exv10w3



 





Exhibit 10.3

EXECUTION COPY




 





MBIA INSURANCE CORPORATION,

as Insurer




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M,

as Issuer




AMERICREDIT FINANCIAL SERVICES, INC.,

Individually, as Custodian and as Servicer




AFS SENSUB CORP.,

as Seller




WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee, as Trust Collateral Agent, as Collateral Agent and Backup Servicer




INSURANCE AGREEMENT




$1,500,000,000

AmeriCredit Automobile Receivables Trust 2007-C-M

Automobile Receivables Backed Notes

$273,000,000 Class A-1 Notes

$370,000,000 Class A-2 Notes

$175,000,000 Class A-3-A Notes

$271,000,000 Class A-3-B Notes

$150,000,000 Class A-4-A Notes

$261,000,000 Class A-4-B Notes




Dated as of July 18, 2007



 




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I
 
	 	 	 	 
	DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Representation and Warranties
of AmeriCredit, the Servicer, the Seller and the Custodian
	 	 	6	 
	Section 2.02. Affirmative Covenants of the
Servicer, AmeriCredit, the Seller and the Custodian
	 	 	10	 
	Section 2.03. Negative Covenants of AmeriCredit,
the Servicer, the Seller and the Custodian
	 	 	16	 
	Section 2.04. Representations and Warranties of the Issuer
	 	 	17	 
	Section 2.05. Affirmative Covenants of the Issuer
	 	 	20	 
	Section 2.06. Negative Covenants of the Issuer
	 	 	22	 
	Section 2.07. Representations, Warranties and Covenants of the Trustee, the
Trust Collateral Agent, the Collateral Agent and the Backup Servicer
	 	 	24	 
	 
	 	 	 	 
	ARTICLE III

THE POLICIES; REIMBURSEMENT
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Issuance of the Policies
	 	 	26	 
	Section 3.02. Payment of Fees and Premium
	 	 	28	 
	Section 3.03. Reimbursement and Additional Payment Obligation
	 	 	29	 
	Section 3.04. Indemnification; Limitation of Liability
	 	 	31	 
	Section 3.05. Payment Procedure
	 	 	33	 
	 
	 	 	 	 
	ARTICLE IV

FURTHER AGREEMENTS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Effective Date; Term of the Insurance Agreement
	 	 	34	 
	Section 4.02. Further Assurances and Corrective Instruments
	 	 	34	 
	Section 4.03. Obligations Absolute
	 	 	34	 
	Section 4.04. Assignments; Reinsurance; Third-party Rights
	 	 	36	 
	Section 4.05. Liability of the Insurer
	 	 	37	 
	Section 4.06. Parties Will Not Institute Insolvency Proceedings
	 	 	37	 
	Section 4.07. Trustee, Custodian, Trust Collateral Agent, Collateral Agent, Backup
Servicer, Seller, Issuer and Servicer To Join in Enforcement Action
	 	 	37	 
	Section 4.08. Subrogation
	 	 	37	 
	Section 4.09. Insurer’s Rights Regarding Actions, Proceedings or Investigations
	 	 	38	 
	Section 4.10. Replacement Swap Agreement
	 	 	39	 
	Section 4.11. Regulation AB Reports
	 	 	39	 






 









 






	 	 	 	 	 
	ARTICLE V

DEFAULTS; REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Defaults
	 	 	41	 
	Section 5.02. Remedies; No Remedy Exclusive
	 	 	43	 
	Section 5.03. Waivers
	 	 	44	 
	 
	 	 	 	 
	ARTICLE VI

MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Amendments, Etc
	 	 	44	 
	Section 6.02. Notices
	 	 	45	 
	Section 6.03. Severability
	 	 	46	 
	Section 6.04. Governing Law
	 	 	46	 
	Section 6.05. Consent to Jurisdiction
	 	 	46	 
	Section 6.06. Consent of the Insurer
	 	 	47	 
	Section 6.07. Counterparts
	 	 	47	 
	Section 6.08. Headings
	 	 	47	 
	Section 6.09. Trial by Jury Waived
	 	 	47	 
	Section 6.10. Limited Liability
	 	 	47	 
	Section 6.11. Entire Agreement
	 	 	48	 






ii 









 






INSURANCE AGREEMENT




     INSURANCE AGREEMENT (this “Insurance Agreement”), dated as of July 18, 2007 by and among
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M, as Issuer (the “Issuer”), AFS SENSUB CORP., as
Seller (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., individually (“AmeriCredit”) and in
its capacity as Servicer under the Sale and Servicing Agreement described below (together with its
permitted successors and assigns, the “Servicer”) and as Custodian (the “Custodian”), MBIA
INSURANCE CORPORATION, as Insurer (the “Insurer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Trustee (the “Trustee”), as Trust Collateral Agent (the “Trust Collateral Agent”), as Collateral
Agent (the “Collateral Agent”), and as Backup Servicer (the “Backup Servicer”).



     WHEREAS, the Indenture dated as of July 18, 2007 relating to AmeriCredit Automobile
Receivables Trust 2007-C-M Automobile Receivables Backed Notes $273,000,000 Class A-1 Notes,
$370,000,000 Class A-2 Notes, $175,000,000 Class A-3-A Notes, $271,000,000 Class A-3-B Notes,
$150,000,000 Class A-4-A Notes and $261,000,000 Class A-4-B Notes (the “Obligations”), between the
Issuer, the Trustee and the Trust Collateral Agent (the “Indenture”) provides for, among other
things, the issuance of asset backed notes representing debt obligations secured by the collateral
pledged thereunder and the Insurer has agreed to issue its Note Guaranty Insurance Policy (the
“Note Policy”) that guarantees certain payments on the Obligations and its Interest Rate Swap
Insurance Policy (the “Swap Policy” and together with the Note Policy, the “Policies”) under which
the Insurer has agreed to insure certain amounts which may be due from the Issuer to the Swap
Provider under the Swap Agreement; and



     WHEREAS, the Insurer shall be paid an insurance premium pursuant to the Sale and Servicing
Agreement and the details of such premium are set forth herein; and



     WHEREAS, AmeriCredit, the Servicer, the Custodian, the Backup Servicer, the Trustee, the
Collateral Agent, the Trust Collateral Agent, the Seller and the Issuer have undertaken certain
obligations in consideration of the Insurer’s issuance of the Policies;



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



ARTICLE I




DEFINITIONS




     The terms defined in this Article I shall have the meanings provided herein for all purposes
of this Insurance Agreement, unless the context clearly requires otherwise, in both singular and
plural form, as appropriate. Unless the context clearly requires otherwise, all capitalized terms
used herein and not otherwise defined in this Article I shall have the meanings assigned to them in
the Sale and Servicing Agreement or the Indenture, as applicable. All words used herein shall be
construed to be of such gender or number as the circumstances require. This “Insurance Agreement”
shall mean this Insurance Agreement as a whole and as the same may,



 









 




from time to time hereafter, be amended, supplemented or modified. The words “herein,”
“hereby,” “hereof,” “hereto,” “hereinabove” and “hereinbelow,” and words of similar import, refer
to this Insurance Agreement as a whole and not to any particular paragraph, clause or other
subdivision hereof, unless otherwise specifically noted.




     “AmeriCredit Exchange Act Reports” means all distribution reports on Form 10-D, current
reports on Form 8-K and annual reports on Form 10-K that are required to be filed by the Seller or
the Issuer with respect to the Obligations pursuant to the Securities Exchange Act.



     “Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which the
Insurer is closed or (c) a day on which banking institutions in the states of Texas, Delaware,
Minnesota or New York are authorized or obligated by law or executive order to be closed.



     “Code” means the Internal Revenue Code of 1986, including, unless the context otherwise
requires, the rules and regulations thereunder, as amended from time to time.



     “Collateral Agent” means Wells Fargo Bank, National Association, a national banking
association, as collateral agent under the Spread Agreement, and any successor to the Collateral
Agent under the Spread Account Agreement.



     “Commission” means the Securities and Exchange Commission.



     “Corporate Liquidity Pool” means the sum of (i) cash and cash equivalents held by AmeriCredit
Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit
Corp. or AmeriCredit that are not subject to any lien or security interest of any third party;
provided, however, that “Corporate Liquidity Pool” shall not include any restricted cash balances.



     “Date of Issuance” means the date on which the Policies are issued as specified therein.



     “Default” means any event which results, or which with the giving of notice or the lapse of
time or both would result, in an Insurance Agreement Event of Default.



     “Financial Statements” means, with respect to AmeriCredit Corp., the consolidated balance
sheets and the statements of income, retained earnings and cash flows and the notes thereto which
have been provided to the Insurer.



     “Fiscal Agent” means the Fiscal Agent, if any, designated pursuant to the terms of the
Policies.



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



     “Indenture” means the Indenture dated as of July 18, 2007 among the Issuer, the Trust
Collateral Agent and the Trustee as the same may be amended or supplemented from time to time in
accordance with the terms thereof.



2









 





     “Insurance Agreement Event of Default” means any event of default specified in Section 5.01
hereof.



     “Investment Company Act” means the Investment Company Act of 1940, including, unless the
context otherwise requires, the rules and regulations thereunder, as amended.



     “Late Payment Rate” means, for any date of determination, the rate of interest as it is
publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime
rate (any change in such prime rate of interest to be effective on the date such change is
announced by Citibank, N.A.) plus 2%. The Late Payment Rate shall be computed on the basis of a
year of 365 days, calculating the actual number of days elapsed. In no event shall the Late
Payment Rate exceed the maximum rate permissible under any applicable law limiting interest rates.



     “Liabilities” shall have the meaning ascribed to such term in Section 3.04(a) hereof.



     “Losses” means (a) any actual out-of-pocket loss paid by the Insurer or its respective
parents, subsidiaries and affiliates or any shareholder, director, officer, employee, agent or any
“controlling person” (as such term is used in the Securities Act) of any of the foregoing and (b)
any actual out-of-pocket costs and expenses paid by such party, including reasonable fees and
expenses of its counsel, to the extent not paid, satisfied or reimbursed from funds provided by any
other Person (provided that the foregoing shall not create or imply any obligation to pursue
recourse against any such other Person).



     “Material Adverse Change” means, in respect of any Person, a material adverse change in (a)
the business, financial condition, results of operations or properties of such Person or (b) the
ability of such Person to perform its obligations under any of the Transaction Documents.



     “Master Warehouse Facility” means the third amended and restated sale and servicing agreement,
dated as of October 30, 2006, among AmeriCredit Master Trust, a Delaware statutory trust,
AmeriCredit Funding Corp. VII, a Delaware corporation, AmeriCredit and The Bank of New York, as
successor to the corporate trust business of JP Morgan Chase Bank, N.A., as amended or
supplemented, and any replacement warehouse facility.



     “MBIA Exchange Act Reports” has the meaning assigned to such term in Section 4.11(a) of this
Agreement.



     “Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, and any successor
thereto, and, if such corporation shall for any reason no longer perform the functions of a
securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized
rating agency designated by the Insurer.



     “Obligor” means the original obligor under each Receivable, including any guarantor of such
obligor and their respective successors.



     “Offering Document” means the Prospectus dated April 28, 2006 and the Prospectus Supplement
thereto dated July 17, 2007 of the Issuer in respect of the Obligations (and any amendment or
supplement thereto) and any other offering document in respect of the Obligations



3









 







prepared by AmeriCredit, the Servicer, the Seller or the Issuer that makes reference to the
Policies.



     “Opinion Facts and Assumptions” means the facts and assumptions contained in the insolvency
opinion dated July 26, 2007 by Dewey Ballantine LLP and the officer’s certificates attached as
exhibits thereto insofar as they relate to the Seller, the Issuer and AmeriCredit.



     “Owner” shall have the meaning set forth in the Note Policy.



     “Person” means an individual, joint stock company, trust, unincorporated association, joint
venture, corporation, business or owner trust, limited liability company, partnership or other
organization or entity (whether governmental or private).



     “Premium” means the premium payable in accordance with Section 3.02 hereof.



     “Premium Letter” means the Premium Letter from the Insurer to AmeriCredit, the Issuer, the
Trustee and the Trust Collateral Agent dated July 18, 2007.



     “Premium Percentage” shall have the meaning ascribed to such term in Section 3.02 hereof.



     “Purchase Agreement” means the Purchase Agreement dated as of July 18, 2007, between the
Seller and AmeriCredit, as the same may be amended or supplemented from time to time in accordance
with the terms thereof.



     “Regulation AB” means Subpart 229.110 – 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 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time.



     “Replacement Swap Agreement” means any replacement Swap Agreement entered into at the
direction of the Insurer pursuant to Section 4.10 of this Agreement.



     “Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of July 18,
2007 among the Issuer, the Seller, the Servicer, the Backup Servicer and the Trust Collateral Agent
as the same may be amended or supplemented from time to time in accordance with the terms thereof.



     “Securities Act” means the Securities Act of 1933, including, unless the context otherwise
requires, the rules and regulations thereunder, as amended from time to time.



     “Securities Exchange Act” means the Securities Exchange Act of 1934, including, unless the
context otherwise requires, the rules and regulations thereunder, as amended from time to time.



4









 





     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and any successor thereto, and, if such corporation shall for any reason no longer perform the
functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally
recognized rating agency designated by the Insurer.



     “Tangible Net Worth” means, with respect to any Person, the net worth of such Person
calculated in accordance with GAAP, after subtracting therefrom the aggregate amount of such
Person’s intangible assets, including, without limitation, goodwill, franchises, licenses, patents,
trademarks, copyrights and service marks.



     “Term of the Insurance Agreement” shall be determined as provided in Section 4.01 hereof.



     “Transaction” means the transactions contemplated by the Transaction Documents, including the
transactions described in the Transaction Documents.



     “Transaction Documents” means this Insurance Agreement, the Indemnification Agreement, the
Indenture, the Trust Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the
Underwriting Agreement, the Custodian Agreement, the Lockbox Agreement, the Swap Agreement, the
Premium Letter, the Spread Account Agreement and the Obligations.



     “Trust Agreement” means the Amended and Restated Trust Agreement dated as of July 18, 2007
between the Seller and Wilmington Trust Company, as Owner Trustee, as the same may be amended or
supplemented from time to time in accordance with the terms thereof.



     “Trust Collateral Agent” means Wells Fargo Bank, National Association, a national banking
association, as collateral agent under the Indenture, and any successor to the Trust Collateral
Agent under the Indenture.



     “Trustee” means Wells Fargo Bank, National Association, a national banking association, as
Trustee under the Indenture, and any successor Trustee under the Indenture.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, including, unless the context
otherwise requires, the rules and regulations thereunder, as amended from time to time.



     “Underwriters” means Credit Suisse Securities (USA) LLC, Lehman Brothers Inc., Barclays
Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Greenwich Capital
Markets, Inc., and UBS Securities LLC.



     “Underwriting Agreement” means the Underwriting Agreement between the Underwriters and the
Seller with respect to the offer and sale of the Obligations, as the same may be amended from time
to time.



