defined in the UCC.




     (O) No automobile related to a Receivable was held in repossession inventory as of the
Cutoff Date.



Sch-B-6









 






     (P) No Obligor was in bankruptcy as of the Cutoff Date.




     (Q) Neither the Servicer nor the Seller has selected the Receivables in a manner that
either of them believes is adverse to the interests of the Insurer or the Noteholders.



     31. Interest Calculation. Each Contract provides for the calculation of interest
payable thereunder under either the “simple interest” method, the “Rule of 78’s” method or the
“precomputed interest” method.



     32. Lockbox Account. Each Obligor has been, or will be, directed to make all payments
on their related Receivable to the Lockbox Account.



     33. Lien Enforcement. Each Receivable provides for enforcement of the lien or the
clear legal right of repossession, as applicable, on the Financed Vehicle securing such Receivable.



     34. Prospectus Supplement Description. Each Receivable conforms, and all Receivables
in the aggregate conform, in all material respects to the description thereof set forth in the
Prospectus Supplement.



     35. Risk of Loss. Each Contract contains provisions requiring the Obligor to assume
all risk of loss or malfunction on the related Financed Vehicle, requiring the Obligor to pay all
sales, use, property, excise and other similar taxes imposed on or with respect to the Financed
Vehicle and making the Obligor liable for all payments required to be made thereunder, without any
setoff, counterclaim or defense for any reason whatsoever, subject only to the Obligor’s right of
quiet enjoyment.



     36. Leasing Business. To the best of the Seller’s and the Servicer’s knowledge, as
appropriate, no Obligor is a Person involved in the business of leasing or selling equipment of a
type similar to the Obligor’s related Financed Vehicle.



     37. Consumer Leases. No Receivable constitutes a “consumer lease” under either (a)
the UCC as in effect in the jurisdiction the law of which governs the Receivable or (b) the
Consumer Leasing Act, 15 USC 1667.



     38. Perfection. The Seller has taken all steps necessary to perfect its security
interest against the related Obligors in the property securing the Receivables and will take all
necessary steps on behalf of the Trust to maintain the Trust’s perfection of the security interest
created by each Receivable in the related Financed Vehicle.




Sch-B-7









 








SCHEDULE C




SERVICING POLICIES AND PROCEDURES




Note: Applicable Time Periods Will Vary by State




Compliance with state collection laws is required of all AmeriCredit Collection Personnel.
Additionally, AmeriCredit has chosen to follow the guidelines of the Federal Fair Debt Collection
Practices Act (FDCPA).



The Collection Process




AmeriCredit mails each customer a monthly billing statement 16 to 20 days before payment is due.




	A.	 	All accounts are issued to the Computer Assisted Collection System (CACS) at 5 days
delinquent or at such other dates of delinquency as determined by historical payment patterns
of the account.






	B.	 	The CACS segregates accounts into two major groups: loans 5-45 days delinquent and those
over 45 days delinquent.






	C.	 	Loans delinquent up to 45 days are then further segregated into two groups: accounts that
have good phone numbers and those that do not.






	D.	 	Loans up to 45 days delinquent are transferred to AmeriCredit’s predictive dialing system.
The system automatically dials the phone number related to a delinquent account for all
accounts that have good phone numbers. When a connection is made, the account is then routed
to the next available account representative.






	E.	 	Loans without good phone numbers are called manually, through the CACS system, or in a
preview dialer campaign.






	F.	 	All reasonable collection efforts are made in an attempt to prevent these accounts from
becoming 30+ days delinquent — this includes the use of collection letters. Collection
letters may be utilized between 5th and 25th days of delinquency.






	G.	 	When an account reaches 31 days delinquent, a collector determines if any default
notification is required in the state where the debtor lives.






	H.	 	When an account exceeds 45 days delinquent, the loan is assigned to a 46+ collection team
which will continue the collection effort until resolution. If the account cannot be resolved
through normal collection efforts (i.e., satisfactory payment arrangements) then the account
may be submitted for repossession approval. An officer must approve all repossession
requests.






	I.	 	CACS allows each collector to accurately document and update each customer file when contact
(verbal or written) is made.