5









 





ARTICLE II




REPRESENTATIONS, WARRANTIES AND COVENANTS




     Section 2.01. Representation and Warranties of AmeriCredit, the Servicer, the Seller and the
Custodian. AmeriCredit, the Servicer, the Seller and the Custodian represent, warrant and covenant
as of the Date of Issuance, each as to those matters relating to itself, as follows:




     (a) Due Organization and Qualification. AmeriCredit, the Servicer, the Seller and the
Custodian are each a corporation, duly organized, validly existing and in good standing under
the laws of its respective jurisdiction of organization. Each of AmeriCredit, the Servicer,
the Seller and the Custodian is duly qualified to do business, is in good standing and has
obtained all licenses, permits, charters, registrations and approvals (together, “approvals”)
necessary for the conduct of its business as currently conducted and as described in the
Offering Document and the performance of its obligations under the Transaction Documents in
each jurisdiction in which the failure to be so qualified or to obtain such approvals would
render any Transaction Document unenforceable in any respect or would have a material adverse
effect upon the Transaction, the Owners or the Insurer.




     (b) Power and Authority. Each of the Servicer, the Seller and the Custodian has all
necessary power and authority to conduct its business as currently conducted and, as
described in the Offering Document, to execute, deliver and perform its obligations under the
Transaction Documents and to consummate the Transaction.




     (c) Due Authorization. The execution, delivery and performance of the Transaction
Documents by AmeriCredit, the Servicer, the Seller and the Custodian have been duly
authorized by all necessary action and do not require any additional approvals or consents
of, or other action by or any notice to or filing with, any Person, including, without
limitation, any governmental entity or the Servicer’s, AmeriCredit’s, the Seller’s or the
Custodian’s stockholders, which have not previously been obtained or given by the Servicer,
AmeriCredit, the Seller or the Custodian.




     (d) Noncontravention. None of the execution and delivery of the Transaction Documents
by AmeriCredit, the Servicer, the Seller or the Custodian, the consummation of the
transactions contemplated thereby or by the Offering Document or the satisfaction of the
terms and conditions of the Transaction Documents:




     (i) conflicts with or results in any breach or violation of any provision of
the organizational documents of the Servicer, AmeriCredit, the Seller or the
Custodian or any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award currently in effect having applicability to the Servicer,
AmeriCredit, the Seller or the Custodian or any of their material properties,
including regulations issued by an administrative agency or other governmental
authority having supervisory powers over the Servicer, AmeriCredit, the Seller or
the Custodian;



6









 






     (ii) constitutes a default by the Servicer, AmeriCredit, the Seller or the
Custodian under or a breach of any provision of any loan agreement, mortgage,
indenture or other agreement or instrument to which the Servicer, AmeriCredit, the
Seller or the Custodian is a party or by which any of its or their respective
properties, which are individually or in the aggregate material to the Servicer,
AmeriCredit, the Seller or the Custodian, is or may be bound or affected; or




     (iii) results in or requires the creation of any lien upon or in respect of any
assets of the Servicer, AmeriCredit, the Seller or the Custodian, except as
contemplated by the Transaction Documents.




     (e) Legal Proceedings. There is no action, proceeding or investigation by or before any
court, governmental or administrative agency or arbitrator against or affecting the Servicer,
AmeriCredit, the Seller, the Custodian or any of its or their subsidiaries, or any properties
or rights of the Servicer, AmeriCredit, the Seller, the Custodian or any of its or their
subsidiaries, pending or, to the Servicer’s, AmeriCredit’s, the Seller’s or the Custodian’s
knowledge after reasonable inquiry, threatened, which in any case could reasonably be
expected to result in a Material Adverse Change with respect to AmeriCredit, the Servicer,
the Seller or Custodian.




     (f) Valid and Binding Obligations. The Obligations, when executed, authenticated and
issued in accordance with the Indenture, and the Transaction Documents (other than the
Obligations), when executed and delivered by the Servicer, the Seller AmeriCredit, and the
Custodian, will constitute the legal, valid and binding obligations of the Servicer,
AmeriCredit, the Seller, the Custodian and the Trust, as applicable, enforceable in
accordance with their respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and general equitable principles and public policy considerations as to
rights of indemnification for violations of federal securities laws. None of the Servicer,
AmeriCredit, the Seller or the Custodian will at any time in the future deny that the
Transaction Documents constitute the legal, valid and binding obligations of the Servicer,
AmeriCredit, the Seller, the Custodian or the Trust, as applicable.




     (g) Financial Statements. The Financial Statements of AmeriCredit Corp., copies of
which have been furnished to the Insurer by AmeriCredit, (i) are, as of the dates and for the
periods referred to therein, complete and correct in all material respects, (ii) present
fairly the financial condition and results of operations of AmeriCredit Corp., as of the
dates and for the periods indicated and (iii) have been prepared in accordance with generally
accepted accounting principles consistently applied, except as noted therein (subject as to
interim statements to normal year-end adjustments). Since the date of the most recent
Financial Statements, there has been no Material Adverse Change in respect of AmeriCredit
Corp., the Custodian, AmeriCredit, the Seller or the Servicer. Except as disclosed in the
Financial Statements, AmeriCredit Corp., the Custodian, AmeriCredit, the Seller and the
Servicer are not subject to any contingent liabilities or commitments that, individually or
in the aggregate, have a material possibility of causing a Material Adverse



7









 







Change in respect of AmeriCredit Corp., the Custodian, AmeriCredit, the Seller and the
Servicer.




     (h) Compliance With Law, Etc. No practice, procedure or policy employed, or proposed to
be employed, by the Servicer, AmeriCredit, the Seller or the Custodian in the conduct of its
business violates any law, regulation, judgment, agreement, order or decree applicable to any
of them that, if enforced, could reasonably be expected to result in a Material Adverse
Change with respect to the Servicer, AmeriCredit, the Seller or the Custodian. The Servicer,
AmeriCredit, the Seller and the Custodian are not in breach of or in default under any
applicable law or administrative regulation of its respective jurisdiction of organization,
or any department, division, agency or instrumentality thereof or of the United States or any
applicable judgment or decree or any loan agreement, note, resolution, certificate, agreement
or other instrument to which the Servicer, AmeriCredit, the Seller or the Custodian is a
party or is otherwise subject which, if enforced, would have a material adverse effect on the
ability of the Servicer, AmeriCredit, the Seller or the Custodian, as the case may be, to
perform its respective obligations under the Transaction Documents.




     (i) Taxes. The Servicer, AmeriCredit, the Seller and the Custodian and the Servicer’s,
AmeriCredit’s, the Seller’s and the Custodian’s parent company or companies have filed prior
to the date hereof all federal and state tax returns that are required to be filed and paid
all taxes, including any assessments received by them that are not being contested in good
faith, to the extent that such taxes have become due, except for any failures to file or pay
that, individually or in the aggregate, would not result in a Material Adverse Change with
respect to the Servicer, the Seller or the Custodian.




     (j) Accuracy of Information. Neither the Transaction Documents nor other information
relating to the Receivables, the operations of the Servicer, AmeriCredit, the Seller or the
Custodian (including servicing or origination of loans) or the financial condition of the
Servicer, AmeriCredit, the Seller or the Custodian (collectively, the “Documents”), as
amended, supplemented or superseded, furnished to the Insurer by the Servicer, AmeriCredit,
the Seller or the Custodian contains any statement of a material fact by the Servicer,
AmeriCredit, the Seller or the Custodian which was untrue or misleading in any material
adverse respect when made. None of the Servicer, AmeriCredit, the Seller or the Custodian
has any knowledge of circumstances that could reasonably be expected to cause a Material
Adverse Change with respect to the Servicer, AmeriCredit, the Seller or the Custodian. Since
the furnishing of the Documents, there has been no change or any development or event
involving a prospective change known to the Servicer, AmeriCredit, the Seller or the
Custodian that would render any of the Documents untrue or misleading in any material
respect.




     (k) Compliance With Securities Laws. The offer and sale of the Obligations comply in
all material respects with all requirements of law, including all registration requirements
of applicable securities laws. Without limitation of the foregoing, the Offering Document
does not contain any untrue statement of a material fact and does not omit to state a
material fact necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading; provided, however, that no



8









 







representation is made with respect to the information in the Offering
Document set forth under the headings “THE POLICY” and “THE INSURER” or the consolidated
financial statements of the Insurer incorporated by reference in the Offering Document.
Neither the offer nor the sale of the Obligations has been or will be in violation of the
Securities Act or any other federal or state securities laws. The Trust is not required to
be registered as an “investment company” under the Investment Company Act.




     (l) Transaction Documents. Each of the representations and warranties of the Servicer,
AmeriCredit, the Seller and the Custodian contained in the Transaction Documents is true and
correct in all material respects, and the Servicer, AmeriCredit, the Seller and the Custodian
hereby make each such representation and warranty to, and for the benefit of, the Insurer as
if the same were set forth in full herein.




     (m) Solvency; Fraudulent Conveyance. The Servicer, AmeriCredit, the Seller and the
Custodian are solvent and will not be rendered insolvent by the Transaction and, after giving
effect to the Transaction, none of the Servicer, AmeriCredit, the Seller or the Custodian
will be left with an unreasonably small amount of capital with which to engage in its
business, nor does the Servicer, AmeriCredit, the Seller or the Custodian intend to incur, or
believe that it has incurred, debts beyond its ability to pay as they mature. None of the
Servicer, AmeriCredit, the Seller or the Custodian contemplates the commencement of
insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a
receiver, liquidator, conservator, trustee or similar official in respect of the Servicer,
AmeriCredit, the Seller or the Custodian or any of their assets. The amount of consideration
being received by the Issuer upon the sale of the Obligations to the Underwriter constitutes
reasonably equivalent value and fair consideration for the interest in the Receivables
securing the Obligations. AmeriCredit is not transferring the Receivables to the Seller, the
Seller is not transferring the Receivables to the Issuer, the Issuer is not pledging the
Receivables to the Trustee and the Issuer is not selling the Obligations to the Underwriter,
as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of
the Seller’s, AmeriCredit’s or the Custodian’s creditors.




     (n) Principal Place of Business.




     (i) The principal place of business of AmeriCredit, the Servicer and the
Custodian is located in Fort Worth, Texas and AmeriCredit, the Servicer and the
Custodian are a corporation organized under the laws of the State of Delaware.
“AmeriCredit Financial Services, Inc.” is the correct legal name of AmeriCredit, the
Servicer and the Custodian indicated on the public records of AmeriCredit, the
Servicer and the Custodian’s jurisdiction of organization which shows AmeriCredit,
the Servicer and the Custodian to be organized.




     (ii) The principal place of business of the Seller is located in Las Vegas,
Nevada and the Seller is a corporation organized under the laws of the State of
Nevada. “AFS SenSub Corp.” is the correct legal name of the Seller indicated on the
public records of the Seller’s jurisdiction of organization which shows the Seller
to be organized.



9









 






     (o) Opinion Facts and Assumptions. The Opinion Facts and Assumptions insofar as they
relate to the Seller and AmeriCredit are true and correct as of the Date of Issuance.



     Section 2.02. Affirmative Covenants of the Servicer, AmeriCredit, the Seller and the
Custodian. The Servicer, AmeriCredit, the Seller and the Custodian hereby agree that during the
Term of the Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing:




     (a) Compliance With Agreements and Applicable Laws. The Servicer, AmeriCredit, the
Seller and the Custodian shall not be in default under the Transaction Documents and shall
comply with all material requirements of any law, rule or regulation applicable to it. None
of the Servicer, AmeriCredit, the Seller or the Custodian shall agree to any amendment to or
modification of the terms of any Transaction Documents unless the Insurer shall have given
its prior written consent.




     (b) Corporate Existence. The Servicer, its successors and assigns, AmeriCredit, its
successors and assigns, the Seller, its successors and assign and the Custodian, its
successors and assigns shall maintain their corporate or business trust existence and shall
at all times continue to be duly organized under the laws of their respective jurisdictions
of organization and duly qualified and duly authorized (as described in section 2.01(a), (b)
and (c) hereof) and shall conduct its business in accordance with the terms of its
certificate or articles of incorporation, bylaws and organizational documents.




     (c) Financial Statements; Accountants’ Reports; Other Information. The Servicer,
AmeriCredit, the Seller and the Custodian shall keep or cause to be kept in reasonable detail
books and records of account of their assets and business, including, but not limited to,
books and records relating to the Transaction. The Servicer and the Seller shall furnish or
cause to be furnished to the Insurer:




     (i) Annual Financial Statements. As soon as available, and in any event within
120 days after the close of each fiscal year of AmeriCredit Corp., the audited
consolidated balance sheets of AmeriCredit Corp., and its subsidiaries as of the end
of such fiscal year and the related audited consolidated statements of income,
changes in shareholders’ equity and cash flows for such fiscal year, all in
reasonable detail and stating in comparative form the respective figures for the
corresponding date and period in the preceding fiscal year, prepared in accordance
with generally accepted accounting principles, consistently applied, and accompanied
by the audit opinion of AmeriCredit Corp.’s independent accountants (which shall be
nationally recognized independent public accounting firms) and by the certificate
specified in Section 2.02(e) hereof.




     (ii) Quarterly Financial Statements. As soon as available, and in any event
within 90 days after each of the first three fiscal quarters of each fiscal year of
AmeriCredit Corp., the unaudited consolidated balance sheets of AmeriCredit Corp.
and its subsidiaries as of the end of such fiscal quarter and the related



10









 







unaudited consolidated statements of income, changes in shareholders’ equity
and cash flows for such fiscal quarter, all in reasonable detail and stating in
comparative form the respective figures for the corresponding date and period in the
preceding fiscal year, prepared in accordance with generally accepted accounting
principles consistently applied and accompanied by the certificate specified in
Section 2.02(e) hereof.




     (iii) Initial and Continuing Reports. On or before the Closing Date, the
Servicer will provide the Insurer a copy of the magnetic tape to be delivered to the
Trustee, the Trust Collateral Agent and the Backup Servicer on the Closing Date,
setting forth, as to each Receivable, the information (as of the close of business
on the prior day) required under the definition of “Schedule of Receivables” at
Section 1.1 of the Sale and Servicing Agreement. Thereafter, the Servicer shall
deliver to the Insurer the reports required by Section 4.9 of the Sale and Servicing
Agreement pursuant to the terms of Section 4.9 of the Sale and Servicing Agreement.




     (iv) Computer Diskette. Upon request of the Insurer, the Servicer will deliver
to the Insurer on a quarterly basis a computer diskette containing a summary of the
information provided to the Insurer pursuant to clause (iii) of this Section 2.02(c)
and also containing information similar to the information provided in the Schedule
of Receivables and any supplements delivered to the Trust Collateral Agent and the
Backup Servicer pursuant to the Sale and Servicing Agreement and described in
Schedule A of the Sale and Servicing Agreement.




     (v) Certain Information. Upon the reasonable request of the Insurer, the
Servicer and the Seller shall promptly provide copies of any requested proxy
statements, financial statements, reports and registration statements which the
Servicer or the Seller files with, or delivers to, the Commission or any national
securities exchange.




     (vi) Other Information. Promptly upon receipt thereof, copies of all
schedules, financial statements or other similar reports delivered to or by the
Servicer, the Seller or the Custodian pursuant to the terms of the Transaction
Documents and, promptly upon request, such other data as the Insurer may reasonably
request.




     All financial statements specified in clause (i) of this Section 2.02(c) shall be
furnished in consolidated form for AmeriCredit Corp. and all its subsidiaries in the event
AmeriCredit Corp. shall consolidate its financial statements with its subsidiaries.




     The Insurer agrees that it and its agents, accountants and attorneys shall keep
confidential all financial statements, reports and other information delivered by the
Servicer pursuant to this Section 2.02(c) to the extent provided in Section 2.02(f) hereof.



11









 






     (d) Monthly Compliance Certificate. The Servicer shall deliver to the Insurer, on the
25th day of each month and if such day is not a Business Day then on the next Business Day a
certificate signed by an officer of AmeriCredit:




     (i) stating the most recent Tangible Net Worth for AmeriCredit Corp.;




     (ii) stating the amount of committed and in good standing warehouse facilities
maintained by AmeriCredit;




     (iii) listing each of the Insurance Agreement Events of Default and indicating
whether or not each Insurance Agreement Event of Default has occurred;




     (iv) stating the three month rolling average recovery rate used in calculating
the Minimum Sale Price with respect to Sold Receivables for the prior month and
stating the Minimum Sale Price with respect to all Sold Receivables sold during the
prior month; and




     (v) identifying (A) the aggregate principal balance of all Receivables
purchased by the Servicer or by the Seller on the related Accounting Date, (B) the
aggregate principal balance of all Receivables which became Liquidated Receivables
during the related Collection Period or (C) the aggregate principal balance of all
Receivables which were paid in full during the related Collection Period.




     (e) Compliance Certificate. AmeriCredit, the Servicer and the Seller shall deliver to
the Insurer, concurrently with the delivery of the financial statements required pursuant to
Section 2.02(c)(i) and (ii) hereof, one or more certificates signed by an officer of
AmeriCredit, an officer of the Servicer and an officer of the applicable Seller authorized to
execute such certificates on behalf of AmeriCredit, the Servicer and the Seller stating that:




     (i) a review of the Servicer’s performance under the Transaction Documents
during such period has been made under such officer’s supervision;




     (ii) to the best of such individual’s knowledge following reasonable inquiry,
no Default or Insurance Agreement Event of Default has occurred or, if a Default or
Insurance Agreement Event of Default has occurred, specifying the nature thereof
and, if the Servicer has a right to cure pursuant to Section 9.1 of the Sale and
Servicing Agreement, stating in reasonable detail (including, if applicable, any
supporting calculations) the steps, if any, being taken by the Servicer to cure such
Default or Insurance Agreement Event of Default or to otherwise comply with the
terms of the agreement to which such Default or Insurance Agreement Event of Default
relates; and




     (iii) the attached financial statements submitted in accordance with Section
2.02(c)(i) or (ii) hereof, as the case may be, are complete and correct in all



12









 







material respects and present fairly the financial condition and results of
operations of AmeriCredit, the Seller and the Servicer as of the dates and for the
periods indicated, in accordance with generally accepted accounting principles
consistently applied.




     (f) Access to Records; Discussions With Officers and Accountants. On an annual basis,
or upon the occurrence of a Material Adverse Change, a Default or an Insurance Agreement
Event of Default AmeriCredit, the Servicer and the Seller shall, upon the reasonable request
of the Insurer, permit the Insurer or its authorized agents and the Backup Servicer:




     (i) to inspect the books and records of AmeriCredit, the Servicer and the
Seller as they may relate to the Obligations, the obligations of AmeriCredit, the
Servicer, or the obligations of the Seller under the Transaction Documents, and the
Transaction;




     (ii) to discuss the affairs, finances and accounts of AmeriCredit, the Servicer
or the Seller with the chief operating officer and the chief financial officer of
the Servicer, the Seller or of the Custodian, as the case may be; and




     (iii) with AmeriCredit’s, the Servicer’s or the Seller’s consent, as
applicable, which consent shall not be unreasonably withheld, to discuss the
affairs, finances and accounts of AmeriCredit, the Servicer or the Seller with
AmeriCredit’s, the Servicer’s or the Seller’s independent accountants, provided that
an officer of AmeriCredit, the Servicer or the Seller shall have the right to be
present during such discussions.




     Such inspections and discussions shall be conducted during normal business hours and
shall not unreasonably disrupt the business of AmeriCredit, the Servicer or the Seller. The
books and records of AmeriCredit shall be maintained at the address of AmeriCredit
designated herein for receipt of notices, unless AmeriCredit shall otherwise advise the
parties hereto in writing. The books and records of the Seller shall be maintained at the
address of the Seller designated herein for receipt of notices, unless the Seller shall
otherwise advise the parties hereto in writing. The books and records of the Servicer shall
be maintained at the address of the Servicer designated herein for receipt of notices,
unless the Servicer shall otherwise advise the parties hereto in writing. The books and
records of the Custodian shall be maintained at the address of the Custodian designated
herein for receipt of notices, unless the Custodian shall otherwise advise the parties
hereto in writing.




     The Insurer agrees that it and its shareholders, directors, agents, accountants and
attorneys shall keep confidential any matter of which it becomes aware through such
inspections or discussions (unless readily available from public sources), except as may be
otherwise required by regulation, law or court order or requested by appropriate
governmental authorities or as necessary to preserve its rights or security under or to
enforce the Transaction Documents, provided that the foregoing shall not limit the right



13









 







of the Insurer to make such information available to its regulators, securities rating
agencies, reinsurers, credit and liquidity providers, counsel and accountants.




     (g) Notice of Material Events. AmeriCredit, the Servicer, the Seller and the Custodian
shall be obligated (which obligation shall be satisfied as to each if performed by
AmeriCredit, the Servicer, the Seller or the Custodian) promptly to inform the Insurer in
writing of the occurrence of any of the following to the extent any of the following relate
to it:




     (i) the submission of any claim or the initiation or threat of any legal
process, litigation or administrative or judicial investigation or rule making or
disciplinary proceeding in any federal, state or local court or before any
arbitration board, or any such proceeding threatened by any government agency, that
has a reasonable likelihood of being adversely determined and (A) if so determined,
could have a material adverse effect on the Servicer, the Seller, the Custodian, the
Owners or the Insurer, (B) would be required to be disclosed to the Commission or to
the AmeriCredit’s, Servicer’s, the Seller’s or the Custodian’s shareholders or (C)
would result in a Material Adverse Change with respect to AmeriCredit, the Servicer,
the Seller or the Custodian;




     (ii) any change in the location of the Servicer’s, the Seller’s or the
Custodian’s principal office or any change in the location of Servicer’s, the
Seller’s or the Custodian’s books and records;




     (iii) the occurrence of any Default or Insurance Agreement Event of Default or
of any Material Adverse Change;




     (iv) the commencement of any proceedings by or against AmeriCredit, the
Servicer, the Seller or the Custodian under any applicable bankruptcy,
reorganization, liquidation, rehabilitation, insolvency or other similar law now or
hereafter in effect or of any proceeding in which a receiver, liquidator,
conservator, trustee or similar official shall have been, or may be, appointed or
requested for AmeriCredit, the Servicer, the Seller or the Custodian or any of its
or their assets; or




     (v) the receipt of notice that (A) AmeriCredit, the Servicer, the Seller or the
Custodian is being placed under regulatory supervision, (B) any license, permit,
charter, registration or approval necessary for the conduct of AmeriCredit’s,
Servicer’s, the Seller’s or the Custodian’s business is to be or may be suspended or
revoked, or (C) AmeriCredit, the Servicer, the Seller or the Custodian is to cease
and desist any practice, procedure or policy employed by AmeriCredit, the Servicer,
the Seller or the Custodian in the conduct of its business, which, in any such case,
may result in a Material Adverse Change with respect to AmeriCredit, Servicer, the
Seller or the Custodian or would have a material adverse effect on the Owners or the
Insurer.



14









 






     (h) Financing Statements and Further Assurances. The Servicer will cause to be filed
all necessary financing statements or other instruments, and any amendments or continuation
statements relating thereto, necessary to be kept and filed in such manner and in such places
as may be required by law to preserve and protect fully the interest of the Trust Collateral
Agent in the Collateral. In addition, each of the Servicer, the Seller and the Custodian
agrees to cooperate with S&P and Moody’s in connection with any review of the Transaction
that may be undertaken by S&P or Moody’s after the date hereof and to provide all information
reasonably requested by S&P or Moody’s. In the event that a successor servicer is appointed
pursuant to the Sale and Servicing Agreement, the transition costs and expenses incurred by
such successor servicer shall be paid in accordance with Section 5.7 of the Sale and
Servicing Agreement.




     (i) Maintenance of Licenses. AmeriCredit, the Servicer, the Seller and the Custodian,
respectively, or any successors thereof shall maintain or cause to be maintained all
licenses, permits, charters and registrations which are material to the conduct of its
business.




     (j) Redemption of Obligations. AmeriCredit, the Servicer, the Seller and the Custodian
shall instruct the Trustee, upon redemption or payment in full of the Obligations pursuant to
the Indenture or otherwise, to furnish to the Insurer a notice of such redemption and, upon a
redemption or payment in full of the Obligations, to surrender the Note Policy to the Insurer
for cancellation.




     (k) Disclosure Document. Each Offering Document delivered with respect to the
Obligations shall clearly disclose that the Note Policy is not covered by the
property/casualty insurance security fund specified in Article 76 of the New York Insurance
Law.




     (l) Servicing of Receivables. The Servicer shall perform such actions with respect to
the Receivables as are required by or provided in the Sale and Servicing Agreement. The
Servicer will provide the Insurer with written notice of any change or amendment to any
Transaction Document as currently in effect.




     (m) Maintenance of Security Interest. On or before each April 30, beginning in 2008, so
long as any of the Obligations are outstanding, the Servicer shall furnish to the Insurer and
the Trust Collateral Agent an officers’ certificate either stating that such action has been
taken with respect to the recording, filing, rerecording and refiling of any financing
statements and continuation statements as is necessary to maintain the interest of the Trust
Collateral Agent created by the Indenture with respect to the Collateral and reciting the
details of such action or stating that no such action is necessary to maintain such
interests. Such officers’ certificate shall also describe the recording, filing, rerecording
and refiling of any financing statements and continuation statements that will be required to
maintain the interest of the Trust Collateral Agent in the Collateral until the date such
next officers’ certificate is due. The Servicer will use its best efforts to cause any
necessary recordings or filings to be made with respect to the Collateral.



15









 






     (n) Closing Documents. The Servicer shall provide or cause to be provided to the
Insurer a loose transcript of the Transaction Documents and the Offering Document and an
executed original copy of each document executed in connection with the Transaction within 60
days after the date of closing. Upon the request of the Insurer, the Servicer shall provide
or cause to be provided to the Insurer a copy of each of the Transaction Documents on
computer diskette, in a format acceptable to the Insurer.




     (o) Preference Payments. With respect to any Preference Amount (as defined in the Note
Policy), the Servicer shall provide to the Insurer upon the request of the Insurer:




     (i) a certified copy of the final nonappealable order of a court having
competent jurisdiction ordering the recovery by a trustee in bankruptcy as voidable
preference amounts included in previous distributions under Section 5.7 of the Sale
and Servicing Agreement to any Owner pursuant to the United States Bankruptcy Code,
11 U.S.C. §§ 101 et seq., as amended (the “Bankruptcy Code”);




     (ii) an opinion of counsel satisfactory to the Insurer, and upon which the
Insurer shall be entitled to rely, stating that such order is final and is not
subject to appeal;




     (iii) an assignment in such form as is reasonably required by the Insurer,
irrevocably assigning to the Insurer all rights and claims of the Servicer, the
Trustee and any Owner relating to or arising under the Receivable against the debtor
which made such preference payment or otherwise with respect to such preference
amount; and




     (iv) appropriate instruments to effect (when executed by the affected party)
the appointment of the Insurer as agent for the Trustee and any Owner in any legal
proceeding relating to such preference payment being in a form satisfactory to the
Insurer.




     (p) Replacement Servicer. If servicing is transferred from the Servicer to a
replacement Servicer pursuant to Article IX of the Sale and Servicing Agreement, then in the
event that the fees and expenses of a replacement servicer or any transition costs relating
to the transfer of servicing from the Servicer to the replacement servicer exceed the amounts
payable to such Servicer under the Sale and Servicing Agreement, AmeriCredit shall promptly
pay such fees, expenses or transition costs.



     Section 2.03. Negative Covenants of AmeriCredit, the Servicer, the Seller and the Custodian.
AmeriCredit, the Servicer, the Seller and the Custodian hereby agree that during the Term of the
Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing:




     (a) Impairment of Rights. None of AmeriCredit, the Servicer, the Seller and the
Custodian shall take any action, or fail to take any action, if such action or failure to
take action may result in a material adverse change as described in clause (b) of the



16









 







definition of Material Adverse Change with respect to AmeriCredit, the Servicer, the
Seller or the Custodian, or may interfere with the enforcement of any rights of the Insurer
under or with respect to the Transaction Documents. AmeriCredit, the Servicer, the Seller or
the Custodian shall give the Insurer written notice of any such action or failure to act on
the earlier of (i) the date upon which any publicly available filing or release is made with
respect to such action or failure to act or (ii) promptly prior to the date of consummation
of such action or failure to act. AmeriCredit, the Servicer, the Seller and the Custodian
shall furnish to the Insurer all information requested by it that is reasonably necessary to
determine compliance with this Section (a).




     (b) Adverse Selection Procedure. AmeriCredit, the Servicer, the Seller and the
Custodian shall not use any adverse selection procedure in selecting Receivables to be
transferred to the Trust Collateral Agent from the outstanding Receivables that qualify under
the Indenture or the Sale and Servicing Agreement for inclusion in the Collateral.




     (c) Waiver, Amendments, Etc. None of AmeriCredit, the Servicer, the Seller or the
Custodian shall waive, modify or amend, or consent to any waiver, modification or amendment
of, any of the terms, provisions or conditions of any of the Transaction Documents without
the prior written consent of the Insurer.




     (d) Receivables; Charge off Policy. Except as otherwise permitted in the Indenture or
Sale and Servicing Agreement, the Servicer and the Seller shall not materially alter or amend
any Receivable, their respective collection policies or their respective charge-off policies
in a manner that materially adversely affects the Insurer unless the Insurer shall have
previously given its consent, which consent shall not be withheld unreasonably.



     Section 2.04. Representations and Warranties of the Issuer. As of the Date of Issuance, the
Issuer represents, warrants and covenants as follows:




     (a) Due Organization and Qualification. The Issuer is a statutory trust and is duly
organized and validly existing under the laws of its jurisdiction of organization. The
Issuer is duly qualified to do business and has obtained all licenses, permits, charters,
registrations and approvals (together, “approvals”) necessary for the conduct of its business
as currently conducted and as described in the Offering Document and the performance of its
obligations under the Transaction Documents to which it is a party, in each jurisdiction in
which the failure to be so qualified or to obtain such approvals would render any Transaction
Document to which it is a party unenforceable in any respect or would have a material adverse
effect upon the Transaction, the Owner or the Insurer.