Sch-C-1









 











Repossessions



If repossession of the collateral occurs, the following steps are taken:





	A.	 	Proper authorities are notified (if applicable).






	B.	 	An inventory of all personal property is taken and a condition report is prepared on the
vehicle.






	C.	 	Written notification, as required by state law, is sent to the customer(s) stating their
rights of redemption or reinstatement along with information on how to obtain any personal
property that was in the vehicle at the time of repossession.






	D.	 	Written request to the originating dealer for all refunds due for dealer adds is made.






	E.	 	Collateral disposition through public or private sale, (dictated by state law), in a
commercially reasonable manner, through a third-party auto auction.






	F.	 	After the collateral is liquidated, the debtor(s) is notified in writing of the deficiency
balance owed, if any.





Use of Due Date Changes



Due dates may be changed subject to the following conditions:





	A.	 	The account is contractually current or will be brought current with the due date change.
	 
	B.	 	Due date changes cannot exceed the total of 30 days over the life of the contract.
	 
	C.	 	The first installment payment has been paid in full.
	 
	D.	 	Only one due date change in a twelve month period.




Any exceptions to the above stated policy must be approved by the appropriate level of authority.




Use of Payment Deferments



A payment deferral is offered to customers who have the desire and capacity to make future payments
but who have encountered temporary financial difficulties.





	A.	 	A minimum of six payments have been made on the account and a minimum of six payments have
been made since the most recent deferment (if any).





 B. The account will be brought current with the deferment.



 C. A deferment fee is collected on all transactions.




	D.	 	No more than eight total payments may be deferred over the life of the loan.




Sch-C-2









 










Any exceptions to the above stated policy must be approved by the appropriate level of authority.



Charge-Offs



It is AmeriCredit’s policy that any account that is not successfully recovered by 120 days
delinquent is submitted to an Officer for approval and charge-off.



It is AmeriCredit’s policy to carry all Chapter 13 bankruptcy accounts until 120 days delinquent.
A partial charge-off is taken for the unsecured portion of the account. On fully reaffirmed
Chapter 7 bankruptcy accounts, the accounts can be deferred current at the time of discharge.



Deficiency Collections



Collections on charged-off accounts are continued internally and/or assigned to third party
collection agencies for deficiency balances.





Sch-C-3










 





EXHIBIT A




SERVICER’S CERTIFICATE




AmeriCredit Automobile Receivables Trust 2007-C-M

Class A-1 5.318% Asset Backed Notes

Class A-2 5.43% Asset Backed Notes

Class A-3-A 5.42% Asset Backed Notes

Class A-3-B Floating Rate Asset Backed Notes

Class A-4-A 5.55% Asset Backed Notes

Class A-4-B Floating Rate Asset Backed Notes

Servicer’s Certificate



This Servicer’s Certificate has been prepared pursuant to Section 4.9 of the Sale and Servicing Agreement among AmeriCredit Automobile Receivables Trust 2007-C-M, as Issuer, AmeriCredit Financial Services, Inc., as Servicer, AFS SENSUB Corp., as Depositor, and Wells Fargo Bank, N.A., as Trust Collateral Agent and Backup Servicer, dated as of July 18, 2007. Defined terms have the meanings assigned to them in the Sale and Servicing Agreement or in other Transaction Documents.



The undersigned hereby certifies that no Trigger Event has occurred on the related Determination Date.




Monthly Period Beginning:

Monthly Period Ending:

Prev. Distribution/Close Date:

Distribution Date:

Days of Interest for Period:

Days in Collection Period:

Months Seasoned:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Class A-1	 	 	Class A-2	 	 	Class A-3-A	 	 	Class A-3-B	 	 	Class A-4-A	 	 	Class A-4-B	 	 	 	 	 	 	TOTAL	 
	I. MONTHLY PERIOD NOTE BALANCE CALCULATION:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{1} Original Note Balance
	 	 	{1}	 	 	 	 
	{2} Preliminary End of period Note Balance
	 	 	{2}	 	 	 	 
	{3} Deficiency Claim Amount
	 	 	{3}	 	 	 	 
	{4} End of period Note Balance
	 	 	{4}	 	 	 	 
	{5} Note Pool Factors {4} / {1}
	 	 	{5}	 	 	 	 
	II. RECONCILIATION OF SPREAD ACCOUNT:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{6} Preliminary End of period Spread Account balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{6}	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{7} Priority First — Deficiency Claim Amount from preliminary certificate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{7}	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{8} End of period Spread Account balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{8}	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Cumulative	 	 	Monthly	 
	III. MONTHLY PERIOD AND CUMULATIVE NUMBER OF RECEIVABLES CALCULATION:
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	{9} Original Number of Receivables
	 	 	{9}	 	 	 	 	 	 	 	 	 
	{10} Beginning of period number of Receivables
	 	 	{10}	 	 	 	 	 	 	 	 	 
	{11} Number of Subsequent Receivables Purchased
	 	 	{11}	 	 	 	 	 	 	 	 	 
	{12} Number of Receivables becoming Liquidated Receivables during period
	 	 	{12}	 	 	 	 	 	 	 	 	 
	{13} Number of Receivables becoming Purchased Receivables during period
	 	 	{13}	 	 	 	 	 	 	 	 	 
	{14} Number of Receivables paid off during period
	 	 	{14}	 	 	 	 	 	 	 	 	 
	{15} End of period number of Receivables
	 	 	{15}	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original	 	 	Prev. Month	 	 	Current	 
	IV. STATISTICAL DATA: (CURRENT AND HISTORICAL)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{16} Weighted Average APR of the Receivables
	 	 	{16}	 	 	 	 	 	 	 	 	 	 	 	 	 
	{17} Weighted Average Remaining Term of the Receivables
	 	 	{17}	 	 	 	 	 	 	 	 	 	 	 	 	 
	{18} Weighted Average Original Term of Receivables
	 	 	{18}	 	 	 	 	 	 	 	 	 	 	 	 	 
	{19} Average Receivable Balance
	 	 	{19}	 	 	 	 	 	 	 	 	 	 	 	 	 
	{20} Aggregate Realized Losses
	 	 	{20}	 	 	 	 	 	 	 	 	 	 	 	 	 
	{21} ABS Prepay Speed
	 	 	{21}	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Receivables with Scheduled Payment delinquent	 	 	 	 	 	Units	 	 	 	 	 	 	Dollars	 	 	Percentage	 
	V. DELINQUENCY:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{22} 31-60 days
	 	 	{21}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{23} 61-90 days
	 	 	{22}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{24} over 90 days
	 	 	{23}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{25} Receivables with Scheduled Payment delinquent more than 30 days at end of period
	 	 	{24}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Receivables with Scheduled Payment delinquent	 	 	 	 	 	Units	 	 	 	 	 	 	Dollars	 	 	Percentage	 
	VI. PERFORMANCE TESTS:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delinquency Ratio
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{26} Receivables and Purchased Receivables with Scheduled Payment delinquent more than 60 days ({23} + {24})
	 	 	 	 	 	 	 	 	 	 	{26}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{27} Beginning of period Principal Balance
	 	 	 	 	 	 	 	 	 	 	{27}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{28} Delinquency Ratio {26} divided by {27}
	 	 	 	 	 	 	 	 	 	 	{28}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{29} Previous Monthly Period Delinquency Ratio
	 	 	 	 	 	 	 	 	 	 	{29}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{30} Second previous Monthly Period Delinquency Ratio
	 	 	 	 	 	 	 	 	 	 	{30}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{31} Average Delinquency Ratio ({28} + {29} + {30}) / 3
	 	 	 	 	 	 	 	 	 	 	{31}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{32} Compliance (Delinquency Test Failure is a Delinqunecy Ratio equal to or greater than 4.00%.)
	 	 	 	 	 	 	 	 	 	 	{32}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Default Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{33} Defaulted Receivables in Current Period
	 	 	 	 	 	 	 	 	 	 	{33}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{34} Cumulative Defaulted Receivables from last month
	 	 	 	 	 	 	 	 	 	 	{34}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{35} Cumulative Defaulted Receivables {33} + {34}
	 	 	 	 	 	 	 	 	 	 	{35}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{36} Original Pool Balance
	 	 	 	 	 	 	 	 	 	 	{36}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{37} Cumulative Default Rate {35} divided by {36}
	 	 	 	 	 	 	 	 	 	 	{37}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{38} Compliance (Default Test Failure is a Cumulative Default Rate equal to or greater than 3.31%.)
	 	 	 	 	 	 	 	 	 	 	{38}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Net Loss Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{39} Receivables becoming Liquidated Receivables during period
	 	 	 	 	 	 	 	 	 	 	{39}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{40} Purchased Receivables with Scheduled Payment delinquent more than 30 days at end of period
	 	 	 	 	 	 	 	 	 	 	{40}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{41} Liquidation Proceeds collected during period
	 	 	 	 	 	 	 	 	 	 	{41}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{42} Net Losses during period {39} + {40} + {41}
	 	 	 	 	 	 	 	 	 	 	{42}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{43} Net Losses since Initial Cut-off Date (Beginning of Period)
	 	 	 	 	 	 	 	 	 	 	{43}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{44} Cumulative Net Loss Rate before 50% of 90 Day Delinquencies ({42} + {43}) / {46}
	 	 	 	 	 	 	 	 	 	 	{44}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{45} 50% of Receivables with Scheduled Payment delinquent more than 90 days at end of period
	 	 	 	 	 	 	 	 	 	 	{45}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{46} Original Pool Balance
	 	 	 	 	 	 	 	 	 	 	{46}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{47} Cumulative Net Loss Rate ({42} + {43} + {45}) / {46}
	 	 	 	 	 	 	 	 	 	 	{47}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{48} Compliance (Net Loss Test Failure is a Net Loss Rate equal to or greater than 1.99%.)
	 	 	 	 	 	 	 	 	 	 	{48}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Extension Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{49} Principal Balance of Receivables extended during current period
	 	 	 	 	 	 	 	 	 	 	{49}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{50} Beginning of Period Aggregate Principal Balance
	 	 	 	 	 	 	 	 	 	 	{50}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{51} Extension Rate {49} divided by {50}
	 	 	 	 	 	 	 	 	 	 	{51}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{52} Previous Monthly Extension Rate
	 	 	 	 	 	 	 	 	 	 	{52}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{53} Second previous Monthly Extension Rate
	 	 	 	 	 	 	 	 	 	 	{53}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{54} Average Extension Rate ({51} + {52} + {53}) / 3
	 	 	 	 	 	 	 	 	 	 	{54}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{55} Compliance (Extension Test Failure is an Extension Rate equal to or greater than 4%.)
	 	 	 	 	 	 	 	 	 	 	{55}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