     (b) Power and Authority. The Issuer has all necessary power and authority to conduct
its business as currently conducted and, as described in the Offering Document, to execute,
deliver and perform its obligations under the Transaction Documents to which it is a party
and to consummate the Transaction.




     (c) Due Authorization. The execution, delivery and performance of the Transaction
Documents by the Issuer have been duly authorized by all necessary action



17









 







and do not require
any additional approvals or consents, or other action by or any notice to or filing with any
Person, including, without limitation, any governmental entity or the Issuer’s
certificateholders, which have not previously been obtained or given by the Issuer.




     (d) Noncontravention. Neither the execution and delivery of the Transaction Documents
by the Issuer, the consummation of the Transaction contemplated thereby or by the Offering
Document nor the satisfaction of the terms and conditions of the Transaction Documents:




     (i) conflicts with or results in any breach or violation of any provision of
the Trust Agreement or any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award currently in effect having applicability to the
Issuer or any of its material properties, including regulations issued by an
administrative agency or other governmental authority having supervisory powers over
the Issuer;




     (ii) constitutes a default by the Issuer under or a breach of any provision of
any loan agreement, mortgage, indenture or other agreement or instrument to which
the Issuer is a party or by which any of its properties, which are individually or
in the aggregate material to the Issuer, is or may be bound or affected; or




     (iii) results in or requires the creation of any lien upon or in respect of any
assets of the Issuer except as contemplated by the Transaction Documents.




     (e) Legal Proceedings. There is no action, proceeding or investigation by or before any
court, governmental or administrative agency or arbitrator against or affecting the Issuer or
any properties or rights of the Issuer pending or, to the Issuer’s knowledge after reasonable
inquiry, threatened, which, in any case, could reasonably be expected to result in a Material
Adverse Change with respect to the Issuer.




     (f) Valid and Binding Obligations. The Obligations, when executed, authenticated and
issued in accordance with the Indenture and the Transaction Documents (other than the
Obligations), when executed and delivered by the Issuer, will constitute the legal, valid and
binding obligations of the Issuer enforceable in accordance with their respective terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and general equitable
principles and public policy considerations as to rights of indemnification for violations of
federal securities laws. The Issuer will not at any time in the future deny that the
Transaction Documents constitute the legal, valid and binding obligations of the Issuer.




     (g) Compliance With Law, Etc. No practice, procedure or policy employed, or proposed to
be employed, by the Issuer in the conduct of its business violates any law,
regulation, judgment, agreement, order or decree applicable to it that, if enforced,
could reasonably be expected to result in a Material Adverse Change with respect to the
Issuer.



18









 







The Issuer is not in breach of or default under any applicable law or administrative
regulation of its jurisdiction of organization, or any department, division, agency or
instrumentality thereof or of the United States or any applicable judgment or decree or any
loan agreement, note, resolution, certificate, agreement or other instrument to which the
Issuer is a party or is otherwise subject which, if enforced, would have a material adverse
effect on the ability of the Issuer, to perform its obligations under the Transaction
Documents.




     (h) Compliance With Securities Laws. The offer and sale of the Obligations comply in
all material respects with all requirements of law, including all registration requirements
of applicable securities laws. Without limitation of the foregoing, the Offering Document
does not contain any untrue statement of a material fact and does not omit to state a
material fact necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading; provided, however, that no representation is made
with respect to the information in the Offering Document set forth under the heading “THE
POLICY” and “THE INSURER” or the consolidated financial statements of the Insurer
incorporated by reference in the Offering Document. Neither the offer nor the sale of the
Obligations has been or will be in violation of the Securities Act or any other federal or
state securities laws.




     (i) Taxes. The Issuer has filed prior to the date hereof all federal and state tax
returns that are required to be filed and paid all taxes, including any assessments received
by them that are not being contested in good faith, to the extent that such taxes have become
due, except for any failures to file or pay that, individually or in the aggregate, would not
result in a Material Adverse Change with respect to the Issuer.




     (j) Transaction Documents. Each of the representations and warranties of the Issuer
contained in the Transaction Documents is true and correct in all material respects, and the
Issuer hereby makes each such representation and warranty to, and for the benefit of, the
Insurer as if the same were set forth in full herein; provided that the remedy for any breach
of this paragraph shall be limited to the remedies specified in the related Transaction
Document or in this Insurance Agreement.




     (k) Solvency. The Issuer is solvent and will not be rendered insolvent by the
Transaction and, after giving effect to the Transaction, the Issuer will not be left with an
unreasonably small amount of capital with which to engage in its respective business, nor
does the Issuer intend to incur, or believe that it has incurred, debts beyond its ability to
pay as they mature. The Issuer does not contemplate the commencement of insolvency,
bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver,
liquidator, conservator, trustee or similar official in respect of the Issuer or any of its
assets.




     (l) Principal Place of Business. The principal place of business of the Issuer is
located in Wilmington, Delaware and the Issuer is a statutory trust organized under the laws
of the State of Delaware. “AmeriCredit Automobile Receivables Trust 2007-C-M” is
the correct legal name of the Issuer indicated on the public records of the Issuer’s
jurisdiction of organization which shows the Issuer to be organized.



19









 






     (m) Investment Company Act. The Issuer is not an “investment company,” or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company,” as such terms are defined in the Investment Company Act. The Issuer is not required
to be registered as an “investment company” under the Investment Company Act.




     (n) No Consents. No authorization or approval or other action by, and no notice to or
filing with, any Person, including, without limitation, any governmental entity or regulatory
body, is required for the due execution, delivery and performance by the Issuer of the
Transaction Documents or any other material document or instrument to be delivered
thereunder, except (in each case) such as have been obtained or the failure of which to be
obtained would not be reasonably likely to have a material adverse effect on the Transaction.




     (o) No Material Event of Default. There is no material event of default on the part of
the Issuer under any agreement involving financial obligations which would materially
adversely impact the financial condition or operations of the Issuer or its obligations under
any document associated with this Transaction.




     (p) Opinion Facts and Assumptions. The opinion Facts and Assumptions insofar as they
relate to the Issuer are true and correct as of the Date of Issuance.



     Section 2.05. Affirmative Covenants of the Issuer. The Issuer hereby agrees that during the
Term of the Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing:




     (a) Compliance With Agreements and Applicable Laws. The Issuer shall not be in default
under the Transaction Documents and shall comply with all material requirements of any law,
rule or regulation applicable to it. The Issuer shall not agree to any material amendment to
or modification of the terms of any Transaction Documents unless the Insurer shall have given
its prior written consent.




     (b) Maintain Existence. The Issuer and its successors and assigns shall maintain its
existence and shall at all times continue to be duly organized under the laws of its
jurisdiction and duly qualified and duly authorized and shall conduct its business in
accordance with the terms of its organizational documents.




     (c) Notice of Material Events. The Issuer shall be obligated promptly to inform the
Insurer in writing of the occurrence of any of the following to the extent any of the
following relate to it and to the extent that it receives actual notice of the occurrence of
any of the following events:




     (i) the submission of any claim or the initiation or threat of any legal
process, litigation or administrative or judicial investigation, or rule making or
disciplinary proceeding by or against the Issuer that (A) could be required to be
disclosed to the Commission or to the Issuer’s owners or (B) could result in a
Material Adverse Change with respect to the Issuer or the promulgation of any
proceeding or any proposed or final rule which would result in a Material Adverse
Change with respect to the Issuer;



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     (ii) any change in the location of the Issuer’s principal office, jurisdiction
of organization, legal name as indicated on the public records of the Issuer’s
jurisdiction of organization which shows the Issuer’s to be organized, or any change
in the location of the Issuer’s books and records;




     (iii) the occurrence of any Default or Insurance Agreement Event of Default or
of any Material Adverse Change;




     (iv) the commencement of any proceedings by or against the Issuer under any
applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or
other similar law now or hereafter in effect or of any proceeding in which a
receiver, liquidator, conservator, trustee or similar official shall have been, or
may be, appointed or requested for the Issuer or any of its assets; or




     (v) the receipt of notice that (A) the Issuer is being placed under regulatory
supervision, (B) any license, permit, charter, registration or approval necessary
for the conduct of the Issuer’s business is to be, or may be suspended or revoked,
or (C) the Issuer is to cease and desist any practice, procedure or policy employed
by the Issuer in the conduct of its business, and such cessation may result in a
Material Adverse Change with respect to the Issuer.




     (d) Financing Statements and Further Assurances. To the extent provided in the
Indenture, the Issuer will cause to be filed all necessary financing statements or other
instruments, and any amendments or continuation statements relating thereto, necessary to be
kept and filed in such manner and in such places as may be required by law to preserve and
protect fully the interest of the Trustee. The Issuer shall, upon the request of the
Insurer, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, within 30 days of such request, such amendments hereto and such
further instruments and take such further action as may be reasonably necessary to effectuate
the intention, performance and provisions of the Transaction Documents to which it is a
party. In addition, the Issuer agrees to cooperate with S&P and Moody’s in connection with
any review of the Transaction that may be undertaken by S&P and Moody’s after the date
hereof.




     (e) Maintenance of Licenses. The Issuer, or any successors thereof, shall maintain all
licenses, permits, charters and registrations which are material to the conduct of its
business.




     (f) Third-Party Beneficiary. The Issuer agrees that the Insurer shall have all rights
of a third-party beneficiary in respect of each Transaction Document and hereby incorporates
and restates its representations, warranties and covenants as set forth therein for the
benefit of the Insurer.




     (g) Tax Matters. The Issuer will take all actions necessary to ensure that the Issuer
is treated as a disregarded entity for federal income tax purposes and not as an association
(or publicly traded partnership), taxable as a corporation.



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     (h) Financial Statements; Accountants’ Reports; Other Information. The Issuer shall
keep or cause to be kept in reasonable detail books and records of account of its assets and
business, including, but not limited to, books and records relating to the Transaction. The
Issuer shall furnish or cause to be furnished to the Insurer promptly upon receipt thereof,
copies of all schedules, financial statements or other similar reports delivered to or by the
Issuer pursuant to the terms of the Transaction Documents and, promptly upon request, such
other data as the Insurer may reasonably request.




     (i) Access to Records; Discussions With Officers and Accountants. On an annual basis,
or upon the occurrence of a Material Adverse Change, the Issuer shall, upon the reasonable
request of the Insurer, at its expense, permit the Insurer or its authorized agents:




     (i) to inspect the books and records of the Issuer as they may relate to the
Obligations, the obligations of the Issuer under the Transaction Documents, and the
Transaction;




     (ii) to discuss the affairs, finances and accounts of the Issuer; and




     (iii) with the Issuer’s consent, as the case may be, which consent shall not be
unreasonably withheld, to discuss the affairs, finances and accounts of the Issuer
with the Issuer’s independent accountants, provided that a representative of the
Seller or the Issuer shall have the right to be present during such discussions.




     Such inspections and discussions shall be conducted during normal business hours and
shall not unreasonably disrupt the business of the Issuer. The books and records of the
Issuer will be maintained at the address of the Issuer designated herein for receipt of
notices, unless the Issuer shall otherwise advise the parties hereto in writing.




     The Insurer agrees that it and its shareholders, directors, agents, accountants and
attorneys shall keep confidential any matter of which it becomes aware through such
inspections or discussions (unless readily available from public sources), except as may be
otherwise required by regulation, law or court order or requested by appropriate
governmental authorities or as necessary to preserve its rights or security under or to
enforce the Transaction Documents, provided that the foregoing shall not limit the right of
the Insurer to make such information available to its regulators, securities rating
agencies, reinsurers, credit and liquidity providers, counsel and accountants.



     Section 2.06. Negative Covenants of the Issuer. The Issuer hereby agrees that during the Term
of the Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing:




     (a) Impairment of Rights. The Issuer shall not take any action, or fail to take any
action, if such action or failure to take action may result in a material adverse change
as described in clause (b) of the definition of Material Adverse Change with respect to
the Issuer, or may interfere with the enforcement of any rights of the Insurer under or with
respect to the Transaction Documents. The Issuer shall give the Insurer written notice of
any such action or failure to act on the earlier of: (i) the date upon which any publicly



22









 







available filing or release is made with respect to such action or failure to act or (ii)
promptly prior to the date of consummation of such action or failure to act. The Issuer
shall furnish to the Insurer all information requested by it that is reasonably necessary to
determine compliance with this paragraph.




     (b) Waiver, Amendments, Etc. Except in accordance with the Transaction Documents, the
Issuer shall not waive, modify or amend, or consent to any waiver, modification or amendment
of, any of the material terms, provisions or conditions of the Transaction Documents without
the consent of the Insurer. Except upon the prior written consent of the Insurer, the Issuer
shall not allow the modification or amendment, nor consent to any modification or amendment
of the Certificate of Trust issued pursuant to the Trust Agreement.




     (c) Restrictions on Liens. The Issuer shall not, except as contemplated by the
Transaction Documents, (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 or (ii) sign or file under the Uniform Commercial Code of
any jurisdiction any financing statement which names the Issuer as a debtor, or sign any
security agreement authorizing any secured party thereunder to file such financing statement,
with respect to the Receivables.




     (d) Successors. The Issuer shall not remove or replace, or cause to be removed or
replaced, the Servicer, the Trustee, the Trust Collateral Agent, the Collateral Agent or the
Owner Trustee without the prior written consent of the Insurer.




     (e) Subsidiaries. The Issuer shall not form, or cause to be formed, any subsidiaries.




     (f) No Mergers. The Issuer shall not consolidate with or merge into any Person or
transfer all or any material amount of its assets to any Person, liquidate or dissolve except
as permitted by the Trust Agreement and as contemplated by the Transaction Documents.




     (g) Other Activities. The Issuer shall not (i) sell, pledge, transfer, exchange or
otherwise dispose of any of its assets except as permitted under the Transaction Documents;
or (ii) engage in any business or activity except as contemplated by the Transaction
Documents and as permitted by the Trust Agreement.




     (h) Trust Agreement. The Issuer shall not amend the Trust Agreement without the prior
written consent of the Insurer.



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     Section 2.07. Representations, Warranties and Covenants of the Trustee, the Trust Collateral
Agent, the Collateral Agent and the Backup Servicer. The Trustee, the
Trust Collateral Agent, the Collateral Agent and the Backup Servicer represents and warrants
to, as of the Date of Issuance, and covenants with the other parties hereto as follows:




     (a) Due Organization and Qualification. Each of the Trustee, the Trust Collateral
Agent, the Collateral Agent and the Backup Servicer is a national banking association, duly
organized, validly existing and in good standing under the laws of its jurisdiction of
incorporation. Each of the Trustee, the Trust Collateral Agent, the Collateral Agent and the
Backup Servicer is duly qualified to do business, is in good standing and has obtained all
licenses, permits, charters, registrations and approvals (together, “approvals”) necessary
for the conduct of its business as currently conducted and as described in the Offering
Document and the performance of its obligations under the Transaction Documents in each
jurisdiction in which the failure to be so qualified or to obtain such approvals would render
any Transaction Document unenforceable in any respect or would have a material adverse effect
upon the Transaction, the Owners or the Insurer.




     (b) Due Authorization. The execution, delivery and performance of the Transaction
Documents by the Trustee, the Trust Collateral Agent, the Collateral Agent and the Backup
Servicer have been duly authorized by all necessary corporate action and do not require any
additional approvals or consents of, or other action by or any notice to or filing with, any
Person, including, without limitation, any governmental entity or the Trustee, the Trust
Collateral Agent, the Collateral Agent and the Backup Servicer’s stockholders, which have not
previously been obtained or given by the Trustee and the Backup Servicer.




     (c) Noncontravention. To the best of its knowledge, none of the execution and delivery
of the Transaction Documents by the Trustee, the Trust Collateral Agent, the Collateral Agent
or the Backup Servicer, the consummation of the transactions contemplated thereby or the
satisfaction of the terms and conditions of the Transaction Documents:




     (i) conflicts with or results in any breach or violation of any provision of
the certificate or articles of incorporation or bylaws of the Trustee, the Trust
Collateral Agent, the Collateral Agent or the Backup Servicer or any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
currently in effect having applicability to the Trustee, the Trust Collateral Agent,
the Collateral Agent or the Backup Servicer or any of its material properties,
including regulations issued by an administrative agency or other governmental
authority having supervisory powers over the Trustee, the Trust Collateral Agent,
the Collateral Agent or the Backup Servicer;




     (ii) constitutes a default by the Trustee, the Trust Collateral Agent, the
Collateral Agent or the Backup Servicer under or a breach of any provision of any
loan agreement, mortgage, indenture or other agreement or instrument to which the
Trustee, the Trust Collateral Agent, the Collateral Agent or the Backup



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Servicer is
a party or by which any of its properties, which are individually or in
the aggregate material to the Trustee, the Trust Collateral Agent, the
Collateral Agent or the Backup Servicer, is or may be bound or affected; or




     (iii) results in or requires the creation of any lien upon or in respect of any
assets of the Trustee, the Trust Collateral Agent, the Collateral Agent or the
Backup Servicer, except as contemplated by the Transaction Documents.




     (d) Legal Proceedings. To the best of its knowledge, there is no action, proceeding or
investigation by or before any court, governmental or administrative agency or arbitrator
against or affecting the Trustee, the Trust Collateral Agent, the Collateral Agent or the
Backup Servicer or any of its subsidiaries, or any properties or rights of the Trustee, the
Trust Collateral Agent, the Collateral Agent or the Backup Servicer or any of their
respective subsidiaries, pending or, to the Trustee’s, the Trust Collateral Agent’s, the
Collateral Agent’s or the Backup Servicer’s knowledge after reasonable inquiry, threatened,
which in any case could reasonably be expected to result in a Material Adverse Change with
respect to the Trustee, the Trust Collateral Agent, the Collateral Agent or the Backup
Servicer.




     (e) Valid and Binding Obligations and Agreements. Transaction Documents (other than the
Obligations), to which the Trustee, the Trust Collateral Agent, the Collateral Agent and the
Backup Servicer are parties, when executed and delivered by the Trustee, the Trust Collateral
Agent, the Collateral Agent and the Backup Servicer, will constitute the legal, valid and
binding obligations of the Trustee, the Trust Collateral Agent, the Collateral Agent, and the
Backup Servicer, as applicable, enforceable in accordance with their respective terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights generally and general equitable principles.
None of the Trustee, the Trust Collateral Agent, the Collateral Agent nor the Backup Servicer
will at any time in the future deny that the Transaction Documents constitute the legal,
valid and binding obligations of the Trustee, the Trust Collateral Agent, the Collateral
Agent and the Backup Servicer, as applicable.




     (f) Compliance With Law, Etc. To the best of its knowledge, no practice, procedure or
policy employed, or proposed to be employed, by the Trustee, the Trust Collateral Agent, the
Collateral Agent or the Backup Servicer in the conduct of its business violates any law,
regulation, judgment, agreement, order or decree applicable to the Trustee, the Trust
Collateral Agent, the Collateral Agent or the Backup Servicer that, if enforced, could
reasonably be expected to result in a Material Adverse Change with respect to the Trustee,
the Trust Collateral Agent, the Collateral Agent or the Backup Servicer. None of the
Trustee, the Trust Collateral Agent, the Collateral Agent nor the Backup Servicer are in
breach of or in default under any applicable law or administrative regulation of its
jurisdiction of organization, or any department, division, agency or instrumentality thereof
or of the United States or any applicable judgment or decree or any loan agreement, note,
resolution, certificate, agreement or other instrument to which the Trustee, the Trust
Collateral Agent, the Collateral Agent and the Backup Servicer is a party or is otherwise
subject which, if enforced, would have a material adverse effect on



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the ability of the Trustee, the Trust Collateral Agent, the Collateral Agent and the
Backup Servicer to perform its obligations under the Transaction Documents.




     (g) Transaction Documents. Each of the representations and warranties of the Trustee,
the Trust Collateral Agent, the Collateral Agent and the Backup Servicer contained in the
Transaction Documents is true and correct in all material respects, and the Trustee, the
Trust Collateral Agent, the Collateral Agent and the Backup Servicer hereby makes each such
representation and warranty to, and for the benefit of, the Insurer as if the same were set
forth in full herein.




     (h) Compliance and Amendments. Each of the Trustee, the Trust Collateral Agent, the
Collateral Agent and the Backup Servicer shall comply in all material respects with the terms
and conditions of the Transaction Documents to which it is a party, and none of the Trustee,
the Trust Collateral Agent, the Collateral Agent nor the Backup Servicer shall agree to any
amendment to or modification of the terms of any of the Transaction Documents to which it is
a party unless the Insurer shall otherwise give its prior written consent.



ARTICLE III




THE POLICIES; REIMBURSEMENT




     Section 3.01. Issuance of the Policies. The Insurer agrees to issue the Policies on the
Closing Date subject to satisfaction of the conditions precedent set forth below:




     (a) Payment of Expenses. AmeriCredit shall have agreed to reimburse or pay directly
other fees and expenses identified in Section 3.02 hereof as payable.




     (b) Transaction Documents. The Insurer shall have received a fully executed copy of the
Premium Letter and a copy of each of the Transaction Documents and the Offering Document, in
form and substance satisfactory to the Insurer, duly authorized, executed and delivered by
each party thereto.




     (c) Certified Documents and Resolutions. The Insurer shall have received a copy of (i)
the certificate or articles of incorporation and bylaws or other organizational documents of
the Servicer, the Seller and the Custodian (ii) the resolutions of the Seller’s board of
directors authorizing the sale of the Receivables and (iii) a certificate of the appropriate
officers of the Servicer, the Custodian and the Seller stating that such certificate or
articles of incorporation, bylaws, resolutions or other organizational documents are in full
force and effect without modification on the Date of Issuance.




     (d) Incumbency Certificate. The Insurer shall have received a certificate of the
Secretary or an Assistant Secretary of the Servicer, the Seller and the Custodian certifying
the names and signatures of the officers of the Servicer, the Seller and the Custodian
authorized to execute and deliver the Transaction Documents and that shareholder consent to
the execution and delivery of such documents is not necessary.



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     (e) Representations and Warranties; Certificate. The representations and warranties of
the Servicer, the Seller and the Custodian set forth or incorporated by reference in this
Insurance Agreement shall be true and correct as of the Date of Issuance as if made on the
Date of Issuance, and the Insurer shall have received a certificate of appropriate officers
of the Servicer, the Seller and the Custodian to that effect.




     (f) Opinions of Counsel.




     (i) In-house counsel to AmeriCredit Corp. shall have issued his favorable
opinion, in form and substance acceptable to the Insurer and its counsel, regarding
the corporate existence and authority of AmeriCredit, the Servicer, the Seller and
the Custodian.




     (ii) The law firm of Dewey Ballantine LLP shall have issued its favorable
opinion, in form and substance acceptable to the Insurer and its counsel, regarding
the enforceability and validity of the Transaction Documents against AmeriCredit,
the Servicer, the Seller and the Custodian.




     (iii) The law firm of Richards, Layton & Finger shall have issued its favorable
opinion, in form and substance acceptable to the Insurer and its counsel, regarding
the business trust existence and authority of the Issuer and the validity and the
enforceability of the Transaction Documents against the Issuer.




     (iv) In-house counsel to Wells Fargo Bank, National Association shall have
issued its favorable opinion, in form and substance acceptable to the Insurer and
its counsel, regarding the corporate existence and authority of the Trustee, the
Trust Collateral Agent, the Collateral Agent and the Backup Servicer and the
validity and the enforceability of the Transaction Documents against the Trustee.




     (v) The law firm of Dewey Ballantine LLP shall have furnished its opinions, in
form and substance acceptable to the Insurer and its counsel, regarding the sale of
the Receivables, certain matters with respect to perfection issues, and the tax
treatment of payments on the Obligations under federal and state tax laws.




     (vi) The Insurer shall have received such other opinions of counsel, in form
and substance acceptable to the Insurer and its counsel, addressing such other
matters as the Insurer may reasonably request. Each opinion of counsel delivered in
connection with the Transaction shall be addressed to and delivered to the Insurer.




     (g) Approvals, Etc. The Insurer shall have received true and correct copies of all
approvals, licenses and consents, if any, including, without limitation, any required
approval of the shareholders of AmeriCredit, the Servicer, the Seller and the Custodian,
required in connection with the Transaction.




     (h) No Litigation, Etc. No suit, action or other proceeding, investigation or
injunction, or final judgment relating thereto, shall be pending or threatened before any



27









 







court or governmental agency in which it is sought to restrain or prohibit or to obtain
damages or other relief in connection with the Transaction Documents or the consummation of
the Transaction.




     (i) Legality. No statute, rule, regulation or order shall have been enacted, entered or
deemed applicable by any government or governmental or administrative agency or court that
would make the transactions contemplated by any of the Transaction Documents illegal or
otherwise prevent the consummation thereof.




     (j) Issuance of Ratings. The Insurer shall have received confirmation that the rating
on the Obligations, without regard to the Policies, from S&P and Moody’s are at a level
satisfactory to the Insurer and that the Obligations, when issued, will be rated “AAA” by S&P
and “Aaa” by Moody’s.




     (k) No Default. No Default or Insurance Agreement Event of Default shall have occurred.




     (l) Additional Items. The Insurer shall have received such other documents,
instruments, approvals or opinions requested by the Insurer or its counsel as may be
reasonably necessary to effect the Transaction, including, but not limited to, evidence
satisfactory to the Insurer and its counsel that the conditions precedent, if any, in the
Transaction Documents have been satisfied.




     (m) Conform to Documents. The Insurer and its counsel shall have determined that all
documents, certificates and opinions to be delivered in connection with the Obligations
conform to the terms of the Transaction Documents.




     (n) Compliance With Premium Letter. All other terms, conditions and requirements of the
Premium Letter shall have been satisfied.




     (o) Satisfaction of Conditions of the Underwriting Agreement. All conditions in the
Underwriting Agreement relating to the Underwriters’ obligation to purchase the Obligations
shall have been satisfied.




     (p) Underwriting Agreement. The Insurer shall have received copies of each of the
documents, and shall be entitled to rely on each of the documents, required to be delivered
to the Underwriters pursuant to the Underwriting Agreement.



     Section 3.02. Payment of Fees and Premium.




     (a) Legal and Accounting Fees. AmeriCredit shall pay or cause to be paid, on the Date
of Issuance, legal fees and disbursements incurred by the Insurer in connection with the
issuance of the Policies and any fees of the Insurer’s auditors, in each case in accordance
with the terms of the Premium Letter. Any fees of the Insurer’s auditors payable in respect
of any amendment or supplement to the Offering Document or any other Offering Document
incurred after the Date of Issuance shall be paid by AmeriCredit on demand.



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     (b) Premium. In consideration of the issuance by the Insurer of the Policies, the
Insurer shall be entitled to receive the Premium as and when due in accordance with the terms
of the Premium Letter (i) in the case of Premium due on or before the Date of Issuance,
directly from AmeriCredit and (ii) in the case of Premium due after the Date of Issuance,
first, from the Issuer pursuant to the Sale and Servicing Agreement, and second, to the
extent the amounts in subclause first are not sufficient, directly from the Servicer. For
purposes of the Sale and Servicing Agreement, the term “Premium Percentage” shall have the
meaning set forth in paragraph 2 of the Premium Letter. The Premium shall be calculated
according to the Premium Letter for the amount due on or before the Date of Issuance, if any,
and paragraph 2 of the Premium Letter for the amount due on each Distribution Date. The
Premium paid hereunder or under the Sale and Servicing Agreement shall be nonrefundable
without regard to whether the Insurer makes any payment under the Policies or any other
circumstances relating to the Obligations or provision being made for payment of the
Obligations prior to maturity. The Servicer, the Issuer, the Trustee and the Trust
Collateral Agent shall make all payments of Premium to be made by them by wire transfer to an
account designated from time to time by the Insurer by written notice to the Servicer, the
Issuer, the Trustee or the Trust Collateral Agent.



     Section 3.03. Reimbursement and Additional Payment Obligation.




     (a) In accordance with the priorities established in Section 5.7 of the Sale and
Servicing Agreement, the Insurer shall be entitled to (i) reimbursement for any payment made
by the Insurer under the Policies, which reimbursement shall be due and payable on the date
that any amount is to be paid pursuant to a Notice (as defined in the Note Policy) or a
Demand for Payment (as defined in the Swap Policy) in an amount equal to the amount to be so
paid and all amounts previously paid that remain unreimbursed, together with interest on any
and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any
unreimbursed amounts representing interest) from the date such amounts became due until paid
in full (after as well as before judgment), at a rate of interest equal to the Late Payment
Rate, (ii) payment or reimbursement of any other amounts owed to the Insurer hereunder
together with interest thereon at a rate equal to the Late Payment Rate, (iii) reimbursement
for any payments made by the Insurer with respect to the fees and expenses of a replacement
servicer or with respect to any transition costs relating to the transfer of servicing from
the Servicer to the replacement servicer together with interest thereon at a rate equal to
the Late Payment Rate, (iv) all costs and expenses of the Insurer in connection with any
action, proceeding or investigation affecting the Issuer, or the Collateral or the rights or
obligations of the Insurer hereunder or under the Policies or the Transaction Documents,
including (without limitation) any judgment or settlement entered into affecting the Insurer
or the Insurer’s interests, together with interest thereon at a rate equal to the Late
Payment Rate and (v) reimbursement for any payments made by the Insurer on behalf of, or
advanced to the Collateral Agent, the Trust Collateral Agent or the Trustee.