	 	 	 	 
	By:	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	Date:	 	 	 










2









 










EXHIBIT B




PRELIMINARY SERVICER’S CERTIFICATE




AmeriCredit Automobile Receivables Trust 2007-C-M

Class A-1 5.318% Asset Backed Notes

Class A-2 5.43% Asset Backed Notes

Class A-3-A 5.42% Asset Backed Notes

Class A-3-B Floating Rate Asset Backed Notes

Class A-4-A 5.55% Asset Backed Notes

Class A-4-B Floating Rate Asset Backed Notes

Preliminary Servicer’s Certificate



This Servicer’s Certificate has been prepared pursuant to Section 4.9 of the Sale and Servicing Agreement among AmeriCredit Automobile Receivables Trust 2007-C-M, as Issuer, AmeriCredit Financial Services, Inc., as Servicer, AFS SENSUB Corp., as Depositor, and Wells Fargo Bank, N.A., as Trust Collateral Agent and Backup Servicer, dated as of July 18, 2007. Defined terms have the meanings assigned to them in the Sale and Servicing Agreement or in other Transaction Documents.



The undersigned hereby certifies that no Trigger Event has occurred on the related Determination Date.




Monthly Period Beginning:

Monthly Period Ending:

Prev. Distribution/Close Date:

Distribution Date:

Days of Interest for Period:

Days in Collection Period:

Months Seasoned:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original	 
	Purchases	 	Units	 	 	Cut-off Date	 	 	 	 	 	 	Closing Date	 	 	 	 	 	 	Pool Balance	 
	Initial Purchase
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub. Purchase #1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I. MONTHLY PERIOD RECEIVABLES PRINCIPAL BALANCE CALCULATION:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{1} Beginning of period Aggregate Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{1}	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{2} Purchase of Subsequent Receivables
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{2}	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Principal Amounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{3} Collections on Receivables outstanding at end of period
	 	 	 	 	 	 	 	 	 	 	{3}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{4} Collections on Receivables paid off during period
	 	 	 	 	 	 	 	 	 	 	{4}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{5} Receivables becoming Liquidated Receivables during period
	 	 	 	 	 	 	 	 	 	 	{5}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{6} Receivables becoming Purchased Receivables during period
	 	 	 	 	 	 	 	 	 	 	{6}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{7} Other Receivables adjustments
	 	 	 	 	 	 	 	 	 	 	{7}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{8} Less amounts allocable to Interest
	 	 	 	 	 	 	 	 	 	 	{8}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{9} Total Monthly Principal Amounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{9}	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{10} End of period Aggregate Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{10}	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{11} Pool Factor ( {10} / Original Pool Balance)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{11}	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class A-1	 	 	Class A-2	 	 	Class A-3-A	 	 	Class A-3-B	 	 	Class A-4-A	 	 	Class A-4-B	 	 	TOTAL	 
	II. MONTHLY PERIOD NOTE BALANCE CALCULATION:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{12} Original Note Balance 
	 	{12}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{13} Beginning of period Note Balance 
	 	{13}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{14} Noteholders’ Principal Distributable Amount
	 	{14}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{15} Noteholders’ Accelerated Principal Amount
	 	{15}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{16} Accelerated Payment Amount Shortfall 
	 	{16}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{17} Deficiency Claim Amount 
	 	{17}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{18} End of period Note Balance 
	 	{18}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{19} Note Pool Factors ( {18} / {12} ) 
	 	{19}	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






1










 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	III. RECONCILIATION OF PRE-FUNDING ACCOUNT:
	 	 	 	 	 	 	 	 	 	 	 	 
	{20} Beginning of period Pre-Funding Account balance
	 	 	{20}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{21} Purchase of Subsequent Receivables
	 	 	{21}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{22} Investment Earnings
	 	 	{22}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{23} Investment Earnings Transfer to Collections Account
	 	 	{23}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{24} Payment of Mandatory Prepayment Amount
	 	 	{24}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{25} Total Month Activity
	 	 	{25}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{26} End of period Pre-Funding Account balance
	 	 	{26}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	IV. OVERCOLLATERALIZATION AMOUNT CALCULATION
	 	 	 	 	 	 	 	 	 	 	 	 
	{27} Current Distribution Date Before January 2009?
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{28} If {27} is Yes, then Overcollateralization Amount 11.50%
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{29} If {27} is No, then refer to the following table
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	3mo Avg	 	 	Cumulative	 	 	 	 	 	 	3mo Avg	 	 	 	 	 	 	 	 	 
	 	 	OC Amount	 	 	Delinquency Ratio	 	 	Net Loss Ratio	 	 	Default Ratio	 	 	Extension Ratio	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	{30} Overcollateralization Amount per Table if applicable
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{31} Overcollateralization Amount
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	V. CALCULATION OF PRINCIPAL DISTRIBUTABLE AMOUNT
	 	 	 	 	 	 	 	 	 	 	 	 
	{32} Total Monthly Principal Amounts
	 	 	{32}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{33} Required Pro-forma Note Balance
	 	 	{33}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{34} Pro Forma Note Balance ({13} — {9})
	 	 	{34}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{35} Step-down Amount (Max of 0 or ({33} — {34}))
	 	 	{35}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{36} Principal Distributable Amount ({32} — {35})
	 	 	{36}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	VI. RECONCILIATION OF CAPITALIZED INTEREST ACCOUNT:
	 	 	 	 	 	 	 	 	 	 	 	 
	{37} Beginning of period Capitalized Interest Account balance
	 	 	{37}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{38} Monthly Capitalized Interest Amount
	 	 	{38}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{39} Investment Earnings
	 	 	{39}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{40} Investment Earnings Transfer to Collections Account
	 	 	{40}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{41} Payment of Overfunded Capitalized Interest Amount
	 	 	{41}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{42} Payment of Remaining Capitalized Interest Account
	 	 	{42}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{43} Total Monthly Activity
	 	 	{43}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{44} End of period Capitalized Interest Account balance
	 	 	{44}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	VII. RECONCILIATION OF COLLECTION ACCOUNT:
	 	 	 	 	 	 	 	 	 	 	 	 
	Available Funds:
	 	 	 	 	 	 	 	 	 	 	 	 