     (b) Notwithstanding anything in Section 3.03(a) to the contrary, the Servicer, the
Custodian and the Seller agree to reimburse the Insurer as follows: (i) from the Seller, for
payments made under the Policies arising as a result of the Seller’s failure to



29









 







repurchase any Receivable required to be repurchased pursuant to Section 3.2 of the Sale
and Servicing Agreement, together with interest on any and all amounts remaining unreimbursed
(to the extent permitted by law, if in respect of any unreimbursed amounts representing
interest) from the date such amounts became due until paid in full (after as well as before
judgment), at a rate of interest equal to the Late Payment Rate, and (ii) from AmeriCredit,
for payments made under the Policies, arising as a result of (A) the Servicer’s failure to
deposit into the Collection Account any amount required to be so deposited pursuant to the
Indenture, the Sale and Servicing Agreement or any other Transaction Document, (B) Servicer’s
failure to repurchase any Receivable required to be repurchased pursuant to Section 4.7 of
the Sale and Servicing Agreement or (C) AmeriCredit’s failure to repurchase any Receivable
required to be repurchased pursuant to Section 5.1 of the Purchase Agreement, in each case
together with interest on any and all amounts remaining unreimbursed (to the extent permitted
by law, if in respect to any unreimbursed amounts representing interest) from the date such
amounts became due until paid in full (after, as well as, before judgment), at a rate of
interest equal to the Late Payment Rate.




     (c) AmeriCredit, the Servicer and the Seller agree to pay to the Insurer as follows: any
and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur,
including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection
with (i) any accounts established to facilitate payments under the Policies to the extent the
Insurer has not been immediately reimbursed on the date that any amount is paid by the
Insurer under the Policies, (ii) the enforcement, defense or preservation of any rights in
respect of any of the Transaction Documents, including defending, monitoring or participating
in any litigation or proceeding (including any insolvency or bankruptcy proceeding in
respect of any Transaction participant or any affiliate thereof) relating to any of the
Transaction Documents, any party to any of the Transaction Documents, in its capacity as such
a party, or the Transaction, (iii) any amendment, consent, waiver or other action with
respect to, or related to, any Transaction Document, whether or not executed or completed, or
(iv) preparation of bound volumes of the Transaction documents; costs and expenses shall
include a reasonable allocation of compensation and overhead attributable to the time of
employees of the Insurer spent in connection with the actions described in clause (ii) above,
and the Insurer reserves the right to charge a reasonable fee as a condition to executing any
waiver or consent proposed in respect of any of the Transaction Documents. Such amounts shall
be payable within 60 days of the receipt by AmeriCredit, the Servicer, the Seller or the
Custodian of an invoice therefore.




     (d) AmeriCredit, the Servicer, the Seller and the Custodian agree to pay to the Insurer
as follows: interest on any and all amounts described in subsections (b), (c), (e) and (f) of
this Section 3.03 from the date payable or paid by such party until payment thereof in full,
and interest on any and all amounts described in Section 3.02 hereof from the date due until
payment thereof in full, in each case payable to the Insurer at the Late Payment Rate per
annum.




     (e) AmeriCredit, the Servicer, the Seller, the Backup Servicer, the Custodian and the
Issuer agree to pay to the Insurer as follows: any payments made by the Insurer on behalf of,
or advanced to the Servicer, the Custodian, the Collateral Agent, the Trustee, the



30









 







Trust Collateral Agent, the Backup Servicer, the Seller or the Issuer, respectively,
including, without limitation, any amounts payable by the Servicer, the Seller or the Issuer
or otherwise pursuant to the Obligations or any other Transaction Documents, including,
without limitation, payments, if any, made by the Insurer with respect to retitling of the
title documents relating to the Financed Vehicles pursuant to Section 4.5 of the Sale and
Servicing Agreement.




     (f) Following termination of the Indenture pursuant to Section 4.1 thereof, the Servicer
agrees to reimburse the Insurer for any Insured Payments required to be made pursuant to the
Policies subsequent to the date of such termination.




     All such amounts are to be immediately due and payable without demand, except as
otherwise provided herein.



     Section 3.04. Indemnification; Limitation of Liability.




     (a) In addition to any and all rights of indemnification or any other rights of the
Insurer pursuant hereto or under law or equity, AmeriCredit, the Custodian, the Seller and
the Servicer and any successors thereto agree to pay, and to protect, indemnify and save
harmless, the Insurer and its officers, directors, shareholders, employees, agents and each
person, if any, who controls the Insurer within the meaning of either Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act from and against any and all
claims, Losses, liabilities (including penalties), actions, suits, judgments, demands,
damages, costs or reasonable expenses (including, without limitation, reasonable fees and
expenses of attorneys, consultants and auditors and reasonable costs of investigations) or
obligations whatsoever paid by the Insurer (herein collectively referred to as “Liabilities”)
of any nature arising out of or relating to the transactions contemplated by the Transaction
Documents by reason of:




     (i) any untrue statement or alleged untrue statement of a material fact
contained in the Offering Document or in any amendment or supplement thereto or in
any preliminary offering document, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
Liabilities arise out of or are based upon any such untrue statement or omission or
allegation thereof based upon information set forth in the Offering Document under
the captions “THE POLICY” and “THE INSURER” or in the financial statements of the
Insurer, including any information in any amendment or supplement to the Offering
Document furnished by the Insurer in writing expressly for use therein that amends
or supplements such information (all such information being referred to herein as
“Insurer Information”);




     (ii) to the extent not covered by clause (i) above, any act or omission of
AmeriCredit, the Seller, the Servicer or the Custodian, or the allegation thereof,
in connection with the offering, issuance, sale or delivery of the Obligations;



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     (iii) the misfeasance or malfeasance of, or negligence or theft committed by,
any director, officer, employee or agent of AmeriCredit, the Servicer, the
Custodian, the Seller or the Issuer;




     (iv) the violation by AmeriCredit, the Custodian, the Issuer, the Seller or the
Servicer of any federal or state securities, banking or antitrust laws, rules or
regulations in connection with the issuance, offer and sale of the Obligations or
the transactions contemplated by the Transaction Documents;




     (v) the violation by AmeriCredit, the Issuer, the Custodian, the Seller or the
Servicer of any federal or state laws, rules or regulations relating to the
Transaction or the origination of the Receivables, including, without limitation,
any consumer protection, lending and disclosure laws and any laws with respect to
the maximum amount of interest permitted to be received on account of any loan of
money or with respect to the Receivables;




     (vi) the breach by AmeriCredit, the Custodian, the Seller or the Servicer of
any of its obligations under this Insurance Agreement or any of the other
Transaction Documents; and




     (vii) the breach by AmeriCredit, the Servicer, the Custodian or the Seller of
any representation or warranty on the part of AmeriCredit, the Servicer, the Seller
or the Custodian contained in the Transaction Documents or in any certificate or
report furnished or delivered to the Insurer thereunder.




     This indemnity provision shall survive the termination of this Insurance Agreement and
shall survive until the statute of limitations has run on any causes of action which arise
from one of these reasons and until all suits filed as a result thereof have been finally
concluded.




     (b) AmeriCredit and the Seller agree to indemnify the Issuer and the Insurer for any and
all Liabilities that have been incurred due to any claim, counterclaim, rescission, setoff or
defense asserted by an Obligor under any Receivable subject to the Federal Trade Commission
regulations provided in 16 C.F.R. Part 433.




     (c) AmeriCredit, the Servicer and the Seller agree to indemnify and hold harmless the
Issuer and the Insurer for any and all Liabilities incurred due to (i) any agreement or
acquiescence by the Servicer and the Seller to any reduction, rebate, rescheduling or delay
of any payments due and owing by any Obligor under any Receivable based upon an agreement on
the part of the Servicer and the Seller to make or rebate any future payments on such
Receivable, (ii) any agreement on the part of the Servicer and the Seller to make or rebate
any future payments on any Receivable or (iii) any settlement of any judicial proceeding or
any claim, action or proceeding of any regulatory body.




     (d) Any party which proposes to assert the right to be indemnified under this Section
3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim is to be made against



32









 







AmeriCredit, the Servicer, the Seller or the Custodian under this Section 3.04, notify
AmeriCredit, the Servicer, the Seller or the Custodian of the commencement of such action,
suit or proceeding, enclosing a copy of all papers served. In case any action, suit or
proceeding shall be brought against any indemnified party and it shall notify AmeriCredit,
the Servicer, the Seller or the Custodian of the commencement thereof, AmeriCredit, the
Servicer, the Custodian or the Seller shall be entitled to participate in, and, to the extent
that it shall wish, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from AmeriCredit, the Servicer, the Seller or the
Custodian to such indemnified party of its election so to assume the defense thereof,
AmeriCredit, the Servicer, the Seller or the Custodian shall not be liable to such
indemnified party for any legal or other expenses other than reasonable costs of
investigation subsequently incurred by such indemnified party in connection with the defense
thereof. The indemnified party shall have the right to employ its counsel in any such action
the defense of which is assumed by AmeriCredit, the Servicer, the Seller or the Custodian in
accordance with the terms of this subsection (d), but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless the employment of counsel by such
indemnified party has been authorized by AmeriCredit, the Servicer, the Seller or the
Custodian. AmeriCredit, the Servicer, the Seller or the Custodian shall not be liable for
any settlement of any action or claim effected without its consent.




     (e) In addition to any and all rights of indemnification or any other rights of the
Insurer pursuant hereto or under law or equity, the Trustee, Trust Collateral Agent, the
Collateral Agent and the Backup Servicer agree to pay, and to protect, indemnify and save
harmless, the Insurer and its officers, directors, shareholders, employees, agents, including
each person, if any, who controls the Insurer within the meaning of either Section 15 of the
Securities Act as amended, or Section 20 of the Securities and Exchange Act, as amended, from
and against any and all claims, losses, liabilities (including penalties), actions, suits,
judgments, demands, damages, costs or reasonable expenses (including, without limitation,
reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of
investigations) or obligations whatsoever of any nature arising out of the material breach by
the Trustee, Trust Collateral Agent, the Collateral Agent and the Backup Servicer of any of
their obligations under this Insurance Agreement or under the Indenture or the Sale and
Servicing Agreement. This indemnity provision shall survive the termination of this
Insurance Agreement and shall survive until the statute of limitations has run on any causes
of action which arise from one of these reasons and until all suits filed as a result thereof
have been finally concluded.



     Section 3.05. Payment Procedure. In the event of any payment by the Insurer, AmeriCredit, the
Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller, the
Servicer and the Custodian agree to accept the voucher or other evidence of payment as prima facie
evidence of the propriety thereof and the liability therefor to the Insurer. All payments to be
made to the Insurer under this Insurance Agreement shall be made to the Insurer in lawful currency
of the United States of America in immediately available funds at the notice address for the
Insurer as specified in Section 6.02 hereof on the date when due or as the Insurer shall otherwise
direct by written notice to the other parties hereto. In the event that the date of any payment to
the Insurer or the expiration of any time period hereunder occurs on a day



33









 







which is not a Business Day, then such payment or expiration of time period shall be made or
occur on the next succeeding Business Day with the same force and effect as if such payment was
made or time period expired on the scheduled date of payment or expiration date. Payments to be
made to the Insurer under this Insurance Agreement shall bear interest at the Late Payment Rate
from the date when due to the date paid.



ARTICLE IV




FURTHER AGREEMENTS




     Section 4.01. Effective Date; Term of the Insurance Agreement. This Insurance Agreement shall
take effect on the Date of Issuance and shall remain in effect until the later of (a) such time as
the Insurer is no longer subject to a claim under the Policies and the Policies shall have been
surrendered to the Insurer for cancellation and (b) all amounts payable to the Insurer by the
Servicer, the Trustee, the Collateral Agent, the Trust Collateral Agent, the Backup Servicer, the
Seller or the Custodian or from any other source under the Transaction Documents and all amounts
payable under the Obligations have been paid in full; provided, however, that the provisions of
Sections 3.02, 3.03, 3.04 and 4.06 hereof shall survive any termination of this Insurance
Agreement.



     Section 4.02. Further Assurances and Corrective Instruments.




     (a) Excepting at such times as an Insurer Default shall exist and be continuing, none of
the Servicer, the Trustee, the Collateral Agent, the Trust Collateral Agent, the Backup
Servicer, the Seller or the Custodian shall grant any waiver of rights under any of the
Transaction Documents to which any of them is a party without the prior written consent of
the Insurer, and any such waiver without the prior written consent of the Insurer shall be
null and void and of no force or effect.




     (b) To the extent permitted by law, the Servicer, the Trustee, the Collateral Agent, the
Trust Collateral Agent, the Backup Servicer, the Seller, the Issuer or the Custodian agree
that they will, upon the request of the Insurer, from time to time, execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered within 10 days of such request,
such amendments hereto and such further instruments and take such further action as may be
required in the Insurer’s reasonable judgment to effectuate the intention of or facilitate
the performance of this Insurance Agreement or the other Transaction Documents.



     Section 4.03. Obligations Absolute.




     (a) The obligations of the Servicer, the Trustee, the Collateral Agent, the Trust
Collateral Agent, the Backup Servicer, the Seller, the Issuer or the Custodian hereunder
shall be absolute and unconditional and shall be paid or performed strictly in accordance
with this Insurance Agreement under all circumstances irrespective of:




     (i) any lack of validity or enforceability of, or any amendment or other
modifications of, or waiver with respect to any of the Transaction Documents, the
Obligations or the Policies;



34









 






     (ii) any exchange or release of any other obligations hereunder;




     (iii) the existence of any claim, setoff, defense, reduction, abatement or
other right that the Servicer, the Trustee, the Collateral Agent, the Trust
Collateral Agent, the Backup Servicer, the Seller, the Issuer or the Custodian may
have at any time against the Insurer or any other Person;




     (iv) any document presented in connection with the Policies proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;




     (v) any payment by the Insurer under the Policies against presentation of a
certificate or other document that does not strictly comply with terms of the
Policies;




     (vi) any failure of the Servicer, the Trustee, the Collateral Agent, the Trust
Collateral Agent, the Backup Servicer, the Seller, the Issuer, or the Custodian to
receive the proceeds from the sale of the Obligations; or




     (vii) any breach by the Servicer, the Trustee, the Collateral Agent, the Trust
Collateral Agent, the Backup Servicer, the Seller, the Issuer, or the Custodian of
any representation, warranty or covenant contained in any of the Transaction
Documents.




     (b) The Servicer, the Trustee, the Collateral Agent, the Trust Collateral Agent, the
Backup Servicer, the Seller, the Issuer and the Custodian and any and all others who are now
or may become liable for all or part of the obligations of the Servicer, the Trustee, the
Collateral Agent, the Trust Collateral Agent, the Backup Servicer, the Seller, the Issuer, or
the Custodian under this Insurance Agreement agree to be bound by this Insurance Agreement
and (i) to the extent permitted by law, waive and renounce any and all redemption and
exemption rights and the benefit of all valuation and appraisement privileges against the
indebtedness and obligations evidenced by any Transaction Document or by any extension or
renewal thereof; (ii) waive presentment and demand for payment, notices of nonpayment and of
dishonor, protest of dishonor and notice of protest; (iii) waive all notices in connection
with the delivery and acceptance hereof and all other notices in connection with the
performance, default or enforcement of any payment hereunder, except as required by the
Transaction Documents; (iv) waive all rights of abatement, diminution, postponement or
deduction, or any defense other than payment, or any right of setoff or recoupment arising
out of any breach under any of the Transaction Documents by any party thereto or any
beneficiary thereof, or out of any obligation at any time owing to the Servicer, the Trustee,
the Collateral Agent, the Trust Collateral Agent, the Backup Servicer, the Seller, the Issuer
or the Custodian; (v) agree that its liabilities hereunder shall, except as otherwise
expressly provided in this Section 4.03, be unconditional and without regard to any setoff,
counterclaim or the liability of any other Person for the payment hereof; (vi) agree that any
consent, waiver or forbearance hereunder with respect to an event shall operate only for such
event and not for any subsequent event; (vii) consent to any and all extensions of time that
may be granted by



35









 







the Insurer with respect to any payment hereunder or other provisions hereof and to the
release of any security at any time given for any payment hereunder, or any part thereof,
with or without substitution, and to the release of any Person or entity liable for any such
payment; and (viii) consent to the addition of any and all other makers, endorsers,
guarantors and other obligors for any payment hereunder, and to the acceptance of any and all
other security for any payment hereunder, and agree that the addition of any such obligors or
security shall not affect the liability of the parties hereto for any payment hereunder.




     (c) Nothing herein shall be construed as prohibiting the Servicer, the Trustee, the
Collateral Agent, the Trust Collateral Agent, the Backup Servicer, the Seller, the Issuer and
the Custodian from pursuing any rights or remedies it may have against any other Person in a
separate legal proceeding.



     Section 4.04. Assignments; Reinsurance; Third-party Rights.




     (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and
shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. None of the Servicer, the Seller, the Issuer or the
Custodian may assign its rights under this Insurance Agreement, or delegate any of its duties
hereunder, without the prior written consent of the Insurer. None of the Trustee, the
Collateral Agent, the Trust Collateral Agent or the Backup Servicer may assign its rights
under this Insurance Agreement, or delegate any of its duties hereunder, without the prior
written consent of the Insurer, which consent shall not be unreasonably withheld or delayed.
Any assignment made in violation of this Insurance Agreement shall be null and void.




     (b) The Insurer shall have the right to give participations in its rights under this
Insurance Agreement and to enter into contracts of reinsurance with respect to the Policies
upon such terms and conditions as the Insurer may in its discretion determine; provided,
however, that no such participation or reinsurance agreement or arrangement shall relieve the
Insurer of any of its obligations hereunder or under the Policies.




     (c) In addition, the Insurer shall be entitled to assign or pledge to any bank or other
lender providing liquidity or credit with respect to the Transaction or the obligations of
the Insurer in connection therewith any rights of the Insurer under the Transaction Documents
or with respect to any real or personal property or other interests pledged to the Insurer,
or in which the Insurer has a security interest, in connection with the Transaction.




     (d) Except as provided herein with respect to participants and reinsurers, nothing in
this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon
any Person, including, particularly, any Owner, other than the Insurer against the Servicer,
the Trustee, the Collateral Agent, the Trust Collateral Agent, the Backup Servicer, the
Seller, the Issuer or the Custodian, and all the terms, covenants, conditions, promises and
agreements contained herein shall be for the sole and exclusive benefit of the parties hereto
and their successors and permitted assigns. Neither the



36









 







Trustee nor any Owner shall have any right to payment from any Premiums paid or payable
hereunder or under the Sale and Servicing Agreement or from any other amounts paid by the
Servicer, the Trustee, the Collateral Agent, the Trust Collateral Agent, the Backup Servicer,
the Seller, the Issuer or the Custodian pursuant to Section 3.02, 3.03 or 3.04 hereof.




     (e) The Servicer, the Trustee, the Collateral Agent, the Trust Collateral Agent, the
Backup Servicer, the Seller, the Issuer and the Custodian agree that the Insurer shall have
all rights of a third-party beneficiary in respect of the Indenture and each other
Transaction Document to which it is not a signing party and hereby incorporate and restate
their representations, warranties and covenants as set forth therein for the benefit of the
Insurer.



     Section 4.05. Liability of the Insurer. Neither the Insurer nor any of its officers,
directors or employees shall be liable or responsible for (a) the use that may be made of the
Policies by the Trustee or the Trust Collateral Agent or for any acts or omissions of the Trustee
or the Trust Collateral Agent in connection therewith or (b) the validity, sufficiency, accuracy or
genuineness of documents delivered to the Insurer (or its Fiscal Agent) in connection with any
claim under the Policies, or of any signatures thereon, even if such documents or signatures should
in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged (unless the
Insurer shall have actual knowledge thereof). In furtherance and not in limitation of the
foregoing, the Insurer (or its Fiscal Agent) may accept documents that appear on their face to be
in order, without responsibility for further investigation.



     Section 4.06. Parties Will Not Institute Insolvency Proceedings. So long as this Agreement is
in effect, and for one year following its termination, none of the parties hereto will file any
involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law
against the Issuer or the Seller.



     Section 4.07. Trustee, Custodian, Trust Collateral Agent, Collateral Agent, Backup Servicer,
Seller, Issuer and Servicer To Join in Enforcement Action. To the extent necessary to enforce any
right of the Insurer in or remedy of the Insurer under any Receivable, the Trust Collateral Agent,
the Collateral Agent, the Trustee, Custodian, Backup Servicer, Issuer, Seller and Servicer agree to
join in any action initiated by the Trust or the Insurer for the protection of such right or
exercise of such remedy.



     Section 4.08. Subrogation. To the extent of any payments under the Policies, the Insurer
shall be fully subrogated to any remedies against the Custodian, the Seller or the Servicer or in
respect of the Receivables available to the Trustee or the Trust Collateral Agent under the
Indenture and Sale and Servicing Agreement. The Trustee and the Trust Collateral Agent acknowledge
such subrogation and, further, agrees to execute such instruments prepared by the Insurer and to
take such reasonable actions as, in the sole judgment of the Insurer, are necessary to evidence
such subrogation and to perfect the rights of the Insurer to receive any moneys paid or payable
under the Indenture or Sale and Servicing Agreement.



37









 





     Section 4.09. Insurer’s Rights Regarding Actions, Proceedings or Investigations. Until the
Obligations have been paid in full, all amounts owed to the Insurer have been paid in full, this
Insurance Agreement has terminated and the Policies has been returned to the Insurer for
cancellation, the following provisions shall apply, it being expressly understood that none of the
following costs shall be borne by the Trustee:




     (a) Notwithstanding anything contained herein or in the other Transaction Documents to
the contrary, the Insurer shall have the right to participate in, to direct the enforcement
or defense of, and, at the Insurer’s sole option, to institute or assume the defense of, any
action, proceeding or investigation that could adversely affect the Issuer or the Collateral
or the rights or obligations of the Insurer hereunder or under the Policies or the
Transaction Documents, including (without limitation) any insolvency or bankruptcy proceeding
in respect of AmeriCredit, the Seller, the Issuer or any affiliate thereof. Following notice
to the Trustee, the Trust Collateral Agent and the Owner Trustee the Insurer shall have
exclusive right to determine, in its sole discretion, the actions necessary to preserve and
protect the Collateral. All costs and expenses of the Insurer in connection with such
action, proceeding or investigation, including (without limitation) any judgment or
settlement entered into affecting the Insurer or the Insurer’s interests, shall be included
in amounts reimbursable to the Insurer under Section 5.7 of the Sale and Servicing Agreement.




     (b) In connection with any action, proceeding or investigation that could adversely
affect the Collateral or the Issuer or the rights or obligations of the Insurer hereunder or
under the Policies or the Transaction Documents, including (without limitation) any
insolvency or bankruptcy proceeding in respect of AmeriCredit, the Seller, the Issuer or any
affiliate thereof, the Trustee, the Trust Collateral Agent and the Issuer hereby agree to
cooperate with, and to take such action as directed by, the Insurer, including (without
limitation) entering into such agreements and settlements as the Insurer shall direct, in its
sole discretion without the consent of the Noteholders. Notwithstanding any other provision
herein or in any of the other Transaction Documents, neither the Trustee nor the Trust
Collateral Agent shall be liable to the Insurer or the Noteholders for any such action that
conforms to the direction of the Insurer. The Trustee’s and the Trust’s reasonable
out-of-pocket costs and expenses (including attorneys’ fees and expenses) with respect to any
such action shall be reimbursed pursuant to Section 5.7 of the Sale and Servicing Agreement.




     (c) The Issuer, the Trust Collateral Agent and the Trustee hereby agree to provide to
the Insurer prompt written notice of any action, proceeding or investigation that names the
Issuer, the Owner Trustee, the Trust Collateral Agent or the Trustee on behalf of the Secured
Parties as a party or that involves the Issuer or the Collateral or the rights or obligations
of the Insurer hereunder or under the Policies or the Transaction Documents, including
(without limitation) any insolvency or bankruptcy proceeding in respect of AmeriCredit, the
Seller, the Issuer or any affiliate thereof.




     (d) So long as an Insurer Default shall not have occurred and be continuing, none of the
Issuer, the Trustee nor the Trust Collateral Agent shall, without the Insurer’s prior written
consent, with such consent not to be unreasonably withheld, or unless



38









 







directed by the Insurer, undertake or join any litigation or agree to any settlement of
any action, proceeding or investigation affecting the Collateral or the Issuer or the rights
or obligations of the Insurer hereunder or under the Policies or the Transaction Documents.




     (e) The Trustee agrees that Insurer shall have such rights as set forth in this Section,
which are in addition to any rights of the Insurer pursuant to the other provisions of the
Transaction Documents, that the rights set forth in this Section may be exercised by the
Insurer, in its sole discretion, without the need for the consent or approval of the Issuer,
the Trust Collateral Agent, or the Trustee, notwithstanding any other provision contained
herein or in any of the other Transaction Documents, and that nothing contained in this
Section shall be deemed to be an obligation of the Insurer to exercise any of the rights
provided for herein.



     Section 4.10. Replacement Swap Agreement. In the event that a Swap Agreement is terminated
prior to its scheduled expiration in accordance with the terms of the Swap Agreement, the Issuer
shall at the request of the Insurer enter into a replacement swap agreement (the “Replacement Swap
Agreement”) in form and substance satisfactory to the Insurer with a replacement Swap Provider
acceptable to the Insurer on the same terms as the Swap Agreement executed on the Closing Date
mutatis mutandis, or with such amendments to the terms as have been approved by S&P, Moody’s and
the Insurer.



     Section 4.11. Regulation AB Reports.





     (a) The Insurer agrees:




     (i) that financial information required by Item 1114(b)(2) of Regulation AB
included in documents filed by the Insurer with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act (the “MBIA Exchange Act
Reports”), may be incorporated by reference by the Seller or the Issuer into the
Offering Document or any AmeriCredit Exchange Act Report to the extent required
under Regulation AB or Item 7 on Form 10-D;




     (ii) only until the Seller and the Issuer would become eligible to suspend
filing of periodic reports, that the Insurer will use its best efforts to file MBIA
Exchange Act Reports (even if not required to be filed) on a timely basis (it being
acknowledged that any such filings so made pursuant to any extensions granted by the
Commission or otherwise in accordance with the Securities Act and the rules and
regulations thereunder will be considered filed “timely”);




     (iii) only until the Seller and the Issuer would become eligible to suspend
filing of periodic reports, to comply with reasonable requests of AmeriCredit or the
Seller for the delivery of any other additional information as may be necessary for
the Seller or the Issuer to comply with Item 1114 of Regulation AB, so long as such
information is available to the Insurer and not otherwise available to AmeriCredit
or the Seller, and




     (iv) on not less than three (3) Business Days’ notice, that it will use
commercially reasonable efforts to cause its accountants, if required by the Seller



39









 







or the Issuer in order to comply with the Securities Exchange Act, to issue
their consent to the incorporation by reference of any MBIA Exchange Act Report into
the Offering Document or any AmeriCredit Exchange Act Report; provided, however,
that the Insurer’s liability, in the case of a breach of the agreements contained in
this paragraph, will be limited to the actual damages incurred by the AmeriCredit
Parties (as defined in Section 4.11(b) hereof) as a direct result of a determination
by the Commission that the Seller is no longer eligible to file registration
statements on Form S-3, such determination being based solely on the Insurer’s
breach of this Section 4.11(a), and the Insurer’s liability for the damages
described above shall in no event exceed as of any date the sum of (x) the aggregate
amount of Premium received by the Insurer in connection with the Policies as of such
date and (y) as of such date and without duplication of (x) above, the aggregate
amount of Premium expected to be received by the Insurer assuming that the
Receivables pay down using a 1.7% ABS prepayment speed (as described in the Offering
Document) and further assuming that the option to purchase all of the Receivables
pursuant to Section 10.01 of the Sale and Servicing Agreement is exercised by the
Servicer at its earliest opportunity. It is understood and agreed that, to the
extent any consent letter of the Insurer’s accountants is required by the Seller or
the Issuer in connection with any such filing, the fees and expenses payable in
respect thereof shall be paid by the Servicer upon demand.




     (b) In addition to any and all rights of indemnification or any rights of AmeriCredit,
the Seller, the Issuer, AmeriCredit Corp. or any affiliate thereof (together, the
“AmeriCredit Parties”) pursuant to any Transaction Document or under law or equity, the
Insurer agrees to pay, and to protect, indemnify and save harmless the AmeriCredit Parties
from and against any and all claims, losses, liabilities (including penalties), actions,
suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses
of attorneys, consultants and auditors and reasonable costs of investigations) of any nature
arising out of or by reason of any untrue statement of: (i) a material fact or an omission to
state a material fact necessary in order to make the statements therein in light of the
circumstances in which they were made not misleading contained in the consolidated financial
statements of the Insurer and incorporated by reference into the AmeriCredit Exchange Act
Reports pursuant to Section 4.11(a) hereof, or (ii) subject to the limitations on liability
set forth in Section 4.11(a) of this Agreement, any failure of the Insurer to comply with its
obligations under Section 4.11(a) of this Agreement.




     (c) As of each date that financial information contained in any MBIA Exchange Report is
incorporated into the Offering Document or any AmeriCredit Exchange Act Report, the Insurer
represents to the AmeriCredit Parties that:




     (i) The Insurer, or the entity that consolidates the Insurer, is required to
file reports with the Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act;




     (ii) The Insurer, or the entity that consolidates the Insurer, has filed all
reports and other materials required to be filed by such requirements during the



40









 







preceding 12 months (or such shorter period that such party was required to
file such reports and materials);




     (iii) the reports filed by the Insurer, or entity that consolidates the
Insurer, including (or properly incorporate by reference) the financial statements
of the Insurer; and




     (iv) to the best of the Insurer’s knowledge, the accountants who certify the
financial statements and supporting schedules included in the MBIA Financial
Information (if applicable) are independent registered public accountants as
required by the Securities Act..