	{45} Collections on Receivables during period
(net of Liquidation Proceeds and Fees)
	 	 	{45}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{46} Liquidation Proceeds collected during period
	 	 	{46}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{47} Purchase Amounts deposited in Collection
	 	 	{47}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{48} Investment Earnings — Collection Account
	 	 	{48}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{49} Investment Earnings — Transfer From Prefunding Account
	 	 	{49}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{50} Investment Earnings — Transfer From
Capitalized Interest Account
	 	 	{50}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{51} Collection of Supplemental Servicing — Extension Fees
	 	 	{51}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{52} Collection of Supplemental Servicing — Repo
and Recovery Fees Advanced
	 	 	{52}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{53} Collection of Supplemental Servicing — Late Fees
	 	 	{53}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{54} Monthly Capitalized Interest Amount
	 	 	{54}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{55} Mandatory Note Prepayment Amount
	 	 	{55}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{56} Proceeds from Swap Agreement
	 	 	{56}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{57} Spread Account Claim Amount Deposits
	 	 	{57}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{58} Total Available Funds
	 	 	{58}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Distributions:
	 	 	 	 	 	 	 	 	 	 	 	 
	{59} Swap Payments to Swap Provider
	 	 	{59}	 	 	 	 	 	 	 	 	 
	{60} Base Servicing Fee —  to Servicer
	 	 	{60}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{61} Repo and Recovery Fees — reimbursed to Servicer
	 	 	{61}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{62} Bank Service Charges — reimbursed to Servicer
	 	 	{62}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{63} Late Fees — to Servicer
	 	 	{63}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	{64} Backup Servicing Fees
	 	 	{64}	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Noteholders’ Interest Distributable Amount	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Beginning	 	 	Interes	 	 	Interest	 	 	 	 	 	 	 	 	 	 	Calculated	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 	Note Balance	 	 	Carryover	 	 	Rate	 	 	Days	 	 	Days Basis	 	 	Interest	 	 	 	 	 	 	 	 	 
	{65}
	 	Class A - 1	 	 	 	 	 	 	 	 	 	 	5.318	%	 	 	 	 	 	Actual days/360	 	 	 	 	 	 	{65}
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{66}
	 	Class A - 2	 	 	 	 	 	 	 	 	 	 	5.430	%	 	 	 	 	 	 	30/360	 	 	 	 	 	 	 	{66}
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{67}
	 	Class A - 3 - A	 	 	 	 	 	 	 	 	 	 	5.420	%	 	 	 	 	 	 	30/360	 	 	 	 	 	 	 	{67}
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{68}
	 	Class A - 3 - B	 	 	 	 	 	 	 	 	 	Libor + .03%	 	 	 	 	 	Actual days/360	 	 	 	 	 	 	{68}
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{69}
	 	Class A - 4 - A	 	 	 	 	 	 	 	 	 	 	5.550	%	 	 	 	 	 	 	30/360	 	 	 	 	 	 	 	{69}
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{70}
	 	Class A - 4 - B	 	 	 	 	 	 	 	 	 	Libor + .08%	 	 	 	 	 	Actual days/360	 	 	 	 	 	 	{70}
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{71}
	 	Security Insurer Premiums — to MBIA	 	 	{71}
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Noteholders’ Principal Distributable Amount	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 	 	Principal	 	 	Excess	 	 	Mandatory	 	 	Total	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 	Distributable	 	 	Carryover	 	 	Principal Due	 	 	Note Prepayment	 	 	Principal	 	 	 	 	 	 	 	 	 
	{72}
	 	Class A - 1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{72}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{73}
	 	Class A - 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{73}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{74}
	 	Class A - 3 - A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{74}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{75}
	 	Class A - 3 - B	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{75}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{76}
	 	Class A - 4 - A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{76}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{77}
	 	Class A - 4 - B	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{77}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{78}
	 	Total distributions	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	{78}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{79} Excess Available Funds	 	 	 	 	 	 	{79}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{80} Deposit to Spread Account to Increase to Required Level	 	 	 	 	 	 	{80}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{81} Noteholders’ Accelerated Principal Amount	 	 	 	 	 	 	{81}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{82} Swap Termination Payments to Swap Provider	 	 	 	 	 	 	{82}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{83} Additional Amounts Owed to Insurer not paid in {71} above	 	 	 	 	 	 	{83}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	{84} Deposit to Spread Account	 	 	 	 	 	 	{84}
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







2