ARTICLE V




DEFAULTS; REMEDIES




     Section 5.01. Defaults. The occurrence of any of the following events shall constitute an
Insurance Agreement Event of Default hereunder:




     (a) any representation or warranty made by AmeriCredit, the Servicer, Trust Collateral
Agent, the Collateral Agent, the Trustee, the Backup Servicer, the Seller or the Custodian
hereunder or under the Transaction Documents, or in any certificate furnished hereunder or
under the Transaction Documents, shall prove to be untrue or incomplete in any material
respect and such untrue representation or warranty is not cured within any applicable grace
period contained in the applicable Transaction Document;




     (b)(i) AmeriCredit, the Servicer, the Trustee, the Trust Collateral Agent, the
Collateral Agent, the Backup Servicer, the Seller, the Issuer or the Custodian shall fail to
pay when due any amount payable by AmeriCredit, the Servicer, the Trustee, the Trust
Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller or the Custodian
hereunder or under any Transaction Document and such failure continues for the length of any
cure period contained in the related Transaction Document, or (ii) a legislative body has
enacted any law that declares or a court of competent jurisdiction shall find or rule that
any Transaction Document is not valid and binding on AmeriCredit, the Servicer, the Trustee,
the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Seller, the
Issuer or the Custodian;




     (c) the occurrence and continuance of a “Event of Default” under the Indenture (as
defined therein);




     (d) any failure on the part of AmeriCredit, the Servicer, the Trustee, the Collateral
Agent, the Collateral Agent, the Backup Servicer, the Seller, the Issuer or the Custodian
duly to observe or perform in any material respect any other of the covenants or agreements
on the part of AmeriCredit, the Servicer, the Trustee, the Trust Collateral Agent, the
Collateral Agent, the Backup Servicer, the Seller, the Issuer or the Custodian contained in
this Insurance Agreement or in any other Transaction Document which continues unremedied for
a period of 30 days with respect to this Insurance Agreement, or, with respect to any other
Transaction Document, beyond any cure period provided for



41









 







therein, after the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to AmeriCredit, the Servicer, the Backup Servicer, the
Seller, the Issuer or the Custodian as applicable, by the Insurer (with a copy to the
Trustee) or by the Trustee, the Trust Collateral Agent, or the Collateral Agent (with a copy
to the Insurer);




     (e) decree or order of a court or agency or supervisory authority having jurisdiction in
the premises in an involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law or the appointment of a conservator or receiver or liquidator or
other similar official in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against AmeriCredit, the Servicer, the Trustee, the Trust Collateral
Agent, the Collateral Agent, the Backup Servicer, the Seller, the Issuer or the Custodian and
such decree or order shall have remained in force undischarged or unstayed for a period of 90
consecutive days;




     (f) AmeriCredit, the Servicer, the Trustee, the Trust Collateral Agent, the Collateral
Agent, the Backup Servicer, the Seller, the Issuer or the Custodian shall consent to the
appointment of a conservator or receiver or liquidator or other similar official in any
insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to AmeriCredit, the Servicer, the Trustee, the Trust Collateral
Agent, the Collateral Agent, the Backup Servicer, the Seller, the Issuer or the Custodian or
of or relating to all or substantially all of the property of either;




     (g) AmeriCredit, the Servicer, the Trustee, the Trust Collateral Agent, the Collateral
Agent, the Backup Servicer, the Seller, the Issuer or the Custodian shall admit in writing
its inability to pay its debts generally as they become due, file a petition to take
advantage of or otherwise voluntarily commence a case or proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar statute, make an assignment for the
benefit of its creditors or voluntarily suspend payment of its obligations;




     (h) the occurrence and continuance of an “Servicer Termination Event” under the Sale and
Servicing Agreement (as defined therein);




     (i) the failure of the Seller, the Issuer or AmeriCredit to comply with, or maintain the
accuracy of, the Opinion Facts and Assumptions;




     (j) the occurrence of a Level 2 Trigger Event (as defined in the Spread Account
Agreement);




     (k) [RESERVED];




     (l) AmeriCredit is removed as servicer, or is provided with a notice of servicer
non-renewal or non-extension pursuant to the sale and servicing agreement relating to the
Master Warehouse Facility;




     (m) [RESERVED];



42









 






     (n) (i) the Tangible Net Worth of AmeriCredit Corp. shall be less than the sum of (a)
$1,650,000,000 and (b) 50% of the cumulative positive net income (without deduction for
negative net income) of AmeriCredit Corp. for each fiscal quarter having been completed since
December 31, 2006, as reported in each annual report on Form 10-K and periodic report on Form
10-Q filed by AmeriCredit Corp. with the Commission and (c) 75% of the net proceeds of any
equity issued by AmeriCredit Corp. since December 31, 2006 (excluding any equity issued
pursuant to equity incentive plans for employees and board members) minus (d) the lesser of
(x) $200,000,000 and (y) the purchase price of all common stock of AmeriCredit Corp.
repurchased after December 31, 2006, or (ii) upon the completion of any stock repurchase by
AmeriCredit Corp., AmeriCredit Corp. shall have a Corporate Liquidity Pool of less than
$200,000,000;




     (o) [RESERVED];




     (p) The average of the Monthly Extension Rates calculated with respect to three
consecutive calendar months exceeds 4% and the Servicer fails to purchase Receivables within
30 days in accordance with Section 4.2(c) of the Sale and Servicing Agreement;




     (q) Any Event of Default or Termination Event (as defined in the Swap Agreement)
relating to the Swap Provider occurs under a Swap Agreement, and a Replacement Swap Agreement
acceptable to the Insurer is not entered into within 60 days of the Early Termination Date
(as defined in the Swap Agreement); provided, however, that, the occurrence of the Insurance
Agreement Event of Default specified in this clause (q) shall not result in a Servicer
Termination Event under Section 9.1(g) of the Sale and Servicing Agreement; or




     (r) The Insurer makes a payment under either of the Policies.



     Section 5.02. Remedies; No Remedy Exclusive.




     (a) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may
exercise any one or more of the rights and remedies set forth below:




     (i) exercise any rights and remedies under the Transaction Documents in
accordance with the terms of the Transaction Documents or direct the Trustee or the
Trust Collateral Agent to exercise such remedies in accordance with the terms of the
Transaction Documents; or




     (ii) take whatever action at law or in equity as may appear necessary or
desirable in its judgment to collect the amounts then due under the Transaction
Documents or to enforce performance and observance of any obligation, agreement or
covenant of the Servicer, the Trustee, the Trust Collateral Agent, the Collateral
Agent, the Backup Servicer, the Seller, the Issuer or the Custodian under the
Transaction Documents.




     (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is
intended to be exclusive of any other available remedy, but each remedy shall



43









 







be cumulative and shall be in addition to other remedies given under the Transaction
Documents or existing at law or in equity. No delay or omission to exercise any right or
power accruing under the Transaction Documents upon the happening of any event set forth in
Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to time and as often as may
be deemed expedient. In order to entitle the Insurer to exercise any remedy reserved to the
Insurer in this Article, it shall not be necessary to give any notice other than such notice
as may be required in this Article V.



     Section 5.03. Waivers.




     (a) No failure by the Insurer to exercise, and no delay by the Insurer in exercising,
any right hereunder shall operate as a waiver thereof. The exercise by the Insurer of any
right hereunder shall not preclude the exercise of any other right, and the remedies provided
herein to the Insurer are declared in every case to be cumulative and not exclusive of any
remedies provided by law or equity.




     (b) The Insurer shall have the right, to be exercised in its complete discretion, to
waive any Insurance Agreement Event of Default hereunder, by a writing setting forth the
terms, conditions and extent of such waiver signed by the Insurer and delivered to the
Servicer, the Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer,
the Seller, the Issuer or the Custodian. Unless such writing expressly provides to the
contrary, any waiver so granted shall extend only to the specific event or occurrence which
gave rise to the Insurance Agreement Event of Default so waived and not to any other similar
event or occurrence which occurs subsequent to the date of such waiver.



ARTICLE VI




MISCELLANEOUS




     Section 6.01. Amendments, Etc. This Insurance Agreement may be amended, modified or
terminated only by written instrument or written instruments signed by the parties hereto. The
Servicer agrees to promptly provide a copy of any amendment to this Insurance Agreement to the
Collateral Agent, S&P and Moody’s. No act or course of dealing shall be deemed to constitute an
amendment, modification or termination hereof.



44









 





     Section 6.02. Notices. All demands, notices and other communications to be given hereunder
shall be in writing (except as otherwise specifically provided herein) and shall be mailed by
registered mail or personally delivered or telecopied to the recipient as follows:



	 	 	 
	(a)

	 	To the Insurer:
	 
	 	 
	 

	 	MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: Insured Portfolio Management-Structured Finance (IPM-SF)
          
(AmeriCredit Automobile Receivables Trust 2007-C-M)

Facsimile: (914) 765-3810

Confirmation: (914) 765-3781
	 
	 	 
	 

	 	(in each case in which notice or other communication to the Insurer refers
to an Insurance Agreement Event of Default, a claim on the Policies 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 the Insurer and shall be marked to indicate “URGENT
MATERIAL ENCLOSED.”)
	 
	 	 
	(b)

	 	To the Seller:
	 
	 	 
	 

	 	AFS SenSub Corp.

2265 B Renaissance Drive, Suite 17

Las Vegas, Nevada 89119

Attention: Chief Financial Officer
	 
	 	 
	(c)

	 	To the Servicer and the Custodian:
	 
	 	 
	 

	 	AmeriCredit Financial Services, Inc.

801 Cherry Street

Suite 3900

Fort Worth, Texas 76102

Attention: Chief Financial Officer

Facsimile: (817) 302-7082

Confirmation: (817) 302-7915







45









 






	 	 	 
	(d)

	 	To the Collateral Agent, Trust Collateral Agent, the Trustee
and the Backup Servicer:
	 
	 	 
	 

	 	Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

Attention: AmeriCredit Automobile Receivables Trust 2007-C-M

Facsimile: (612) 667-3539

Confirmation: (612) 667-7181
	 
	 	 
	(e)

	 	To the Issuer:
	 
	 	 
	 

	 	AmeriCredit Automotive Receivables Trust 2007-C-M

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration
	 
	 	 
	 

	 	With a copy to the Servicer at the address set forth above.






     A party may specify an additional or different address or addresses by writing mailed or
delivered to the other parties as aforesaid. All such notices and other communications shall be
effective upon receipt.



     Section 6.03. Severability. In the event that any provision of this Insurance Agreement shall
be held invalid or unenforceable by any court of competent jurisdiction, the parties hereto agree
that such holding shall not invalidate or render unenforceable any other provision hereof. The
parties hereto further agree that the holding by any court of competent jurisdiction that any
remedy pursued by any party hereto is unavailable or unenforceable shall not affect in any way the
ability of such party to pursue any other remedy available to it.



     Section 6.04. Governing Law. THIS INSURANCE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW PROVISIONS.



     Section 6.05. Consent to Jurisdiction.




     (a) The parties hereto hereby irrevocably submit to the jurisdiction of the United
States District Court for the Southern District of New York and any court in the State of New
York located in the City and County of New York, and any appellate court from any thereof, in
any action, suit or proceeding brought against it and to or in connection with any of the
Transaction Documents or the transactions contemplated thereunder or for recognition or
enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally
agree that all claims in respect of any such action or proceeding may be heard or determined
in such New York state court or, to the extent



46









 







permitted by law, in such federal court. The parties hereto agree that a final judgment
in any such action, suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. To the extent
permitted by applicable law, the parties hereto hereby waive and agree not to assert by way
of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of such courts, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper or that the related documents or the subject matter thereof may not be
litigated in or by such courts.




     (b) To the extent permitted by applicable law, the parties hereto shall not seek and
hereby waive the right to any review of the judgment of any such court by any court of any
other nation or jurisdiction which may be called upon to grant an enforcement of such
judgment.




     (c) Except as provided in Section 4.06 herein, nothing contained in this Insurance
Agreement shall limit or affect the Insurer’s right to serve process in any other manner
permitted by law or to start legal proceedings relating to any of the Transaction Documents
against any party hereto or its or their property in the courts of any jurisdiction.



     Section 6.06. Consent of the Insurer. In the event that the consent of the Insurer is
required under any of the Transaction Documents, the determination whether to grant or withhold
such consent shall be made by the Insurer in its sole discretion without any implied duty towards
any other Person.



     Section 6.07. Counterparts. This Insurance Agreement may be executed in counterparts by the
parties hereto, and all such counterparts shall constitute one and the same instrument.



     Section 6.08. Headings. The headings of Articles and Sections and the Table of Contents
contained in this Insurance Agreement are provided for convenience only. They form no part of this
Insurance Agreement and shall not affect its construction or interpretation. Unless otherwise
indicated, all references to Articles and Sections in this Insurance Agreement refer to the
corresponding Articles and Sections of this Insurance Agreement.



     Section 6.09. Trial by Jury Waived. Each party hereto hereby waives, to the fullest extent
permitted by law, any right to a trial by jury in respect of any litigation arising directly or
indirectly out of, under or in connection with any of the Transaction Documents or any of the
transactions contemplated thereunder. Each party hereto (a) certifies that no representative,
agent or attorney of any party hereto has represented, expressly or otherwise, that it would not,
in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has
been induced to enter into the Transaction Documents to which it is a party by, among other things,
this waiver.



     Section 6.10. Limited Liability. No recourse under any Transaction Document shall be had
against, and no personal liability shall attach to, any officer, employee, director, affiliate,



47









 







trustee or shareholder of any party hereto, as such, by the enforcement of any
assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise in
respect of any of the Transaction Documents, the Obligations or the Policies, it being expressly
agreed and understood that each Transaction Document is solely a corporate obligation of each party
hereto, and that any and all personal liability, either at common law or in equity, or by statute
or constitution, of every such officer, employee, director, affiliate or shareholder for breaches
by any party hereto of any obligations under any Transaction Document is hereby expressly waived as
a condition of and in consideration for the execution and delivery of this Insurance Agreement.



     Section 6.11. Entire Agreement. The Transaction Documents and the Policies set forth the
entire agreement between the parties with respect to the subject matter thereof, and this Insurance
Agreement supersedes and replaces any agreement or understanding that may have existed between the
parties prior to the date hereof in respect of such subject matter.



[Remainder of page intentionally blank; signature page follows]




48









 








     IN WITNESS WHEREOF, the parties hereto have executed this Insurance Agreement, all as of the
day and year first above mentioned.



	 	 	 	 	 
	 	MBIA INSURANCE CORPORATION

 	 
	 	By:  	/s/ Stephanie Taylor Ciavarello
 	 
	 	Title:             Assistant Secretary 	 
	 	 	 	 
	 
	 	AMERICREDIT FINANCIAL SERVICES, INC., Individually,
as Custodian and as Servicer

 	 
	 	By:  	/s/ Sheli D. Fitzgerald
 	 
	 	Title:      Vice-President, Structured Finance 	 
	 	 	 	 
	 
	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M, as
Issuer 

By: Wilmington Trust Company, not in its individual

capacity but solely as Owner Trustee

 	 
	 	 	 
	 	By:  	                   /s/ Jennifer A. Luce
 	 
	 	Title:      Sr. Financial Services Officer 	 
	 	 	 	 
	 
	 	AFS SENSUB CORP., as Seller

 	 
	 	By:  	/s/ Susan B. Sheffield
 	 
	 	Title:              Senior Vice President, Structured Finance 	 
	 	 	 	 
	 
	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION, as Trustee, as Trust Collateral
Agent, as Collateral Agent and as Backup Servicer

 	 
	 	By:  	/s/ Marianna C. Stershic
 	 
	 	Title:      Vice President 	 
	 	 	 	 
	 



AmeriCredit Automobile Receivables Trust 2007-C-M

Insurance Agreement Signature Page